• Tremor International Reports Record Results for the Three and Six Months Ended June 30, 2021

    来源: Nasdaq GlobeNewswire / 19 8月 2021 02:00:01   America/New_York

    TEL-AVIV, Israel, Aug. 19, 2021 (GLOBE NEWSWIRE) -- Tremor International Ltd. (AIM/NASDAQ: TRMR) (“Tremor” or the “Company”), a global leader in Video and Connected TV ('CTV') advertising, offering an end-to-end technology platform that enables advertisers to reach relevant audiences and publishers to maximize yield on their digital advertising inventory, announced today its financial results for the three and six months ended June 30, 2021.

    “I am pleased to report that the first half of 2021 further validated Tremor’s strategy of developing an end-to-end technology platform and our focus on Video, CTV and data. This impressive revenue growth, which we believe is one of the highest across our peer group, affirms our continued investment in product innovation and business development,” said Ofer Druker, Chief Executive Officer of Tremor. “I am equally proud that the entirety of the growth we achieved in the first half of 2021 was organic and as a result of increased client spending on programmatic advertising. Increasingly, Tremor is empowering our clients to deliver impactful brand stories to targeted, relevant audiences globally.”

    Mr Druker concluded, “The successful capital raise through our U.S. IPO and concurrent listing of our shares on NASDAQ in June represents a milestone achievement for Tremor and a de-facto endorsement from our shareholders.”

    Second Quarter 2021 Financial Highlights ($ in millions, except per share amount)

      Three months ended June 30 Six Months ended June 30
      2021   2020   %   2021   2020   %  
    IFRS highlights           
    Revenues81.4 35.7 128% 152.4 74.3 105% 
    Programmatic Revenues67.5 22.8 196% 123.2 50.0 146% 
    Operating Profit/(Loss)21.2 (13.8) 254% 36.4 (31.5) 216% 
                 
    Total Comprehensive Income/(Loss)24.4 (12.7) 293% 36.4 (29.6) 223% 
    Diluted EPS0.17 (0.09) 292% 0.26 (0.19) 234% 
                 
    Non-IFRS highlights            
    Contribution ex-TAC73.7 28.5 159% 136.7 60.6 126% 
                 
    Adjusted EBITDA37.3 1.2 2,930% 64.8 1.8 3,545% 
    Adjusted EBITDA Margin51% 4% 1,070% 47% 3% 1,516% 
                 
    Non-IFRS net Income (Loss)32.8 (3.2) 1,111% 50.2 (5.7) 983% 
    Non-IFRS Diluted EPS0.23 (0.02) 1,054% 0.35 (0.04) 935% 


    Second Quarter and H1 Highlights

    • Record Financial Performance Underpinned by Significant Programmatic Activity
      Strong growth in Programmatic activity reinforces the Company’s strategy to create an end-to-end platform while leveraging technology, data and business intelligence. Momentum buoyed by strong performance in video across all screens, fuelled by CTV:
      • Q2 Contribution ex-TAC increased 159% to $73.7 million, compared to Q2 2020
      • H1 Contribution ex-TAC increased by 126% to $136.7 million year-over-year
    • Q2 Programmatic Revenue increased 196% to $67.5 million, compared to Q2 2020, driven by continued strong performance in CTV
      • H1 Programmatic Revenue increased 146% to $123.2 million year-over-year
    • Q2 Adjusted EBITDA increased 2,930% to $37.3 million year-over-year, compared to Q2 2020
      • H1 Adjusted EBITDA increased 3,545% to $64.8 million year-over-year
    • Continued Growth in CTV and Video Spending
      CTV remains a strategic focus for Tremor as the industry continues to shift towards programmatic buying.
      • CTV Revenue grew by 280% to $20.9 million in Q2 2021, compared to the same period in 2020
      • CTV accounted for 28% of total Contribution ex-TAC in Q2 2021 compared to 19% in the same period in 2020
      • Video represented 81% of total Contribution ex-TAC in H1 2021, up from 69% in H1 2020 
    • Strengthened Balance Sheet and Exposure to U.S. Capital Markets
      • On June 22, 2021, Tremor successfully raised $128.6 million (plus an additional $19.3 million in gross proceeds through underwriters’ exercising of its over-allotment option), before deducting underwriting discounts and commissions when its American Depositary Shares (ADSs) began trading on the NASDAQ Global Market under the ticker symbol “TRMR.”
      • NASDAQ listing expected to provide the Company with greater visibility in the marketplace and to better position it to raise additional capital in the future.
      • The Company intends to use the net proceeds from this offering for working capital, general corporate purposes and to fund incremental growth, including possible acquisitions in the future
      • Cash and cash equivalents of $275.5 million and zero debt as of June 30, 2021
         
