Exhibit 99.1
|
|
Company announcement dated November 22, 2023, “Tremor International Reports Results for the Three and Nine Months Ended September 30, 2023”.
|
By: |
/S/ Sagi Niri
|
Name: |
Sagi Niri
|
Title: |
Chief Financial Officer
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Exhibit List
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||
|
• |
Contribution ex-TAC: Generated Contribution ex-TAC of $76.6 million and $223.7 million for the three and nine months ended September 30, 2023, respectively, compared to $64.9 million and $206.7
million for the three and nine months ended September 30, 2022, reflecting year-over-year increases of 18% and 8%, respectively. Growth was driven by significantly increased programmatic revenue following the completed integration of Amobee,
despite challenging macroeconomic conditions continuing to drive cautiousness in the advertising demand environment. Notably, the Company has not experienced material negative impacts on its Contribution ex-TAC, business activities, or
operations as a result of the October 7th terrorist attack on Israel, or ongoing conflict. The overwhelming majority of the Company’s Contribution ex-TAC (over 85%) is generated in the United States, where the largest base of its
employees are located.
|
• |
Programmatic Revenue: Expanded programmatic revenue to $74.2 million and $213.0 million for the three and nine months ended September 30, 2023, respectively, compared to $60.1 million and $179.9
million for the three and nine months ended September 30, 2022, reflecting year-over-year increases of 23% and 18%, respectively. Increases were driven by the Company’s strategic focus on programmatic activities and the completed integration
of Amobee, which featured a strong programmatic revenue footprint.
|
• |
CTV Revenue: Generated CTV revenue of $19.6 million in Q3 2023, reflecting a 21% decrease compared to $24.7 million in Q3 2022. The Company generated CTV revenue of $65.6 million for the nine months
ended September 30, 2023, reflecting a 2% increase compared to $64.1 million for the nine months ended September 30, 2022. CTV revenue in Q3 2023 was negatively impacted by reduced CTV advertising demand early in the quarter, particularly in
July, as challenging macroeconomic conditions drove softness in managed service and caused customers to temporarily shift spending from CTV into lower-cost mobile and desktop options, as well as display. While CTV advertising conditions have
stabilized compared to July 2023, the Company expects its customers will continue to favor its lower-cost solutions due to ongoing market headwinds and continued macroeconomic uncertainty through at least the remainder of 2023.
|
• |
CTV and Programmatic Revenue Percentages: CTV revenue during the three and nine months ended September 30, 2023 reflected 26% and 31% of programmatic revenue, respectively, compared to 41% and 36%,
for the same prior year periods, attributable to a significant increase in programmatic revenue. Programmatic revenue increased to 93% and 90% of revenue for the three and nine months ended September 30, 2023, respectively, compared to 85%
and 79% of revenue for the same prior year periods.
|
• |
Adjusted EBITDA: Generated Adjusted EBITDA of $21.3 million and $51.2 million for the three and nine months ended September 30, 2023, respectively, compared
to $30.1 million and $108.0 million during the three and nine months ended September 30, 2022, respectively. Year-over-year decreases were attributable to the integration of Amobee, which generated significant losses when first acquired, as
well as a weaker comparative advertising demand environment earlier in 2023.
|
• |
Adjusted EBITDA Margins: Achieved a 28% Adjusted EBITDA Margin on a Contribution ex-TAC basis, and 27% on a revenue basis, for the three months ended September 30, 2023, compared to 46% on a
Contribution ex-TAC basis, and 43% on a revenue basis for the three months ended September 30, 2022. The Company also achieved an Adjusted EBITDA Margin of 23% on a Contribution ex-TAC basis, and 22% on a revenue basis, for the nine months
ended September 30, 2023, compared to 52% on a Contribution ex-TAC basis, and 47% on a revenue basis for the nine months ended September 30, 2022. The Company expects to increase Adjusted EBITDA Margins over time, particularly as
macroeconomic and advertising demand conditions improve, as the Company’s operating model provides strong and increasing degrees of operating leverage.
