0001178913-23-000868.txt : 20230307 0001178913-23-000868.hdr.sgml : 20230307 20230307064517 ACCESSION NUMBER: 0001178913-23-000868 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230307 FILED AS OF DATE: 20230307 DATE AS OF CHANGE: 20230307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tremor International Ltd. CENTRAL INDEX KEY: 0001849396 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40504 FILM NUMBER: 23710986 BUSINESS ADDRESS: STREET 1: HASHMONAIM 121 STREET 2: 2ND FLOOR CITY: TEL AVIV STATE: L3 ZIP: 6713328 BUSINESS PHONE: 972-3-545-3900 MAIL ADDRESS: STREET 1: HASHMONAIM 121 STREET 2: 2ND FLOOR CITY: TEL AVIV STATE: L3 ZIP: 6713328 6-K 1 zk2329338.htm 6-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of March 2023

Commission File Number 001-40504

Tremor International Ltd.
(Translation of registrant’s name into English)

82 Yigal Alon Street, Tel Aviv 6789124, Israel
 (Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F T ☒               Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 



Explanatory Note

On March 7, 2023, the Company issued an announcement titled “Tremor International Reports Results for the Fourth Quarter and Year Ended December 31, 2022” pursuant to the AIM Market Rules, a copy of which is attached as Exhibit 99.1 to this Form 6-K.

Other than as indicated below, the information in this Form 6-K (including in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

The IFRS financial information contained in the (i) consolidated statements of financial position as of December 31, 2022 and as of December 31, 2021 (audited), (ii) consolidated statements of operation and other comprehensive income for the twelve months ended December 31, 2022, 2021, and 2020 (audited), (iii) consolidated statements of changes in equity (audited), and (iv) consolidated statements of cash flows for the twelve months ended December 31, 2022, 2021, and 2020 (audited) included in the press release attached as Exhibit 99.1 to this Report on Form 6-K are hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-258731) and shall be deemed to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

The following exhibit is furnished as part of this Form 6-K:

Exhibit 99.1
Company announcement dated March 7, 2023, “Tremor International Reports Results for the Fourth Quarter and Year Ended December 31, 2022”.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tremor International Ltd.

By:
/S/ Sagi Niri

Name:
Sagi Niri

Title:
Chief Financial Officer

Date: March 7, 2023




Exhibit List
 
 



 

 
EX-99.1 2 exhibit_99-1.htm EXHIBIT 99.1

Exhibit 99.1

  Tremor International Reports Results for the Fourth Quarter and Year Ended December 31, 2022

Generated record CTV spend and Contribution ex-TAC in both Q4 and FY 2022; CTV spend increased 59%
from Q4 2021 and 41% from full year 2021

Linear and CTV cross-planning capabilities created through acquisition of Amobee position the Company
for increased CTV market share gains and major partnerships in 2023 and beyond

Investment in VIDAA expected to generate meaningful revenue benefits beginning in late-2023

NEW YORK, March 7, 2023 -- Tremor International Ltd. (AIM/NASDAQ: TRMR) (“Tremor” or the “Company”), a global leader in data-driven video and connected TV (“CTV”) advertising technology offering an end-to-end platform that enables advertisers to optimize their campaigns and media companies to maximize inventory yield, today announces its financial results for the fourth quarter and year ended December 31, 2022.

Financial Summary

Generated record Q4 2022 Contribution ex-TAC of $103.0 million, compared to $88.6 million in Q4 2021, and record Contribution ex-TAC of $309.7 million for the year ended December 31, 2022, compared to $302.0 million for the year ended December 31, 2021, in-line with market expectations. All results shown for the three months ended December 31, 2022 include contributions from Amobee, while all results shown for the year ended December 31, 2022 include contributions from Amobee for the September 12, 2022 through December 31, 2022 period.

Significantly expanded CTV market share, generating record Q4 CTV spend of $99.6 million, an increase of 59% compared to $62.5 million in Q4 2021, and record CTV spend of $283.6 million for the year ended December 31, 2022, reflecting a 41% increase from $201.0 million generated for the year ended December 31, 2021.

Achieved Q4 2022 Adjusted EBITDA of $36.9 million, compared to $54.0 million in Q4 2021, and Adjusted EBITDA of $144.9 million for the year ended December 31, 2022, compared to $161.2 million for the year ended December 31, 2021, in-line with market expectations.

