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United States securities and exchange commission logo
April 28, 2021
Sagi Niri
Chief Financial Officer and Director
Tremor International Ltd.
Hashmonaim 121, 2nd Floor
Tel Aviv, 6713328, Israel
Re: Tremor
International Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted April 13,
2021
CIK No. 0001849396
Dear Mr. Niri:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
April 5, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1. We note your response
to prior comment 3 as it relates to the definition of unique users.
Please address the
following:
Explain your
reference to users visiting your site. In this regard, tell us whether you
are referring to
publisher or third-party sites as opposed to the company-owned sites,
and if so, revise
to clarify as such.
Explain further why
a monthly user measure would vary hourly.
If this metric
fluctuates significantly from period to period, address why you believe
it is appropriate
to disclose an approximate number of unique users at any given time
Sagi Niri
FirstName LastNameSagi
Tremor International Ltd. Niri
Comapany
April NameTremor International Ltd.
28, 2021
April 228, 2021 Page 2
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FirstName LastName
if that is not reflective of other periods.
Tell us how you calculate and validate the number of unique
users disclosed.
Revise to address how you track or count "unduplicated"
visitors.
Disclose the period represented in your current disclosures.
2. We note your revised disclosures in response to prior comment 1.
Please tell us why you
are highlighting the growth in CTV advertising revenue, which
comprises only
approximately 17% of your total IFRS revenue for fiscal 2020. In this
regard, you state in
your response to prior comment 4 that both CTV and Video revenue are
the core areas of
growth for the company. Also, explain to us the relevance of your
discussion regarding
CTV revenue growth in six month increments. Please revise, as
necessary.
3. We note your revised disclosures in response to prior comment 7.
Wherever you discuss
Adjusted EBITDA or adjusted EBITDA margin, please further revise to
discuss the
comparable IFRS measure before any discussion of the non-IFRS measure
and ensure you
include the IFRS measure for all periods in which you present the
non-IFRS measure. For
example, you discuss the increase in Adjusted EBITDA on a six-month
and full-year basis
but do not present a comparable discussion on an IFRS basis and you do
not disclose total
comprehensive income for each period in which you disclose the
non-IFRS measure.
Also, you disclose Adjusted EBITDA margin before you disclose net
profit margin.
Please revise your disclosures throughout the filing.
Summary Consolidated Financial and Other Data, page 15
4. We note that you removed the subtotal of gross profit from the face of
your consolidated
statements of operations in response to prior comment 15. However, we
further note that
you continue to present gross profit margin and gross profit
information in the forepart of
the filing. These measures as currently presented exclude amortization
and depreciation
and therefore are non-IFRS measures. Please tell us the amount of
amortization and
depreciation excluded from gross profit for each period presented. To
the extent you
continue to disclose gross profit or gross profit margin, you should
clearly label
them as non-IFRS measures, provide a reconciliation to the most
comparable IFRS
measure of gross profit, which includes depreciation and amortization
in cost of revenue,
and include all related required non-IFRS disclosures.
Key Performance Indicators and Other Operating Metrics, page 57
5. We have evaluated your response to prior comment 5 and while we are
still considering
your revenue recognition policy, we continue to believe that by
presenting programmatic
revenue and cost of revenue for fiscal 2019 on a net basis exclusive
of media costs, and
performance revenue for both fiscal 2019 and 2020 on a net basis
exclusive of traffic
acquisition costs, you have substituted an individually tailored
revenue recognition
principle for IFRS revenue and expenses. Please remove these measures
from your non-
IFRS disclosures. Similarly, any measures that are presented on a
non-IFRS basis, such as
net revenue, net revenue growth rate, percentage of video revenue, net
revenue retention
Sagi Niri
FirstName LastNameSagi
Tremor International Ltd. Niri
Comapany
April NameTremor International Ltd.
28, 2021
April 328, 2021 Page 3
Page
FirstName LastName
rate, etc. should also be revised. Refer to Item 10(e)(4)(ii) of
Regulation S-K, Question
100.04 of the Non-GAAP Compliance and Disclosure Interpretations and
Rule 100(b) of
Regulation G.
6. We note your revised reconciliation of Adjusted EBITDA in response to
prior comment
6. Please further revise to remove the subtotals of "profit for the
year" and "profit (loss)
from operations" from your reconciliation.
7. We note your discussion regarding changes in your various non-IFRS
measures beginning
on page 61. Any discussion of non-IFRS results should not be presented
with greater
prominence than your IFRS results of operations discussion. Please
revise so that your
IFRS results of operations discussion precedes any non-IFRS
discussion. Refer to
Question 102.10 of the non-GAAP C&DIs.
Key Operating Metrics, page 62
8. To the extent you continue to present net revenue retention rate in
your filing,
please revise to disclose what this measure is intending to provide,
as addressed in your
response to prior comment 10.
Description of Share Capital and Articles of Association
Exclusive Forum, page 114
9. We note your response to prior comment 12. Please revise to state that
investors cannot
waive compliance with the federal securities laws and the rules and
regulations
thereunder.
Consolidated Financial Statements
Statement of Operation and Other Comprehensive Income, page F-4
10. We note your response and revised disclosures to prior comment 15.
Please further revise
here to present depreciation and amortization expense as a separate
line item, and revise
the cost of revenue line item to indicate it is exclusive of
depreciation and amortization
shown separately below as specified in SAB Topic 11.B.
Notes to Consolidated Financial Statements
Note 3. Significant Accounting Policies
k. Revenue recognition, page F-19
11. Please provide the following additional information as it relates to
your response to prior
comment 13:
Describe in further detail the manual operations in fiscal 2019.
In this regard, explain
the sales team's involvement with your customers on a day-to-day
basis and clarify
how that changed when your processes were automated.
Clarify whether the processes that were previously performed
manually are now
being conducted via the platform, and confirm, if true, that your
involvement in the
Sagi Niri
Tremor International Ltd.
April 28, 2021
Page 4
purchase and sale of digital advertising inventory just switched
from a human to the
platform.
Tell us how the technological changes to your platform impacted
both the sales
person and customer s involvement in managing ad campaigns.
Specifically address
how the change from a manual to automatic process impacted your
customer s
involvement in targeting and placing advertisements, if at all.
Explain further your policy for granting credits and
inducements and clarify what is
meant by inducement.
Tell us under what circumstances credits and inducements were
granted in fiscal
2019 and describe any changes to your policies and procedures for
granting such
incentives in fiscal 2020.
Note 22. Subsequent Events, page F-53
12. We note that upon effectiveness of this offering, your CEO, COO and
CFO will receive
cash bonuses as well as RSU and PSU awards. Please revise to include a
discussion of
these awards and the estimated financial effect. Refer to IAS 10.21.
Also, tell us your
consideration to include pro forma per share information in your
Summary Consolidated
Financial and Other Data table, reflecting the additional compensation
that will be paid
upon effectiveness of this offering. Refer to Article 11-01(a)(8) of
Regulation S-X.
You may contact Brittany Ebbertt, Senior Staff Accountant, at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Alexandra Barone,
Staff Attorney, at (202) 551-8816 or Larry Spirgel, Office Chief, at (202)
551-3815 with any
other questions.
FirstName LastNameSagi Niri Sincerely,
Comapany NameTremor International Ltd.
Division of
Corporation Finance
April 28, 2021 Page 4 Office of
Technology
FirstName LastName