|
• |
Video Revenue: Video revenue continued to represent the majority of the Company’s programmatic revenue at approximately 66% and 70% for the three and nine months ended September 30, 2023,
respectively, compared to 93% for the same prior year periods. Year-over-year decreases were attributable to significantly increased programmatic revenue, the addition of Amobee, which featured a strong display revenue base, as well as
declines in video revenue driven by challenging market conditions. The Company expects to increase video revenue over time by attracting new customers and through cross-selling opportunities created by the Amobee acquisition, particularly as
advertising conditions and demand for the Company’s CTV solutions improve.
|
• |
Liquidity Resources: As of September 30, 2023, the Company had net cash of $98.9 million, consisting of cash and cash equivalents of $199.1 million, offset by approximately $100.0 million in
principal long-term debt and $0.2 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 prioritize using its cash resources in
the near-term for internal growth initiatives, supporting ongoing business needs, and potential future share repurchase programs. Notably, the Company’s Board of Directors intends to authorize the repurchase of up to $20 million of its
Ordinary shares, pending approval by the Israeli court. The Company’s Board of Directors also indicates that, should the Company’s Ordinary shares continue to trade at prices that the Company believes reflect discounted valuation levels, and
if the Company remains cash generative in the future, it would consider launching additional future share repurchase programs following the completion of the potential new $20 million Ordinary share repurchase program, to capitalize on what
the Company believes reflects a discounted valuation opportunity in its shares that can generate long-term value for its shareholders. Over the intermediate- and long-term the Company will also consider leveraging its cash resources for
future potential strategic investments, initiatives, and acquisitions.
|
• |
Recently added technology and data solutions, including Nexxen Discovery and Cross-Platform Planner, driving increased partnership interest and expanded relationships with customers
|
o |
First-to-market Cross-Platform Planner (linear TV and CTV) generating early adoption by major industry partners including A+E Networks, FOX Corp and TelevisaUnivision.
|
o |
H/L expanded its product relationship with Nexxen beyond the Company’s enterprise DSP to include additional solutions such as Nexxen Discovery, automatic content recognition (“ACR”) data through VIDAA, and the Company’s cross-channel
technology.
|
• |
Strengthened sales and marketing team through several important hires, further bolstering expertise across advertising ecosystem, and strongly positioning the Company to accelerate future growth within its core
strategic focuses
|
o |
Substantially increased sales and marketing team expertise through the addition of new Chief Marketing Officer, Ben Kaplan, who brings significant product marketing experience and who has led teams across major tech and media companies
including Meredith Corporation, X (formerly known as Twitter), and most recently Pubmatic, as well as Vice President of Enterprise Sales, Ariel Deitz, most recently with Amazon Ads.
|
o |
Successfully filled several key sales team vacancies in major metro areas including New York and Los Angeles, providing critical depth in pivotal growth regions, and reinforcing the ability to grow demand for the Company’s enterprise,
programmatic, CTV, video, and data solutions over time.
|
• |
The Company continued to grow its new advertiser customer and supply partner base and retained the overwhelming majority of major customers during the three and nine months ended September 30, 2023, while
generating traction introducing its recently added solutions
|
o |
Nexxen DSP added 113 new actively-spending first-time advertiser customers during Q3 2023 across retail, travel, and CPG verticals, as well as others, including 11 new enterprise self-service advertiser customers, highlighted by some of
the world’s largest and most-recognized technology companies and apparel brands. The Company added 223 new actively-spending first-time advertiser customers for the nine months ended September 30, 2023.
|
o |
Nexxen SSP added 109 new supply partners, including 100 in the U.S., during Q3 2023, across several verticals and formats including CTV, broadcast TV, and mobile, with notable recent momentum amongst mobile gaming publishers. The Company
added 283 new supply partners in the nine months ended September 30, 2023, including 249 in the U.S.