Maintained strong margins, including a 34% Adjusted EBITDA margin on a reported revenue basis and 36% on a Contribution ex-TAC basis in Q4 2022, and a 43% Adjusted EBITDA margin on a reported revenue basis, and 47% on a Contribution ex-TAC basis for the year ended December 31, 2022.

CTV spend during the twelve months ended December 31, 2022 reflected 39% of total spend and 42% of programmatic spend.

Video revenue, including CTV, continued to represent the vast majority of Tremor’s Contribution ex-TAC at approximately 73% for Q4 2022 and 79% for the year ended December 31, 2022.

$115.5 million net cash position as of December 31, 2022, alongside remaining $80 million undrawn on the Company’s revolving credit facility, provides strong liquidity for the ongoing needs of the business as well as for future potential strategic investments and initiatives.

Achieved a net retention rate of 80% during 2022. While the Company’s net retention rate declined year-over-year, largely due to lower spending by advertising customers amidst challenging market conditions, the Company was able to increase its active customer base.



“During the fourth quarter, we significantly expanded our CTV market share and customer base while working on the integration of new, enhanced, and differentiated technology and data capabilities around linear TV and CTV cross-planning, which we believe will prove to be critical for success in the future of digital advertising,” said Ofer Druker, Tremor International’s Chief Executive Officer. “In 2023, we will keep our focus on generating strong profitability and cash flow, deepening revenue relationships with leading brands, agencies, broadcasters, and CTV partners, completing the integration of Amobee, and unifying the Company under one brand to more effectively convey the holistic value proposition of our end-to-end technology ecosystem in the market.”

Mr. Druker added, “As macroeconomic uncertainty persists, we’ve observed customers increasingly consolidating budgets with fewer trusted partners, and more complete and advanced technology solutions, that optimize budget deployment through efficient data-driven planning and audience targeting to drive superior returns on advertising spend. We believe our technology suite offers a comprehensive solution across planning, data, activation, and media unmatched in the open internet, strongly positioning the Company with the potential to capture a larger share of existing customer budgets and attract new customers and partners.”

Operational Highlights

Achieved significant progress integrating Amobee and introducing combined capabilities to the market; the Company continues to expect to largely complete the technology integration by the end of H1 2023:

o
Successfully enhanced efficiency by combining management, sales, marketing, and product teams, realizing approximately $50 million in annualized operating cost synergies, while generating positive adjusted EBITDA from Amobee within the first three weeks of closing the acquisition.

o
Management continues to expect total annualized operating cost synergies of approximately $65 million, which includes the approximately $50 million already realized.

o
The Company continues to focus on generating further cost savings by eliminating duplicative technology fees as it works towards combining the Tremor Video and Amobee DSPs into a single enhanced CTV- and video-focused platform with stronger enterprise self-service capabilities, and unique linear TV and CTV cross-planning capabilities.

o
The linear TV and cross-planning capabilities enabled by the acquisition of Amobee are already generating commercial traction with some of the world’s leading broadcasters and agencies. The Company is engaged in ongoing partnership discussions and testing with major broadcasters and agencies seeking to leverage its newly created cross-planning technology and is encouraged by early signs that this technology increases the likelihood of existing and prospective customers adopting multiple solutions across the Company’s end-to-end ecosystem.

Deepened strategic relationship with VIDAA and Hisense; the Company expects meaningful revenue benefits associated with its investment in VIDAA beginning in late-2023:

o
Executed a first-of-its-kind partnership with Hisense, VIDAA, and Google to enable ad monetization on the FIFA+ CTV app across millions of VIDAA- and Google-powered smart TVs during the 2022 FIFA World Cup. The Company expects additional exclusive sports-related CTV content opportunities through its partnership with VIDAA and Hisense in the future.

o
VIDAA continued to expand its market share, increasing adoption by additional smart TV brands, and adding several major CTV partners. We believe VIDAA now delivers a wide range of major U.S. subscription video-on-demand (“SVOD”) services and streams an average of approximately 1 billion hours of monthly content in roughly 180 countries and territories.

o
VIDAA launched VIDAA Free, a streaming hub offering video-on-demand, live linear, FAST, and ad-supported content which will be available on millions of VIDAA-powered smart TVs from Hisense. VIDAA Free is currently live in the U.S., with plans to expand globally later in 2023. This is expected to benefit Tremor over time through the Company’s ad monetization exclusivity on VIDAA media in the U.S., U.K., Canada, and Australia.

o
For the first time, according to AVC Revo, Hisense rose to number one in the world for monthly global smart TV shipments during December 2022. As Hisense continues to expand its reach, Tremor and its customers are expected to increasingly benefit through the Company’s unique exclusive global access to VIDAA’s ACR data for targeting and measurement within CTV.

