Tremor International Ltd
Annual report 2021
DEMAND
DATA
PUBLISH
Tremor International is a collection of brands uniting
creativity, data and technology across the open internet.
Our end-to-end, video-first platform facilitates and optimizes
engaging advertising campaigns for brands, media groups and
content creators worldwide — enabling powerful partnerships
and delivering meaningful results. A leader in Connected TV
and video, Tremor International’s footprint is expanding across
the industry’s fastest-growing segments, driven by a global
team of seasoned technologists and digital natives.
CONTENTS
Strategy
01 Financial Highlights
02 Three Pillars of Tremor’s End-To-End Business
04 Chairman's Statement
06 CTV and Video
07 Industry Challenges: How Tremor is Prepared
08 Chief Executive Officer’s Review
11 Our Growth Strategy
12 Chief Financial Officer’s Review
Governance
14 Board of Directors
16 Corporate Governance Report
20 The Board And Committees
25 Takeovers & Mergers
27 Directors’ Report
32 Compensation Report
Financial Statements
34 Financial Statements
36
Auditors’ Report to The Shareholders of
Tremor International Ltd.
37 Consolidated Statements of Financial Position
38 Consolidated Statements of Operation and
Other Comprehensive Income
39 Consolidated Statements of Changes in Equity
40 Consolidated Statements of Cash Flows
41 Notes to Consolidated Financial Statements
75 Directors, Secretary & Advisers
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL HIGHLIGHTS
$302.0m
Contribution ex-TAC
64%
Contribution ex-TAC Organic
Growth (2021 vs 2020)
$161.2m
Adjusted EBITDA
166%
Adjusted EBITDA Organic
YoY Growth (2021 vs. 2020)
$201.0m
CTV Spend
108%
2021 YoY CTV Spend Growth
(2021 vs. 2020)
Our Mission
Our brands bring together
an end-to-end platform
to enable powerful
partnerships and deliver
results across the
advertising ecosystem.
53%
80%
Adjusted EBITDA margin
as a % of Contribution ex-TAC
2021 Contribution ex-TAC
is VIDEO, including CTV
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 01
THREE PILLARS OF TREMOR’S END-TO-END BUSINESS
DEMAND
DATA
ADVERTISERS
AGENCIES
TRADING DESKS
DSPs
Managed
Self-serve
OMP
PMP
DATA
02
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
DATA
PUBLISH
SSPs
DIRECT PUBLISHERS
MONETIZING WITH
UNRULY
CTV Header Bidding
& Ad Serving
customers
CUSTOMERS
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 03
CHAIRMAN'S STATEMENT
" Our results for 2021 are very strong and have
exceeded expectations..."
Tremor delivered very strong trading in 2021 – the best
performance in the Group’s history – in addition to significant
operational progress including the forging of new strategic
partnerships. This was achieved against a volatile
macroeconomic backdrop and therefore is a testament to
the strength and resilience of Tremor’s diversified revenue
model and business platform.
In the year-ended 31 December 2021, the Group generated
a 64% increase in Contribution ex-TAC to $302.0 million
(2020: $184.3 million), and adjusted EBITDA of $161.2 million
(2020: $60.5 million), representing growth of 166%. Our
end-to-end platform approach was further validated with a
strong contribution from key strategic areas such as CTV
and self-service. This strong trading – underpinned by
Tremor’s attractive and industry-leading margin profile – has
resulted in Tremor’s very strong net cash position at year-end
($367.7 million).
In June 2021, we successfully listed on NASDAQ generating
$134.6 million in net cash proceeds; a major milestone for
the Company, giving access to additional growth capital
and exposure to the US markets, which was already a core
geography for the Group operationally. We look forward to
taking advantage of the many benefits that our US listing
brings. In addition, we were very pleased to welcome Lisa
Klinger to the board as Non-Executive Director in April 2021,
bringing with her a wealth of international and particularly,
US financial experience.
CHRISTOPHER STIBBS
Non-Executive Chairman
INVESTMENT HIGHLIGHTS
End-to-End
Platform
Industry Leadership
in Video and CTV
Poised for Future
Global Growth
Proprietary, leading-edge
technology comprised of
our DSP, DMP, SSP & CTV
Ad Server
Established expertise and
credibility in video & CTV
Via continued innovation,
global expansion and M&A
04
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Our results for 2021 are very strong and have exceeded
expectations, but we are very conscious of the potential
impact of external factors on the advertising industry and
stock markets in these unprecedented times, with factors
including the recovery from the pandemic, supply chains
constraints and, inflationary pressures tied in with present
global economic and geopolitical uncertainty. Whilst we
cannot control these macro headwinds, we remain confident
in the strength of our business in managing these issues.
Finally, on behalf of the board of directors and management
team at Tremor, I would like to thank the entire team around
the world for their commitment and hard work during these
challenging times.
The extraordinary progress that our company achieved in
2021 is a testament to the resilience of our team and business.
CHRISTOPHER STIBBS
Non-Executive Chairman
15 March 2022
We continue to invest in, and bolster, our technology stack
and capabilities across the Tremor platform. This has been
achieved both through M&A, such as the $14.7 million strategic
acquisition of Spearad, a global CTV ad server and header
bidder; and by forging new partnerships, for example, our
Global Data Partnership with VIDAA, which becomes effective
May 2022. The acquisition of Spearad has strengthened the
Group’s technology stack in CTV and video, and it is anticipated
that our VIDAA relationship will provide significant growth
opportunities both in the US and internationally towards the
end of 2022 and beyond.
Furthermore, we successfully delivered on our product
roadmap during 2021, launching a number of new products
and features during the year, including our Programmatic
TV Marketplace and Content-Level Targeting, deepening our
differentiation within CTV, a key pillar in helping Tremor prepare
for potential industry challenges such as changes to data
privacy regulations.
As of 31 December 2021, Tremor had net cash of $367.7 million,
an increase from last year of $270.3 million and the Board
continually evaluates the best use of this capital to create
value for its stakeholders. This includes share buybacks, as
evidenced by the $75 million programme we announced
post year-end in February 2022, with the aim to return value
to shareholders and capitalise on the discounted valuation
opportunity. Simultaneously, we continuously evaluate
acquisition opportunities including consolidation plays,
which would add significant scale to the Group, as well as
the addition of capabilities which improve our platform; in
tandem with exploring further potential strategic partnerships.
Leading Growth &
Profitability Profile
Robust
Data Set
Management
Team
Driven by efficient model
and growth in customer
adoption of tech-enabled
solutions
Fully integrated into our
platform for seamless
activation & enhanced
privacy change insulation
Industry veterans with
extensive experience
integrating acquisitions
and returning capital
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 05
CTV AND VIDEO
Projected US industry growth through 2025:
24%
CTV
advertising spend
17%
CTV + video
advertising spend
• Solid footprint in these fast-growing segments
• Enhanced and differentiated CTV offerings
(Spearad)
• Exclusive global ACR data partnership (VIDAA)
• Programmatic TV Marketplace launch
• Content-level targeting solution launch
27% of Contribution ex-TAC
generated in CTV, while 80% of
Contribution ex-TAC generated in
VIDEO including CTV during 2021
06
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
INDUSTRY CHALLENGES: HOW TREMOR IS PREPARED
Challenges
Privacy changes
Cookie deprecation
IDFA changes
SUPPLY CHAIN
AND INFLATION
Advantages
Contextual targeting
Robust data footprint
Supporting major universal
identify solutions in the market
End-to-end eliminates
data loss
Developing Tremor
Universal ID
Low exposure to
cookies
Content-level targeting
High exposure to CTV
HIGHLY DIVERSIFIED CUSTOMER BASE
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 07
CHIEF EXECUTIVE OFFICER’S REVIEW
" 2021 was the culmination of a highly transformational period
for Tremor. We achieved excellent organic revenue and
adjusted EBITDA growth and our data driven end-to-end
technology platform, with a sharp on CTV and Video,
continues to receive high levels of market adoption."
balance sheet will enable us to maintain sustained growth
both organically and through potential M&A. In addition, our
cash position enabled us to initiate a $75 million share buyback
programme post period-end in March 2022, with the aim of
generating increased value for shareholders in both the
near and long term future. .
OPERATIONAL REVIEW
End-to-end technology stack
We believe Tremor’s unique end-to-end strategy elevates
our offering above those of our peers, and in an increasingly
competitive market, is a key differentiating factor for the
business as we continue to grow. The model comprises a
Demand Side Platform (DSP), Data Management Platform
(DMP), Supply Side Platform (SSP), and, most recently, a
CTV ad server and Header bidder following our acquisition
of Spearad in October.
Our strong focus on product development and successful
integration of multiple key acquisitions over the past few
years has resulted in a vast, intuitive, and data-driven
platform with the ability to service a wide variety of
customers across almost all digital channels. We firmly
believe that end-to-end is the most efficient operating
model in the industry, providing simplicity, greater reach
and usage of data, improved supply path optimisation,
and increased transparency, all of which enhance returns
for customers.
We are able to capitalise on our strong relationships with
both advertisers and media partners by connecting them
directly via our platform. Customers leveraging us for their
end-to-end buying needs enjoy strong pricing advantages
as we consolidate all transaction fees within one ecosystem
to maximise the proportion of advertisers’ budgets going to
publishers. Accordingly, our end-to-end platform helped us
generate a strong 2021 net customer retention rate of
150.3%, further evidence of the effectiveness of our model
and its ability to aptly fulfil our customers’ holistic needs.
CTV and video
CTV and video remain key growth drivers for Tremor,
generating 27% and 80% of our Contribution ex-TAC
respectively in 2021. We were pleased to see revenue
increase by 118% for CTV and 69% for video over the course
of the year and believe these segments will continue to drive
growth in 2022 and beyond. This has been further reinforced
by certain of our peers increasing focus in these areas,
however, given our successful track-record within these
segments, we believe Tremor is intrinsically at an advantage.
OFER DRUKER
Chief Executive Officer
INTRODUCTION
Tremor delivered a record performance across 2021 both in
terms of growth and profitability, which continues to validate
our strategy of establishing Tremor as the go-to end-to-end
business platform specialising in CTV, video and data. Despite
the macroeconomic challenges posed by continued
pandemic-related headwinds and global supply chain
issues, we are seeing ongoing momentum within the business
and remain encouraged by the results we are generating.
In the year-ended 31 December 2021, the Company
delivered record Contribution ex-TAC of $302.0 million
(2020: $184.3 million), reflecting 64% organic growth, and
Adjusted EBITDA of $161.2 million (2020: $60.5 million),
representing an organic increase of 166%. Pleasingly, our
Contribution ex-TAC generated internationally increased
organically by 33% to $26.8 million (2020: $20.1 million). This
robust organic growth was underpinned by strong adoption
of our data-powered end-to-end technology platform,
increased CTV spend and ongoing robust traction within
self-service and tech-enabled programmatic activity.
As of 31 December 2021, the Group held net cash of
$367.7 million, an increase of $270.3 million versus the prior
year. This was achieved by both by our highly cash generative
and profitable business model and our successful dual listing
on NASDAQ in June 2021, which generated $134.6 million in
cash proceeds. Going forward, we believe that our strong
08
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
With research consensus currently projecting ad spend in
the US to increase by between 15% and 25% by 2025, it is
clear that our significant existing footprint in this fast-growing
industry leaves us well-positioned to capitalise on the
predicted surge in demand for programmatic advertising
solutions. Our recent acquisition of Spearad, exclusive global
ACR data partnership with VIDAA, and launch of Programmatic
TV Marketplaces are evidence of our commitment to
continually enhancing and diversifying our offering within
the broader CTV ecosystem, and we believe will help us to
retain our competitive edge over industry peers in the
coming years.
New business wins
We have been delighted with the ongoing new business
momentum we achieved throughout 2021.
Our SSP, Unruly, markedly increased its reach, adding 77 new
US supply partners in the second half of the year across a
number of growth verticals including sports, entertainment
and lifestyle, as well as with OEMs and Multicast Video
On-Demand businesses. We also continue to receive excellent
feedback from premium CTV partners on our self-service
solution for publishers, Unruly CTRL..
Our data-driven creative studio, Tr.lY, also played a pivotal
role in empowering campaigns and enhancing engagement
in a meaningful manner. It provides a key differentiator for
Tremor, enabling us to drive higher levels of campaign
spend to our platform from both new and existing customers.
Acquisition of Spearad
In October 2021, we completed the strategic acquisition of
Spearad, a global CTV ad server and header bidder with a
robust user interface and advanced tools for ad pod
monetisation. Tremor will seek to leverage Spearad’s
advanced technical capabilities to capture a larger segment
of global CTV inventory via both current and future media
partners. Spearad’s technology will also enable Tremor to
strengthen and extend customer relationships by providing
enhanced control over CTV inventory and further opportunities
to drive additional revenue growth. We expect to begin to
see the main contribution from the acquisition in the second
half of 2022 and beyond.
Strategic partnership with VIDAA
Q4 2021 also saw us further strengthen our CTV and data
capabilities by securing a major strategic partnership with
VIDAA, a subsidiary of Hisense. VIDAA is the operating
system for major OEMs that include Hisense, Toshiba and
others. With a distribution that currently spans approximately
20 million smart TVs worldwide, and with this expected to
grow to more than 40 million in the coming years, VIDAA is
a commercially significant partner for Tremor.
In Q2 of 2022, we expect to gain exclusive global access to
VIDAA’s ACR data, enabling us to dramatically bolster our
targeting capabilities and rapidly expand our reach both in
the US and internationally. We expect to monetize our
partnership through growth in key markets including
Canada, Australia, Germany and the UK starting in the
second half of 2022.
EXCLUSIVE GLOBAL DATA PARTNERSHIP WITH VIDAA
• Expected to expand international
growth opportunity in key markets
such as Canada, Australia, the UK
and Germany
• Expected to grow from 20M
Smart TVs to roughly 40M over the
partnership
• Deepened relationship as VIDAA
also selected Unruly as its strategic
SSP and integrated Spearad
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 09
CHIEF EXECUTIVE OFFICER’S REVIEW continued
FUTURE-PROOFING OUR PLATFORM
We believe Tremor’s robust data footprint, end-to-end
technology platform, and core focus on CTV leaves us
well-positioned to adapt and evolve our business strategy to
overcome both industry-level and broader macro-economic
challenges.
The potentially disruptive impact of changing data privacy
regulations on ad-tech companies’ business operations
has been a consistent talking point within the investment
community in recent years, particularly with regards to
IDFA changes, cookie deprecation, and following Google’s
announcement of its ‘Privacy Sandbox’ initiative on Android.
Despite these uncertainties, we remain confident in the
overall resilience of our business. Our DSP and SSP share
the same audience graph, eliminating the risk of data
loss when syncing platforms, and ensuring that our end-to-
end solution is aptly configured to facilitate the smooth
implementation of any future changes required from a data
privacy perspective.
Our reliance on cookies from a revenue standpoint is also
relatively low, insulating us from any associated headwinds
relative to industry peers with higher levels of third-party
cookie exposure. We believe this unique combination of
factors will enable us to continue to deliver for our customers
in the face of ever-tightening industry regulations and a
rapidly evolving ad-tech landscape.
