Exhibit 99.1
|
Company announcement dated August 17, 2023, “Tremor International Reports Results for the Three and Six Months Ended June
30, 2023”.
|
By: |
/S/ Sagi Niri
|
Name: |
Sagi Niri
|
Title: |
Chief Financial Officer
|
Exhibit List
|
|
• |
Contribution ex-TAC: Generated Q2 2023 Contribution ex-TAC of $80.2 million, compared to $70.8 million in Q2 2022, reflecting a year-over-year increase of 13%, and H1 2023 Contribution ex-TAC of $147.1 million, reflecting an increase of 4%
compared to $141.8 million in H1 2022. The Company also experienced 20% growth in Contribution ex-TAC in Q2 2023, compared to $66.9 million generated during Q1 2023. The Company benefitted from the strong performance of its core strategic
growth drivers, including programmatic revenue and CTV revenue. These increases were partially offset by an anticipated decrease in the Company’s non-core performance activity, as well as a continued weakened advertising demand environment
driven by challenging and uncertain macroeconomic conditions.
|
• |
Programmatic Revenue: Achieved Q2 2023 programmatic revenue of $76.3 million, reflecting an increase of 26% from $60.7 million in Q2 2022, as well as H1 2023 programmatic revenue of $138.8 million, reflecting a 16% increase from $119.8 million
in H1 2022. The Company also experienced 22% growth in programmatic revenue from $62.5 million generated during Q1 2023. These increases reflect the Company’s strategic focus on expanding its programmatic revenue footprint following the
completed integration of Amobee.
|
• |
CTV Revenue: Expanded CTV market share, generating CTV revenue of $24.7 million and $45.9 million, respectively, for the three and six months ended June 30, 2023, reflecting year-over-year increases of 5% and 17%, respectively,
compared to $23.6 million and $39.4 million during the same prior year periods. The Company also achieved 16% growth in CTV revenue in Q2 2023, compared to $21.3 million in Q1 2023.
|
• |
CTV and Programmatic Revenue Percentages: CTV revenue during the three and six months ended June 30, 2023 reflected 32% and 33% of programmatic revenue, respectively, compared to 39% and 33%, respectively, for the same prior year periods,
attributable to a significant increase in programmatic revenue. Programmatic revenue increased to 91% and 89% of revenue, respectively, for the three and six months ended June 30, 2023, compared to 80% and 76% of revenue, respectively, for
the same prior year periods.
|
• |
Adjusted EBITDA: Generated Q2 2023 Adjusted EBITDA of $21.0 million, reflecting a significant 137% improvement from $8.9 million in Q1 2023. Increased Adjusted EBITDA during Q2 2023, compared to Q1 2023, was primarily driven by cost
benefits related to the completed integration of Amobee as well as increased Contribution ex-TAC in Q2 2023 compared to Q1 2023. Q2 2023 Adjusted EBITDA of $21.0 million compared to $39.1 million generated during Q2 2022. The Company
generated Adjusted EBITDA of $29.9 million in H1 2023, which compared to $77.8 million in H1 2022. The Company continues to anticipate generating increased Adjusted EBITDA and Adjusted EBITDA Margins in H2 2023, compared to H1 2023, based
on expectations for increased Contribution ex-TAC in H2 2023 vs. H1 2023 and H2 2022.
|
• |
Adjusted EBITDA Margins: Significantly improved Adjusted EBITDA Margin in Q2 2023 to 25% on a revenue basis, and 26% on a Contribution ex-TAC basis, compared to 12% on a revenue basis and 13% on a Contribution ex-TAC basis in
Q1 2023. Q2 2023 Adjusted EBITDA Margins compared to 52% on a revenue basis and 55% on a Contribution ex-TAC basis in Q2 2022, prior to the Company’s acquisition and integration of Amobee which was generating losses when first acquired. The
Company achieved an Adjusted EBITDA Margin of 19% on a revenue basis and 20% on a Contribution ex-TAC basis in H1 2023, compared to an Adjusted EBITDA Margin of 50% on a revenue basis and 55% on a Contribution ex-TAC basis in H1 2022.
|
• |
Video Revenue: Video revenue continued to represent a majority of the Company’s programmatic revenue at approximately 71% and 73%, respectively, for the three and six months ended June 30, 2023, compared to 93% for the same prior year
periods. Video revenue is expected to increase as a percentage of programmatic revenue over time as the Company continues to attract new customers and benefit from video-related cross-selling opportunities following the integration of
Amobee.
|
• |
Liquidity Resources: As of June 30, 2023, the Company had net cash of $94.2 million, consisting of cash and cash equivalents of $195.0 million, offset by $100.0 million in principal long-term debt and $0.8 million of capital leases (consisting
entirely of the Company’s server leases), as well as $80 million undrawn on its revolving credit facility. The Company intends to leverage its considerable net cash reserves to fund its existing operations and to support future strategic
investments and initiatives, including potential future share repurchase programs and acquisitions.