|
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 98% during Q3 2023 compared to Q3 2022 and by 156% for the nine months
ended September 30, 2023, compared to the same prior year period.
|
o |
Nexxen Studio continued to generate impressive growth amongst enterprise clients leveraging the Company’s creative services, highlighted by a 58% and 79% increase in demand for the three and nine months ended September 30, 2023,
respectively, compared to the same prior year periods. Nexxen Studio also released a fully revamped Creative Insights suite of products during Q3 2023, including its proprietary and cutting-edge Active Attention measurement solution.
|
• |
VIDAA’s continued growth enabled the Company to begin accelerating monetization related to its investment in VIDAA through increased demand for the Company’s scaling ACR data offering in the U.S., and the recent
launch of its ACR data offering in the U.K.
|
o |
After successfully monetizing VIDAA’s ACR data in the U.S. for CTV targeting and measurement, the Company recently launched its ACR data offering in the U.K., which it believes reflects a significant value proposition for customers in the
region given the size of the Company’s audience reach in that market. The launch of the Company’s ACR data offering in the U.K. is expected to generate revenue for the Company beginning in Q4 2023 and is expected to continue to generate
revenue through at least the remainder of the Company’s exclusivity period with VIDAA over the next several years.
|
o |
The Company intends to launch its ACR data offering in Australia in Q1 2024, which is expected to generate revenue beginning in early 2024 and continue generating revenue through at least the remainder of the Company’s exclusivity period
with VIDAA over the next several years.
|
o |
The Company believes, following its ACR data offering launches in the U.S. and U.K., and through its impending launch in Australia, that it is strongly positioned to generate material and growing revenue opportunities through its VIDAA
investment, which enabled global ACR data exclusivity for CTV targeting and measurement, as well as ad monetization exclusivity on VIDAA media in the U.S., U.K., Canada, and Australia, for several years.
|
• |
Partnered with Lumen and TVision to deliver the first omnichannel Attention Measurement solution for advertisers across CTV, online video (“OLV”) and display
|
o |
The global partnership with Lumen and TVision augments the launch of Nexxen’s full Attention Measurement offering, which spans the lifecycle of an advertiser’s campaign, from creative testing to media curation to real-time measurement and
optimization, all through Nexxen’s end-to-end platform. By leveraging all elements of the offering, advertisers can plan against, activate on, and optimize for consumer attention across screens, including CTV.
|
o |
Nexxen’s holistic Attention Measurement offering encompasses three main elements: pre-campaign planning via active attention analysis and creative optimization, provided by in-house creative agency Nexxen Studio; activation via Lumen’s
Attentive Private Marketplaces (“aPMPs”), delivered for the first time by Nexxen on CTV, and measurement and reporting powered by TVision data and the Lumen Attention Measurement Dashboard.
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• |
In June 2023, the Company announced that it rebranded the products and platforms within its portfolio to Nexxen to simplify and streamline the value proposition of its unified data-driven platform for its sales team, customers, and
prospective customers.
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• |
Subject to shareholder approval at the Company’s upcoming Annual General Meeting (“AGM”) in December 2023, the Company intends to change its listed parent Company name from Tremor International Ltd. to Nexxen International Ltd.
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• |
The Company does not currently anticipate any changes to its Ordinary share or ADR structure in connection with the proposed parent Company name change, nor does it expect changes to the Company’s CUSIP, ISIN or SEDOL code.
|
• |
Should shareholders approve, the Company’s Ordinary shares and ADRs will trade under the new name on both the London Stock Exchange and NASDAQ shortly thereafter, under the ticker “NEXN”. The vote results will be published on the Company’s
investor relations website following the AGM.
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• |
In September 2023, the Company filed a motion with the Israeli court, seeking approval to authorize a new share repurchase program for a further $20 million of its Ordinary shares. Should the motion be approved, the Company’s Board of
Directors intends to authorize the purchase of up to $20 million of its Ordinary shares on the AIM Market (the “Authority”) shortly thereafter.