Tremor Video and Unruly continued to generate increased advertiser and supply partner adoption:

o
Unruly added 87 new supply partners, including 56 in the US, during Q4 2022, and 319 new supply partners, including 160 in the US, for the year ended December 31, 2022. Partners continued to be added across verticals such as sports, news, and entertainment, and several formats including online video, mobile, CTV, and OTT apps from leading broadcast and vMVPD businesses.

o
Unruly CTRL, Tremor’s self-service platform for publishers, saw PMP spend increase by 160% during Q4 2022 compared to Q4 2021, and 247% for the year ended December 31, 2022, compared to the year ended December 31, 2021.

o
Tremor Video added 42 new advertiser customers during Q4 2022, and 233 for the year ended December 31, 2022, across retail, political, CPG, travel, and automotive verticals, as well as others.

o
Tr. ly produced 365% more unique creatives during 2022 than in 2021. Growth was attributable to increased adoption of Tr. ly’s premium creative services, including its data-driven creative product, which doubled the number of campaigns executed during 2022 compared to 2021, and generated 345% more spend from clients over the same period.



Share Repurchase Program Update


o
Tremor International repurchased 3,114,310 Ordinary shares during Q4 2022 at an average price of 304.48 pence, reflecting a total investment of approximately £9.50 million, or $11.3 million. The Company’s currently authorized share repurchase program will continue until either April 1, 2023, or until it has been completed. The share repurchase program does not obligate Tremor to repurchase any particular amount of Ordinary Shares and the program may be suspended, modified, or discontinued at any time at the Company’s discretion, subject to applicable law.

o
During the year ended December 31, 2022, the Company repurchased 16,906,795 Ordinary shares, or approximately 11% of shares outstanding, at an average price of 413.03 pence, reflecting a total investment of approximately £70.0 million, or $86.3 million.

Financial Guidance


o
Global economic uncertainty which negatively impacted the advertising industry throughout 2022, driven by several factors including rising inflation, rising interest rates, global supply chain constraints, residual effects from the COVID-19 pandemic, geopolitical conflicts, and recession concerns, continues to represent a challenge for the Company, its global customers, and partners.

o
Due to these uncertainties, management has lowered its full year 2023 Contribution ex-TAC and Adjusted EBITDA outlook and expects global advertising demand to remain constrained in H1 2023, and potentially longer, however does not anticipate advertising demand will weaken to the soft levels observed during late-2022, and earlier in 2023.

o
Management anticipates incremental improvements to results during H2 2023, driven by anticipated positive effects of completing the integration of Amobee, expected revenue benefits associated with the Company’s investment in VIDAA beginning in late-2023, and expectations for tempered improvements in the global advertising demand environment, and accordingly, Tremor estimates:


Full year 2023 Contribution ex-TAC of approximately $400 million

Full year 2023 Adjusted EBITDA in a range of approximately $140 – $145 million


o
In 2023, management believes revenue tied to the Company’s core business, focused on programmatic activities, will grow approximately 5% on a combined pro forma basis, while revenue in the Company’s non-core performance business is expected to decline year-over-year.

Fourth Quarter and Full Year 2022 Financial Highlights ($ in millions, except per share amounts)

   
Three months ended December 31
   
Twelve months ended December 31
 
 
 
2022
   
2021
   
%
   
2022
   
2021
   
%
 
IFRS highlights
                             
Revenues
   
107.7
     
102.5
     
5
%
   
335.3
     
341.9
     
(2
)%
Programmatic Revenues
   
94.5
     
74.5
     
27
%
   
274.4
     
266.6
     
3
%
Operating Profit
   
10.8
     
24.4
     
(56
)%
   
44.8
     
74.5
     
(40
)%
                                                 
Total Comprehensive Income
   
9.8
     
23.9
     
(59
)%
   
16.2
     
70.6
     
(77
)%
Diluted EPS
   
0.03
     
0.15
     
(77
)%
   
0.15
     
0.48
     
(69
)%
Non-IFRS Highlights
                                               
Contribution ex-TAC
   
103.0
     
88.6
     
16
%
   
309.7
     
302.0
     
3
%
                                                 
Adjusted EBITDA
   
36.9
     
54.0
     
(32
)%
   
144.9
     
161.2
     
(10
)%
Adjusted EBITDA Margin
   
36
%
   
61
%
   
(41
)%
   
47
%
   
53
%
   
(11
)%
                                                 
Non-IFRS net Income
   
22.2
     
43.3
     
(49
)%
   
91.8
     
126.8
     
(28
)%
Non-IFRS Diluted EPS
   
0.15
     
0.27
     
(44
)%
   
0.60
     
0.83
     
(28
)%



Fourth Quarter and Full Year 2022 Financial Results Webcast and Conference Call Details