|
• |
Completed the technology integration of Amobee, creating one of the most comprehensive unified data-driven CTV and video-focused AdTech platforms in the open internet
|
o |
The Company achieved its target of completing the majority of the technology integration of Amobee by the end of Q2 2023.
|
o |
Achieved anticipated annualized operating cost synergies of $65 million by the end of Q2 2023, in line with the Company’s expectations.
|
o |
Successfully combined the Tremor Video and Amobee DSPs into the significantly enhanced Nexxen DSP, creating one of the most scaled, effective, and efficient enterprise DSP solutions for finding audiences, targeting and measurement, and
planning and activating campaigns within the TV ecosystem.
|
• |
Rebranded the Company’s major products and platforms as Nexxen, successfully generating significant momentum and positive response from customers, partners, and prospective customers
|
o |
The rebranding has simplified and streamlined the value proposition of the Company’s unified data-driven horizontal platform for its sales team, customers, and prospective customers, generating strong initial support in the market,
particularly as the Company’s sales team has achieved greater success seamlessly packaging multiple technology solutions for customers.
|
o |
The Company intends to change its listed parent Company name from Tremor International Ltd. to Nexxen International Ltd., subject to shareholder approval at the Company’s upcoming Annual General Meeting (“AGM”) later in 2023, the date of
which will be announced in due course.
|
• |
Integration of Amobee drove the creation and greater adoption of several new highly innovative technology features and capabilities, as well as new partnerships
|
o |
Launched self-service cross-platform planner, a first-to-market technology, which the Company believes positions it very strongly for the future of TV advertising as linear broadcasters increasingly seek to expand into CTV to reach desired
audiences and enhance returns on advertising spend. Major broadcasters and advertising agencies continue to adopt and express interest in the tool following extensive and ongoing testing.
|
o |
Incorporated Nexxen Discovery technology into the Company’s broader suite of solutions and capabilities. Nexxen Discovery assists advertisers in leveraging and organizing significant amounts of data to find audiences simultaneously across
web, social media, and TV and effectively target them. The technology enables customers to more efficiently and effectively plan campaigns, and optimize returns on ad spending, when leveraging this powerful data to activate in campaigns
through the Nexxen DSP. We believe the tool is a proven differentiator for the Company and can generate significant traction with customers.
|
o |
Created a first-to-market Green Media Product (“GMP”) for CTV via global partnership with Scope3. The partnership enables Scope3’s carbon emission measurement methodology to be applied to CTV inventory with buyers able to access GMP
curated deals through the Nexxen SSP to achieve performance goals while mapping and measuring carbon emissions of their media spend within CTV. This has generated significant interest from, and adoption by, agencies, as sustainability has
become an increasingly core focus for agencies and their customers.
|
• |
Achieved significant increase in new advertiser and supply partner adoption, as well as examples of customers adopting multiple additional technology solutions, while successfully retaining the overwhelming
majority of major customers during both Q2 and H1 2023
|
o |
Nexxen DSP (formerly Tremor Video and Amobee) added 65 new actively-spending first time advertiser customers during Q2 2023, including 30 new enterprise self-service advertiser customers, and 110 new actively-spending first time advertiser
customers during H1 2023, across travel, CPG, and entertainment verticals, as well as others.
|
o |
Nexxen SSP (formerly Unruly) added 112 new supply partners, including 100 in the US, during Q2 2023 as well as 174 new supply partners during H1 2023, including 149 in the US, across several verticals and formats including CTV, broadcast
TV, live sports, and gaming.
|
o |
Nexxen CTRL (the combined Nexxen SSP and Nexxen Ad Server), the Company’s self-service platform for publishers, saw PMP (“Private Marketplace”) revenue increase by 217% during Q2 2023 compared to Q2 2022 and by 229% during H1 2023 compared
to H1 2022. Growth in PMP business is outpacing growth in all other business units within the Company, driven by a strategic shift of sales resources and efforts into this segment.
|
o |
Nexxen Studio (formerly Tr. ly) continued to expand its CTV creative solutions, launching the industry’s first voice-activated ad able to run across all CTV environments while also generating a 50% increase in adoption of the Company’s
turnkey CTV creative solutions in Q2 2023 compared to Q2 2022, and a 10% increase in H1 2023 compared to H1 2022. Nexxen Studio also achieved a 308% increase in the volume of creatives running through Nexxen PMPs in Q2 2023 compared to Q2
2022, as well as a 149% increase in H1 2023 compared to H1 2022. In H1 2023, 86% of Nexxen’s CTV campaigns with creative upgrades featured Nexxen Studio’s QR codes.
|
o |
H/L, a multiservice and independent agency, following its successful collaboration with the Nexxen DSP, expanded its product adoption to leverage more of the Company’s horizontal platform, adding Nexxen Discovery, automatic content
recognition (“ACR”) data through the Company’s global exclusive relationship with VIDAA, and the Company’s cross channel-technology.