With regards to challenges associated with supply chain
constraints and inflation, we saw evidence of lower advertising
spends during Q4 2021 which continued into Q1 2022. Supply
pressures, and associated reductions in ad spend, were
particularly pronounced in sectors such as automotive and
electronics due to acute global chip shortages. However, the
highly diversified nature of our customer base and revenue
streams has helped to offset any significantly adverse impact
on our overall business, with Tremor seeing additional
demand in other industry segments, such as CPG.
GROWTH STRATEGY
Our performance across 2021 was a solid endorsement of
our ability to deliver against our ambitious growth strategy,
and we firmly believe that we have a strong growth trajectory
ahead of us. We intend to further capitalise on the rapidly-
expanding marketplace within which we operate, with our
core growth engines remaining focused around CTV and
Programmatic activity, such as PMP and self-serve platforms.
ACQUISITION OF SPEARAD
Enables Tremor to capture large segment of global CTV
inventory through current and future media partners
Audiences
CTV Media Partner
SSAI
Sell Side
• Channel Management
• Ad Pod Management
• Bidder Management
• Reporting & Insights
SSP 2
SSP 3
DSP 2
DSP 3
10
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
SUMMARY AND OUTLOOK
2021 was the culmination of a highly transformational period
for Tremor. We achieved excellent organic revenue and
adjusted EBITDA growth and our data driven end-to-end
technology platform, with a sharp on CTV and Video, continues
to receive high levels of market adoption. End-to-end is
increasingly becoming the preferred model for advertisers
and media customers due to its simplicity, ability to adapt to
industry and macro trends, and insulation from future
changes to data privacy regulations.
Our growth profile and efficient end-to-end solution are the
basis of our strong profitability and healthy balance sheet,
the combination of which helps to facilitate a healthy pipeline
of growth opportunities. The highly cash-generative nature
of the business remains a key asset, providing us with the
means to expand our investment in technology, sales and
marketing to support organic growth, whilst also supplying
the capital required to continually evaluate and execute
exciting potential M&A opportunities.
In the immediate term, we will continue to leverage our
newly added products and strategic partnerships, to further
augment the platform, whilst returning significant value to
shareholders through our $75 million buyback. Looking to
the future, we believe Tremor remains ideally positioned to
capitalise on a rapidly expanding digital advertising and
CTV market both in the US and internationally, and we look
forward to delivering on our operational and strategic
objectives to achieve our growth aspirations.
I would like to take this opportunity to thank everyone at
Tremor for their hard work and commitment throughout
what has been another truly remarkable year for the business.
Although 2021 was at times challenging, the superior talent
and dedication of our people was showcased through the
continued expansion of our market-leading ad-tech offering
and successful execution of our ambitious growth strategy,
both of which laid the foundation for another excellent
annual performance.
OFER DRUKER
Chief Executive Officer
15 March 2022
INDUSTRY LEADING
MARGIN PROFILE
Gross Margin & Adjusted EBITDA Margin1
2021 vs 2020
79%
47%
72%
29%
2021
2020
1. Out of reported revenue
High scalability business model
that supports margin leverage
Highly efficient architecture
creates scalability and flexibility
through operating our own data
centers
Economy of scale that enables
advance terms with service
providers
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 11
CHIEF FINANCIAL OFFICER’S REVIEW
" Revenue increased by $130 million, or
61.4%, to $341.9 million for the year ended
31 December 2021..."
Cost of revenues (exclusive of depreciation and amortization)
increased by $11.8 million, or 19.8%, to $71.6 million for the
year ended 31 December 2021 from $59.8 million for the
year ended 31 December 2020. The increase was primarily
driven by increased revenue in our Performance activity.
Gross profit margin increased by 10%, to 79% for the year
ended 31 December 2021 (2020: 72%). This is primarily
attributable to revenue growth within our Programmatic
businesses outpacing cost of revenue growth driven
largely by increased revenue within our Performance
activity.
Research and development expenses increased by
$5.2 million, or 38.9% to $18.4 million for the year ended
31 December 2021 from $13.3 million for the year ended
31 December 2020. This increase was primarily driven by a
$2.6 million increase in personnel costs due mainly to
increases head count, growth and increased share-based
compensation of $2.9 million. This was partially offset by
the decrease in expense for research and development
and engineering tools and services of $0.5 million
attributable to operational efficiencies.
Selling and marketing expenses increased by $5.8 million
or 8.5% to $74.6 million for the year ended 31 December 2021
from $68.8 million for the year ended 31 December 2020.
This increase was mainly driven by increased commission
cost of $2.7 million resulting from our business growth and
share based compensation expenses of $2.6 million.
General and administrative expenses increased by
$33.8 million or 114.0% to $63.5 million for the year ended
31 December 2021 from $29.7 million for the year ended
31 December 2020. This increase was primarily driven by
(i) an increase personnel costs of $2.5 million related to the
special bonus awarded in connection with the completion
of our initial public offering (ii) our share-based compensation
expenses of $22.8 million related the grant of RSUs and
PSUs for the executive officers and directors of the
Company under our equity incentive plans, (iii) $6 million
of expenses in doubtful debts related to a specific and
probability weighted estimate which is consistent with our
overall growth in activities and (iv) professional services of
$2.4 million mainly as a result of expenses related to being
a public reporting company in the United States.
SAGI NIRI
Chief Financial Officer
In June 2021, we were extremely pleased to have
successfully completed a dual listing on NASDAQ which
generated $134.6 million in cash proceeds, net of issuance
costs. The dual listing also enabled strong exposure to US
markets, greater access to capital and increased access to
a broader investor base.
Adjusted EBITDA increased by $100.7 million from
$60.5 million for the year ended 31 December 2020 to
$161.2 million for the year ended 31 December 2021. The
increase was primarily driven by strong customer adoption
of data-powered end-to-end technology platform, increased
CTV spend, and robust traction within self-service and
tech-enabled programmatic activity.
Revenue increased by $130 million, or 61.4%, to $341.9 million
for the year ended 31 December 2021 from $211.9 million
for the year ended 31 December 2020. Approximately
$105 million of the increase was attributable to the growth
of our Programmatic businesses as advertiser spend on
CTV increased and we experienced significantly greater
adoption of our self-service and various tech-enabled
programmatic offerings. The remainder of the revenue
increase was attributable to the growth of our
Performance business.
12
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
As of 31 December 2021, our net cash* increased by 277%,
from $97.5 million for the year ended 31 December 2020 to
$367.7 million for the year ended 31 December 2021. This
increase was primarily driven by (i) the net cash provided by
operating activities of $170.1 million, and (ii) the net cash
provided by financing activities of $116.9 million, which was
driven largely by the generation of $134.6 million net of
issuance costs, from our dual-listing on NASDAQ in
June 2021 as well as proceeds from the exercise of share
options of $1.4 million. Net cash provided by financing
activities was partially offset by acquisition of own shares of
$6.6 million and leases repayment of $10.0 million, as well
as payment of financial liability of $2.4 million. Our overall
net cash balance was partially offset by net cash used in
investing activities of $16.5 million, which is derived from
acquisition of subsidiaries, net of cash acquired of
$11.0 million, acquisition and capitalization of intangible assets
of $5.0 million as well as the acquisition of fixed assets of
$3.4 million. This net usage of cash by investing activities
was partially offset by lease payment receipt of $2.5 million
and proceeds from sale of business unit of $0.4 million.
SAGI NIRI
Chief Financial Officer
15 March 2022
* Net cash is defined as cash and cash equivalents less short and
long-term interest-bearing debt including capital leases
Adjusted EBITDA
Total comprehensive income (loss) for the year
Foreign currency translation differences for foreign operation
Taxes on income
Financial expense (income), net
Depreciation and amortization
Stock-based compensation
Other expenses
Restructuring
Acquisition-related cost
IPO related one-time cost
Adjusted EBITDA
Profit (loss) from operations
2020
$'000
4,975
(2,836)
(9,581)
1,417
45,187
14,490
1,700
4,637
524
—
2021
$'000
70,591
2,632
(948)
2,187
40,259
42,818
—
508
253
2,938
60,513
161,238
2020
2021
As reported
$'000
As a
percentage
of revenue As reported
$'000
As a
percentage
of revenue
%
%
Revenues
Cost of revenues (exclusive of depreciation
and amortization shown separately below)
Research and development
Selling and marketing
General and administrative
Depreciation and amortization
Other expenses (income), net
Profit (loss) from operations
211,920
100.0
341,945
100.0
59,807
13,260
68,765
29,678
45,187
1,248
(6,025)
28.2
6.3
32.4
14.0
21.3
0.6
(2.8)
71,651
18,422
74,611
63,499
40,259
(959)
74,462
21.0
5.4
21.8
18.6
11.7
(0.3)
21.8
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 13
BOARD OF DIRECTORS
CHRISTOPHER STIBBS
Non-Executive Chairman
OFER DRUKER
Chief Executive Officer
SAGI NIRI
Chief Financial Officer
YANIV CARMI
Chief Operating Officer
Christopher Stibbs has served
as a member of our board of
directors since May 2019 and
as our Non-Executive
Chairperson since September
2020. Mr. Stibbs has over 25
years of experience as an
executive in the media
industry. Until August 2019, he
served as Chief Executive of
The Economist Group (the
“Economist Group”). Previously,
he held a number of roles
within the group including
head of the Economist
Intelligence Unit (the group’s
B2B arm) and Chief Financial
Officer. He is credited with
overseeing the Economist
Group’s resilience and
transition through the
unprecedented disruption
experienced by the publishing
industry over the last 15 years.
Prior to this, he held positions
with Pearson and Incisive
Media. Mr. Stibbs is a fellow of
the Associations of Chartered
Accountants and Corporate
Treasurers, currently has a
non-executive role at Oxford
University Press and is
Chairman of Times Higher
Education.
Ofer Druker has served as our
Chief Executive Officer and as
a member of our board of
directors since April 2019
following the completion of
the merger with RhythmOne.
From November 2017 to April
2019, Mr. Druker served as our
Executive Chairman of the
Tremor Video division and
was instrumental in our
successful integration of
Tremor Video after its
acquisition in August 2017.
Previously, Mr. Druker was the
founder and Chief Executive
Officer of Matomy Media
Group Ltd., a data-driven
advertising company
(“Matomy”) until April 2017,
having built Matomy from its
inception in 2007 into a digital
media company. Mr. Druker
was responsible for leading
and integrating Matomy’s
most important strategic
transactions, including the
acquisitions of Team Internet,
Media Whiz, Mobfox and
Optimatic.
Sagi Niri has served as our
Chief Financial Officer since
March 2020 and as a member
of our board of directors since
June 2020. Mr. Niri has over 20
years of experience in finance
and leadership roles in the
technology and real estate
sectors. Mr. Niri previously
served as Chief Executive
Officer of Labs (“Labs”), and
Chief Financial Officer of
LabTech Investments Ltd.,
Labs’ parent company, which
owns and manages office,
retail and residential real
estate in London. In addition,
Mr. Niri spent over nine years
at Matomy, initially as Chief
Operating Officer/Chief
Financial Officer and more
recently as Chief Executive
Officer. Mr. Niri is a member of
the Institute of Certified Public
Accountants in Israel and
holds an M.B.A. in Finance
from Manchester University
and a B.A. in Corporate
Finance from the College of
Management in Israel.
Yaniv Carmi has served as our
Chief Operating Officer since
March 2020 and as a member
of our board of directors since
2014. Mr. Carmi previously
served as our Chief Financial
Officer from January 2010 to
March 2020. He is currently
responsible for the delivery of
our business plan and driving
our growth ambitions. Mr. Carmi
was instrumental in our initial
public offering of our ordinary
shares on AIM in 2014 and in
the subsequent global
expansion in operations,
including significant M&A
activity. He is an experienced
finance professional, whose
previous roles include tax and
audit senior at KPMG Israel.
Mr. Carmi is also a Certified
Public Accountant and holds
a B.A. in Economics and
Accounting from Ben-
GurionUniversity and an M.B.A.
in Financial Management from
Tel Aviv University.
14
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
NEIL JONES
Senior Non-Executive Director
Neil Jones has served as a
member of our board of
directors since 2014. Mr. Jones
is currently Chief Operating
Officer and a member of the
board of directors of
Huntsworth plc, a healthcare
communications and public
relations group, which is listed
on the Main Market of the
London Stock Exchange.
Between February 2016 and
October 2019, Mr. Jones held
the position of Chief Financial
Officer at Huntsworth plc. He
joined Huntsworth plc from
ITE Group plc, the international
exhibitions group, where he
held the position of Chief
Financial Officer from 2008.
Between 2003 and 2008,
Mr. Jones was Group Finance
Director at Tarsus Group plc,
and prior to that, he spent five
years as Finance Director
(Europe) at Advanstar
Communications. Mr. Jones
has a B.A. in Economics from
the University of Manchester
and completed the ACA in July
1990 with Price Waterhouse.
REBEKAH BROOKS
Non-Executive Director
Rebekah Brooks has served
as a member of our board of
directors since June 2020.
Ms. Brooks is Chief Executive
of British newspaper publisher
News Corp UK and Ireland,
part of News Corp, a position
she has held since 2015,
having first joined News Corp
in 1989. Starting as a feature
writer for the News of the
World, Ms. Brooks became
Editor of the Sun in 2003, a
position she held until July
2009. From 2009 to 2011, she
served as Chief Executive of
News International, overseeing
a period of significant growth
in newspaper operating
profit and paid-for digital
subscriptions at The Times.
Following her appointment as
Chief Executive of News Corp
UK and Ireland, Ms. Brooks
restructured the Sun’s online
strategy, driving significant
audience growth. In 2016, she
also oversaw the strategic
acquisition of Wireless, the
owner of national radio brands
talkSPORT, talkRADIO and
Virgin Radio. Ms. Brooks is a
Director of News Group
Newspapers and Times
Newspapers, and a Non-
Executive Director of PA
Group, the parent company
of the Press Association.
JOANNA PARNELL
Non-Executive Director
Joanna Parnell has served as
a member of our board of
directors since 2014. Ms. Parnell
is the Co-Founder of strategic
marketing consultancy
Project50, designing
commercial growth strategies
for C-suite business leaders in
the United Kingdom and the
United States. Previously,
Ms. Parnell was Managing
Partner at Wavemaker
(formerly MEC), one of the
world’s leading media agency
networks and owned by WPP
plc, where she led the paid
digital and data team,
overseeing the agency’s focus
on data driven campaigns.
Prior to moving to Wavemaker
in March 2016, Ms. Parnell was
Director of Strategy and sat
on the management team at
Unique Digital (now a WPP plc
company), with responsibility
for setting product and
business strategy, including
leading the multichannel
planning strategy (crossdevice
and cross-platform), managing
product heads and driving
key initiatives across data
buying, attribution modelling
LISA KLINGER
Non-Executive Director
Lisa Klinger has served as
a member of our board of
directors since April 2021.