Tremor International Fourth Quarter and Twelve Months Ended December 31, 2022 Earnings Webcast and Conference Call

March 7, 2023, at 6:00 AM PT, 9:00 AM ET, and 2:00 PM GMT

Webcast Link: https://edge.media-server.com/mmc/p/au3jxmf8

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: 9548695

Use of Non-IFRS Financial Information

In addition to our IFRS results, we review certain non-IFRS financial measures to help us evaluate our business, measure our performance, identify trends affecting our business, establish budgets, measure the effectiveness of investments in our technology and development and sales and marketing, and assess our operational efficiencies. These non-IFRS measures include Contribution ex-TAC, Adjusted EBITDA, Non-IFRS Net Income and Non-IFRS Earnings per share, each of which is discussed below.

These non-IFRS financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with IFRS. You are encouraged to evaluate these adjustments and review the reconciliation of these non-IFRS financial measures to their most comparable IFRS measures, and the reasons we consider them appropriate. It is important to note that the particular items we exclude from, or include in, our non-IFRS financial measures may differ from the items excluded from, or included in, similar non-IFRS financial measures used by other companies. See "Reconciliation of Revenue to Contribution ex-TAC," "Reconciliation of Net Income to Adjusted EBITDA," and "Reconciliation of Net Income to Non-IFRS Net Income," included as part of this press release.


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”). 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 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 as a percentage of Contribution ex-TAC.
 

o
Non-IFRS Income and Non-IFRS Earnings per Share:  We define non-IFRS earnings per share as non-IFRS income divided by non-IFRS weighted-average shares outstanding. Non-IFRS income is equal to net income 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 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 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 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.

We do not provide a reconciliation of forward-looking non-IFRS financial metrics, because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding IFRS metric.
 
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (as implemented into English law) ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.


 
About Tremor International

Tremor is a global company offering an end-to-end technology advertising platform, operating across three core capabilities - Video, Data, and CTV. Tremor's unique approach is centered on offering a full stack of end-to-end solutions which provides it with a major competitive advantage within the video advertising ecosystem.

Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative content. Tremor Video's innovative video advertising technology has offerings in CTV, in-stream, out-stream and in-app. To learn more, visit www.tremorvideo.com 

Amobee optimizes outcomes for advertisers and media companies, while providing a better consumer experience. Its platform assists customers by furthering their audience development, optimizing their cross-channel performance across TV, connected TV, and digital media, and driving new customer growth through detailed analytics and reporting. To learn more, visit www.amobee.com

Unruly, the media side of Tremor, drives real business outcomes in multiscreen advertising. Its programmatic platform efficiently and effectively delivers performance, quality, and actionable data to demand and supply-focused clients and partners. Tremor has a meaningful number of direct integrations with premium publishers, unique demand relationships with a variety of advertisers and privileged access to News Corp inventory. Unruly connects to the world's largest DSPs and is compatible with most Ad Age top 100 brands. To learn more, visit www.unruly.co 

Tremor is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, and Asia-Pacific and is traded on the London Stock Exchange (AIM: TRMR) and NASDAQ (TRMR).

For more information, visit: https://www.tremorinternational.com/ 

For further information please contact:

Tremor International Ltd.
Billy Eckert, Senior Director Investor Relations
ir@tremorinternational.com

KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
tremorir@kcsa.com 

Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia
Kate Kilgallen
Tel: +44 20 7390 0230 or tremor@vigoconsulting.com

finnCap Ltd.
Jonny Franklin-Adams / Charlie Beeson / George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
Tel: +44 20 7220 0500

Stifel Nicolaus Europe Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
Tel: +44 20 7710 7600

PR Contact
Caroline Smith
VP, Communications, Tremor International
csmith@tremorinternational.com