    • Expanding Omnichannel Solution
      Tremor empowers advertisers to complement their video campaigns with premium listening environments through programmatic audio.
      • Ability to run standard or tag-based audio campaigns with our supply partners such as AdsWizz, Pandora and Spotify
      • Ability to target smart speakers like Amazon Echo and Google Home through connected device targeting 
    • Expanded Partnership Roster and Achieved Important Business Wins
      • New partnerships with Tegna, Rakuten Viki and A&E
      • Completed support for LiveRamp's IdentityLink solution and Unified ID 2.0 in the Exchange to facilitate industry initiatives to support a cookie-less world
      • Launched in-house TV retargeting and measurement solution that provides brand advertisers the ability to reach and engage TV viewing audiences at scale with Data-Driven Video Creative (DDC)
      • Tr.ly Creative has provided support this year to leading brands that include: Amazon, The Home Depot, Walgreens, NewsUK (including the Sun and Times Radio), Lego, Disney, McDonalds and Norton

    Financial Guidance

    Our guidance assumes that the global economy continues to recover and we do not have any major COVID-19-related setbacks that may cause economic conditions to deteriorate or otherwise significantly reduce advertiser demand. Accordingly, we estimate the following:

    Third Quarter 2021 outlook summary:

    • Contribution ex-TAC of at least $75 million
    • Adjusted EBITDA of approximately $37 million

    Management remains confident in the medium to long-term prospects of the Company with Tremor well-placed to further benefit from the ongoing resurgence in the global digital advertising industry.

    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 Income (Loss) and Non-IFRS Earnings (Loss) 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 loss to Adjusted EBITDA," "Reconciliation of net loss to non-IFRS income (loss)," and "Reconciliation of IFRS loss per share to non-IFRS income (loss) per share" included as part of this press release.

    • Contribution ex-TAC- Contribution ex-TAC is defined as our 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.
    • Adjusted EBITDA- We define 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
       
    • Adjusted EBITDA margin - we define as Adjusted EBITDA as a percentage of Contribution ex-TAC
       
    • 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, cash and non-cash based acquisition and related expenses, including amortization of acquired intangible assets, merger related severance costs, 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 potential shares issued under the Employee Stock Purchase Plan, 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 (loss) 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 (loss)

    First Half 2021 Financial Results Webcast and Conference Call Details

    Webcast Details:

    Participant Dial-In Number:

    • US/CANADA Participant Toll-Free Dial-In Number: (844) 692-7011
    • INTERNATIONAL Participant Dial-In Number: (929) 517-0922
    • Conference ID: 3026147

    For further information please contact:

    Tremor International Ltd
    Ofer Druker, Chief Executive Officer
    Sagi Niri, Chief Financial Officer

    		via Vigo Consulting
    finnCap Ltd

    Jonny Franklin-Adams / James Thompson (Corporate Finance)

    Tim Redfern / Dicky Chambers (ECM)

    		Tel: +44 20 7220 0500
    Stifel Nicolaus Europe Limited

    Fred Walsh / Alain Dobkin / Nick Adams / Richard Short

    		Tel: +44 20 7710 7600

    Vigo Consulting

    Jeremy Garcia / Antonia Pollock


    U.S Investor Relations

    Todd Fromer

    KCSA Strategic Communications

    tfromer@kcsa.com
    		Tel: +44 20 7390 0230


    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.

    The media side of Tremor, Unruly, 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 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.

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

    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 continued shift in the industry towards programmatic buying, the growth of CTV, benefits of any of Tremor’s commercial partnerships and any other statements related to Tremor’s future financial results. 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 and how those developments may adversely impact Tremor’s business, customers and the markets in which Tremor competes, changes in industry trends, 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 Registration Statement on Form F-1, which was filed with the U.S. Securities and Exchange Commission (www.sec.gov) on June 17, 2021. 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.


    Adjusted EBITDA Reconciliation

      Three months ended June 30
    		  Six Months ended June 30
      2021   2020   %   2021   2020   %  
    ($ in thousands)             
    Net Income (Loss)24,069  (11,782) 304% 36,943 (26,041) 242% 
    Taxes on income(3,427) (1,888)   (1,838) (4,471)   
    Financial expense (income), net599 (114)   1,311 (1,002)   
    Depreciation and amortization10,029 10,563   19,912 22,023   
    Stock-based compensation2,610 3,333   4,951 8,561   
    Restructuring & Acquisition costs314 1,120   434 2,709   
    IPO related one-time costs3,133 --   3,133 --   
    Adjusted EBITDA37,327 1,232 2,930% 64,846 1,779 3,545% 