Ms. Klinger has nearly 30 years
of experience in international
finance. Most recently,
Ms. Klinger was Chief Financial
Officer at Ideal Image
Development Corp, one of
the largest cosmetic and
aesthetic services providers
in the United States, between
2018 and 2019, and prior to
that she held the role of Chief
Financial and Administrative
Officer between 2016 and 2017
at Peloton Interactive Inc., the
American exercise equipment
and media company.
Ms. Klinger has also held
senior finance roles at Fresh
Market Inc., where she was
Executive and Vice President,
Chief Financial Officer for
three years, as well as at
Michaels Stores Inc., where
she was Senior Vice President,
Finance and Treasurer for
four years, and Acting Chief
Financial Officer. Ms. Klinger is
currently a member of the
board of directors and the
chair of the audit committee
of Emerald Holding Inc.
(NYSE:EEX), a leading
operator of B2B trade shows
in the United States, and a
member of the board of
directors of PartyCity HoldCo
Inc. (NYSE:PRTY), a party
goods retailer in North
America. Ms. Klinger holds a
B.S.B.A. in Finance from
Bowling Green State University.
and biddable media
adaptation. Ms. Parnell has a
Masters in German and
Business from the University of
Edinburgh and studied at the
London School of Marketing
between 2005 and 2006.
NORM JOHNSTON
Non-Executive Director
Norm Johnston has served
as a member of our board of
directors since June 2020.
Mr. Johnston is a veteran
employee of News Corp.
Until recently, he was the
Chief Executive Officer of
Unruly, the digital advertising
business we acquired in
January 2020, a position he
has held since April 2018.
Mr. Johnston has been
involved in digital marketing
since joining the marketing
industry’s first digital agency,
Modem Media in 1995. In
1997, Mr. Johnston launched
Modem Media UK (“Modem”),
one of Britain’s first and most
successful digital agencies.
After Modem was acquired by
Publicis in 2007, Mr. Johnston
joined WPP and GroupM’s
Mindshare, where he held a
number of senior roles
between 2007 and 2018,
including Global Chief Digital
Officer and Global Chief
Executive Officer of its FAST
business unit, a team of over
2,000 specialists in 115 cities
working for global clients
such as Unilever, Nestle and
American Express. Mr. Johnston
holds a B.A. in Economics
and Political Science from
Northwestern University and
an M.B.A. in Marketing from
Duke University’s Fuqua
School of Business.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 15
CORPORATE GOVERNANCE REPORT
The Board is responsible to shareholders for the effective
direction and control of the Company, with the aim of
generating long-term success for Tremor. This report
describes the framework for corporate governance and
internal controls that the directors have established to
enable them to carry out this responsibility.
The directors recognise the importance of high standards of
corporate governance and have chosen to adopt the Quoted
Companies Alliance Corporate Governance Code (the “QCA
Code”) as the basis of the Company’s governance framework.
This is in line with the London Stock Exchange’s AIM Rules
requiring all AIM-listed companies to adopt and comply
with a recognised corporate governance code. As an Israeli
company, the Company also complies with the corporate
governance provisions of Israel’s Companies Law, 5759-1999
(the “Companies Law”), and the City Code on Takeovers and
Mergers does not apply to the Company. In addition, the
Company is subject to the corporate governance rules of the
U.S. Securities and Exchange Commission (the “SEC”) and
NASDAQ as described in the Company’s filings with the SEC.
The Board believes that good corporate governance reduces
risks within the business, promotes confidence and trust
amongst its stakeholders and is an important part of the
effectiveness and efficiency of the Company’s management
framework.
The QCA Code includes ten broad principles that the Board
strives to implement in order to deliver on its responsibilities
to the Company’s shareholders. The table below references
how the Board complies with the principles of the QCA
Code. The QCA Code can be found on the QCA’s website:
www.theqca.com.
DELIVER GROWTH
1. Establish a strategy and business model which
promote long-term value for shareholders
Tremor consistently reiterates its strategy in both its
communications, which include RNS, filings with the SEC
and presentations to stakeholders, and its financial results
statements.
We believe that programmatic advertising is still an
underpenetrated market that will experience robust growth
over the next decade as ad budgets continue to shift to digital
and digital continues to shift towards programmatic execution.
We intend to capitalize on these secular trends by pursuing
growth opportunities that include:
• Focus on Core Areas of Growth in Video and CTV
CTV is the fastest growth format within digital advertising,
and this trend is expected to continue over the next several
years according to eMarketer. In the United States, CTV ad
spend is expected to grow at a CAGR of 24.3% from 2021 to
2025, and Video is expected to grow at a CAGR of 15.0%,
reaching $105.6 billion by 2025. Digital video and CTV
comprised 91% of our revenue without performance activity
for the year ended December 31, 2021, and has been a
core focus for us since inception. We plan to leverage our
existing expertise in Video and CTV to increase our market
share and introduce new technologies and solutions.
• Introduce New Products and Invest in our Technology Stack
As we grow our market share and add new customers, we
continue to invest in our technology stack and develop
new innovative products. We are continuously trying to
introduce new innovative solutions and products to the
rapidly evolving digital advertising market. Some potential
areas of growth and investment include enhancing our
proprietary data sets, enhancing our CTV solution capabilities
and marketplace, audience targeting, expanding our
alternative identifier solutions and enhancing our global
platform coverage capabilities.
We are providing customers with creative alternatives to plan
and execute their campaigns giving them complimentary
scale and opportunities to enhance current audience
targeting strategies. For example, we offer, and will continue
to enhance, contextual targeting solutions from content
data collected via our publisher partnerships as well as
third-party solutions integrated into our ecosystem.
There is market movement away from cookie-based tracking
which has created an increase in demand for alternate
solutions. We have partnerships, and are integrating, with
major alternative identifier solutions such as IdentityLink
and Unified ID 2.0. We are committed to helping define
and support new privacy requirements and identifier
mechanisms as the industry standards evolve. We believe
that not everyone in the industry will adopt a single solution
alternative to cookie-based tracking and we are building
our platform to support various identifier solutions.
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GOVERNANCE
FINANCIAL STATEMENTS
2. Seek to understand and meet shareholder needs
and expectations
Tremor encourages dialogue with both its institutional
and private shareholders, responding quickly and with
transparency to all queries received. The Company provides
the contact details for its IR advisers on its website. Tremor
also engages with investors via its brokers in the UK, finnCap
and Stifel.
Ofer Druker, Tremor’s CEO, Sagi Niri, Tremor’s CFO, and
William Eckert, Tremor’s IR Director, meet regularly with
institutional investors, usually in relation to the issuance of
financial results, and endeavour to accommodate all
meeting requests from investors.
The Board recognises the AGM as an important opportunity
to meet private shareholders, however the Covid-19 pandemic
has meant that shareholders were unable to attend the 2020
nor 2021 AGMs in person. The directors – both non-executive
and executive – are typically also available to speak to
shareholders informally immediately following the AGM.
The Company’s executive directors hosted an investor
presentation in November 2021 specifically to engage with
the private investor community.
We have an active and engaged board, and a Chairman who
regularly liaises with the Company's shareholders. Regular
reports are provided to the Board on meetings with
shareholders and any concerns are communicated.
Tremor also seeks to meet the needs of shareholders on an
ad hoc basis where necessary, such as with webcasts and
separate presentations attended by analysts and private
investors.
• Strengthen Our Relationship with Existing Customers
We are constantly improving functionality on our platform
to attract new customers and encourage our existing
customer base to allocate more of their ad spend and ad
inventory to our platform. We believe as programmatic
gains more widespread adoption and brands and publishers
continue to focus on Video and CTV, we are strongly
positioned to increase our customer base and generate
additional revenue from existing customers.
• Expand Our International Footprint and United States
Market Share
We continue to acquire new publishers and advertisers
globally and invest in expanding our global footprint,
providing significant global demand and supply of digital
ad impressions across all channels and formats. We will
continue to invest in third-party integrations, maintaining
and enhancing our platform’s flexibility. We are leveraging
our existing technology stack to provide innovative solutions
to new and existing customers regardless of location or
platform. We consistently innovate and develop new tools
and products that enable our customers to maximize their
benefit from using our platform and services.
• Continue to Bolster our Data Capabilities
We leverage real-time data, artificial intelligence and
machine learning capabilities to synthesize, aggregate
and contextualize vast amounts of data sets to help our
advertisers and publishers optimize their digital ad spend/
inventory. Our DMP solution was architected to be flexible,
which allows us to deliver impactful and unique insights
that are agnostic to format or device type. By owning our
own proprietary DMP solution, we are able to provide
robust analytics, insights, and better segmentation on a
global basis. We believe this gives us a large competitive
advantage and enables higher ROI to our advertisers and
optimal yield on digital inventory to our publishers.
• Leverage our Industry Expertise and Target Select
Acquisitions
We have been successful in past acquisitions and may
direct our industry experience and focus to identify future
complementary acquisitions to further broaden our scale
and technology solutions. To the extent we identify attractive
acquisition opportunities, we have the experience, leadership
and track record to successfully execute strategic
transactions and integrate acquired businesses into our
platform.
The key challenges to the business and how these are
mitigated are detailed on pages 27 to 30 of this report.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 17
CORPORATE GOVERNANCE REPORT continued
3. Take into account wider stakeholder and social
responsibilities and their implications for long-term
success
Tremor’s management team encourages employees to
share their feedback, ideas, and thoughts by promoting a
transparent organisational culture and an “open door” policy.
Employees share their feedback with their managers on a
regular basis one-on-one. Those participating in the
leadership programmes are asked to share their thoughts in
group discussions and provide any feedback they might
have in regard to management, culture and the Company’s
actions. The Company also introduced internal surveys to
garner employee feedback and satisfaction and to receive
suggestions. The Company shares its list of core values with
all employees, which are the foundation of its culture: “I C.A.N.”
(Each day, we strive to be as Innovative, Committed +
Collaborative and Authentic as possible, with No Ego).
Staff retention rate is a key consideration and is a factor in
determining the bonus payment of the executive directors.
Retention is also a matter reported on to the Board. Each
year (with the exception of 2020 and 2021 due to COVID-19),
at least one board meeting is held at the Company’s
headquarters in Israel, where the non-executive directors
interact with the employees and present to them.
The Company communicates and builds relationships with
external stakeholders via its marketing efforts, including
social media, events, PR, direct marketing and online
advertising. The Company offers to meet with stakeholders
at regular events globally, and occasionally directly contacts
investors to offer meetings. During 2021, Tremor also
appointed William Eckert to run the Company’s investor
relations from an internal perspective.
Tremor has a ‘People & Culture’ programme, which includes
providing employees with opportunities for volunteering in
the community – with a particular focus on education –
such as tutoring young people and collaborating with schools
that care for underprivileged children. Tremor also regularly
donates to charitable organisations.
4. Embed effective risk management, considering both
opportunities and threats, throughout the organisation
The risks to the business and how these are mitigated are
detailed on pages 27 to 30 and its internal control measures
on page 24 of this report.
Both the executive directors and senior managers are
responsible for reviewing and evaluating risk on an ongoing
basis and the Board considers risks to the business at every
board meeting. The Board also allocates certain meetings
to have a more in-depth review of strategy and risk.
The Audit Committee of the Board consults with external
advisers, including the internal auditor, as/when needed to
support execution on strategy and risk mitigation, such as
holding executive sessions with KPMG to discuss the audit
process and the manner in which the Company’s finance
team is expanding to address the significant international
growth of the business.
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
5. Maintain the Board as a well-functioning, balanced
team led by the chair
The composition, roles and responsibilities of the Board and
its committees are set out on pages 20 to 24 of this report.
The number of meetings of the Board and the committees
are also detailed.
High level and in-depth analytic materials, including the
minutes from the prior meeting, are sent in a timely manner
ahead of each committee or board meeting allowing Board
members adequate time to review them. After each meeting,
the minutes are sent to the chair for review and approval. All
directors have direct access to the advice and services of
the Company Secretary and are able to take independent
professional advice in the furtherance of the duties, if
necessary, at the Company’s expense.
The composition of the Board is outlined on pages 14 to 15
of this report.
The time devoted by directors to their duties varies depending
on the activities of the company. In 2021, the board held 18
meetings. Each year (with the exception of 2020 and 2021
due to COVID-19), the Board typically holds at least one
3-day meeting to review strategy and interact with senior
managers. All executive directors work full-time for Tremor
and the non-executive Chairman spends a minimum of
three to four days per month on Tremor business. This is
primarily typically via in-person or virtual meetings, or phone
calls with management, brokers and shareholders. The other
non-executive directors spend a minimum of two days per
month on their duties, primarily through typically formal
face-to-face meetings, although these were also hosted
virtually during 2021 and phone calls with management and
other board members.
18
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
6. Ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities
The composition of the Board and the credentials of the
individual directors are outlined on pages 14 to 15 of this
report. All of the directors remain active in the media and
marketing industry – working for public and private companies
– which ensures that their skillsets remain highly
complementary to the Tremor business.
8. Promote a corporate culture that is based on ethical
values and behaviours
Tremor’s ‘People & Culture’ programme is designed to
preserve the culture of the Company. It includes “lecture of
the month” which is used to present different private and
public social initiatives that aim to encourage employee
volunteering and social awareness. Tremor also offers
volunteering opportunities directly to its employees.
The Sustainability, Nominating and Governance Committee
of the Board oversees the hiring process and makes
recommendations to the Board on new board appointments
as well as re-election of existing directors. Prior to any new
member joining the Board, a search for candidates is
conducted, with any subsequent appointment made on
merit, against objective criteria, and with due regard for the
benefits of diversity on the Board, including gender. The
Sustainability, Nominating and Governance Committee also
considers succession planning.
7. Evaluate Board performance based on clear and
relevant objectives, seeking continuous improvement
The Board currently runs a self-evaluation process on its
effectiveness and encourages open and transparent
communication.
All directors are subject to re-election by the shareholders
each year (excluding the non-executive directors, who were
formerly classified as external directors and will be subject
to re-election every year commencing 2023, in accordance
with Israeli law).
The executive directors are subject to an annual
performance review during which they are measured
against pre-set criteria.
The Board constantly looks to ensure that the executive
management of the Company evolves. The Company
conducts a leadership programme to ensure talent can be
promoted within the business. If there are skills gaps, the
Company looks to fill those externally. At present, the
directors are confident there is sufficient talent within the
Company to be able to appoint new leadership from within.
The Company has a ‘Leadership Programme’ that is designed
to facilitate career progression while promoting leadership
based on Tremor’s core values and ethical behaviour. Similarly,
the Company’s recruiting efforts and methods are based on
the notion of being the culture’s gate keepers: aiming to
recruit people who are a cultural fit and share a common
ground of ethical values and behaviours.
The Company’s senior management team observes the
culture of the Company in operation at the local business
units (throughout its geographies) through visits and
maintaining company culture is a matter discussed by the
Board. The Board also maintains regular dialogue with
company management outside of the executive directors to
monitor the disposition of the broader employee-base and
ensure the continuation of a healthy, growth-oriented culture.