Forward Looking Statements

This press release contains forward-looking statements, including forward-looking statements within the meaning of Section 27A of the United Stated Securities Act of 1933, as amended, and Section 21E of the United States Securities and Exchange Act of 1934, as amended. Forward-looking statements are identified by words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “can,” “will,” “estimates,” and other similar expressions. However, these words are not the only way Tremor identifies forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the anticipated financial results for full year 2023; anticipated benefits of Tremor’s strategic transactions and commercial partnerships; anticipated features and benefits of Tremor’s products and service offerings; Tremor’s positioning for continued future growth in both the US and international markets in 2023 and beyond; Tremor’s implementation of a substantial share repurchase while also continuing to evaluate strategic opportunities to acquire companies and invest in technology, products, sales and marketing to further expand its platform; Tremor’s medium- to long-term prospects; management’s belief that Tremor is well-positioned to benefit from anticipated future industry growth trends and Company-specific catalysts; the potential negative impact of inflationary pressures, rising interest rates, geopolitical and macroeconomic uncertainty, recession concerns, and the widespread global supply chain issues that have limited advertising activity and the anticipation that these challenges could continue to have an impact for the remainder of 2023 and beyond; the future impact of the Company’s liquidity position and its ability to meet the ongoing needs of the business as well as for future potential investments and related initiatives; the anticipated benefits from the Company’s investment in VIDAA and its enhanced strategic relationship with Hisense; the anticipated benefits and synergies from the Amobee acquisition and ability of Tremor to continue to recognize those synergies; Tremor’s ability to continue to execute on cross-selling opportunities and its introduction of new technology products to a significantly larger customer base and addressable market; the timing to complete the technology integration of Amobee, as well as any other statements related to Tremor’s future financial results and operating performance. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors that may cause Tremor's actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: negative global economic conditions, potential negative developments in the COVID-19 pandemic as well as global conflicts and war, and how those developments may adversely impact Tremor’s business, customers, and the markets in which Tremor competes, changes in industry trends, the risk that Tremor will not realize the anticipated benefits of its acquisition of Amobee and strategic investment in VIDAA, including as a result of an inability to integrate Amobee’s business effectively and efficiently into Tremor, and other negative developments in Tremor's business or unfavourable legislative or regulatory developments. Tremor cautions you not to place undue reliance on these forward-looking statements. For a more detailed discussion of these factors, and other factors that could cause actual results to vary materially, interested parties should review the risk factors listed in Tremor’s most recent Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission (www.sec.gov) on March 7, 2023. Any forward-looking statements made by Tremor in this press release speak only as of the date of this press release, and Tremor does not intend to update these forward-looking statements after the date of this press release, except as required by law.

Tremor, and the Tremor logo are trademarks of Tremor International Ltd. in the United States and other countries. All other trademarks are the property of their respective owners. The use of the word “partner” or “partnership” in this press release does not mean a legal partner or legal partnership.



Reconciliation of Net Income to Adjusted EBITDA

 
 
Three months ended December 31
   
Twelve months ended December 31
 
 
 
2022
   
2021
   
%
   
2022
   
2021
   
%
 
($ in thousands)
                             
Net Income
   
5,061
     
24,400
     
(79
)%
   
22,737
     
73,223
     
(69
)%
Taxes on income
   
5,040
     
(601
)
           
19,688
     
(948
)
       
Financial expense, net
   
717
     
564
             
2,327
     
2,187
         
Depreciation and amortization
   
17,184
     
10,314
             
42,700
     
40,259
         
Stock-based compensation
   
7,986
     
19,122
             
50,505
     
42,818
         
Restructuring & Acquisition costs
   
400
     
253
             
6,392
     
761
         
Other expense (income), net
   
540
     
-
             
540
     
-
         
IPO related one-time costs
   
-
     
-
             
-
     
2,938
         
Adjusted EBITDA
   
36,928
     
54,052
     
(32
)%
   
144,889
     
161,238
     
(10
)%

Reconciliation of Revenue to Contribution ex-TAC

 
 
Three months ended December 31
   
Twelve months ended December 31
 
 
 
2022
   
2021
   
%
   
2022
   
2021
   
%
 
($ in thousands)
                       
Revenues
   
107,697
     
102,534
     
5
%
   
335,250
     
341,945
     
(2
)%
Cost of revenues (exclusive of depreciation and amortization)
   
(17,265
)
   
(20,348
)
           
(60,745
)
   
(71,651
)
       
Depreciation and amortization attributable to Cost of Revenues
   
(11,810
)
   
(4,396
)
           
(25,367
)
   
(16,605
)
       