    Contribution ex-TAC Reconciliation

      Three months ended June 30
    		  Six Months ended June 30
      2021   2020   %   2021   2020   %  
    ($ in thousands)             
    Revenues81,379 35,685 128% 152,388 74,296 105% 
    Cost of revenues (exclusive of depreciation and amortization)(17,238) (15,227)   (34,930) (28,485)   
    Depreciation and amortization attributable to Cost of Revenues(4,012) (4,729)   (8,199) (9,736)   
    Gross profit (IFRS)60,129 15,729 282% 109,259 36,075 203% 
    Depreciation and amortization attributable to Cost of Revenues4,012 4,729   8,199 9,736   
    Cost of revenues (exclusive of depreciation and amortization)17,238 15,227   34,930 28,485   
    Performance media cost(7,632) (7,178) 6% (15,653) (13,677) 14% 
    Contribution ex-TAC (Non-IFRS)73,747 28,507 159% 136,735 60,619 126% 


    Non-IFRS Net Income Reconciliation

      Three months ended June 30
    		  Six Months ended June 30
      2021   2020   %   2021   2020   %  
    ($ in thousands)             
    Net Income (Loss)24,069 (11,782) 304% 36,943  (26,041) 242% 
    Acquisition and related items, including amortization of acquired intangibles and restructuring7,065 7,531   13,653 15,561   
    Stock-based compensation expense2,610 3,333   4,951 8,561   
    IPO related one-time costs3,133 --   3,133 --   
    Tax effect of Non-GAAP adjustments (1)(4,117) (2,323)   (8,442) (3,771)   
    Non-IFRS Income (Loss)32,760  (3,241) 1,111% 50,238 (5,690) 983% 
                 
    Weighted average shares outstanding—diluted (in millions) (2)143.8 135.6   142.1 134.4   
                 
    Non-IFRS diluted EPS (in USD)0.23 (0.02) 1,054% 0.35 (0.04) 935% 


    (1)Non-IFRS income (loss) includes the estimated tax impact from the expense items reconciling between net loss and non-IFRS income (loss)
    (2)Non-IFRS earnings (loss) per share is computed using the same weighted-average number of shares that are used to compute GAAP earnings (loss) per share in periods where there is both a non-GAAP loss and a GAAP net loss


    Review Report of the Independent Auditors to the Shareholders of Tremor International Ltd.

    Introduction

    We have reviewed the accompanying financial information of Tremor International Ltd. and its subsidiaries (hereinafter - “the Company”) comprising the condensed consolidated interim statement of financial position as of June 30, 2021, the related condensed consolidated interim statements of comprehensive income for the six and three month periods then ended and the related condensed consolidated interim statements of changes in equity and cash flows for the six-month period then ended. The Board of Directors and Management are responsible for the preparation and presentation of this interim financial information in accordance with IAS 34 “Interim Financial Reporting”. Our responsibility is to express a conclusion on this interim financial information based on our review.

    Scope of Review

    We conducted our review in accordance with Standard on Review Engagements (Israel)2410 , "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" of the Institute of Certified Public Accountants in Israel. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

    A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    Conclusion

    Based on our review, nothing has come to our attention that causes us to believe that the accompanying financial information was not prepared, in all material respects, in accordance with IAS 34.

    Somekh Chaikin
    Member Firm of KPMG International

    August 19, 2021


    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION
    (Unaudited)

     June 30 December 31
     2021 2020
     USD thousands
    Assets   
    ASSETS:   
    Cash and cash equivalents275,544 97,463
    Trade receivables, net139,676 153,544
    Other receivables17,138 17,615
    Current tax assets1,507 2,029
        
    TOTAL CURRENT ASSETS433,865 270,651
        
    Fixed assets, net3,003 3,292
    Right-of-use assets16,330 18,657
    Intangible assets, net210,854 224,500
    Deferred tax assets35,408 31,717
    Other long term assets1,630 1,834
        
    TOTAL NON-CURRENT ASSETS267,225 280,000
        
    TOTAL ASSETS701,090 550,651
        
    Liabilities and shareholders’ equity   
        
    LIABILITIES:   
    Current maturities of lease liabilities7,230 9,047
    Trade payables133,045 125,863
    Other payables43,909 47,122
    Current tax liabilities4,379 3,162
        
    TOTAL CURRENT LIABILITIES188,563 185,194
        
    Employee benefits501 495
    Long-term lease liabilities10,461 12,162
    Deferred tax liabilities12,821 15,963
    Other long term liabilities4,542 7,824
        
    TOTAL NON-CURRENT LIABILITIES28,325 36,444
        
    TOTAL LIABILITIES216,888 221,638
        
    SHAREHOLDERS’ EQUITY:   
    Share capital429 380
    Share premium383,457 264,831
    Other comprehensive income2,837 3,330
    Retained earnings97,479 60,472
        
    TOTAL SHAREHOLDERS’ EQUITY484,202 329,013
        
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY701,090 550,651


    Chairman of the Board of Directors Chief Executive Officer Chief Finance Officer

    Date of approval of the financial statements: August 19, 2021
    The accompanying notes are an integral part of these Condensed consolidated interim financial statements.