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• |
If approved, the new share repurchase program would be financed through existing cash resources.
|
• |
The potential new share repurchase program would follow the recent completion of two previous share repurchase programs in which the Company invested a combined $95 million in its Ordinary shares from March 1, 2022 through March 31, 2023,
repurchasing roughly 19.4 million Ordinary shares, or approximately 13% of outstanding Ordinary shares.
|
• |
Should the Company’s Ordinary shares continue to trade at prices that the Company believes reflect discounted valuation levels, and if the Company remains cash generative in the future, the Company’s Board of Directors would consider
launching additional future share repurchase programs following the completion of the potential impending $20 million Ordinary share repurchase program and seek further approvals from the Israeli Court as required. The Company’s Board of
Directors believes repurchasing the Company’s shares reflects a strong investment opportunity that can generate long-term value for its shareholders.
|
o |
While management has observed some evidence of ad market stabilization, particularly since July 2023, it believes the recovery will remain uneven and that ongoing macroeconomic headwinds and uncertainty will limit advertising demand and
budgets, drive continued managed service softness, and cause its customers to focus near-term spending on lower-cost solutions (such as display) through at least the remainder of 2023. As a result, Tremor International provides the following
guidance:
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• |
Full year 2023 Contribution ex-TAC in a range of approximately $310 - $315 million
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• |
Full year 2023 Adjusted EBITDA in a range of approximately $80 - $85 million
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• |
Programmatic revenue to reflect 90% of the Company’s full year 2023 revenue
|
o |
Management continues to believe the combination of the Company’s diversified and durable business model, focus on core strategic growth drivers, enhanced ability to drive multi-solution enterprise deals, greater stability following the
completed integration of Amobee, and growing demand for its programmatic solutions and recently added products, will strongly position the Company for outsized long-term market share gains, particularly as CTV advertising demand conditions
improve, and as the Company’s recently strengthened sales and marketing team continues to gain further traction.
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Three months ended September 30
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Nine months ended September 30
|
|||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
IFRS highlights
|
||||||||||||||||||||||||
Revenues
|
80.1
|
70.9
|
13
|
%
|
236.1
|
227.6
|
4
|
%
|
||||||||||||||||
Programmatic Revenues
|
74.2
|
60.1
|
23
|
%
|
213.0
|
179.9
|
18
|
%
|
||||||||||||||||
Operating Profit (loss)
|
(3.4
|
)
|
4.1
|
(183
|
%)
|
(26.6
|
)
|