|
• |
The Company continues to expect to generate added revenue related to its investment in VIDAA beginning later in 2023 and beyond, amidst recent significantly increased scale, distribution, and market share gains
by VIDAA and Hisense
|
o |
VIDAA, the fastest-growing smart TV operating system among the top Smart TV manufacturers in the world, significantly expanded its distribution, and currently serves as the operating system for over 21 million Connected TVs in
approximately 180 countries. The Company expects growing revenue opportunities related to VIDAA’s increasing scale through its investment in the operating system, which enabled global ACR data exclusivity as well as ad monetization
exclusivity on VIDAA media in the US, UK, Canada, and Australia for several years.
|
o |
According to data from AVC Revo, Hisense (including Toshiba) held the fastest growth rate in the world for global TV shipments during H1 2023, shipping approximately 12.4 million TV sets worldwide, reflecting an increase of roughly 22%
compared to H1 2022. Hisense’s global shipment share increased to approximately 14%, a record high for Hisense, as Hisense continued to rank second in the world for global TV shipments share. As Hisense continues to grow its share of global
smart TV shipments, the Company is expected to increasingly benefit from its investment in VIDAA, a subsidiary of Hisense, which serves as Hisense’s main CTV operating system.
|
o |
Management continues to expect increased Contribution ex-TAC, programmatic revenue, and CTV revenue in H2 2023 compared to H1 2023 and H2 2022, with the majority of H2 2023 growth anticipated during Q4 2023.
|
o |
Management continues to anticipate programmatic revenue will reflect approximately 90% of the Company’s full year 2023 revenue.
|
o |
Management expects increased Adjusted EBITDA and Adjusted EBITDA Margins in H2 2023 compared to H1 2023, however, does not expect Adjusted EBITDA and Adjusted EBITDA Margins in H2 2023 to be higher than results generated in H2 2022.
|
o |
Management believes that challenging macroeconomic conditions have driven reduced budgets and will reduce advertising spending across the industry during H2 2023, particularly in managed service campaigns, and that major advertisers will
remain cautious and less willing to adopt new products and platforms over the period. Management also believes that longer and more complex sales cycles attributable to the Company’s strategy to drive larger multi-technology-solution
enterprise deals, as well as a changing revenue mix shift amidst the Company’s enhanced focus on its core programmatic business, and enterprise business, and continued expected declines in its non-core performance business during H2 2023 vs.
H2 2022, will result in weaker-than-previously anticipated full year 2023 financial results. As a result of these combined factors, Tremor International is lowering its full year 2023 expectations to:
|
• |
Full year 2023 Contribution ex-TAC in a range of approximately $320 - $330 million compared to previous expectations for approximately $400 million
|
• |
Full year 2023 Adjusted EBITDA in a range of approximately $85 - $90 million compared to previous expectations for a range of approximately $140 - $145 million
|
Three months ended June 30
|
Six months ended June 30
|
|||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
IFRS highlights
|
||||||||||||||||||||||||
Revenues
|
84.2
|
75.8
|
11
|
%
|
156.0
|
156.7
|
(0
|
%)
|
||||||||||||||||
Programmatic Revenues
|
76.3
|
60.7
|
26
|
%
|
138.8
|
119.8
|
16
|
%
|
||||||||||||||||
Operating Profit (loss)
|
(8.0
|
)
|
15.5
|
(151
|
%)
|
(23.2
|
)
|
29.8
|
(178
|
%)
|
||||||||||||||
Net Income (loss) Margin on a Gross Profit basis
|
(10
|
%)
|
12
|
% |
(23
|
%)
|
16
|
%
|
||||||||||||||||
Total Comprehensive Income (loss)
|
(3.6
|
)
|
2.4
|
(250
|
%)
|
(20.9
|
)
|
11.6
|
(279
|
%)
|
||||||||||||||
Diluted earnings (loss) per share
|
(0.04
|
)
|
0.05
|
(184
|
%)
|
(0.16
|
)
|
0.12
|
(238
|
%)
|
||||||||||||||
Non-IFRS highlights
|
||||||||||||||||||||||||
Contribution ex-TAC
|
80.2
|
70.8
|
13
|
%
|
147.1
|
141.8
|
4
|
%
|
||||||||||||||||
Adjusted EBITDA
|
21.0
|
39.1
|
(46
|
%)
|
29.9
|
77.8
|
(62
|
%)
|
||||||||||||||||
Adjusted EBITDA Margin on a Contribution ex-TAC basis
|
26
|
%
|
55
|
%
|
20
|
%
|
55
|
%
|
||||||||||||||||
Non-IFRS net Income (loss)
|
9.3
|
25.2
|
(63
|
%)
|
4.3
|
52.7
|
(92
|
%)
|
||||||||||||||||
Non-IFRS Diluted earnings (loss) per share
|
0.06
|
0.16
|
(60
|
%)
|
0.03
|
0.33
|
(91
|
%)
|
• |
Tremor International Three and Six Months Ended June 30, 2023 Earnings Webcast and Conference Call
|
• |
August 17, 2023, at 6:00 AM PT, 9:00 AM ET, and 2:00 PM BST
|
• |
Webcast Link: https://edge.media-server.com/mmc/p/92qjxsbm
|
• |
Participant Dial-In Numbers:
|
• |
US / Canada Participant Toll-Free Dial-In Number: (800) 715-9871
|
• |
UK Participant Toll-Free Dial-In Number: +44 800 260 6466
|
• |
International Participant Dial-In Number: (646) 307-1963
|
• |
Conference ID: 9380678
|
o |
Contribution ex-TAC: Contribution ex-TAC for Tremor International is defined as gross profit plus depreciation and amortization attributable to cost of revenues and cost of revenues (exclusive of depreciation and amortization) minus the
Performance media cost (“traffic acquisition costs” or “TAC”). Performance media cost represents the costs of purchases of impressions from publishers on a cost-per-thousand impression basis in our non-core Performance activities.