    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATION AND OTHER COMPREHENSIVE INCOME
    (Unaudited)

     Six months ended
    June 30    		 Three months ended
    June 30
     2021  *2020  2021  2020 
                
     USD thousands USD thousands
                
    Revenues152,388  74,296  81,379  35,685 
    Expenses:       
    Cost of Revenues (Exclusive of depreciation and amortization shown separately below)34,930  28,485  17,238  15,227 
    Research and development expenses6,808  6,484  3,405  2,963 
    Selling and marketing expenses36,519  33,010  18,469  14,841 
    General and administrative expenses18,003  15,808  11,197  5,875 
    Depreciation and amortization**19,912  22,023 10,029  10,563 
    Other Income(200) - (200) - 
    Total Expenses115,972  105,810 60,138 49,469 
           
    Operating Profit (Loss) 36,416  (31,514) 21 ,241  (13,784)
            
    Financing income(173) (1,362) (87) (258)
    Financing expenses1,484  360  686  144 
            
    Financing expenses (income), net1,311  (1,002) 599  (114)
            
    Profit (Loss) before taxes on income35,105  (30,512) 20,642  (13,670)
            
    Tax benefit1,838  4,471  3,427  1,888 
            
    Profit (loss) for the period36,943  (26,041) 24,069  (11,782)
            
    Other comprehensive income items:       
    Foreign currency translation differences for foreign operation(493) (3,511) 343  (878)
            
    Total other comprehensive income (loss) (493) (3,511) 343  (878)
            
    Total comprehensive income (loss)36,450  (29,552) 24,412  (12,660)
            
    Earnings (loss) per share       
    Basic earnings (loss) per share (in USD)0.272  (0.194) 0.175  (0.087)
    Diluted earnings (loss) per share (in USD)0.260  (0.194) 0.167  (0.087)

    *Restated. See Note 1a.
    ** Comparative information has been reclassified. Depreciation and amortization is mainly attributed to intangible assets and right-of-use assets. See note 2c.


    The accompanying notes are an integral part of these condensed consolidated interim financial statements.


    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY
    (Unaudited)

     Share
    capital    		 Share
    premium    		 Other
    comprehensive
    income    		 Retained
    Earnings    		 Total
     USD thousands
              
    Balance as of January 1, 2021380  264,831  3,330  60,472  329,013 
    Total Comprehensive income (loss) for the period         
    Profit for the period-  -  -  36,943  36,943 
    Other comprehensive Income:         
    Foreign Currency Translation-  -  (493) -  (493)
              
    Total comprehensive Income (loss) for the period-  -  (493) 36,943  36,450 
              
    Transactions with owners, recognized directly in equity         
    Revaluation of liability for put option on non- controlling interests-  -  -  64  64 
    Issuance of shares net of issuance costs of $11.9million41  118,054      118,095 
    Own shares acquired(3) (6,640) -  -  (6,643)
    Share based payments-  6,912  -  -  6,912 
    Exercise of share options11  300  -  -  311 
              
    Balance as of June 30, 2021429  383,457  2,837  97,479  484,202 
              
    Balance as of January 1, 2020351  240,989  494  58,778  300,612 
    Total Comprehensive loss for the period         
    Loss for the period-  -  -  (26,041) (26,041)
    Other comprehensive Income:         
    Foreign currency translation-  -  (3,511) -  (3,511)
              
    Total comprehensive loss for the period-  -  (3,511) (26,041) (29,552)
              
    Transactions with owners, recognized directly in equity         
    Own shares acquired(8) (5,172) -  -  (5,180)
    Issuance of shares in Business Combination25  14,092  -  -  14,117 
    Share based payments-  8,346  -  -  8,346 
    Revaluation of liability for put option on non-controlling interests      (110) (110)
    Exercise of share options12  548  -  -  560 
              
    Balance as of June 30, 2020380  258,803  (3,017) 32,627  288,793 


    The accompanying notes are an integral part of these condensed consolidated interim financial statements.


    CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
    (Unaudited)

     Six months ended
    June 30
     2021  2020 
     USD thousands
        
    CASH FLOWS FROM OPERATING ACTIVITIES:   
    Profit (loss) for the period36,943  (26,041)
    Adjustments for:   
    Depreciation and amortization19,912  22,023 
    Net financing expense (income)1,235  (1,131)
    Loss on sale of fixed assets6  - 
    Gain on leases change contracts(307) (2,843)
    Share-based payment4,951  8,561 
    Gain on sale of business unit(200) - 
    Tax benefit(1,838) (4,471)
        
    Change in trade and other receivables15,677  43,244 
    Change in trade and other payables259  (31,849)
    Change in employee benefits4  (40)
    Income taxes received1,940  903 
    Income taxes paid(1,680) (1,047)
    Interest received170  290 
    Interest paid(311) (404)
        