9. Maintain governance structures and processes that
are fit for purpose and support good decision-making by
the Board
The Corporate Governance Report on pages 15 to 19 of this
report details the corporate governance structures and
processes for the Company.
BUILD TRUST
10. Communicate how the company is governed and is
performing by maintaining a dialogue with shareholders
and other relevant stakeholders
Tremor describes its communication practices in its annual
report under ‘Relationship with Shareholders’ (page 24 of this
report).
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 19
THE BOARD AND COMMITTEES
BOARD OF DIRECTORS
The Board is responsible for the overall strategy and financial
performance of the Company and has a formal schedule
of matters reserved for its approval. In order to lead the
development of the strategy of the Company and the
progress of financial performance, the Board is provided
with timely and comprehensive information that enables
the Board to review and monitor the performance of the
Company and to ensure the Company is able to achieve
its strategic goals.
An agreed procedure exists for directors in the furtherance
of their duties to take independent professional advice.
Newly appointed directors are to be made aware of their
responsibilities through the Company Secretary. The Company
provides the directors with training sessions via internal
meetings, presentations and conversations which are
conducted by Company advisors, management and other
relevant persons during the year in order to enable greater
awareness and understanding of the Company’s business
and the environment in which it operates.
Board Composition
The Board is currently comprised of three executive directors,
Ofer Druker, Yaniv Carmi and Sagi Niri, and six non-executive
directors, Christopher Stibbs (Chairman of the Board), Neil
Jones, Joanna Parnell, Lisa Klinger, Rebekah Brooks and
Norman Johnston. The balance between executive and
non-executive directors does not allow any group to
dominate the Board’s decision making.
Collectively, the non-executive directors bring a valuable
range of expertise in assisting the Company to achieve its
strategic aims. The effectiveness of the Board benefits from
the following skills and experience which the current Board
members possess: advertising, media, finance and accounting,
governance, research and development and technology
expertise.
Operation of the Board
The Company Secretary, Yaniv Carmi, together with Chief
Financial Officer, Sagi Niri, are responsible for ensuring that
the Company complies with the statutory and regulatory
requirements and maintains high standards of corporate
governance. They support and work closely with the
Chairman of the Board, the Chief Executive Officer and the
Board committee chairs in setting agendas for meetings of
the Board and its committees and support the transfer of
timely and accurate information flow from and to the Board
and the management of the Company.
The Board holds its meetings in accordance with its
scheduled calendar. During 2021, the Board met virtually on
18 occasions. The Board also holds regular telephone calls
to update the members on operational and other business,
and the Board convenes occasionally for additional updates
and conversations on ad-hoc emerging matters that arise
in-between the scheduled Board meetings. A majority of
the Board members, which constitutes the legal quorum for
a board meeting, attended each of the board meetings.
Each board meeting is preceded by a clear agenda and any
relevant information is provided to directors in advance of
the meeting.
The Board has established properly constituted Audit,
Compensation and Sustainability, Nominating and Governance
committees of the Board with formally delegated duties
and responsibilities.
AUDIT COMMITTEE
Companies Law Requirements
Under the Companies Law, the board of directors of a public
company must appoint an audit committee.
Listing Requirements
Under the corporate governance rules of NASDAQ, we are
required to maintain an audit committee consisting of at
least three independent directors, each of whom is financially
literate and one of whom has accounting or related financial
management expertise.
Our audit committee consists of Neil Jones, Joanna Parnell
and Lisa Klinger. Lisa Klinger serves as the chairperson of
the audit committee. All members of our audit committee
meet the requirements for financial literacy under the
applicable rules and regulations of the SEC and the corporate
governance rules of NASDAQ. Our board of directors has
determined that each of and Neil Jones is an audit committee
financial expert as defined by the SEC rules and has the
requisite financial experience as defined by the corporate
governance rules of NASDAQ.
Our board of directors has determined that each member of
our audit committee is “independent” as such term is defined
in Rule 10A-3(b)(1) under the Exchange Act, which is different
from the general test for independence of board and
committee members.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
COMPENSATION COMMITTEE
Companies Law Requirements
Under the Companies Law, the board of directors of a
public company must appoint a compensation committee.
Listing Requirements
Under the corporate governance rules of NASDAQ, we are
required to maintain a compensation committee consisting
of at least three independent directors.
Our compensation committee consists of Neil Jones,
Joanna Parnell and Lisa Klinger. Neil Jones serves as
chairperson of the committee. Our board of directors has
determined that each member of our compensation
committee is independent under the corporate governance
rules of NASDAQ, including the additional independence
requirements applicable to the members of a
compensation committee.
Compensation Committee Role
In accordance with the Companies Law, the roles of the
compensation committee are, among others, as follows:
• making recommendations to the board of directors with
respect to the approval of the compensation policy for
office holders;
• reviewing the implementation of the compensation policy
and periodically making recommendations to the board of
directors with respect to any amendments or updates of
the compensation policy;
• resolving whether or not to approve arrangements with
respect to the terms of office and employment of office
holders; and
• exempting, under certain circumstances, transactions with
our Chief Executive Officer from the approval of our
shareholders.
Audit Committee Role
Our board of directors has adopted an audit committee
charter setting forth the responsibilities of the audit
committee, which are consistent with the Companies Law,
the SEC rules and the corporate governance rules of and
include:
• retaining and terminating our independent auditors,
subject to ratification by the board of directors, and in the
case of retention, to ratification by the shareholders;
• pre-approving audit and non-audit services to be provided
by the independent auditors and related fees and terms;
• overseeing the accounting and financial reporting
processes of our company and audits of our financial
statements, the effectiveness of our internal control over
financial reporting and making such reports as may be
required of an audit committee under the rules and
regulations promulgated under the Exchange Act;
• reviewing with management and our independent auditor
our annual and quarterly financial statements prior to
publication or filing (or submission, as the case may be) to
the SEC;
• recommending to the board of directors the retention and
termination of the internal auditor, and the internal auditor’s
engagement fees and terms, in accordance with the
Companies Law as well as approving the yearly or
periodic work plan proposed by the internal auditor;
• reviewing with our general counsel and/or external
counsel, as deemed necessary, legal and regulatory
matters that could have a material impact on the financial
statements;
• identifying irregularities in our business administration by
among other things, consulting with the internal auditor or
with the independent auditor, and suggesting corrective
measures to the board of directors;
• reviewing policies and procedures with respect to
transactions between the Company and officers and
directors (other than transactions related to the
compensation or terms of service of officers and directors),
or affiliates of officers or directors, or transactions that are
not in the ordinary course of the Company’s business and
deciding whether to approve such acts and transactions if
so required under the Companies Law; and
• establishing procedures for the handling of employees’
complaints as to the management of our business and the
protection to be provided to such employees.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 21
THE BOARD AND COMMITTEES continued
Our board of directors has adopted a compensation
committee charter setting forth the responsibilities of the
committee, which are consistent with the corporate
governance rules of NASDAQ and include among others:
• recommending to our board of directors for its approval a
compensation policy in accordance with the requirements
of the Companies Law as well as other compensation
policies, incentive-based compensation plans and
equity-based compensation plans, and overseeing the
development and implementation of such policies and
recommending to our board of directors any amendments
or modifications the committee deems appropriate,
including as required under the Companies Law;
• reviewing and approving the granting of options and other
incentive awards to our Chief Executive Officer and other
executive officers, including reviewing and approving
corporate goals and objectives relevant to the compensation
of our Chief Executive Officer and other executive officers,
including evaluating their performance in light of such
goals and objectives;
• approving and exempting certain transactions regarding
office holders’ compensation pursuant to the Companies
Law; and
• administering our equity-based compensation plans,
including without limitation, approving the adoption of
such plans, amending and interpreting such plans and the
awards and agreements issued pursuant thereto, and
making awards to eligible persons under the plans and
determining the terms of such awards.
Compensation Policy under the Companies Law
In general, under the Companies Law, a public company
must have a compensation policy approved by its board of
directors after receiving and considering the
recommendations of the compensation committee.
The compensation policy must be based on certain
considerations, include certain provisions and reference
certain matters as set forth in the Companies Law. The
compensation policy must serve as the basis for decisions
concerning the financial terms of employment or engagement
of office holders, including exculpation, insurance,
indemnification or any monetary payment or obligation of
payment in respect of employment or engagement.
The compensation policy must be determined and later
reevaluated according to certain factors, including: the
advancement of the company’s objectives, business plan
and long-term strategy; the creation of appropriate
incentives for office holders, while considering, among other
things, the company’s risk management policy; the size and
the nature of the company’s operations; and with respect to
variable compensation, the contribution of the office holder
towards the achievement of the company’s long-term goals
and the maximization of its profits, all with a long-term
objective and according to the position of the office holder.
The compensation policy must furthermore consider the
following additional factors:
• the education, skills, experience, expertise and
accomplishments of the relevant office holder;
• the office holder’s position and responsibilities;
• prior compensation agreements with the office holder;
• the ratio between the cost of the terms of employment of
an office holder and the cost of the employment of other
employees of the company, including employees
employed through contractors who provide services to
the company, in particular the ratio between such cost to
the average and median salary of such employees of the
company, as well as the impact of disparities between
them on the work relationships in the company;
• if the terms of employment include variable components
— the possibility of reducing variable components at the
discretion of the board of directors and the possibility of
setting a limit on the value of non-cash variable equity-
based components; and
• if the terms of employment include severance compensation
— the term of employment or office of the office holder,
the terms of the office holder’s compensation during such
period, the company’s performance during such period,
the office holder’s individual contribution to the achievement
of the company goals and the maximization of its profits
and the circumstances under which he or she is leaving
the company.
22
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
The compensation policy must also include, among other
things:
• with regards to variable components:
• with the exception of office holders who report to the chief
executive officer, a means of determining the variable
components on the basis of long-term performance and
measurable criteria; provided that the company may
determine that an immaterial part of the variable components
of the compensation package of an office holder shall be
awarded based on non-measurable criteria, if such amount
is not higher than three months’ salary per annum, taking
into account such office holder’s contribution to the company;
• the ratio between variable and fixed components, as well
as the limit of the values of variable components at the
time of their payment, or in the case of equity-based
compensation, at the time of grant;
• a condition under which the office holder will return to the
company, according to conditions to be set forth in the
compensation policy, any amounts paid as part of the
office holder’s terms of employment, if such amounts were
paid based on information later to be discovered to be
wrong, and such information was restated in the company’s
financial statements;
• the minimum holding or vesting period of variable equity-
based components to be set in the terms of office or
employment, as applicable, while taking into consideration
long-term incentives; and
• a limit to retirement grants.
Our compensation policy was last adopted by our
compensation committee, board of directors and
shareholders on April 30, 2021 and is filed as an exhibit to
this Annual Report.
SUSTAINABILITY, NOMINATING AND GOVERNANCE
COMMITTEE
Our sustainability, nominating and governance committee
consists of Neil Jones, Joana Parnell and Christopher
Stibbs. Christopher Stibbs serves as chairperson of the
committee. Our board of directors has adopted a
sustainability, nominating and governance committee
charter setting forth the responsibilities of the committee,
which include:
• overseeing and assisting our board in reviewing and
recommending nominees for election as directors;
• assessing the performance of the members of our board;
and
• establishing and maintaining effective corporate governance
policies and practices, including, but not limited to,
developing and recommending to our board a set of
corporate governance guidelines applicable to our business.
CONFLICTS OF INTEREST
The Company has procedures for the disclosure and review
of any conflicts, or potential conflicts, of interest in compliance
with the Companies Law, which the directors may have and
for the authorisation of such conflict matters by the Board.
Under the Companies Law, any transaction of the Company
with a director or any transaction of the Company in which a
director has a personal interest requires the approval of the
Board. The transaction must not be approved if it is not in the
Company’s best interest. If the transaction is an extraordinary
transaction (i.e. a transaction that is not in the ordinary course
of business, that is not on market terms or that is likely to
have a material impact on a company’s profitability, assets
or liabilities), then Audit Committee approval is required in
addition to Board approval.
If the transaction concerns exculpation, indemnification,
insurance or compensation of the director, then the approvals
of the Compensation Committee, the Board and the
shareholders by way of ordinary resolution are required (in
that order).
A director who has a personal interest in a matter that is
considered at a meeting of the Board, the Audit Committee
or the Compensation Committee may not attend that meeting
or vote on that matter, unless a majority of the Board, the
Audit Committee or the Compensation Committee, as
applicable, has a personal interest in the matter. If a majority
of the Board, the Audit Committee or the Compensation
Committee, as applicable, has a personal interest in the
transaction, then shareholder approval, by way of ordinary
resolution, is also required. The authorisation of a conflict
matter, and the terms of authorisation, may be reviewed at
any time by the Board.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 23
THE BOARD AND COMMITTEES continued
The Board considers that these procedures are operating
effectively. There have been no matters of a material nature
arising requiring assessment by the Board as a potential
conflict during the year.
The Company’s key internal financial control procedures
include:
• review by the Board of actual results compared with
budget and forecasts;
RELATIONSHIP WITH SHAREHOLDERS
The Company encourages the participation of both
institutional and private investors. The Chief Executive Officer
and Chief Financial Officer meet regularly with institutional
investors, usually in regard to the issuance of half and full
year results. Communication with private individuals is
maintained through the Annual General Meeting and the
Company’s annual and interim reports. In addition, further
details on the strategy and performance of the Company
can be found on its website (www.tremorinternational.com),
which includes copies of the Company’s press releases.
Regular updates are provided to the Board on meetings
with shareholders and analysts, and brokers’ opinions.
Non-executive directors are available to meet major
shareholders, if required. Investors are also encouraged to
contact the Company’s Investor Relations advisors, Vigo
Consulting in the UK, and KCSA in the US.
INTERNAL CONTROLS
The Board maintains full control and direction over
appropriate strategic, financial, organisational and
compliance issues. The Company’s organisational structure
has clearly defined lines of authority, responsibility and
accountability, which is reviewed regularly. The annual
budget and forecasts are reviewed by the Board prior to
approval being given. This includes the identification and
assessment of the business risks inherent in the Company
and the digital media industry as a whole along with
associated financial risks.
The Board has overall responsibility for the Company’s
systems of internal control and for monitoring their
effectiveness. Although no system of internal control can
provide absolute assurance against material misstatement
or loss, the Company’s systems are designed to provide the
directors with reasonable assurance that issues are
identified on a timely basis and dealt with appropriately.
• reviews by the Board of year-end forecasts;
• the establishing of procedures for acquisitions, capital
expenditure and expenditure incurred in the ordinary
course of business;
• the appraisal and approval of proposed acquisitions; and
• the appointing of experienced and suitably qualified staff
to take responsibility for key business functions to ensure
maintenance of high standards of performance.
The external auditors are engaged to express an opinion on
the financial statements. They discuss with management
the reporting of operational results and the financial
condition of the Company, to the extent necessary to
express their audit opinion.