Contribution ex-TAC is a supplemental measure of our financial performance that is not required by, or presented in accordance with, IFRS. Contribution ex-TAC should not be considered as an alternative to gross profit as a measure of
financial performance. Contribution ex-TAC is a non-IFRS financial measure and should not be viewed in isolation. We believe Contribution ex-TAC is a useful measure in assessing the performance of Tremor International, because it
facilitates a consistent comparison against our core business without considering the impact of traffic acquisition costs related to revenue reported on a gross basis.
|
o |
Adjusted EBITDA: We define Adjusted EBITDA for Tremor International as total comprehensive income (loss) for the period adjusted for foreign currency translation differences for foreign operations, financing expenses, net, tax benefit,
depreciation and amortization, stock-based compensation, restructuring, acquisition and IPO-related costs and other expenses (income), net. Adjusted EBITDA is included in the press release because it is a key metric used by management and
our board of directors to assess our financial performance. Adjusted EBITDA is frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Management believes that Adjusted EBITDA is an
appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business.
|
o |
Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA on a Contribution ex-TAC basis.
|
o |
Non-IFRS Income (Loss) and Non-IFRS Earnings (Loss) per Share: We define non-IFRS earnings (loss) per share as non-IFRS income (loss) divided by non-IFRS weighted-average shares outstanding. Non-IFRS income (loss) is equal to net
income (loss) excluding stock-based compensation, and cash- and non-cash-based acquisition and related expenses, including amortization of acquired intangible assets, merger-related severance costs, and transaction expenses. In periods in
which we have non-IFRS income, non-IFRS weighted-average shares outstanding used to calculate non-IFRS earnings per share includes the impact of potentially dilutive shares. Potentially dilutive shares consist of stock options, restricted
stock awards, restricted stock units, and performance stock units, each computed using the treasury stock method. We believe non-IFRS earnings (loss) per share is useful to investors in evaluating our ongoing operational performance and
our trends on a per share basis, and also facilitates comparison of our financial results on a per share basis with other companies, many of which present a similar non-IFRS measure. However, a potential limitation of our use of non-IFRS
earnings (loss) per share is that other companies may define non-IFRS earnings per share differently, which may make comparison difficult. This measure may also exclude expenses that may have a material impact on our reported financial
results. Non-IFRS earnings (loss) per share is a performance measure and should not be used as a measure of liquidity. Because of these limitations, we also consider the comparable IFRS measure of net income.
|
|
Three months ended June 30
|
Six months ended June 30
|
||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||
Total comprehensive income (loss)
|
(3,616
|
)
|
2,413
|
(250
|
%)
|
(20,905
|
)
|
11,647
|
(279
|
%)
|
||||||||||||||
Foreign currency translation differences for foreign operation
|
(759
|
)
|
4,858
|
(1,379
|
)
|
6,988
|
||||||||||||||||||
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
(1,234
|
)
|
-
|
(1,234
|
)
|
-
|
||||||||||||||||||
Tax (benefit) expenses
|
(4,601
|
)
|
6,942
|
(1,140
|
)
|
10,190
|
||||||||||||||||||
Financial expense, net
|
2,254
|
1,266
|
1,496
|
993
|
||||||||||||||||||||
Depreciation and amortization
|
19,933
|
7,630
|
36,922
|
15,357
|
||||||||||||||||||||