    Net cash provided by operating activities76,761  7,195 
        
    CASH FLOWS FROM INVESTING ACTIVITIES   
    Change in pledged deposits(205) 185 
    Leases Receipt1,625  1,279 
    Repayment of long-term loans-  817 
    Acquisition of fixed assets(1,770) (393)
    Acquisition and capitalization of intangible assets(2,484) (2,438)
    Acquisition of subsidiaries, net of cash acquired-  6,227 
    Proceeds from sale of business unit152  - 
        
    Net cash provided by (used in) investing activities(2,682) 5,677 
        
    CASH FLOWS FROM FINANCING ACTIVITIES   
    Acquisition of own shares(6,643) (5,180)
    Issuance of shares, net of issuance costs118,446  - 
    Payment of call/put option(2,414) - 
    Proceeds from exercise of share options311  560 
    Leases repayment(5,537) (8,058)
          
    Net cash provided by (used in) financing activities104,163  (12,678)
        
    Net increase in cash and cash equivalents178,242  194 
        
    CASH AND CASH EQUIVALENTS AS OF THE BEGINNING OF PERIOD97,463  79,047 
        
    EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS (161) (98)
        
    CASH AND CASH EQUIVALENTS 275,544  79,143 


    The accompanying notes are an integral part of these condensed consolidated interim financial statements.

    NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

    NOTE 1: GENERAL

    a. Reporting entity:

    Tremor International Ltd. (the “Company” or “Tremor International”), formerly known as Taptica International Ltd., was incorporated in Israel under the laws of the State of Israel on March 20, 2007. The ordinary shares of the Company are listed on the AIM Market of the London Stock Exchange and the American Depositary Shares ("ADSs") each of which represents two ordinary shares of the Company, represented by the American Depositary Receipts ("ADR") are listed on the Nasdaq Capital Market (see Note 1d). The address of the registered office is 82 Yigal Alon Street Tel-Aviv, 6789124, Israel.

    Tremor International is a global Company offering an end-to-end software platform that supports a wide range of media types (e.g., video, display, etc.) and devices (e.g., mobile, Connected TVs, streaming devices, desktop, etc.), creating an efficient marketplace where advertisers (buyers) are able to purchase high quality advertising inventory from publishers (sellers) at scale. Tremor Video Inc. (“Tremor Video’’), a wholly owned subsidiary, is the Company’s Demand Side Platform (“DSP”) providing full-service and self-managed marketplace access to advertisers and agencies in order to execute their digital marketing campaigns in real time across various ad formats. Unruly Group, LLC (Former name RhythmOne, LLC), provide access to the Sell Side Platform (“SSP”) which is designed to monetize digital inventory for publishers and app developers by enabling their content to have the necessary code and requirements for programmatic advertising integration. The SSP provides access to significant amounts of data, unique demand, and a comprehensive product suite to drive more effective inventory management and revenue optimization. The Company also provides a Data Management Platform (“DMP”) solution which integrates both DSP and SSP solutions enabling advertisers and publishers to use data from various sources in order to optimize results of their advertising campaigns.

    Tremor International Ltd. is headquartered in Israel and maintains offices throughout the US, Canada, EMEA and Asia-Pacific.

    b. On April 1, 2019, the Company completed an acquisition transaction with RhythmOne and on January 4, 2020, the Company completed an acquisition transaction with Unruly. Following the acquisition of RhythmOne and Unruly, the Company invested and developed capabilities both in the DSP and SSP solutions which launched in 2020 to offer an end-to-end platform that provides customers access to an advertising marketplace in an efficient and scalable manner utilizing machine learning, artificial intelligence and advanced algorithms As a result of those acquisitions and their influence on the Company’s operation and other changes in the industry practice, the Company has changed revenue presentation as of 2020 to a net basis with respect to its programmatic activity (see Note 3K in annual financial statements). Consequently, comparative information has been restated to correct the error as follows:

     Six months ended
    June 30 2020(unaudited)
     As presented    
     in the past Effect of As presented in
     financial retrospective these financial
     statements adjustment statements


     USD thousand
    Revenues136,50062,20474,296
    Cost of revenues90,68962,20428,485

    c. The COVID-19 pandemic continues to create business and economic uncertainty and volatility and is expected to continue to impact the global economy, disrupted global supply chains and work force participation and created volatility and disruption of financial markets impacted mainly the Company's operation during the first half of fiscal year 2020. The extent of the impact of COVID-19 pandemic on the Company's operational and financial performance is monitoring by the Company and will depend on future developments, which are highly uncertain and cannot be predicted, including but not limited to, the duration and spread of the pandemic.

    d. Material events in the reporting period:

    On June 22, 2021, the Company completed its initial public offering in the U.S. of 6,768,953 American Depositary Shares ("ADSs"), at a public offering price of $19.00 per ADS, for aggregate proceeds of $128.6 million before deducting underwriting discounts and commissions (the “Nasdaq IPO”). Each ADS represents two Ordinary Shares of the Company. The ADSs began trading on the Nasdaq Global Market on June 18, 2021, under the ticker symbol “TRMR”. The Company also granted the underwriters of the Nasdaq IPO a 30-day option to purchase additional up to 1,015,342 ADSs from the Company at the initial public offering price of $19.00 per ADS, which the underwriters subsequently exercised in full on July 15, 2021. See Note 9. 