Gross profit (IFRS)
   
78,622
     
77,790
     
1
%
   
249,138
     
253,689
     
(2
)%
Depreciation and amortization attributable to Cost of Revenues
   
11,810
     
4,396
             
25,367
     
16,605
         
Cost of revenues (exclusive of depreciation and amortization)
   
17,265
     
20,348
             
60,745
     
71,651
         
Performance media cost
   
(4,695
)
   
(13,958
)
           
(25,524
)
   
(39,970
)
       
Contribution ex-TAC (Non-IFRS)
   
103,002
     
88,576
     
16
%
   
309,726
     
301,975
     
3
%

Reconciliation of Net Income to Non-IFRS Net Income

 
 
Three months ended December 31
   
Twelve months ended December 31
 
 
 
2022
   
2021
   
%
   
2022
   
2021
   
%
 
($ in thousands)
                             
Net Income
   
5,061
     
24,400
     
(79
)%
   
22,737
     
73,223
     
(69
)%
Acquisition and related items, including amortization of acquired intangibles and restructuring
   
8,896
     
6,939
             
27,160
     
27,233
         
Stock-based compensation expense
   
7,986
     
19,122
             
50,505
     
42,818
         
IPO related one-time costs
   
-
     
-
             
-
     
2,938
         
Other expense (income), net
   
540
     
-
             
540
     
-
         
Tax effect of Non-GAAP adjustments (1)
   
(262
)
   
(7,200
)
           
(9,130
)
   
(19,435
)
       
Non-IFRS Income
   
22,221
     
43,261
     
(49
)%
   
91,812
     
126,777
     
(28
)%
                                                 
Weighted average shares outstanding—diluted (in millions) (2)
   
147.6
     
161.0
             
153.1
     
152.7
         
                                                 
Non-IFRS diluted EPS (in USD)
   
0.15
     
0.27
     
(44
)%
   
0.60
     
0.83
     
(28
)%

(1)
Non-IFRS income includes the estimated tax impact from the expense items reconciling between net income 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
 



TREMOR INTERNATIONAL LTD.
 
 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Audited)
 
   
December 31
 
   
2022
   
2021
 
   
USD thousands
 
Assets
           
ASSETS:
           
Cash and cash equivalents
   
217,500
     
367,717
 
Trade receivables, net
   
219,837
     
165,063
 
Other receivables
   
23,415
     
18,236
 
Current tax assets
   
750
     
981
 
                 
TOTAL CURRENT ASSETS
   
461,502
     
551,997
 
                 
Fixed assets, net
   
29,874
     
3,464
 
Right-of-use assets
   
23,122
     
13,955
 
Intangible assets, net
   
398,096
     
208,220
 
Deferred tax assets
   
18,161
     
24,431
 
Investment in shares
   
25,000
     
-
 
Other long-term assets
   
406
     
672
 
                 
TOTAL NON-CURRENT ASSETS
   
494,659
     
250,742
 
                 
TOTAL ASSETS
   
956,161
     
802,739
 
                 
Liabilities and shareholders’ equity
               
                 
LIABILITIES:
               
Current maturities of lease liabilities
   
14,104
     
7,119
 
Trade payables
   
212,690
     
161,812
 
Other payables
   
45,705
     
42,900
 
Current tax liabilities
   
9,417
     
8,836
 
                 
TOTAL CURRENT LIABILITIES
   
281,916
     
220,667
 
                 
Employee benefits
   
238
     
426
 
Long-term lease liabilities
   
15,234
     
7,876
 
Long-term debt
   
98,544
     
-
 
Other long-term liabilities
   
7,452
     
-
 
Deferred tax liabilities
   
1,162
     
1,395
 
                 
TOTAL NON-CURRENT LIABILITIES
   
122,630
     
9,697
 
                 
TOTAL LIABILITIES
   
404,546
     
230,364
 
                 
SHAREHOLDERS’ EQUITY:
               
Share capital
   
413
     
442
 
Share premium
   
400,507
     
437,476
 
Other comprehensive income (loss)
   
(5,801
)
   
698
 
Retained earnings
   
156,496
     
133,759
 
                 
TOTAL SHAREHOLDERS’ EQUITY
   
551,615
     
572,375
 
                 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   
956,161
     
802,739
 

Date of approval of the financial statements: March 6, 2023.


 
TREMOR INTERNATIONAL LTD.
 