Stock-based compensation
|
6,495
|
15,324
|
13,569
|
31,353
|
||||||||||||||||||||
Acquisition related costs
|
-
|
709
|
-
|
1,307
|
||||||||||||||||||||
Restructuring
|
796
|
-
|
796
|
-
|
||||||||||||||||||||
Other expense
|
1,765
|
-
|
1,765
|
-
|
||||||||||||||||||||
Adjusted EBITDA
|
21,033
|
39,142
|
(46
|
%)
|
29,890
|
77,835
|
(62
|
%)
|
|
Three months ended June 30
|
Six months ended June 30
|
||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||
Revenues
|
84,246
|
75,828
|
11
|
%
|
155,983
|
156,702
|
(0
|
%)
|
||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
(14,604
|
)
|
(13,019
|
)
|
(30,701
|
)
|
(29,416
|
)
|
||||||||||||||||
Depreciation and amortization attributable to Cost of Revenues
|
(12,489
|
)
|
(3,803
|
)
|
(24,416
|
)
|
(7,632
|
)
|
||||||||||||||||
Gross profit (IFRS)
|
57,153
|
59,006
|
(3
|
%)
|
100,866
|
119,654
|
(16
|
%)
|
||||||||||||||||
Depreciation and amortization attributable to Cost of Revenues
|
12,489
|
3,803
|
24,416
|
7,632
|
||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
14,604
|
13,019
|
30,701
|
29,416
|
||||||||||||||||||||
Performance media cost
|
(3,994
|
)
|
(4,996
|
)
|
(8,875
|
)
|
(14,853
|
)
|
||||||||||||||||
Contribution ex-TAC (Non-IFRS)
|
80,252
|
70,832
|
13
|
%
|
147,108
|
141,849
|
4
|
%
|
|
Three months ended June 30
|
Six months ended June 30
|
||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||
Net Income (loss)
|
(5,609
|
)
|
7,271
|
(177
|
%)
|
(23,518
|
)
|
18,635
|
(226
|
%)
|
||||||||||||||
Acquisition related costs
|
-
|
709
|
-
|
1,307
|
||||||||||||||||||||
Amortization of acquired intangibles
|
10,214
|
3,870
|
17,857
|
7,885
|
||||||||||||||||||||
Restructuring
|
796
|
-
|
796
|
-
|
||||||||||||||||||||
Stock-based compensation expense
|
6,495
|
15,324
|
13,569
|
31,353
|
||||||||||||||||||||
Other expense
|
1,765
|
-
|
1,765
|
-
|
||||||||||||||||||||
Tax effect of Non-IFRS adjustments (1)
|
(4,312
|
)
|
(2,012
|
)
|
(6,132
|
)
|
(6,478
|
)
|
||||||||||||||||
Non-IFRS Income
|
9,349
|
25,162
|
(63
|
%)
|
4,337
|
52,702
|
(92
|
%)
|
||||||||||||||||
Weighted average shares outstanding—diluted (in millions) (2)
|
144.9
|
156.9
|
145.0
|
158.5
|
||||||||||||||||||||
Non-IFRS diluted Earnings Per Share (in USD)
|
0.06
|
0.16
|
(60
|
%)
|
0.03
|
0.33
|
(91
|
%)
|
(1) |
Non-IFRS income includes the estimated tax impact from the expense items reconciling between net income (loss) and non-IFRS income
|
(2) |
Non-IFRS earnings per share is computed using the same weighted-average number of shares that are used to compute IFRS earnings per share
|
June 30
|
December 31
|
|||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
Assets
|
||||||||
ASSETS:
|
||||||||
Cash and cash equivalents
|
195,046
|
217,500
|
||||||
Trade receivables, net
|
178,506
|
219,837
|
||||||
Other receivables
|
8,421
|
23,415
|
||||||
Current tax assets
|
2,554
|
750
|
||||||
TOTAL CURRENT ASSETS
|
384,527
|
461,502
|
||||||
Fixed assets, net
|
24,267
|
29,874
|
||||||
Right-of-use assets
|
35,259
|
23,122
|
||||||
Intangible assets, net
|
381,247
|
398,096
|
||||||
Deferred tax assets
|
23,709
|
18,161
|
||||||
Investment in shares
|
25,000
|
25,000
|
||||||
Other long-term assets
|
711
|
406
|
||||||
TOTAL NON-CURRENT ASSETS
|
490,193
|
494,659
|
||||||
TOTAL ASSETS
|
874,720
|
956,161
|
||||||
Liabilities and shareholders’ equity
|
||||||||
LIABILITIES:
|
||||||||
Current maturities of lease liabilities
|
12,295
|
14,104
|
||||||
Trade payables
|
150,528
|
212,690
|
||||||
Other payables
|
27,793
|
44,355
|
||||||
Current tax liabilities
|
10,348
|
9,417
|
||||||
TOTAL CURRENT LIABILITIES
|
200,964
|
280,566
|
||||||
Employee benefits
|
249
|
238
|
||||||
Long-term lease liabilities
|
27,970
|
15,234
|
||||||
Long-term debt
|
98,805
|
98,544
|
||||||
Other long-term liabilities