In accordance with Companies Law, the Board must appoint
an internal auditor nominated following the recommendation
of the Audit Committee. The primary role of the internal
auditor is to examine whether a company’s actions comply
with the law and proper business procedure. The internal
auditor may be an employee of the Company but may not
be an interested party or office holder, or a relative of any
interested party or office holder and may not be a member
of the Company’s independent accounting firm or its
representative. The Company’s internal auditor is Yisrael
Gewirtz (Fahn Kanne Control Management Ltd., Grant
Thornton Israel).
AUDIT AND AUDITOR INDEPENDENCE
An additional responsibility of the Audit Committee is to
keep under review the scope and cost effectiveness of the
external audit. This includes recommending to the Board
the appointment of the external auditors and reviewing the
scope of the audit, approving the audit fee and, on an
annual basis, the Committee being satisfied that the
auditors are independent.
Somekh Chaikin, member firm of KPMG International, is
retained to perform audit and audit-related work on the
Company and its subsidiaries. The Audit Committee
monitors the nature and extent of non- audit work undertaken
by the auditors. It is satisfied that there are adequate controls
in place to ensure auditor independence and objectivity.
Periodically, the Audit Committee monitors the cost of
non-audit work undertaken by the auditors. The Audit
Committee considers that it is in a position to take action
if at any time it believes that there is a risk of the auditors’
independence being undermined through the award of
this work.
24
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
TAKEOVERS & MERGERS
SPECIAL TENDER OFFER
The Companies Law provides that an acquisition of shares
of a public Israeli company must be made by means of a
special tender offer if, as a result of the acquisition, the
purchaser could become a holder of 25 per cent. or more of
the voting rights in the Company. This rule does not apply if
there is already another holder of at least 25 per cent. of the
voting rights in the Company.
Similarly, the Companies Law provides that an acquisition of
shares in a public company must be made by means of a
tender offer if, as a result of the acquisition, the purchaser
could become a holder of more than 45 per cent. of the
voting rights in the company, if there is no other shareholder
of the company who holds more than 45 per cent. of the
voting rights in the company.
A special tender offer must be extended to all shareholders
of a company, but the offeror is not required to purchase
shares representing more than 5 per cent. of the voting
power attached to the company’s outstanding shares,
regardless of how many shares are tendered by shareholders.
A special tender offer may be consummated only if (i) at
least 5 per cent. of the voting power attached to the company’s
outstanding shares will be acquired by the offeror and (ii)
the number of shares tendered in the offer exceeds the
number of shares whose holders objected to the offer.
If a special tender offer is accepted, then the purchaser or
any person or entity controlling it or under common control
with the purchaser or such controlling person or entity may
not make a subsequent tender offer for the purchase of
shares of the target company and may not enter into a
merger with the target company for a period of one year
from the date of the offer, unless the purchaser or such
person or entity undertook to effect such an offer or merger
in the initial special tender offer. Shares that are acquired in
violation of this requirement to make a tender offer will be
deemed Dormant Shares (as defined in the Companies Law)
and will have no rights whatsoever for so long as they are
held by the acquirer.
TAKEOVERS & MERGERS
As the Company is incorporated in Israel, it is subject to
Israeli law and the City Code on Takeovers and Mergers
does not apply to the Company.
Mergers
The Companies Law permits merger transactions, provided
that each party to the transaction obtains the approval
of its board of directors and shareholders (excluding certain
merger transactions which do not require the approval
of the shareholders, as set forth in the Companies Law).
Pursuant to the Company’s Articles of Association, the
shareholders of the Company are required to approve the
merger by the affirmative vote of a majority of the Ordinary
Shares of the Company represented at the shareholders
meeting in person or by proxy and voting thereon. In
addition, for purposes of the shareholder vote of each party,
the merger will not be deemed approved if a majority of the
shares not held by the other party, or by any person who
holds 25 per cent. or more of the shares or the right to
appoint 25 per cent. or more of the directors of the other
party, has voted against the merger.
The Companies Law requires the parties to a proposed
merger to file a merger proposal with the Israeli Registrar of
Companies, specifying certain terms of the transaction.
Each merging company’s board of directors and shareholders
must approve the merger. Shares in one of the merging
companies held by the other merging company or certain
of its affiliates are disenfranchised for purposes of voting on
the merger. A merging company must inform its creditors of
the proposed merger. Any creditor of a party to the merger
may seek a court order blocking the merger, if there is a
reasonable concern that the surviving company will not be
able to satisfy all of the obligations of the parties to the
merger. Moreover, a merger may not be completed until at
least 50 days have passed from the time that the merger
proposal was filed with the Israeli Registrar of Companies
and at least 30 days have passed from the approval of the
shareholders of each of the merging companies.
In addition, the provisions of the Companies Law that deal
with ‘‘arrangements’’ between a company and its shareholders
may be used to effect squeeze-out transactions in which the
target company becomes a wholly-owned subsidiary of the
acquirer. These provisions generally require that the merger
be approved by a majority of the participating shareholders
holding at least 75 per cent. of the shares voted on the matter,
as well as 75 per cent. of each class of creditors. In addition
to shareholder approval, court approval of the transaction is
required.
Under the Companies Law, in the event the Company enters
into a merger or an “arrangement” under the Companies
Law (as described above), the provisions of the Companies
Law and the Articles of Association rules with respect to
tender offers (as described below) do not apply.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 25
TAKEOVERS & MERGERS continued
FULL TENDER OFFER
Under the Companies Law, a person may not purchase
shares of a public company if, following the purchase, the
purchaser would hold more than 90 per cent. of the company’s
shares or of any class of shares, unless the purchaser makes
a tender offer to purchase all of the target company’s shares
or all the shares of the particular class, as applicable. If, as a
result of the tender offer, either:
• the purchaser acquires more than 95 per cent. of the
company’s shares or a particular class of shares and a
majority of the shareholders that did not have a Personal
Interest accepted the offer; or the appointing of experienced
and suitably qualified staff to take responsibility for key
business functions to ensure maintenance of high standards
of performance.
• the purchaser acquires more than 98 per cent. of the
company’s shares or a particular class of shares;
then, the Companies Law provides that the purchaser
automatically acquires ownership of the remaining shares.
However, if the purchaser is unable to purchase more than
95 per cent. or 98 per cent., as applicable, of the company’s
shares or class of shares, the purchaser may not own more
than 90 per cent. of the shares or class of shares of the
target company.
26
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
DIRECTORS’ REPORT
PRINCIPAL ACTIVITIES
Tremor is a global company offering an end-to-end
software platform that enables advertisers to reach relevant
audiences and publishers to maximize yield on their digital
advertising inventory. Tremor uses its proprietary technology
to deliver impactful brand stories to target audiences through
digital ad technology and advanced audience data. Tremor’s
omni-channel capabilities deliver global advertising
campaigns across all formats and channels, with an expertise
in video format ads on all devices (“Video”) and Connected
TV (“CTV”).
BUSINESS REVIEW
The information that fulfils the requirements of the business
review, including details of the 2021 results, principal risks
and uncertainties and the outlook for future years, are set
out in the Chairman’s, Chief Executive Officer’s and Chief
Financial Officer’s statements on pages 04 to 13, and in this
Directors’ Report.
DIRECTORS
The following Directors held office as indicated below for
the year ended 31 December 2021 and up to the date of
signing the consolidated financial statements except where
otherwise shown.
Christopher Stibbs – Non-Executive Chairman
(Throughout 2021-present)
Ofer Druker – Chief Executive Officer
(Throughout 2021 – present)
Yaniv Carmi – Chief Operating Officer
(Throughout 2021 – present)
Sagi Niri – Chief Financial Officer
(Throughout 2021-present)
Joanna Parnell – Non-Executive Director
(Throughout 2021 – present)
Neil Jones – Non-Executive Director
(Throughout 2021 – present)
Rebekah Brooks – Non-Executive Director
(Throughout 2021 – present)
Norman Johnston – Non-Executive Director
(Throughout 2021 – present)
Lisa Klinger – Non-Executive Director
(From April 2021 – present)
DIRECTORS’ COMPENSATION AND INTERESTS
The Compensation Report is set out on pages 32 to 33. It
includes details of Directors’ compensation, interests in the
Ordinary Shares of the Company and share options.
CORPORATE GOVERNANCE
The Board’s Corporate Governance Report is set out on
pages 16 to 19.
DIRECTORS’ RESPONSIBILITIES
The Companies Law requires the Directors to prepare
financial statements for each financial year which give a true
and fair view of the state of affairs of the Company as at the
end of the relevant financial year pursuant to applicable
accounting standards.
The Directors, after considering the risks and uncertainties
and after reviewing the Company’s operating budgets,
investment plans and financing arrangements, consider that
the Company has sufficient resources at their disposal to
continue their operations for the foreseeable future.
Accordingly, the financial statements have been prepared
on a going concern basis.
PRINCIPLE RISKS AND UNCERTAINTIES
The Directors assess and monitor the key risks of the
business on an ongoing basis. Following are the principal
risks and uncertainties that could have a material effect on
the Company’s performance:
Risks Relating to Our Business
• Our success and revenue growth are dependent on
adding new advertisers and publishers, effectively
educating and training our existing advertisers and
publishers on how to make full use of our platform and
increasing usage of our platform by advertisers and
publishers.
• Our business depends on our ability to maintain and
expand access to advertising spend, including spend from
a limited number of DSPs, agencies and advertisers.
• Our business depends on our ability to maintain and
expand access to valuable inventory from publishers,
including our largest publishers.
• If we fail to make the right investment decisions in our
platform, or if we fail to innovate and develop new
solutions that are adopted by advertisers and publishers,
we may not attract and retain advertisers and publishers,
which could have an adverse effect on our business,
results of operations and financial condition.
• Significant parts of our business depend on relationships
with data providers for data sets used to deliver targeted
campaigns.
• Our business depends on our ability to collect, use and
disclose certain data, including CTV data, to deliver
advertisements. Any limitation imposed on our collection,
use or disclosure of this data could significantly diminish
the value of our platform and cause us to lose publishers,
advertisers and revenue. Consumer tools, regulatory
restrictions and technological limitations all threaten our
ability to use and disclose data.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 27
DIRECTORS’ REPORT continued
• If the use of third-party “cookies,” mobile device IDs, CTV
data collection or other tracking technologies is restricted
without similar or better alternatives (and adoption of such
alternatives), our platform’s effectiveness could be
diminished and our business, results of operations and
financial condition could be adversely affected.
Risks Relating to the Market in Which We Operate
• If the non-proprietary technology, software, products and
services that we use are unavailable, have future terms we
cannot agree to or do not perform as we expect, our
business, operating results and financial condition could
be harmed.
• Our failure to meet content and inventory standards and
provide services that our advertisers and publishers trust
could harm our brand and reputation and negatively impact
our business, operating results and financial condition.
• We must grow rapidly to remain a market leader and to
accomplish our strategic objectives. If we fail to grow, or
fail to manage our growth effectively, the value of our
company may decline.
• The market for programmatic buying for advertising
campaigns is relatively new and evolving. If this market
develops slower or differently than we expect, our
business, operating results and financial condition could
be adversely affected.
• If we fail to detect or prevent fraud on our platform, or
malware intrusion into the systems or devices of our
publishers and their consumers, publishers could lose
confidence in our platform and we could face legal claims
that could adversely affect our business, results of
operations and financial condition.
• Our revenue and results of operations are highly dependent
on the overall demand for advertising. Factors that affect
the amount of advertising spending, such as economic
downturns, inflation, supply constraints and the COVID-19
pandemic, can make it difficult to predict our revenue and
could adversely affect our business, results of operations
and financial condition.
• Our global operations subject us to certain risks beyond
our control and may adversely affect our financial results.
• The extent to which the ongoing COVID-19 pandemic,
including the resulting global economic uncertainty, and
measures taken in response to the pandemic, could
adversely affect our business, results of operations and
financial condition will depend on future developments,
which are highly uncertain and difficult to predict.
• Any decrease in the use of the advertising or publishing
channels that we primarily depend on, or failure to expand
into emerging channels, could adversely affect our
business, results of operations and financial condition.
• If the use of digital advertising is rejected by consumers,
through opt-in, opt-out or ad-blocking technologies or
other means, it could have an adverse effect on our
business, results of operations and financial condition.
• If CTV develops in ways that prevent advertisements from
being delivered to consumers, our business, results of
operations and financial condition may be adversely
affected.
• We must scale our platform infrastructure to support
• The market in which we participate is intensely
anticipated growth and transaction volume. If we fail to do
so, we may limit our ability to process inventory and we
may lose revenue.
competitive, and we may not be able to compete
successfully with our current or future competitors.
• Disruptions to service from our third-party data center
hosting facilities and cloud computing and hosting
providers could impair the delivery of our services and
harm our business.
• We face potential liability and harm to our business based
on the human factor of inputting information into our platform.
• Seasonal fluctuations in advertising activity could have a
material impact on our revenue, cash flow and operating
results.
• If we do not effectively grow and train our sales and
support teams, we may be unable to add new customers
or increase usage of our platform by our existing
customers and our business will be adversely affected.
• Any failure to protect our intellectual property rights could
negatively impact our business.
• The United Kingdom’s withdrawal from the European
Union may have a negative effect on global economic
conditions, financial markets and our business.
28
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Risks Relating to Our Employees and Location in Israel
• Our long-term success depends on our ability to operate
internationally making us susceptible to risks associated
with cross-border sales and operations.
Risks Relating to Legal or Regulatory Constraints
• We are subject to regulation with respect to political
advertising, which lacks clarity and uniformity.
• We depend on our executive officers and other key
employees, and the loss of one or more of these
employees could harm our business.
• Inability to attract and retain other highly skilled
employees could harm our business.
• Conditions in Israel could materially and adversely affect
our business.
• Your rights and responsibilities as our shareholder will be
governed by Israeli law, which may differ in some respects
from the rights and responsibilities of shareholders of U.S.
corporations.
• Provisions of Israeli law and our amended and restated
articles of association may delay, prevent or make
undesirable an acquisition of all or a significant portion of
our ADSs or assets.
• Our amended and restated articles of association provide
that unless we consent to an alternate forum, the federal
district courts of the United States shall be the exclusive
forum for the resolution of any claims arising under the
Securities Act of 1933, as amended (the “Securities Act”),
which may limit the ability of our shareholders to initiate
litigation against us or increase the cost thereof.
• It may be difficult to enforce a U.S. judgment against us,
our officers and directors in Israel or the United States, or
to assert U.S. securities laws claims in Israel or serve
process on our officers and directors.
Risks Relating to Our Financial Position
• Our operating history makes it difficult to evaluate our
business and prospects and may increase the risk
associated with your investment.
• We often have long sales cycles, which can result in
• We are subject to laws and regulations related to data
privacy, data protection and information security and
consumer protection across different markets where we
conduct our business, including in the United States, the
European Economic Area (“EEA”) and the United Kingdom
and industry requirements and such laws, regulations and
industry requirements are constantly evolving and
changing.
• If publishers, buyers, and data providers do not obtain
necessary and requisite consents from consumers for us
to process their personal data, we could be subject to
fines and liability.
• We generally do not have a direct relationship with
consumers who view advertisements placed through our
platform, so we may not be able to disclaim liabilities from
such consumers through terms of use on our platform.