    Effective upon completion of the Nasdaq IPO, on June 22, 2021, the Company granted an aggregate of 4,725,000 Restricted Share Units (“RSUs”) and 2,025,000 Performance Share Units (“PSUs”) to its three Executive Directors, Ofer Druker, Yaniv Carmi and Sagi Niri, pursuant to the terms of the Company’s 2017 Equity Incentive Plan and the Company’s Global Share Incentive Plan (2011). The grant of the RSUs and PSUs awards was approved by the Company’s shareholders on April 30, 2021 (subject to the completion of the Nasdaq IPO). The RSU awards vest gradually over a period of three years, with 8.33% of each such grant vesting each quarter, subject to the executive continuing to be employed by a Company group member on the applicable vesting date. The PSU awards vest gradually over a period of three years, with 33.33% of each grant vesting each year, subject to (i) the executive continuing to be employed by a Company group member on the applicable vesting date, and (ii) compliance with performance-based metrics determined by the Compensation Committee of the Board of Directors of the Company.

    The fair value of each RSU and PSU granted to the Executive Directors as of April 30, 2021, is 720 pence (approximately $10.02) per Ordinary Share, based on the market value of the Company’s quoted Ordinary Shares on AIM.

    The estimated aggregated cost of the 4,725,000 RSUs and 2,025,000 PSUs awards, assuming 100% vesting, will be approximately $67 million over the three-year vesting period commencing June 22, 2021.

    In addition, effective upon completion of the Nasdaq IPO on June 22, 2021, the Company’s three Executive Directors are entitled to a special bonus in recognition for their special contribution to the completion of the Nasdaq IPO in the amount of $500,000, as approved by the Company’s shareholders on April 30, 2021 (subject to the completion of the Nasdaq IPO). The special bonuses payable to the Executive Directors were part of an aggregate $3 million special bonus for the Company executives and employees, as approved and allocated by the Company’s Board of Directors (out of an aggregate $5 million that was initially approved).

    On April 22, 2021, the Company’s shareholders also approved an increase of 6,500,000 Ordinary Shares to the aggregate available pool of the Company’s 2017 Equity Incentive Plan and the Company’s Global Share Incentive Plan (2011) (with 80% of the increase allocated to the 2017 Plan and 20% of the increase allocated to the 2011 Plan).

    e. Definitions:

    In these financial statements –

    The Company-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 Unruly Group, LLC, Unruly Holding Ltd, Tremor Video Inc.
       
    Related party-As defined by IAS 24, “Related Party Disclosures”.

    NOTE 2: BASIS OF PREPARATION

    a. Statement of compliance:

    The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and do not include all the information required for full annual financial statements. They should be read in conjunction with the financial statements for the year ended December 31, 2020 (hereinafter – “the annual financial statements”).

    The condensed consolidated interim financial statements were authorized for issue by the Company’s Board of Directors on August 19, 2021.

    b. Use of estimates and judgments:

    The preparation of financial statements in conformity with IFRS requires management of the Company to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

    The preparation of accounting estimates used in the preparation of the Company’s financial statements requires management of the Company to make assumptions regarding circumstances and events that involve considerable uncertainty. Management of the Company prepares estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate.

    Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

    c. Classification of expenses:

    The Company reclassified the depreciation and amortization expenses that is mainly attributed to intangible assets and right-of-use assets to a separate line in the statements of operation and other comprehensive income named: “Depreciation and amortization”. Management believes that presenting depreciation and amortization separately is more meaningful and relevant to an understanding of the Company’s financial performance.

    NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

    The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied by the Company in its annual financial statements, there was no change in accounting policies or any new relevant standards during the quarter.

    NOTE 4: SHAREHOLDERS’ EQUITY

    Issued and paid-in share capital:

     Ordinary Shares
     2021  2020 
     Number of shares
        
    Balance as of January 1133,916,229  124,223,182 
    Own shares held by the Group(917,998) (2,833,395)
    Share based compensation3,741,234  4,170,129 
    Issuance of shares in IPO *13,537,906  - 
    Shares issued in business combination **-  8,525,323 
        
    Issued and paid-in share capital as of June 30150,277,371  134,085,239 
        
    Authorized share capital500,000,000  300,000,000 


    Rights attached to share:

    The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All shares rank equally with regard to the Company’s residual assets.