|
10,041
|
8,802
|
||||||
Deferred tax liabilities
|
864
|
1,162
|
||||||
TOTAL NON-CURRENT LIABILITIES
|
137,929
|
123,980
|
||||||
TOTAL LIABILITIES
|
338,893
|
404,546
|
||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Share capital
|
410
|
413
|
||||||
Share premium
|
405,627
|
400,507
|
||||||
Other comprehensive loss
|
(3,188
|
)
|
(5,801
|
)
|
||||
Retained earnings
|
132,978
|
156,496
|
||||||
TOTAL SHAREHOLDERS’ EQUITY
|
535,827
|
551,615
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
874,720
|
956,161
|
Chairman of the Board of Directors
|
Chief Executive Officer
|
Chief Finance Officer
|
For the six months
ended June 30
|
For the three months
ended June 30
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
USD thousands
|
USD thousands
|
|||||||||||||||
Revenues
|
155,983
|
156,702
|
84,246
|
75,828
|
||||||||||||
Cost of revenues (Exclusive of depreciation and amortization shown separately below)
|
30,701
|
29,416
|
14,604
|
13,019
|
||||||||||||
Research and development expenses
|
27,076
|
13,581
|
13,829
|
7,198
|
||||||||||||
Selling and marketing expenses
|
55,976
|
40,708
|
27,402
|
20,348
|
||||||||||||
General and administrative expenses
|
26,705
|
32,925
|
14,669
|
12,154
|
||||||||||||
Depreciation and amortization
|
36,922
|
15,357
|
19,933
|
7,630
|
||||||||||||
Other (income) expenses, net
|
1,765
|
(5,103
|
)
|
1,765
|
-
|
|||||||||||
Total operating costs
|
148,444
|
97,468
|
77,598
|
47,330
|
||||||||||||
Operating profit (loss)
|
(23,162
|
)
|
29,818
|
(7,956
|
)
|
15,479
|
||||||||||
Financing income
|
(4,331
|
)
|
(1,027
|
)
|
(1,404
|
)
|
(315
|
)
|
||||||||
Financing expenses
|
5,827
|
2,020
|
3,658
|
1,581
|
||||||||||||
Financing expenses, net
|
1,496
|
993
|
2,254
|
1,266
|
||||||||||||
Profit (loss) before taxes on income
|
(24,658
|
)
|
28,825
|
(10,210
|
)
|
14,213
|
||||||||||
Tax benefit (expenses)
|
1,140
|
(10,190
|
)
|
4,601
|
(6,942
|
)
|
||||||||||
Profit (loss) for the period
|
(23,518
|
)
|
18,635
|
(5,609
|
)
|
7,271
|
||||||||||
Other comprehensive income (loss) items:
|
||||||||||||||||
Foreign currency translation differences for foreign operation
|
1,379
|
(6,988
|
)
|
759
|
(4,858
|
)
|
||||||||||
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
1,234
|
-
|
1,234
|
-
|
||||||||||||
Total other comprehensive income (loss) for the period
|
2,613
|
(6,988
|
)
|
1,993
|
(4,858
|
)
|
||||||||||
Total comprehensive income (loss) for the period
|
(20,905
|
)
|
11,647
|
(3,616
|
)
|
2,413
|
||||||||||
Earnings per share
|
||||||||||||||||
Basic earnings (loss) per share (in USD)
|
(0.16
|
)
|
0.12
|
(0.04
|
)
|
0.05
|
||||||||||
Diluted earnings (loss) per share (in USD)
|
(0.16
|
)
|
0.12
|
(0.04
|
)
|
0.05
|
Share capital
|
Share premium
|
Other comprehensive loss
|
Retained earnings
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
For the six months ended
|
||||||||||||||||||||
June 30, 2023
|
||||||||||||||||||||
Balance as of January 1, 2023
|
413
|
400,507
|
(5,801
|
)
|
156,496
|
551,615
|
||||||||||||||
Total comprehensive income (loss) for the period
|
||||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
(23,518
|
)
|
(23,518
|
)
|
|||||||||||||
Other comprehensive income:
|
||||||||||||||||||||
Foreign currency translation
|
-
|
-
|
1,379
|
-
|
1,379
|
|||||||||||||||
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
-
|
-
|
1,234
|
-
|
1,234
|
|||||||||||||||
Total comprehensive income (loss) for the period
|
-
|
-
|
2,613
|
(23,518
|
)
|
(20,905
|
)
|
|||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Own shares acquired
|
(7
|
)
|
(8,741
|
)
|
-
|
-
|
(8,748
|
)
|
||||||||||||
Share based compensation
|
-
|
13,632
|
-
|
-
|
13,632
|
|||||||||||||||
Exercise of share options
|
4
|
229
|
-
|
-
|
233
|
|||||||||||||||
Balance as of June 30, 2023