• We face potential liability and harm to our business based
on the nature of our business and the content on our
platform and we are, and may be in the future, involved in
commercial disputes with counterparties with whom we
do business.
• We are subject to anti-bribery, anti-corruption and similar
laws and non-compliance with such laws can subject us to
criminal penalties or significant fines and harm our
business and reputation.
Risks Relating to Our ADSs
• The price of our ADSs and the trading volume of our ADSs
may be volatile, and you may lose all or part of your
investment.
• There was no public market for our ADSs prior our IPO in
June 2021, and an active trading market may not develop
at the rate and volume expected which may impact
investors’ ability to sell our ADSs.
significant time and investment between initial contact
with a prospect and execution of an agreement with an
advertiser or publisher, making it difficult to project when,
if at all, we will obtain new advertisers or publisher and
when we will generate revenue from them.
• If we do not meet the expectations of equity research
analysts, if they do not publish research or reports about
our business or if they issue unfavorable commentary or
downgrade our ADSs, the price of our ADSs and trading
volume could decline.
• We are subject to payment-related risks and, if our advertisers
do not pay or dispute their invoices, our business, financial
condition and operating results may be adversely affected.
• The dual listing of our ordinary shares and our ADSs may
adversely affect the liquidity and value of our ordinary
shares and ADSs.
• Future acquisitions or strategic investments could be
difficult to identify and integrate, divert the attention of
management, and could disrupt our business, dilute
shareholder value and adversely affect our business,
results of operations and financial condition.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 29
DIRECTORS’ REPORT continued
• We qualify as an emerging growth company, as defined in
the Securities Act, and we cannot be certain if the reduced
disclosure requirements applicable to emerging growth
companies will make our ADSs less attractive to investors
because we may rely on these reduced disclosure
requirements.
• We are foreign private issuer and, as a result, we will not
be subject to U.S. proxy rules and will be subject to
Exchange Act reporting obligations that, to some extent,
are more lenient and less frequent than those of a U.S.
domestic public company.
• We may lose our “foreign private issuer” status in the
future, which could result in significant additional costs
and expenses.
• As we are a “foreign private issuer” and follow certain
home country corporate governance practices, our
shareholders may not have the same protections afforded
to shareholders of companies that are subject to all
NASDAQ corporate governance requirements.
• You may not be able to exercise your right to vote the
ordinary shares underlying your ADSs.
• Holders of the ADSs are not able to exercise the pre-emptive
subscription rights related to the ordinary shares that they
represent and may suffer dilution of their equity holding in
the event of future issuances of our ordinary shares.
• Holders of ADSs may not receive distributions on our ordinary
shares in the form of ADSs or any value for them if it is illegal
or impractical to make them available to holders of ADSs.
• ADS holders may not be entitled to a jury trial with respect
to claims arising under the deposit agreement, which
could result in less favourable outcomes to the plaintiff(s)
in any such action.
• Holders of our ADSs or ordinary shares have limited choice
of forum, which could limit your ability to obtain a favourable
judicial forum for complaints against us, the depositary or
our respective directors, officers or employees.
• Holders of ADSs may be subject to limitations on transfer
• The market price of our ADSs could be negatively affected
by future issuances and sales of our ADSs or ordinary shares.
of their ADSs.
• Exposure to foreign currency exchange rate fluctuations
could negatively impact our results of operations.
• A small number of significant beneficial owners of our shares
acting together have significant influence over matters
requiring shareholder approval, which could delay or
prevent a change of control.
For additional details on the risks and uncertainties, please
see the risk factors described in Item 3 .D. of our Annual Report
on Form 20-F for the year ended December 31, 2021, as filed
with the SEC on March 15, 2022, and available on the SEC’s
website at www.sec.gov and on the company’s website at
https://investors.tremorinternational.com/financial-results/
sec-filings.
• We cannot guarantee that we will repurchase any of our
ordinary shares pursuant to our announced repurchase
plan or that our repurchase plan will enhance long-term
shareholder value.
• There can be no assurance that we will not be classified as
a passive foreign investment company, which could result
in adverse U.S. federal income tax consequences to
United States Holders of our ADSs.
• If a United States person is treated as owning at least 10%
of our ADSs, such holder may be subject to adverse U.S.
federal income tax consequences.
• We have broad discretion over the use of proceeds we
received in our IPO and may not apply the proceeds in
ways that increase the value of your investment.
• We incur increased costs as a result of operating as a U.S.
listed public company, and our management is required to
devote substantial time to new compliance initiatives and
corporate governance practices.
• Because we may not pay any cash dividends on our ADSs
in the future, capital appreciation, if any, may be holders of
ADSs sole source of gains and they may never receive a
return on their investment.
• Securities traded on AIM may carry a higher risk than
securities traded on other exchanges, which may impact
the value of your investment.
30
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS
Somekh Chaikin, Tel Aviv, Israel (PCAOB ID 1057), a member of
KPMG International, has served as our independent registered
public accounting firm for 2021 and 2020. Following are KPMG
International's fees for professional services in each of the
respective fiscal years:
RESEARCH AND DEVELOPMENT
Our business model enables us to invest into our research
and development efforts, which have helped grow our
business. Our platform is extremely efficient at managing
large amounts of complex data and is leveraged by both
our advertisers and publishers in real time. We are committed
to innovative technologies and rapid introduction of enhanced
functionalities to support the dynamic needs of our advertisers
and publishers. We therefore expect technology and
development expense to increase as we continue to invest
in our platform to support increased volume of advertising
spend and our international expansion.
Our technology and development team is based in the
United States and Israel and comprises 108 employees.
Total
Audit Fees
Audit-related fees
Tax fees
Year ending December 31,
2020
'000
2021
'000
551
125
213
889
724
0
249
973
Research and development expenses were $18.4 million,
$13.3 million and $16.2 million in 2021, 2020 and 2019,
respectively, and accounted for 9.4%, 8.4% and 12.0% of our
operating expenses in 2021, 2020 and 2019, respectively.
Our success depends, in part, on our ability to protect the
proprietary methods and technologies that we develop or
otherwise acquire. We rely on copyright, trade secret laws,
confidentiality procedures and contractual provisions to
protect our proprietary methods and technologies, and own
more than 50 patents. We rely upon common law protection
for certain marks, such as “Tremor” and “Tremor Video.”
We generally enter into confidentiality and/or license
agreements with our employees, consultants, vendors and
advertisers, and we generally limit access to, and distribution
of, our proprietary information. We intend to pursue additional
intellectual property protection to the extent we believe it
would be beneficial and cost effective.
SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDINGS
Details of the share capital of the Company as at 31 December
2021 are set out in Note 3 to the consolidated financial
statements.
At 27 May 2022, the total issued and outstanding number of
Ordinary Shares were 152,952,424 and 33,796,966 Ordinary
Shares were held in treasury as dormant shares. The following
held 3% or more of the ordinary share capital of Tremor:
Shareholder
Mithaq Capital SPC
Toscafund Asset Management
Schroder Investment Management
News Corp
JB Capital Partners
Hargreaves Lansdown Asset Management
Interactive Investor
River & Mercantile Asset Management
%
22.2
14.2
10.1
5.6
3.6
3.4
3.2
3.2
(1) “Audit fees” are the aggregate fees paid for the audit of
our annual financial statements. This category also includes
services that generally the independent accountant provides,
such as consents and assistance with and review of
documents filed with the SEC.
(2) “Audit-related fees” are the aggregate fees paid for
assurance and related services that are reasonably related
to the performance of the audit and are not reported under
audit fees. These fees primarily include accounting
consultations regarding the accounting treatment of matters
that occur in the regular course of business, implications of
new accounting pronouncements and other accounting
issues that occur from time to time.
Pre-Approval Policies and Procedures
The advance approval of the Audit Committee or members
thereof, to whom approval authority has been delegated, is
required for all audit and non-audit services provided by our
auditors.
Our audit committee has adopted a pre-approval policy for
the engagement of our independent accountant to perform
certain audit and non-audit services. Pursuant to this policy,
which is designed to assure that such engagements do not
impair the independence of our auditors, the audit committee
pre-approves annually a catalog of specific audit and
non-audit services in the categories of audit service,
audit-related service and tax services that may be performed
by our independent accountants.
EVENTS AFTER THE REPORTING PERIOD
For significant events after the reporting period please refer
to Note 23 on page 74.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 31
COMPENSATION REPORT
DIRECTORS’ COMPENSATION
The Board recognises that Directors’ Compensation is of legitimate interest to the shareholders. The Company operates within
a competitive environment, performance depends on the individual contributions of the Directors and employees and it
believes in rewarding vision and innovation. As an Israeli company listed on the AIM market of the London Stock Exchange,
the Company is not required to comply with the requirements of Schedule 8 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008.
POLICY ON DIRECTORS’ COMPENSATION
The policy of the Board is to provide executive compensation packages designed to attract, motivate and retain Directors of
the calibre necessary to maintain the Company’s position. It aims to provide sufficient levels of compensation to do this, but
to avoid paying more than is necessary. The compensation will also reflect the Director’s responsibilities.
COMPENSATION
The compensation of the Directors in 2021 was as follows (all amounts in GBP – NIS 4.443: GBP 1, USD 1.376: GBP 1):
Christopher Stibbs
Ofer Druker
Yaniv Carmi
Sagi Niri
Neil Jones
Joanna Parnell
Rebekah Brooks
Norman Johnston
Lisa Klinger*
315,222
13,538,158
6,525,916
5,189,399
116,325
105,680
90,411
90,714
34,036
*Appointed Non-executive Director 30 April 2021
The Compensation Committee is formally required to meet not less than twice a year and at such other times as necessary.
The Compensation Committee has responsibility for determining, within the agreed terms of reference, the Company’s
policy on the compensation packages of the Company’s Chief Executive Officer, the Chairman of the Board, the executive
and non-executive Directors, the Company Secretary and other senior executives. The Compensation Committee also has
responsibility for: (i) recommending to the Board a compensation policy for Directors and executives and monitoring its
implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual
compensation package of the Chairman of the Board, each executive and non-executive director and the Chief Executive
Officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending
to the Board the total individual compensation package of the Company Secretary and all other senior executives
(including bonuses, incentive payments and share options or other share awards), in each case within the terms of the
Company’s policy and in consultation with the Chairman of the Board and/or the Chief Executive Officer. No Director or
manager may be involved in any discussions as to their own compensation. The Compensation Committee comprises Neil
Jones, Joanna Parnell and Lisa Klinger and is chaired by Neil Jones and operates under written terms of reference.
32
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
COMPENSATION OF EXECUTIVES AND OTHER MANAGERS
The compensation of the Company’s five most highly compensated executives and managers (including two of its
executive directors) in 2021 was as follows (all amounts in GBP):
Ofer Druker
Yaniv Carmi
Sagi Niri
Anthony Flaccavento
Steven Sottile
Base salary
747,146
533,996
291,188
314,618
296,662
Bonus
845,203
684,593
521,439
441,399
314,503
Share-based
11,945,808
5,307,327
4,376,773
649,619
648,249
Total
13,538,158
6,525,916
5,189,399
1,405,635
1,259,414
NEW GRANTS DURING THE PERIOD
During 2021, the Group granted 3,256 thousand share options and 10,034 thousand Restricted Share Units (RSUs) and
Performance Stock Units (PSUs) to its executive officers and employees from outstanding awards under Tremor’s equity
incentive plans.
Director
Ofer Druker
Yaniv Carmi
Sagi Niri
* Ofer Druker exercised 2,424,150 RSU/PSU during 2021
** Yaniv Carmi exercised 1,031,318 RSU/PSU during 2021
*** Sagi Niri exercised 333,900 RSU/PSU during 2021
DIRECTORS’ AND RELATED PARTIES' INTERESTS
As of 10 March 2022:
Number of
RSU/ PSU granted
during 2021
Total number of
RSU/ PSU held as
of 10 March 2022
3,750,000
1,650,000
1,350,000
4,272,180
1,948,038
1,542,500
Ofer Druker
Yaniv Carmi
Sagi Niri
Joanna Parnell
Neil Jones
Christopher Stibbs
Rebekah Brooks
Norman Johnston
Lisa Klinger
Number of
ordinary shares
Number of
ordinary shares
under option and
RSUs and PSUs
Percentage
holding of Total
Voting Rights
Percentage
holding on a fully
diluted basis
2,960,455
1,255,523
403,900
Nil
5,000
Nil
Nil
Nil
Nil
4,272,180
1,948,038
1,542,500
Nil
Nil
Nil
Nil
Nil
Nil
1.92%
0.81%
0.26%
Nil
0.00%
Nil
Nil
Nil
Nil
4.21%
1.87%
1.13%
Nil
0.00%
Nil
Nil
Nil
Nil
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 33
FINANCIAL STATEMENTS
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 (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 income (loss) to
Adjusted EBITDA,” and “Reconciliation of net income (loss) to non-IFRS income (loss),” 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).
34
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Reconciliation of Net Income to Adjusted EBITDA
Net Income
Taxes benefit
Financial expense (income), net
Depreciation and amortization
Stock-based compensation
Other expenses
Restructuring & Acquisition costs
IPO related one-time costs
Adjusted EBITDA
Reconciliation of Revenue to Contribution ex-TAC
Revenues
Cost of revenues (exclusive of depreciation and amortization)
Depreciation and amortization attributable to Cost of Revenues
Gross profit (IFRS)
Depreciation and amortization attributable to Cost of Revenues
Cost of revenues (exclusive of depreciation and amortization)
Performance media cost
2021
$'000
73,223
(948)
2,187
40,259
42,818
–
761
2,938
161,238
2021
$'000
341,945
(71,651)
(16,605)
253,689
16,605
71,651
(39,970)
2020
$'000
2,139
(9,581)
1,417
45,187
14,490
1,700
5,161
–
60,513
2020
$'000
211,920
(59,807)
(19,596)
132,517
19,596
59,807
(27,638)
%
3,323%
166%
%
61%
91%
Contribution ex-TAC (Non-IFRS)
301,975
184,282
64%
Reconciliation of Net Income to Non-IFRS Net Income
Net Income
Acquisition and related items, including amortization of acquired
intangibles and restructuring
Stock-based compensation expense
IPO related one-time costs
Other expenses
Tax effect of Non-IFRS adjustments(1)
Non-IFRS Income
Weighted average shares outstanding—diluted (in millions)(2)
2021
$'000
73,223
27,233
42,818
2,938
(19,435)
126,777
152.7
2020
$'000
2,139
33,776
14,490
–
1,700
(13,800)
38,305
138.7
%
3,323%
231%
Non-IFRS diluted EPS (in USD)
0.83
0.28
201%
(1)
(2)
Non-IFRS income includes the estimated tax impact from the expense items reconciling between net income and non-IFRS income
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 ANNUAL REPORT 2021 35
AUDITORS’ REPORT TO THE SHAREHOLDERS
OF TREMOR INTERNATIONAL LTD.