 CONSOLIDATED STATEMENTS OF OPERATION AND OTHER COMPREHENSIVE INCOME
 
(Audited)
 
   
Year ended
December 31
 
   
2022
   
2021
   
2020
 
   
USD thousands
 
                   
Revenues
   
335,250
     
341,945
     
211,920
 
                         
Cost of Revenues (Exclusive of depreciation and amortization shown separately below)
   
60,745
     
71,651
     
59,807
 
                         
Research and development expenses
   
33,659
     
18,422
     
13,260
 
Selling and marketing expenses
   
89,953
     
74,611
     
68,765
 
General and administrative expenses
   
68,005
     
63,499
     
29,678
 
Depreciation and amortization
   
42,700
     
40,259
     
45,187
 
Other expenses (income), net
   
(4,564
)
   
(959
)
   
1,248
 
                         
Total operating costs
   
229,753
     
195,832
     
158,138
 
                         
Operating Profit (Loss)
   
44,752
     
74,462
     
(6,025
)
                         
Financing income
   
(2,284
)
   
(483
)
   
(445
)
Financing expenses
   
4,611
     
2,670
     
1,862
 
                         
Financing expenses, net
   
2,327
     
2,187
     
1,417
 
                         
Profit (Loss) before taxes on income
   
42,425
     
72,275
     
(7,442
)
                         
Tax benefit (expenses)
   
(19,688
)
   
948
     
9,581
 
                         
Profit for the year
   
22,737
     
73,223
     
2,139
 
                         
Other comprehensive income (loss) items:
                       
Foreign currency translation differences for foreign operations
   
(6,499
)
   
(2,632
)
   
2,836
 
                         
Total other comprehensive income (loss) for the year
   
(6,499
)
   
(2,632
)
   
2,836
 
                         
Total comprehensive income for the year
   
16,238
     
70,591
     
4,975
 
                         
Earnings per share
                       
Basic earnings per share (in USD)
   
0.15
     
0.51
     
0.02
 
Diluted earnings per share (in USD)
   
0.15
     
0.48
     
0.02
 
 

 
TREMOR INTERNATIONAL LTD.
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
(Audited)
 
   
Share capital
   
Share premium
   
Other comprehensive income
   
Retained Earnings
   
Total
 
   
USD thousands
 
                               
Balance as of January 1, 2020
   
351
     
240,989
     
494
     
58,778
     
300,612
 
Total Comprehensive income for the year
                                       
Profit for the year
   
-
     
-
     
-
     
2,139
     
2,139
 
Other comprehensive Income:
                                       
Foreign currency translation
   
-
     
-
     
2,836
     
-
     
2,836
 
                                         
Total comprehensive income for the year
   
-
     
-
     
2,836
     
2,139
     
4,975
 
                                         
Transactions with owners, recognized directly in equity
                                       
Issuance of shares in a Business Combination
   
25
     
14,092
     
-
     
-
     
14,117
 
Revaluation of liability for put option on non- controlling interests
   
-
     
-
     
-
     
(445
)
   
(445
)
Own shares acquired
   
(15
)
   
(9,950
)
   
-
     
-
     
(9,965
)
Share based compensation
   
-
     
18,770
     
-
     
-
     
18,770
 
Exercise of share options
   
19
     
930
     
-
     
-
     
949
 
                                         
Balance as of December 31, 2020
   
380
     
264,831
     
3,330
     
60,472
     
329,013
 
Total Comprehensive Income (loss) for the year
                             
Profit for the year
   
-
     
-
     
-
     
73,223
     
73,223
 
Other comprehensive loss:
                                       
Foreign Currency Translation
   
-
     
-
     
(2,632
)
   
-
     
(2,632
)
                                         
Total comprehensive Income (loss) for the year
   
-
     
-
     
(2,632
)
   
73,223
     
70,591
 
                                         
Transactions with owners, recognized directly in equity
                                       
Revaluation of liability for put option on non- controlling interests
   
-
     
-
     
-
     
64
     
64
 
Own shares acquired
   
(3
)
   
(6,640
)
   
-
     
-
     
(6,643
)
Share based compensation
   
-
     
41,822
     
-
     
-
     
41,822
 
Exercise of share options
   
17
     
1,353
     
-
     
-
     
1,370
 
Issuance of shares
   
47
     
136,111
     
-
     
-
     
136,158
 
Issuance of Restricted shares
   
1
     
(1
)
   
-
     
-
     
-
 
                                         
Balance as of December 31, 2021
   
442
     
437,476
     
698
     
133,759
     
572,375
 



TREMOR INTERNATIONAL LTD.
 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Cont.)