|
410
|
405,627
|
(3,188
|
)
|
132,978
|
535,827
|
||||||||||||||
For the six months ended
|
||||||||||||||||||||
June 30, 2022
|
||||||||||||||||||||
Balance as of January 1, 2022
|
442
|
437,476
|
698
|
133,759
|
572,375
|
|||||||||||||||
Total comprehensive income (loss) for the period
|
||||||||||||||||||||
Profit for the period
|
-
|
-
|
-
|
18,635
|
18,635
|
|||||||||||||||
Other comprehensive loss:
|
||||||||||||||||||||
Foreign currency translation
|
-
|
-
|
(6,988
|
)
|
-
|
(6,988
|
)
|
|||||||||||||
Total comprehensive income (loss) for the period
|
-
|
-
|
(6,988
|
)
|
18,635
|
11,647
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Own shares acquired
|
(22
|
)
|
(45,256
|
)
|
-
|
-
|
(45,278
|
)
|
||||||||||||
Share based compensation
|
-
|
28,074
|
-
|
-
|
28,074
|
|||||||||||||||
Exercise of share options
|
12
|
1,993
|
-
|
-
|
2,005
|
|||||||||||||||
Balance as of June 30, 2022
|
432
|
422,287
|
(6,290
|
)
|
152,394
|
568,823
|
Six months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Profit (loss) for the period
|
(23,518
|
)
|
18,635
|
|||||
Adjustments for:
|
||||||||
Depreciation and amortization
|
36,922
|
15,357
|
||||||
Net financing expense
|
1,324
|
914
|
||||||
Loss (gain) on leases change contracts
|
(164
|
)
|
56
|
|||||
Share-based compensation
|
13,569
|
31,353
|
||||||
Loss on sale of business unit
|
1,765
|
-
|
||||||
Tax expenses (benefit)
|
(1,140
|
)
|
10,190
|
|||||
Change in trade and other receivables
|
54,399
|
33,018
|
||||||
Change in trade and other payables
|
(71,846
|
)
|
(53,772
|
)
|
||||
Change in employee benefits
|
14
|
(188
|
)
|
|||||
Income taxes received
|
159
|
948
|
||||||
Income taxes paid
|
(6,273
|
)
|
(10,845
|
)
|
||||
Interest received
|
3,845
|
1,027
|
||||||
Interest paid
|
(5,046
|
)
|
(211
|
)
|
||||
Net cash provided by operating activities
|
4,010
|
46,482
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Change in pledged deposits, net
|
890
|
(85
|
)
|
|||||
Payments on finance lease receivable
|
559
|
536
|
||||||
Acquisition of fixed assets
|
(2,099
|
)
|
(794
|
)
|
||||
Acquisition and capitalization of intangible assets
|
(7,560
|
)
|
(3,034
|
)
|
||||
Proceeds from sale of business unit
|
-
|
489
|
||||||
Acquisition of subsidiaries, net of cash acquired
|
-
|
(52
|
)
|
|||||
Net cash used in investing activities
|
(8,210
|
)
|
(2,940
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Acquisition of own shares
|
(8,952
|
)
|
(44,208
|
)
|
||||
Proceeds from exercise of share options
|
233
|
2,005
|
||||||
Leases repayment
|
(8,525
|
)
|
(4,159
|
)
|
||||
Net cash used in financing activities
|
(17,244
|
)
|
(46,362
|
)
|
||||
Net decrease in cash and cash equivalents
|
(21,444
|
)
|
(2,820
|
)
|
||||
CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF PERIOD
|
217,500
|
367,717
|
||||||
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
|
(1,010
|
)
|
(3,541
|
)
|
||||
CASH AND CASH EQUIVALENTS AS OF THE END OF PERIOD
|
195,046
|
361,356
|
NOTE 1: |
GENERAL
|
The Company
|
-
|
Tremor International Ltd.
|
The Group
|
-
|
Tremor International Ltd. and its subsidiaries.
|
Subsidiaries
|
-
|
Companies, the financial statements of which are fully consolidated, directly, or indirectly, with the financial statements of the Company such as Nexxen Group LLC, Unruly Holding Ltd,
Tremor Video Inc, Nexxen Inc.
|
Related party
|
-
|
As defined by IAS 24, “Related Party Disclosures”.
|
a. |
Statement of compliance:
|
b. |
Use of estimate and judgment:
|
c. |
Change in classification
During the six months ended June 30, 2023, the Company changed the classification of the current maturities of the unfavorable contract from other payables to other long-term liabilities. Comparative amounts
were reclassified for consistency in the amount of USD 1,350 thousand.