Somekh Chaikin
17 Ha’arba’a Street, PO Box 609
KPMG Millennium Tower
Tel Aviv 6100601, Israel
+972 3 684 8000
We have audited the accompanying consolidated statements of financial position of Tremor International Ltd. and its
subsidiaries (hereinafter – “the Company”) as of December 31, 2021 and 2020 and the related consolidated statements of
operation and other comprehensive income, statements of changes in equity and statements of cash flows, for each of the
three years in the period ended December 31, 2021. These financial statements are the responsibility of the Company’s
Board of Director and of its Management. Our responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards in Israel, including standards prescribed
by the Auditors Regulations (Manner of Auditor’s Performance) – 1973. Such standards require that we plan and perform the
audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating
the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of the Company and its subsidiaries as of December 31, 2021 and 2020 and their results of
operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2021, in
accordance with International Financial Reporting Standards (IFRS).
Somekh Chaikin
Member Firm of KPMG International
February 24, 2022
36
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
as at 31 December 2021
Assets
Assets:
Cash and cash equivalents
Trade receivables, net
Other receivables
Current tax assets
Total Current Assets
Fixed assets, net
Right-of-use assets
Intangible assets, net
Deferred tax assets
Other long term assets
Total non-current assets
Total assets
Liabilities and shareholders’ equity
Liabilities:
Current maturities of lease liabilities
Trade payables
Other payables
Current tax liabilities
Total current liabilities
Employee benefits
Long-term lease liabilities
Deferred tax liabilities
Other long-term liabilities
Total non-current liabilities
Total liabilities
Shareholders’ equity:
Share capital
Share premium
Other comprehensive income
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
Date of approval of the financial statements: February 24, 2022
*See Note 2f
Note
2021
$'000
2020
$'000
10
8
8
5
6
7
4
6
9
9
6
4
20(c)
15
367,717
165,063
18,236
981
97,463
153,544
17,615
2,029
551,997
270,651
3,464
13,955
208,220
24,431
672
3,292
18,657
224,500
*16,073
1,834
250,742
264,356
802,739
535,007
7,119
161,812
42,900
8,836
9,047
125,863
47,122
3,162
220,667
185,194
426
7,876
1,395
–
9,697
495
12,162
*319
7,824
20,800
230,364
205,994
442
437,476
698
133,759
380
264,831
3,330
60,472
572,375
329,013
802,739
535,007
The accompanying notes are an integral part of these consolidated financial statements.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 37
CONSOLIDATED STATEMENTS OF OPERATION
AND OTHER COMPREHENSIVE INCOME
as at 31 December 2021
Note
2021
$'000
2020
$'000
2019
$'000
Revenues
Cost of Revenues
(Exclusive of depreciation and amortization shown separately below)
Research and development expenses
Selling and marketing expenses
General and administrative expenses
Depreciation and amortization
Other expenses (income), net
Total operating costs
Operating Profit (Loss)
Financing income
Financing expenses
Financing expenses, net
Profit (Loss) before taxes on income
Tax benefit
Profit for the year
Other comprehensive income (loss) items:
Foreign currency translation differences for foreign operation
Total other comprehensive income for the year
Total comprehensive income for the year
Earnings per share
Basic earnings per share (in USD)
Diluted earnings per share (in USD)
11
12
13
14
4
341,945
211,920
325,760
71,651
18,422
74,611
63,499
40,259
(959)
59,807
13,260
68,765
29,678
45,187
1,248
187,246
16,168
52,351
34,433
32,359
(700)
195,832
158,138
134,611
74,462
(6,025)
(483)
2,670
2,187
72,275
948
73,223
(2,632)
(2,632)
70,591
(445)
1,862
1,417
(7,442)
9,581
2,139
2,836
2,836
4,975
0.02
0.02
16
16
0.51
0.48
3,903
(773)
1,088
315
3,588
2,636
6,224
139
139
6,363
0.06
0.05
The accompanying notes are an integral part of these consolidated financial statements.
38
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
as at 31 December 2021
Balance as of January 1, 2019
Total Comprehensive income for the year
Profit for the year
Other comprehensive Income:
Foreign currency translation
Total comprehensive income for the year
Transactions with owners, recognized directly in equity
Revaluation of liability for put option on non-controlling interests
Issuance of shares (net of issuance cost)
Own shares acquired
Share based compensation
Exercise of share options
Share
capital
$'000
Share
premium
$'000
Other
com-
prehensive
income
$'000
Retained
Earnings
$'000
Total
$'000
198
72,663
355
51,053
124,269
–
–
–
–
184
(41)
–
10
–
–
–
–
6,224
6,224
139
139
–
6,224
139
6,363
–
175,166
(24,696)
16,042
1,814
–
–
–
–
–
1,501
–
–
–
–
1,501
175,350
(24,737)
16,042
1,824
Balance as of December 31, 2019
351
240,989
494
58,778
300,612
Total Comprehensive income for the year
Profit for the year
Other comprehensive Income:
Foreign currency translation
Total comprehensive income for the year
Transactions with owners, recognized directly in equity
Issuance of shares in a Business Combination
Revaluation of liability for put option on non-controlling interests
Own shares acquired
Share based compensation
Exercise of share options
–
–
–
25
–
(15)
–
19
–
–
–
14,092
–
(9,950)
18,770
930
–
2,139
2,139
2,836
2,836
–
2,139
2,836
4,975
–
–
–
–
–
–
(445)
–
–
–
14,117
(445)
(9,965)
18,770
949
Balance as of December 31, 2020
380
264,831
3,330
60,472
329,013
Total Comprehensive Income for the year
Profit for the year
Other comprehensive loss:
Foreign Currency Translation
Total comprehensive Income for the year
Transactions with owners, recognized directly in equity
Revaluation of liability for put option on non-controlling interests
Own shares acquired
Share based compensation
Exercise of share options
Issuance of shares
Issuance of Restricted shares
–
–
–
–
(3)
–
17
47
1
–
–
–
–
(6,640)
41,822
1,353
136,111
(1)
–
73,223
73,223
(2,632)
–
(2,632)
73,223
(2,632)
70,591
–
–
–
–
–
–
64
–
–
–
–
–
64
(6,643)
41,822
1,370
136,158
–
Balance as of December 31, 2021
442
437,476
698
133,759
572,375
The accompanying notes are an integral part of these consolidated financial statements.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 39
CONSOLIDATED STATEMENTS OF CASH FLOWS
as at 31 December 2021
Cash flows from operating activities:
Profit for the year
Adjustments for:
Depreciation and amortization
Net financing expense (income)
Loss on sale of fixed assets
Gain on leases change contracts
Gain on sale of business unit
Share-based compensation and restricted shares
Tax benefit
Change in trade and other receivables
Change in trade and other payables
Change in employee benefits
Income taxes received
Income taxes paid
Interest received
Interest paid
2021
$'000
2020
$'000
2019
$'000
73,223
2,139
6,224
40,259
2,023
–
(377)
(982)
42,818
(948)
(11,676)
26,845
(69)
2,231
(3,185)
496
(570)
45,187
1,310
3
(2,103)
(503)
14,490
(9,581)
(39,351)
25,882
(23)
1,168
(2,855)
517
(1,117)
32,359
(19)
11
(2,705)
(700)
15,809
(2,636)
36,466
(34,203)
(290)
3,184
(8,089)
604
(942)
Net cash provided by operating activities
170,088
35,163
45,073
Cash flows from investing activities
Change in pledged deposits
Leases Receipt
Repayment of long-term loans
Acquisition of fixed assets
Acquisition and capitalization of intangible assets
Proceeds from sale of intangible assets
Proceeds from sale of business unit
Increase in bank deposit, net
Acquisition of subsidiaries, net of cash acquired
Net cash provided by (used in) investing activities
Cash flows from financing activities
Repayment of loans
Acquisition of own shares
Proceeds from exercise of share options
Leases repayment
Issuance of shares, net of issuance cost
Payment of financial liability
(11)
2,454
–
(3,378)
(4,966)
–
415
–
(11,001)
(16,487)
–
(6,643)
1,370
(10,009)
134,558
(2,414)
229
2,885
817
(594)
(4,858)
–
232
–
6,208
4,919
–
(9,965)
949
(13,351)
–
–
841
1,669
–
(1,063)
(5,672)
6
–
(57)
23,714
19,438
(17,273)
(24,737)
1,824
(12,607)
–
–
Net cash provided by (used in) financing activities
116,862
(22,367)
(52,793)
Net increase in cash and cash equivalents
Cash and cash equivalents as of the beginning of year
Effect of exchange rate fluctuations on cash and cash equivalents
Cash and cash equivalents as of the end of year
270,463
97,463
(209)
367,717
17,715
79,047
701
97,463
11,718
67,073
256
79,047
The accompanying notes are an integral part of these consolidated financial statements.
40
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021
1. GENERAL
Reporting entity:
a.
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),
provides 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.
c. The global spread of COVID-19, which was declared a global pandemic by the World Health Organization in March
2020, has created significant volatility, global macro-economic uncertainty, and disruption in the business and financial
markets. The COVID-19 pandemic and efforts to control its spread have curtailed the movement of people, goods, and
services worldwide, including in the regions in which we and our customers and partners operate, and are impacting
economic activity and financial markets. The spread of the COVID-19 pandemic has resulted in, regional quarantines, labor
shortages or stoppages, changes in consumer purchasing patterns, and overall economic instability.
The Company has introduced a number of measures to mitigate the impact of COVID-and continues to monitor and assess
the impact of the COVID pandemic on its operation, its customers and potential customers.
Material events in the reporting period:
d.
1. On March 25, 2021, the Company paid USD 1,294 thousand to ADI founders for its exercised part of the call option, a
lower amount than was originally scheduled. D.A. Consortium, Inc., a minority shareholder of ADI, exercised, effective
March 5, 2021, its put option pursuant to the Shareholders Agreement dated July 17, 2016, as amended November 20, 2020,
to sell to Taptica Japan GK, a wholly owned subsidiary, its entire shareholding in ADI, reflecting 2,120 Shares of ADI, for a
purchase price equal to seven times the actual net profit of ADI for the last fiscal year, reflecting USD 1,120 thousand which
was paid on April 2021. Following the closing of the put option exercise, the Company owns through its subsidiary 100% of
the share capital of ADI.
2. 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 USD 19.00 per ADS, for aggregate proceeds of USD 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 USD 19.00 per ADS, which the underwriters subsequently exercised in full on
July 15, 2021, for total additional consideration of USD 19.3 million in gross proceeds to the Company before deducting
underwriting discounts and commissions.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
1. GENERAL continued
3. 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, 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 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 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
USD 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 USD 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 USD 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 USD 2.9 million special bonus for
the Company executives and employees, as approved and allocated by the Company’s Board of Directors (out of an
aggregate USD 5 million that was initially approved).
On April 22, 2021, the Company’s shareholders 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).
4. On October 18, 2021, the Company completed the acquisition of SpearAd (the “SpearAd”) (See Note 20).
SpearAd’s ad server technology will be integrated into Tremor’s Unruly SSP, enabling CTV header bidding, channel
inventory and ad pod management – complementing the Company’s existing robust end-to-end technology stack, which
also includes the Tremor Video DSP.
e. Definitions:
In these financial statements –
The Company – Tremor International Ltd.
The Group
Subsidiaries
– Tremor International Ltd. and its subsidiaries.
– Companies, the financial statements of which are fully consolidated, directly, or indirectly, with the
Related party
– As defined by IAS 24, “Related Party Disclosures”.
financial statements of the Company such as Unruly Group LLC, Unruly Holding Ltd, Tremor Video Inc.
42
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
2. BASIS OF PREPARATION
a. Statement of compliance:
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (“IASB”).
The consolidated financial statements were authorized for issue by the Company’s Board of Directors on February 24, 2022.
b. Functional and presentation currency:
These consolidated financial statements are presented in US Dollars (USD), which is the Company’s functional currency,
and have been rounded to the nearest thousand, except when otherwise indicated. The USD is the currency that
represents the principal economic environment in which the Company operates.
c. Basis of measurement:
The consolidated financial statements have been prepared on a historical cost basis except for the following assets and
liabilities:
• Deferred and current tax assets and liabilities
• Put option to non-controlling interests
• Provisions
• Derivatives
For further information regarding the measurement of these assets and liabilities see Note 3 regarding significant
accounting policies.
d. Use of estimates and judgments:
The preparation of financial statements in conformity with IFRS requires management of the Group 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 Group’s financial statements requires management
of the Group to make assumptions regarding circumstances and events that involve considerable uncertainty.
Management of the Group 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.
Information about assumptions made by the Group with respect to the future and other reasons for uncertainty with
respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and
liabilities in the next financial year are included in Note 6, on leases, with respect to determining the lease term and
determining the discount rate of a lease liability, in Note 7, on intangible assets, with respect to the accounting of software
development capitalization, in Note 4, on Income Tax, with respect to uncertain tax position and Note 20, on subsidiaries,
with respect to business combinations.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
2. BASIS OF PREPARATION continued
e. Determination of fair value:
Preparation of the financial statements requires the Group to determine the fair value of certain assets and liabilities. When
determining the fair value of an asset or liability, the Group uses observable market data as much as possible. There are
three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as
follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
• Level 3: inputs that are not based on observable market data (unobservable inputs).
Further information about the assumptions that were used to determine fair value is included in the following notes:
• Note 17, on share-based compensation;
• Note 18, on financial instruments; and
• Note 20, on subsidiaries (regarding business combinations).
f. Correction of immaterial error
The Group corrected an immaterial error as of December 31, 2020 by presenting deferred tax liabilities net from deferred
tax assets.
The change did not have any effect on the profit for the year ended December 31, 2020.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently for all periods presented in these consolidated
financial statements and have been applied consistently by Group entities.
a. Basis of consolidation:
1. Business combinations:
The Group implements the acquisition method to all business combinations. The acquisition date is the date on which the
acquirer obtains control over the acquiree. Control exists when the Group is exposed, or has rights, to variable returns from
its involvement with the acquiree and it has the ability to affect those returns through its power over the acquiree.
Substantive rights held by the Group and others are taken into account when assessing control.
The Group recognizes goodwill on acquisition according to the fair value of the consideration transferred less the net
amount of the identifiable assets acquired and the liabilities assumed.
The consideration transferred includes the fair value of the assets transferred to the previous owners of the acquiree, the
liabilities incurred by the acquirer to the previous owners of the acquiree and equity instruments that were issued by the
Group. In addition, the consideration transferred includes the fair value of any contingent consideration. After the
acquisition date, the Group recognizes changes in the fair value of contingent consideration classified as a financial liability
in profit or loss.
If share-based compensation awards (replacement awards) are required to be exchanged for awards held by the acquiree’s
employees (acquiree’s awards) and relate to past services, then all or a portion of the amount of the acquirer’s replacement
awards is included in measuring the consideration transferred in the business combination. This determination is based on
the market-based value of the replacement awards compared with the market-based value of the acquiree’s awards and
the extent to
which the replacement awards relate to past and/or future service. The unvested portion of the replacement award that is
attributed to post-acquisition services is recognized as a compensation cost following the business combination.