33.9
|
(178
|
%)
|
||||||||||||||
Net Income (loss) Margin on a Gross Profit basis
|
(2
|
%)
|
(2
|
%)
|
(16
|
%)
|
10
|
%
|
||||||||||||||||
Total Comprehensive Income (loss)
|
(2.6
|
)
|
(5.2
|
)
|
(51
|
%)
|
(23.5
|
)
|
6.4
|
(464
|
%)
|
|||||||||||||
Diluted earnings (loss) per share
|
(0.01
|
)
|
(0.01
|
)
|
86
|
%
|
(0.17
|
)
|
0.11
|
(253
|
%)
|
|||||||||||||
Non-IFRS highlights
|
||||||||||||||||||||||||
Contribution ex-TAC
|
76.6
|
64.9
|
18
|
%
|
223.7
|
206.7
|
8
|
%
|
||||||||||||||||
Adjusted EBITDA
|
21.3
|
30.1
|
(29
|
%)
|
51.2
|
108.0
|
(53
|
%)
|
||||||||||||||||
Adjusted EBITDA Margin on a Contribution ex-TAC basis
|
28
|
%
|
46
|
%
|
23
|
%
|
52
|
%
|
||||||||||||||||
Non-IFRS net Income
|
13.4
|
16.9
|
(21
|
%)
|
17.8
|
69.6
|
(74
|
%)
|
||||||||||||||||
Non-IFRS Diluted earnings per share
|
0.09
|
0.11
|
(16
|
%)
|
0.12
|
0.44
|
(72
|
%)
|
• |
Tremor International Three and Nine Months Ended September 30, 2023 Earnings Webcast and Conference Call
|
• |
November 22, 2023, at 6:00 AM PT, 9:00 AM ET, and 2:00 PM GMT
|
• |
Webcast Link: https://edge.media-server.com/mmc/p/z32ry2bb
|
• |
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 Toll-Free Dial-In Number: (646) 307-1963
|
• |
Conference ID: 2427130
|
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 September 30
|
Nine months ended September 30
|
||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||
Total comprehensive income (loss)
|
(2,563
|
)
|
(5,205
|
)
|
(51
|
%)
|
(23,468
|
)
|
6,442
|
(464
|
%)
|
|||||||||||||
Foreign currency translation differences for foreign operation
|
1,367
|
4,246
|
(12
|
)
|
11,234
|
|||||||||||||||||||
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
-
|
-
|
(1,234
|
)
|
-
|
|||||||||||||||||||
Tax (benefit) expenses
|
(2,844
|
)
|
4,458
|
(3,984
|
)
|
14,648
|
||||||||||||||||||
Financial expense, net
|
617
|
617
|
2,113
|
1,610
|
||||||||||||||||||||
Depreciation and amortization
|
20,316
|
10,159
|
57,238
|
25,516
|
||||||||||||||||||||
Stock-based compensation
|
4,214
|
11,166
|
17,783
|
42,519
|
||||||||||||||||||||
Acquisition related costs
|
171
|
4,685
|
171
|
5,992
|
||||||||||||||||||||
Restructuring
|
-
|
-
|
796
|
-
|
||||||||||||||||||||
Other expense
|
-
|
-
|
1,765
|
-
|
||||||||||||||||||||
Adjusted EBITDA
|
21,278
|
30,126
|
(29
|
%)
|
51,168
|
107,961
|
(53
|
%)
|
|
Three months ended September 30
|
Nine months ended September 30
|
||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||
Revenues
|
80,094
|
70,851
|
13
|
%
|
236,077
|
227,553
|
4
|
%
|
||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
(13,683
|
)
|
(14,064
|
)
|
(44,384
|
)
|
(43,480
|
)
|
||||||||||||||||
Depreciation and amortization attributable to Cost of Revenues
|
(12,727
|
)
|
(5,925
|
)
|
(37,143
|
)
|
(13,557
|
)
|
||||||||||||||||
Gross profit (IFRS)
|
53,684
|
50,862
|
6
|
%
|
154,550
|
170,516
|
(9
|
%)
|
||||||||||||||||
Depreciation and amortization attributable to Cost of Revenues
|
12,727
|
5,925
|
37,143
|
13,557
|
||||||||||||||||||||
Cost of revenues (exclusive of depreciation and amortization)
|
13,683
|
14,064
|
44,384
|
43,480
|