|
Ordinary Shares
|
||||||||
2023
|
2022
|
|||||||
Number of shares
|
||||||||
Balance as of January 1
|
144,477,962
|
154,501,629
|
||||||
Own shares acquired by the Group
|
(2,505,851
|
)
|
(7,401,470
|
)
|
||||
Share based compensation exercise to shares
|
1,343,642
|
3,887,518
|
||||||
Issued and paid-in share capital as of June 30
|
143,315,753
|
150,987,677
|
||||||
Authorized share capital
|
500,000,000
|
500,000,000
|
1) |
Rights attached to share:
|
2) |
Own shares acquisition:
|
NOTE 6: |
EARNINGS PER SHARE
|
Six months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
Profit (loss) for the period
|
(23,518
|
)
|
18,635
|
Three months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
Profit (loss) for the period
|
(5,609
|
)
|
7,271
|
Six months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
Shares of NIS
|
||||||||
0.01 par value
|
||||||||
Weighted average number of ordinary shares used to calculate basic earnings per share
|
142,990,666
|
153,609,625
|
||||||
Basic earnings
(loss) per share (in USD)
|
(0.16
|
)
|
0.12
|
Three months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
Shares of NIS
|
||||||||
0.01 par value
|
||||||||
Weighted average number of ordinary shares used to calculate basic earnings per share
|
142,612,533
|
153,093,909
|
||||||
Basic earnings
(loss) per share (in USD)
|
(0.04
|
)
|
0.05
|
NOTE 6: |
EARNINGS PER SHARE (Continue)
|
Six months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
Shares of NIS
|
||||||||
0.01 par value
|
||||||||
Weighted average number of ordinary shares used to calculate basic earnings per share
|
142,990,666
|
153,609,625
|
||||||
Effect of share options issued
|
-
|
4,904,789
|
||||||
Weighted average number of ordinary shares used to calculate diluted earnings per share
|
142,990,666
|
158,514,414
|
||||||
Diluted earnings (loss) per share (in USD)
|
(0.16
|
)
|
0.12
|
Three months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
Shares of NIS
|
||||||||
0.01 par value
|
||||||||
Weighted average number of ordinary shares used to calculate basic earnings per share
|
142,612,533
|
153,093,909
|
||||||
Effect of share options issued
|
-
|
3,768,860
|
||||||
Weighted average number of ordinary shares used to calculate diluted earnings per share
|
142,612,533
|
156,862,769
|
||||||
Diluted earnings (loss) per share (in USD)
|
(0.04
|
)
|
0.05
|
a. |
Share-based compensation plan:
|
• |
All the share options that were granted are non-marketable.
|
• |
All options are to be settled by physical delivery of ordinary shares or ADSs.
|
• |
Vesting conditions are based on a service period of between 0.5-4 years.
|
b. |
Stock Options:
|
Number of options
|
Weighted average
exercise price
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Thousands)
|
(USD)
|
|||||||||||||||
Outstanding of 1 January
|
4,772
|
6,026
|
||||||||||||||
Forfeited
|
(507
|
)
|
(586
|
)
|
6.17
|
7.05
|
||||||||||
Exercised
|
(346
|
)
|
(941
|
)
|
2.02
|
1.97
|
||||||||||
Granted
|
-
|
620
|
-
|
7.22
|
||||||||||||
Outstanding of June 30
|
3,919
|
5,119
|
||||||||||||||
Exercisable of June 30
|
1,559
|
1,216
|
c. |
Information on measurement of fair value of share-based compensation plans:
|
d. |
Restricted Share Units (RSU):
|
Number of RSUs
|
Weighted-Average Grant Date Fair Value
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Thousands)
|
||||||||||||||||
Outstanding at 1 January
|
5,288
|
8,146
|
8.277
|
8.606
|
||||||||||||
Forfeited
|
(119
|
)
|
(142
|
)
|
7.273
|
10.085
|
||||||||||
Exercised
|
(990
|
)
|
(1,308
|
)
|
9.002
|
8.819
|
||||||||||
Granted
|
-
|
252
|
-
|
7.095
|
||||||||||||
Outstanding at June 30
|
4,179
|
6,948
|
8.135
|
8.786
|
e. |
Performance Stock Units (PSU):
|
Number of PSUs
|
Weighted-Average Grant Date Fair Value
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(Thousands)
|
||||||||||||||||
Outstanding of January 1
|
1,992
|
4,486
|
8.937
|
6.796
|
||||||||||||
Forfeited
|
(16
|
)
|
-
|
7.541
|
-
|
|||||||||||
Exercised
|
(8
|
)
|
(1,639
|
)
|
9.349
|
2.090
|
||||||||||
Granted
|
-
|
48
|
-
|
7.095
|
||||||||||||
Outstanding of June 30
|
1,968
|
2,895
|
8.948
|
9.477
|
f. |
Share based expense recognized in the statements of operation and other comprehensive income is as follows:
|
Six months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
Selling and marketing
|
2,603
|
6,846
|
||||||
Research and development
|
2,478
|
4,593
|
||||||
General and administrative
|
8,488
|
19,914
|
||||||
13,569
|
31,353
|
Three months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
Selling and marketing
|
1,399
|
3,680
|
||||||
Research and development
|
1,205
|
2,472
|
||||||
General and administrative
|
3,891
|
9,172
|
||||||
6,495
|
15,324
|
NOTE 8: |
LONG-TERM DEBT
|
NOTE 9: |
OPERATING SEGMENTS
|
Six months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
America
|
144,988
|
142,718
|
||||||
APAC
|
4,219
|
8,422
|
||||||
EMEA
|
6,776
|
5,562
|
||||||
Total
|
155,983
|
156,702
|
Three months ended
June 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
America
|
79,562
|
66,520
|
||||||
APAC
|
1,288
|
6,490
|
||||||
EMEA
|
3,396
|
2,818
|
||||||
Total
|
84,246
|
75,828
|
NOTE 10: |
CONTINGENT LIABILITY
|