(Audited)
 
   
Share capital
   
Share premium
   
Other comprehensive income
   
Retained Earnings
   
Total
 
   
USD thousands
 
                               
Total Comprehensive Income (loss) for the year
                             
Profit for the year
   
-
     
-
     
-
     
22,737
     
22,737
 
Other comprehensive loss:
                                       
Foreign Currency Translation
   
-
     
-
     
(6,499
)
   
-
     
(6,499
)
                                         
Total comprehensive Income (loss) for the year
   
-
     
-
     
(6,499
)
   
22,737
     
16,238
 
                                         
Transactions with owners, recognized directly in equity
                                       
Own shares acquired
   
(50
)
   
(86,202
)
   
-
     
-
     
(86,252
)
Share based compensation
           
47,049
     
-
     
-
     
47,049
 
Exercise of share options
   
21
     
2,184
     
-
     
-
     
2,205
 
                                         
Balance as of December 31, 2022
   
413
     
400,507
     
(5,801
)
   
156,496
     
551,615
 


 
TREMOR INTERNATIONAL LTD.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Audited)
 
   
Year ended
December 31
 
   
2022
   
2021
   
2020
 
   
USD thousands
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Profit for the year
   
22,737
     
73,223
     
2,139
 
Adjustments for:
                       
Depreciation and amortization
   
42,700
     
40,259
     
45,187
 
Net financing expense
   
2,147
     
2,023
     
1,310
 
Disposals of fixed and intangible assets
   
542
     
-
     
3
 
Loss (Gain) on leases change contracts
   
56
     
(377
)
   
(2,103
)
Gain on sale of business unit
   
-
     
(982
)
   
(503
)
Share-based compensation and restricted shares
   
50,505
     
42,818
     
14,490
 
Tax (benefit) expense
   
19,688
     
(948
)
   
(9,581
)
Change in trade and other receivables
   
57,050
     
(11,676
)
   
(39,351
)
Change in trade and other payables
   
(100,145
)
   
26,845
     
25,882
 
Change in employee benefits
   
(179
)
   
(69
)
   
(23
)
Income taxes received
   
1,175
     
2,231
     
1,168
 
Income taxes paid
   
(14,784
)
   
(3,185
)
   
(2,855
)
Interest received
   
2,103
     
496
     
517
 
Interest paid
   
(587
)
   
(570
)
   
(1,117
)
                         
Net cash provided by operating activities
   
83,008
     
170,088
     
35,163
 
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Change in pledged deposits, net
   
(213
)
   
(11
)
   
229
 
Payments on finance lease receivable
   
1,306
     
2,454
     
2,885
 
Repayment of long-term loans
   
-
     
-
     
817
 
Acquisition of fixed assets
   
(6,433
)
   
(3,378
)
   
(594
)
Acquisition and capitalization of intangible assets
   
(8,750
)
   
(4,966
)
   
(4,858
)
Proceeds from sale of business unit
   
1,180
     
415
     
232
 
Investment in shares
   
(25,000
)
   
-
     
-
 
Acquisition of subsidiaries, net of cash acquired
   
(195,084
)
   
(11,001
)
   
6,208
 
                         
Net cash provided by (used in) investing activities
   
(232,994
)
   
(16,487
)
   
4,919
 
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Acquisition of own shares
   
(86,048
)
   
(6,643
)
   
(9,965
)
Proceeds from exercise of share options
   
2,205
     
1,370
     
949
 
Leases repayment
   
(12,018
)
   
(10,009
)
   
(13,351
)
Issuance of shares, net of issuance cost
   
-
     
134,558
     
-
 
Receipt of long-term debt, net of transaction cost
   
98,917
     
-
     
-
 
Payment of financial liability
   
-
     
(2,414
)
   
-
 
Net cash provided by (used in) financing activities
   
3,056
     
116,862
     
(22,367
)
                         
Net increase (decrease) in cash and cash equivalents
   
(146,930
)
   
270,463
     
17,715
 
                         
CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF YEAR
   
367,717
     
97,463
     
79,047
 
EFFECT OF EXCHANGE RATE FLUCTUATIONS ON CASH AND CASH EQUIVALENTS
   
(3,287
)
   
(209
)
   
701
 
                         
CASH AND CASH EQUIVALENTS AS OF THE END OF YEAR
   
217,500
     
367,717
     
97,463