    Issuing new public shares:

    * See Note 1b

    **Following the acquisition of Unruly, the Company issued 8,525,323 shares at a quoted price of GBP 1.51 (USD 1.98) per share to former Unruly shareholders which became admitted to trading on AIM on January 10, 2020, and are subject to a 18-months lock-up.

    NOTE 5: EARNINGS (LOSS) PER SHARE

    Basic earnings (loss) per share:

    The calculation of basic earnings (loss) per share for the six and three months periods ended June 30, 2021 and 2020 was based on the profit for the periods divided by a weighted average number of ordinary shares outstanding, calculated as follows:

    Profit for the period:

     Six months ended
    June 30 (unaudited)
     2021 2020 
     USD thousands
        
    Profit (loss) for the period36,943 (26,041)


     Three months ended
    June 30 (unaudited)
     2021 2020 
     USD thousands
        
    Profit (loss) for the period24,069 (11,782)


    Weighted average number of ordinary shares:

     Six months ended
    June 30 (unaudited)
     2021 2020 
     Shares of NIS
     0.01 par value
        
    Weighted average number of ordinary shares used to calculate basic earnings per share as of June 30136,033,008 134,369,723 
        
    Basic earnings (loss) per share (in USD)0.272 (0.194)


     Three months ended
    June 30 (unaudited)
     2021 2020 
     Shares of NIS
     0.01 par value
        
    Weighted average number of ordinary shares used to calculate basic earnings per share as of June 30137,645,630 135,620,865 
        
    Basic earnings (loss) per share (in USD)0.175 (0.087)


    Diluted earnings (loss) per share:

    The calculation of diluted earnings (loss) per share for the six and three months period ended June 30, 2021 and 2020 was based on profit or for the period divided by a weighted average number of shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:

    Weighted average number of ordinary shares (diluted):

     Six months ended
    June 30 (unaudited)
     2021 2020 
     Shares of NIS
     0.01 par value
        
    Weighted average number of ordinary shares used to calculate basic earnings per share136,033,008 134,369,723 
    Effect of share options issued6,084,840 - 
        
    Weighted average number of ordinary shares used to calculate diluted earnings per share142,117,848 134,369,723 
        
    Diluted earnings (loss) per share (in USD)0.260 (0.194)


     Three months ended
    June 30 (unaudited)
     2021 2020 
     Shares of NIS
     0.01 par value
        
    Weighted average number of ordinary shares used to calculate basic earnings per share137,645,630 135,620,865 
    Effect of share options issued6,112,829  
        
    Weighted average number of ordinary shares used to calculate diluted earnings per share143,758,459 135,620,865 
        
    Diluted earnings (loss) per share (in USD)0.167 (0.087)

    NOTE 6: SHARE-BASED PAYMENT ARRANGEMENTS

    a. Share-based compensation plan:

    The terms and conditions related to the grants of the share options programs are as follows:

    • 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:

    The number of share options is as follows:

     Number of options  Weighted average
    exercise price
     2021  2020  2021 2020
     (Thousands) (GBP)
            
    Outstanding of 1 January3,781  4,828     
    Forfeited(102) (1,473) 1.6 2.76
    Exercised(167) (729) 1.35 0.47
    Granted-  1,551  - 1.58
            
    Outstanding of June 303,512  4,177     
    Exercisable of June 30214  535     


    In January 2020, the Company’s Board of Directors approved a change in the exercise price and vesting terms relating to 2,204,174 options for ordinary shares held by certain employees (the “Amended Options”), as follows:

        Originally granted Amended Granted
    Grated
    date    		 Number of options Exercise price
    (GBP)    		 Exercisable date from Exercise price
    (GBP)    		 Exercisable date from
               
    March 20, 2017 217,000 2.44 March 20, 2019 1.60 July 28, 2021
    June 18, 2017 116,000 2.99 June 18, 2019 1.60 July 28, 2021
    November 5, 2017 391,000 4.31 November 5, 2019 1.60 July 28, 2021
    January 23, 2018 1,163,000 4.37 January 23, 2020 1.60 July 31, 2021
    June 20, 2018 52,000 4.37 June 20, 2020 1.60 July 31, 2021
    April 2, 2019 265,174 2.06-18.27 April 2, 2019 1.60 July 28, 2021


    The options that had a vesting date up to July 2021 will now vest and become exercisable on July 2021, while the vesting and exercise periods of the rest of the options remain unchanged. The incremental fair value (amounting to USD 1,282 thousand) is recognized over the remaining vesting period. The new expiration date is one year after the last exercise date.

    c. Information on measurement of fair value of share-based payment plans:

    The total expense recognized in the six months period ended June 30, 2021 and 2020 with respect to the options granted to employees, amounted to approximately USD 718 thousand and USD 1,291, respectively.
    The total expense recognized in the three months period ended June 30, 2021 and 2020 with respect to the options granted to employees, amounted to approximately USD 294 thousand and USD 626, respectively.

    d. Restricted Share Units (RSU):

    The number of restricted share units is as follows:

     Number of RSU’s Weighted-Average Grant Date
    Fair Value
     2021  2020  2021 2020
     (Thousands)  
            
    Outstanding at 1 January3,777  3,969  2.364 2.372
    Forfeited(12) (45) 6.071 3.922
    Exercised(1,656) (1,822) 2.145 2.216
    Granted4,765  1,909  10.017 2.413
    Restricted stock units assumed in acquisition during the period-  415  - 2.592
            
    Outstanding at June 306,874  4,426  2.752 2.418


    The total expense recognized in the six months period ended June 30, 2021 and 2020 with respect to the RSU granted to employees, amounted to approximately USD 2,767 and USD 4,696 thousand, respectively.
    The total expense recognized in the three months period ended June 30, 2021 and 2020 with respect to the RSU granted to employees, amounted to approximately USD 1,676 and USD 1,985 thousand, respectively.
    Please see Note 1d regarding RSU’s grant to its executive directors.

    e. Performance Stock Units (PSU):

    The number of performance stock units is as follows:

     Number of PSU’s Weighted-Average Grant Date
    Fair Value
     2021  2020  2021 2020
     (Thousands)  
            
    Outstanding of January 13,852  5,071  2.155 2.105
    Forfeited(90) (181) 2.429 2.389
    Exercised(1,918) (1,738) 2.408 2.402
    Granted2,065  725  10.010 2.590
            
    Outstanding of June 303,909  3,877  8.652 2.265


    The vesting of the PSU’s is subject to continues employment and compliance with the performance criteria determined by the Company’s Remuneration Committee and the Company’s Board of Directors.

    Please see Note 1d regarding PSU’s grant to its executive directors.

    The total expense recognized in six months ended June 30, 2021 and 2020 with respect to the PSU granted to employees, amounted to approximately USD 1,466 thousand and USD 2,574 thousand, respectively.

    The total expense recognized in three months ended June 30, 2021 and 2020 with respect to the PSU granted to employees, amounted to approximately USD 640 thousand and USD 722 thousand, respectively.

    f. Share based expense recognized in the statements of operation and other comprehensive income is as follows:

     Six months ended
    June 30 (unaudited)
     2021 2020
     USD thousands
        
    Selling and marketing1,112 2,975
    Research and development263 182
    General and administrative3,576 5,404
        
     4,951 8,561


     Three months ended
    June 30 (unaudited)
     2021 2020
     USD thousands
        
    Selling and marketing425 1,052
    Research and development120 160
    General and administrative2,065 2,121
        
     2,610 3,333


    Note 7 - Subsidiaries

    Business combination from a prior period that was measured at provisional amounts.

    On January 4, 2020, the Company completed the acquisition of Unruly Holdings Limited and Unruly Media Inc. from News Corp UK & Ireland Limited (UK Seller) and News Preferred Holdings Inc. (US Seller) for total consideration of: (i) issuance of 7,960,111 Ordinary Shares of the Company to the UK Seller in exchange for a loan in the amount of GBP 12,020 thousand (USD 15,729 thousand) between UK Seller (as lender) and Unruly Group Limited (as borrower); (ii) GBP 1 to UK Seller for 100% of the issued share capital of Unruly Holdings Limited; and (iii) issuance of 565,212 Ordinary Shares of the Company to the US Seller and USD 1 for 100% of the issued share capital of Unruly Media Inc.

    The financial statements of the Company as of June 30, 2020, included provisional amounts. Upon completing the independent valuation for the business combination, immaterial amounts were retrospectively adjusted.

    NOTE 8: OPERATING SEGMENTS

    The Company has a single reportable segment as a provider of marketing services.

    Geographical information:

    In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of consumers.

     Six months ended
    June 30 (unaudited)
     2021 2020
     USD thousands
        
    America135,663 63,696
    APAC9,470 8,538
    EMEA7,255 2,062
        
    Total 152,388 74,296


     Three months ended
    June 30 (unaudited)
     2021 2020
     USD thousands
        
    America72,403 30,077
    APAC4,920 4,454
    EMEA4,056 1,154
        
    Total 81,379 35,685

    NOTE 9: SUBSEQUENT EVENTS

    On July 15 ,2021, Nasdaq IPO underwriters exercised in full their over-allotment option to purchase an additional 1,015,342 ADSs from the Company at the initial public offering price of $19.00 per ADS, raising an additional $19.3 million in gross proceeds to the Company before deducting underwriting discounts and commissions.


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