||||||||||||||||||||
Performance media cost
|
(3,543
|
)
|
5,976
|
(12,418
|
)
|
(20,829
|
)
|
|||||||||||||||||
Contribution ex-TAC (Non-IFRS)
|
76,551
|
64,875
|
18
|
%
|
223,659
|
206,724
|
8
|
%
|
|
Three months ended September 30
|
Nine months ended September 30
|
||||||||||||||||||||||
|
2023
|
2022
|
%
|
2023
|
2022
|
%
|
||||||||||||||||||
($ in thousands)
|
||||||||||||||||||||||||
Net Income (loss)
|
(1,196
|
)
|
(959
|
)
|
25
|
%
|
(24,714
|
)
|
17,676
|
(240
|
%)
|
|||||||||||||
Acquisition related costs
|
171
|
4,685
|
171
|
5,992
|
||||||||||||||||||||
Amortization of acquired intangibles
|
10,164
|
4,387
|
28,021
|
12,272
|
||||||||||||||||||||
Restructuring
|
-
|
-
|
796
|
-
|
||||||||||||||||||||
Stock-based compensation expense
|
4,214
|
11,166
|
17,783
|
42,519
|
||||||||||||||||||||
Other expense
|
-
|
-
|
1,765
|
-
|
||||||||||||||||||||
Tax effect of Non-IFRS adjustments (1)
|
65
|
(2,390
|
)
|
(6,067
|
)
|
(8,868
|
)
|
|||||||||||||||||
Non-IFRS Income
|
13,418
|
16,889
|
(21
|
%)
|
17,755
|
69,591
|
(74
|
%)
|
||||||||||||||||
Weighted average shares outstanding—diluted (in millions) (2)
|
145.5
|
153.3
|
144.6
|
156.5
|
||||||||||||||||||||
Non-IFRS diluted Earnings Per Share (in USD)
|
0.09
|
0.11
|
(16
|
%)
|
0.12
|
0.44
|
(72
|
%)
|
(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
|
September 30
|
December 31
|
|||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
Assets
|
||||||||
ASSETS:
|
||||||||
Cash and cash equivalents
|
199,077
|
217,500
|
||||||
Trade receivables, net
|
187,997
|
219,837
|
||||||
Other receivables
|
9,041
|
23,415
|
||||||
Current tax assets
|
3,469
|
750
|
||||||
TOTAL CURRENT ASSETS
|
399,584
|
461,502
|
||||||
Fixed assets, net
|
21,373
|
29,874
|
||||||
Right-of-use assets
|
31,863
|
23,122
|
||||||
Intangible assets, net
|
371,000
|
398,096
|
||||||
Deferred tax assets
|
17,925
|
18,161
|
||||||
Investment in shares
|
25,000
|
25,000
|
||||||
Other long-term assets
|
687
|
406
|
||||||
TOTAL NON-CURRENT ASSETS
|
467,848
|
494,659
|
||||||
TOTAL ASSETS
|
867,432
|
956,161
|
||||||
Liabilities and shareholders’ equity
|
||||||||
LIABILITIES:
|
||||||||
Current maturities of lease liabilities
|
11,084
|
14,104
|
||||||
Trade payables
|
152,753
|
212,690
|
||||||
Other payables
|
29,863
|
44,355
|
||||||
Current tax liabilities
|
1,145
|
9,417
|
||||||
TOTAL CURRENT LIABILITIES
|
194,845
|
280,566
|
||||||
Employee benefits
|
241
|
238
|
||||||
Long-term lease liabilities
|
25,742
|
15,234
|
||||||
Long term debt
|
98,939
|
98,544
|
||||||
Other long-term liabilities
|
9,596
|
8,802
|
||||||
Deferred tax liabilities
|
685
|
1,162
|
||||||
TOTAL NON-CURRENT LIABILITIES
|
135,203
|
123,980
|
||||||
TOTAL LIABILITIES
|
330,048
|
404,546
|
||||||
SHAREHOLDERS’ EQUITY:
|
||||||||
Share capital
|
413
|
413
|
||||||
Share premium
|
409,744
|
400,507
|
||||||
Other comprehensive loss
|
(4,555
|
)
|
(5,801
|
)
|
||||
Retained earnings
|
131,782
|
156,496
|
||||||
TOTAL SHAREHOLDERS’ EQUITY
|
537,384
|
551,615
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
867,432
|
956,161
|
Nine months ended
September 30
|
Three months ended September 30
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
USD thousands
|
USD thousands
|
|||||||||||||||
Revenues
|
236,077
|
227,553
|
80,094
|
70,851
|
||||||||||||
Cost of Revenues (Exclusive of depreciation and
amortization shown separately below)
|
44,384
|
43,480
|
13,683
|
14,064
|
||||||||||||
Research and development expenses
|
39,652
|
21,818
|
12,576
|
8,237
|
||||||||||||
Selling and marketing expenses
|
81,556
|
59,447
|
25,580
|
18,739
|
||||||||||||
General and administrative expenses
|
38,067
|
48,461
|
11,362
|
15,536
|
||||||||||||
Depreciation and amortization
|
57,238
|
25,516
|
20,316
|
10,159
|
||||||||||||
Other expenses (income), net
|
1,765
|
(5,103
|
)
|
-
|
-
|
|||||||||||
Total operating costs
|
218,278
|
150,139
|
69,834
|
52,671
|
||||||||||||
Operating Profit (Loss)
|
(26,585
|
)
|
33,934
|
(3,423
|
)
|
4,116
|
||||||||||
Financing income
|
(6,121
|
)
|
(1,870
|
)
|
(1,790
|
)
|
(843
|
)
|
||||||||
Financing expenses
|
8,234
|
3,480
|
2,407
|
1,460
|
||||||||||||
Financing expenses, net
|
2,113
|
1,610
|
617
|
617
|
||||||||||||
Profit (Loss) before taxes on income
|
(28,698
|
)
|
32,324
|
(4,040
|
)
|
3,499
|
||||||||||
Tax benefit (expenses)
|
3,984
|
(14,648
|
)
|
2,844
|
(4,458
|
)
|
||||||||||
Profit (Loss) for the period
|
(24,714
|
)
|
17,676
|
(1,196
|
)
|
(959
|
)
|
|||||||||
Other comprehensive income (loss) items:
|
||||||||||||||||
Foreign currency translation differences for foreign operation
|
12
|
(11,234
|
)
|
(1,367
|
)
|
(4,246
|
)
|
|||||||||
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
1,234
|
-
|
-
|
-
|
||||||||||||
Total other comprehensive income (loss)
|
1,246
|
(11,234
|
)
|
(1,367
|
)
|
(4,246
|
)
|
|||||||||
Total comprehensive income (loss)
|
(23,468
|
)
|
6,442
|
(2,563
|
)
|
(5,205
|
)
|
|||||||||
Earnings per share
|
||||||||||||||||
Basic earnings (loss) per share (in USD)
|
(0.17
|
)
|
0.12
|
(0.01
|
)
|
(0.01
|
)
|
|||||||||
Diluted earnings (loss) per share (in USD)
|
(0.17
|
)
|
0.11
|
(0.01
|
)
|
(0.01
|
)
|
Share capital
|
Share premium
|
Other comprehensive income
|
Retained Earnings
|
Total
|
||||||||||||||||
USD thousands
|
||||||||||||||||||||
Balance as of January 1, 2023
|
413
|
400,507
|
(5,801
|
)
|
156,496
|
551,615
|
||||||||||||||
Total Comprehensive income (loss) for the period
|
||||||||||||||||||||
Profit (Loss) for the period
|
-
|
-
|
-
|
(24,714
|
)
|
(24,714
|
)
|
|||||||||||||
Other comprehensive Income:
|
||||||||||||||||||||
Foreign Currency Translation
|
-
|
-
|
12
|
-
|
12
|
|||||||||||||||
Foreign currency translation for subsidiary sold reclassified to profit and loss
|
-
|
-
|
1,234
|
-
|
1,234
|
|||||||||||||||
Total comprehensive Income (loss) for the period
|
413
|
400,507
|
(4,555
|
)
|
131,782
|
528,147
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Own shares acquired
|
(7
|
)
|
(8,741
|
)
|
-
|
-
|
(8,748
|
)
|
||||||||||||
Share based payments
|
-
|
17,749
|
-
|
-
|
17,749
|
|||||||||||||||
Exercise of share options
|
7
|
229
|
-
|
-
|
236
|
|||||||||||||||
Balance as of September 30, 2023
|
413
|
409,744
|
(4,555
|
)
|
131,782
|
537,384
|
||||||||||||||
Balance as of January 1, 2022
|
||||||||||||||||||||
Total Comprehensive income (loss) for the period
|
442
|
437,476
|
698
|
133,759
|
572,375
|
|||||||||||||||
Profit for the period
|
-
|
-
|
-
|
17,676
|
17,676
|
|||||||||||||||
Other comprehensive Income:
|
||||||||||||||||||||
Foreign Currency Translation
|
-
|
-
|
(11,234
|
)
|
-
|
(11,234
|
)
|
|||||||||||||
Total comprehensive Income (loss) for the period
|
442
|
437,476
|
(10,536
|
)
|
151,435
|
578,817
|
||||||||||||||
Transactions with owners, recognized directly in equity
|
||||||||||||||||||||
Own shares acquired
|
(41
|
)
|
(74,959
|
)
|
-
|
-
|
(75,000
|
)
|
||||||||||||
Share based payments
|
-
|
39,109
|
-
|
-
|
39,109
|
|||||||||||||||
Exercise of share options
|
17
|
2,059
|
-
|
-
|
2,076
|
|||||||||||||||
Balance as of September 30, 2022
|
418
|
403,685
|
)10,536(
|
151,435
|
545,002
|
Nine months ended
September 30
|
||||||||
2023
|
2022
|
|||||||
USD thousands
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Profit (loss) for the period
|
(24,714
|
)
|
17,676
|
|||||
Adjustments for:
|
||||||||
Depreciation and amortization
|
57,238
|
25,516
|
||||||
Net financing expense
|
1,889
|
1,537
|
||||||
Loss (gain) on leases change contracts
|
(115
|
)
|
56
|
|||||
Share-based payment
|
17,783
|
42,519
|
||||||
Loss on sale of business unit
|
1,765
|
-
|
||||||
Tax expenses (benefit)
|
(3,984
|
)
|
14,648
|
|||||
Change in trade and other receivables
|
43,987
|
41,282
|
||||||
Change in trade and other payables
|
(68,326
|
)
|
(73,315
|
)
|
||||
Change in employee benefits
|
7
|
(176
|
)
|
|||||
Income taxes received
|
269
|
948
|
||||||
Income taxes paid
|
(8,185
|
)
|
(13,017
|
)
|
||||
Interest received
|
5,655
|
1,685
|
||||||
Interest paid
|
(6,142
|
)
|
(298
|
)
|
||||
Net cash provided by operating activities
|
17,127
|
59,061
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Change in pledged deposits
|
1,007
|
1,455
|
||||||
Leases Receipt
|
863
|
833
|
||||||
Acquisition of fixed assets
|
(2,933
|
)
|
(1,011
|
)
|
||||
Acquisition and capitalization of intangible assets
|
(11,387
|
)
|
(4,869
|
)
|
||||
Acquisition of subsidiaries, net of cash acquired
|
-
|
(199,928
|
)
|
|||||
Investment in shares
|
-
|
(25,000
|
)
|
|||||
Proceeds from sale of business unit
|
-
|
857
|
||||||
Repayment of long-term loans
|
24
|
-
|
||||||
Net cash used in investing activities
|
(12,426
|
)
|
(227,663
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Acquisition of own shares
|
(8,952
|
)
|
(75,000
|
)
|
||||
Proceeds from exercise of share options
|
236
|
2,076
|
||||||
Receipt of long-term debt, net of debt cost
|
-
|
98,977
|
||||||
Leases repayment
|
(12,575
|
)
|
(7,082
|
)
|
||||
Net cash provided by (used in) financing activities
|
(21,291
|
)
|
18,971
|
|||||
Net decrease in cash and cash equivalents
|
(16,590
|
)
|
(149,631
|
)
|
||||
CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF PERIOD
|
217,500
|
367,717
|
||||||
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS
|
(1,833
|
)
|
(6,515
|
)
|
||||
CASH AND CASH EQUIVALENTS AS OF THE END OF PERIOD
|
199,077
|
211,571
|