Costs associated with the acquisitions that were incurred by the acquirer in the business combination such as: finder’s fees,
advisory, legal, valuation and other professional or consulting fees are expensed in the period the services are received.
44
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
2. Subsidiaries:
Subsidiaries are entities controlled by the Group. The financial statements of the subsidiaries are included in the
consolidated financial statements from the date that control commenced, until the date that control is lost.
3. Transactions eliminated on consolidation:
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are
eliminated in preparing the consolidated financial statements.
Issuance of put option to non-controlling interests:
4.
A put option issued by the Company to non-controlling interests that is settled in cash is recognized as a liability at the
present value of the exercise price under the anticipated acquisition method. In subsequent periods, the Group elected to
account for the changes in the value of the liability in respect of put options in Equity.
Accordingly, the Group’s share of a subsidiary’s profits includes the share of the non-controlling interests to which the
Group issued a put option.
b. Foreign currency:
1. Foreign currency transactions:
Transactions in foreign currencies are translated to the respective functional currencies of the Group at exchange rates at
the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are
translated into the functional currency at the exchange rate on that date. The foreign currency gain or loss on monetary
items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective
interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate as of the
end of the year.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to
the functional currency at the exchange rate on the date that the fair value was determined. Non-monetary items that are
measured in terms of historical cost in a foreign currency are translated using the exchange rate on the date of the
transaction.
2. Foreign operations:
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are
translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to
USD at exchange rates at the dates of the transactions.
Foreign currency differences are recognized in other comprehensive income and are presented in equity.
c. Financial instruments:
1. Non-derivative financial assets
Initial recognition and measurement of financial assets
The Group initially recognizes trade receivables and debt instruments issued on the date that they are created. All other
financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions
of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to
the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially
measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying
amount of the contract assets on the date classification was changed from contract asset to receivables.
Derecognition of financial assets
Financial assets are derecognized when the contractual rights of the Group to the cash flows from the asset expire, or the
Group transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially
all the risks and rewards of ownership of the financial asset are transferred. When the Group retains substantially all of the
risks and rewards of ownership of the financial asset, it continues to recognize the financial asset.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
3. SIGNIFICANT ACCOUNTING POLICIES continued
Classification of financial assets into categories and the accounting treatment of each category
Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair
value through other comprehensive income – investments in debt instruments; fair value through other comprehensive
income – investments in equity instruments; or fair value through profit or loss.
Financial assets are not reclassified in subsequent periods unless, and only if, the Group changes its business model for the
management of financial debt assets, in which case the affected financial debt assets are reclassified at the beginning of
the period following the change in the business model.
The Group has balances of trade and other receivables and deposits that are held within a business model whose objective
is collecting contractual cash flows. The contractual cash flows of these financial assets represent solely payments of
principal and interest that reflects consideration for the time value of money and the credit risk. Accordingly, these financial
assets are measured at amortized cost.
Subsequent measurement and gains and losses
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is
reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit
or loss. Any gain or loss on derecognition is recognized in profit or loss.
2. Non-derivative financial liabilities
Non-derivative financial liabilities include trade and other payables.
Initial recognition of financial liabilities
The Group initially recognizes debt securities issued on the date that they originated. All other financial liabilities are
recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
Subsequent measurement of financial liabilities
Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less
any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at
amortized cost using the effective interest method. Financial liabilities are designated at fair value through profit or loss if
the Group manages such liabilities and their performance is assessed based on their fair value in accordance with the
Group’s documented risk management strategy, providing that the designation is intended to prevent an accounting
mismatch, or the liability is a combined instrument including an embedded derivative.
Transaction costs directly attributable to an expected issuance of an instrument that will be classified as a financial liability
are recognized as an asset in the framework of deferred expenses in the statement of financial position. These transaction
costs are deducted from the financial liability upon its initial recognition or are amortized as financing expenses in the
statement of income when the issuance is no longer expected to occur.
Derecognition of financial liabilities
Financial liabilities are derecognized when the obligation of the Group, as specified in the agreement, expires or when it is
discharged or cancelled.
Offset of financial instruments
Financial assets and liabilities are offset, and the net amount presented in the statement of financial position when, and only
when, the Group currently has a legal right to offset the amounts and intends either to settle on a net basis or to realize the
asset and settle the liability simultaneously.
3. Derivative financial instruments:
Economic hedges
Hedge accounting is not applied to derivative instruments that economically hedge financial assets and liabilities
denominated in foreign currencies. Changes in the fair value of such derivatives are recognized in profit or loss under
financing income or expenses.
46
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
4. Share capital:
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share
options are recognized as a deduction from equity, net of any tax effects.
Incremental costs directly attributable to an expected issuance of an instrument that will be classified as an equity
instrument are recognized as an asset in deferred expenses in the statement of financial position. The costs are deducted
from equity upon the initial recognition of the equity instruments or are amortized as financing expenses in the statement
of income when the issuance is no longer expected to take place.
Treasury shares
When share capital recognized as equity is repurchased by the Group, the amount of the consideration paid, which
includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are
classified as a deduction in Share Premium. When treasury shares are sold or reissued subsequently, the amount received
is recognized as an increase in equity, and the resulting surplus on the transaction is carried to share premium, whereas a
deficit on the transaction is deducted from retained earnings.
d. Fixed Assets:
Fixed assets are measured at cost less accumulated depreciation. The cost of fixed assets includes expenditure that is
directly attributable to the acquisition of the asset. Depreciation is provided on all property and equipment at rates
calculated to write each asset down to its residual value (assumed to be nil), using the straight-line method, over its
expected useful life as follows:
Computers and servers
Office furniture and equipment
Leasehold improvements
3
3-17
The shorter of the lease term and the useful life
Years
An asset is depreciated from the date it is ready for use, meaning the date it reaches the location and condition required for
it to operate in the manner intended by management.
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if
appropriate.
e.
Intangible assets:
1. Software development:
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and
understanding, is recognized in profit or loss when incurred.
Development activities involve a plan or design for the production of new or substantially improved products and
processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or
process is technically and commercially feasible, future economic benefits are probable, and the Group has the intention
and sufficient resources to complete development and to use or sell the asset. The expenditure capitalized in respect of
development activities includes the cost of materials, direct labor and overhead costs that are directly attributable to
preparing the asset for its intended use, and capitalized borrowing costs. Other development expenditure is recognized in
profit or loss as incurred.
In subsequent periods, capitalized development expenditure is measured at cost less accumulated amortization and
accumulated impairment losses.
Where these criteria are not met, development costs are charged to the statement of operation and other comprehensive
income as incurred.
The estimated useful lives of developed software are three years.
Amortization methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
3. SIGNIFICANT ACCOUNTING POLICIES continued
2. Acquired software:
Acquired software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific
software licenses. These costs are amortized over their estimated useful lives (3 years) using the straight-line method.
Costs associated with maintaining software programs are recognized as an expense as incurred.
3. Goodwill:
Goodwill that arises upon the acquisition of subsidiaries is presented as part of intangible assets. For information on
measurement of goodwill at initial recognition, see Note 3a(1).
In subsequent periods goodwill is measured at cost less accumulated impairment losses. The Group has identified its
entire operation as a single cash generating unit (CGU). According to management assessment and quoted price of the
shares as of December 31, 2021, no impairment in respect to goodwill has been recorded.
4. Other intangible assets:
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less
accumulated amortization and accumulated impairment losses.
5. Amortization:
Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable
amount is the cost of the asset less its accumulated residual value.
Internally generated intangible assets, such as software development costs, are not systematically amortized as long as
they are not available for use, i.e., they are not yet on site or in working condition for their intended use. Goodwill is not
systematically amortized as well but is tested for impairment at least once a year.
The Group examines the amortization methods, useful life and accumulated residual values of its intangible assets at least
once a year (usually at the end of each reporting period) in order to determine whether events and circumstances continue
to support the decision that the intangible asset has an indefinite useful life.
Amortization is recognized in the statements of other comprehensive income on a straight-line basis over the estimated
useful lives of the intangible assets from the date they are available for use, since this method most closely reflects the
expected pattern of consumption of the future economic benefits embodied in each asset, such as development costs, are
tested for impairment at least once a year until such date as they are available for use.
The estimated useful lives for the current and comparative periods are as follows:
Trademarks
Software (developed and acquired)
Customer relationships
Technology
Others
Years
1.75 – 5
3
3 – 5.75
1 – 5.25
1 – 1.5
Amortization methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if
appropriate.
During 2020, the Company changed the expected useful life of intangible asset items. For further information see Note 7
regarding the basis of preparation of the financial statements.
48
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Impairment:
f.
Non-derivative financial assets
Financial assets, contract assets and lease receivables
The Group recognizes a provision for expected credit losses in respect of:
– Financial assets at amortized cost;
– Lease receivables.
The Group has elected to measure the provision for expected credit losses in respect of financial assets and lease
receivables at an amount equal to the full lifetime credit losses of the instrument.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition, and when
estimating expected credit losses, the Group considers reasonable and supportable information that is relevant and
available. Such information includes quantitative and qualitative information, and an analysis, based on the Group’s past
experience and informed credit assessment, and it includes forward looking information.
Measurement of expected credit losses
Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of the difference between the cash flows due to the Group in accordance with the contract and the cash flows that
the Group expects to receive.
With respect to other debt assets, the Group measures the provision for expected credit losses at an amount equal to the
full lifetime expected credit losses, other than the provisions hereunder that are measured at an amount equal to the
12-month expected credit losses:
– Debt instruments that are determined to have low credit risk at the reporting date; and
– Other debt instruments and deposits, for which credit risk has not increased significantly since initial recognition.
Presentation of provision for expected credit losses in the statement of financial position
Provisions for expected credit losses of financial assets measured at amortized cost and are deducted from the gross
carrying amount of the financial assets.
Write-off
The gross carrying amount of a financial asset is written off when the Group does not have reasonable expectations of
recovering a financial asset at its entirety or a portion thereof. This is usually the case when the Group determines that the
debtor does not have assets or sources of income that may generate sufficient cash flows for paying the amounts being
written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply
with the Group’s procedures for recovery of amounts due. Write-off constitutes a de-recognition event.
Impairment of non-financial assets:
g.
Non-financial assets that are subject to amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount
by which an asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash flows (cash-generating units).
Non-financial assets that were subject to impairment are reviewed for possible reversal of the impairment recognized in
respect thereof at each financial reporting date.
h. Restricted Cash and Deposit:
The Company classifies certain restricted cash and deposit balances within other current assets on the consolidated
statement of financial position based upon the term of the remaining restrictions. On December 31, 2021, and 2020 the
Company had restricted cash and deposit of USD 2,061 thousand and USD 49 thousand, respectively.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
3. SIGNIFICANT ACCOUNTING POLICIES continued
i. Share Based Compensation:
Compensation expense related to stock options, restricted stock units and performance stock units. The Company’s
employee stock purchase plan is measured and recognized in the consolidated financial statements based on the fair
value of the awards granted. The fair value of each option award is estimated on the grant date using the Black-Scholes
option-pricing model. Stock-based compensation expense related to stock options and restricted stock is recognized over
the requisite service periods of the awards.
Determining the fair value of stock options awards requires judgment. The Company’s use of the Black-Scholes option
pricing model requires the input of subjective assumptions. The assumptions used in the Company’s option-pricing model
represent management’s best estimates. These estimates involve inherent uncertainties and the application of
management’s judgment.
These assumptions and estimates are as follows:
Risk-Free Interest Rate. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities
approximating the expected term of the awards.
Expected Term. The expected term of an award is calculated based on the vesting date and the expiration date of the
award.
Volatility. The Company determined the price volatility based on daily price observations over a period equivalent to the
expected term of the award.
Dividend Yield. The dividend yield assumption is based on the Company’s history and current expectations of dividend
payouts.
Fair Value of Common Stock. The fair value of common stock is based on the closing price of the Company’s common
stock on the grant date
j. Employee benefits:
1. Post-employment benefits:
The Group’s main post-employment benefit plan is under section 14 to the Severance Pay Law (“Section 14”), which is
accounted for as a defined contribution plan. In addition, for certain employees, the Group has an additional immaterial
plan that is accounted for as a defined benefit plan. These plans are usually financed by deposits with insurance companies
or with funds managed by a trustee.
a. Defined contribution plans:
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a
separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined
contribution pension plans are recognized as an expense in the statement of comprehensive income in the periods during
which related services are rendered by employees.
According to Section 14, the payment of monthly deposits by a Company into recognized severance and pension funds or
insurance policies releases it from any additional severance obligation to the employees that have entered into agreements
with the Company pursuant to such Section 14. The Company has entered into agreements with a majority of its
employees in order to implement Section 14 and as such, no additional liability with respect to such employees exist.
b. Defined benefit plans:
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation
in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit
that employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine its present value, and the fair value of any plan assets is deducted. The Group determines the net interest
expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure
the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset).
50
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
2. Short-term benefits:
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service
is provided or upon the actual absence of the employee when the benefit is not accumulated (such as maternity leave).
A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the
Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits
depending on when the Group expects the benefits to be wholly settled.
k. Revenue recognition:
The Company recognizes revenue through the following five-step model:
Identifying the contract with customer.
Identifying distinct performance obligations in the contract.
1.
2.
3. Determining the transaction price.
4. Allocating the transaction price to distinct performance obligations.
5. Recognizing revenue when the performance obligations are satisfied.
The Company generates revenue from transactions where it provides access to a platform for the purchase and sale of
digital advertising inventory.
Its customers are both ad buyers, including brands and agencies, and digital publishers.
The Company generates revenue through platform fees that are tailored to fit the customer’s specific utilization of its
solutions and include: (i) a percentage of spend, (ii) flat fees and (iii) fixed costs per mile (“CPM”). CPM refers to a payment
option in which customers pay a price for every 1,000 impressions an advertisement receives.
The Company maintains agreements with each publisher and buyer in the form of written service agreements, which set
out the terms of the relationship, including payment terms and access to the Company’s platform.
Publishers provide digital advertising inventory to the Company’s platform in the form of advertising requests, or ad
request. When the Company receives ad requests from a publisher, it send bid requests to buyers, which enable buyers to
bid on sellers’ digital advertising inventory according to a predefined set of parameters (e.g., demographics, intent, location,
etc.). Winning bids create advertising, or paid impressions, for the publisher to present to the buyers.
The Company generates revenue from its Programmatic and Performance activities. Programmatic revenue is derived from
the end-to-end platform of programmatic advertising, which uses software and algorithms to match buyers and sellers of
digital advertising in a technology-driven marketplace. Performance revenue is derived from non-core activities, consisting
of mobile-based activities that help brands reach their users.
Till the acquisitions of RhythmOne and its integration into the Company and the acquisition of Unruly in the beginning of
2020 (i.e. for the year ended December 31, 2019), the Company determined that it operated as a principal with respect to its
Programmatic activity and therefore presented revenue on a gross basis mainly as: (i) the Company operated predominantly
through a DSP platform prior to the acquisition and full integration of RhythmOne, (ii) the Company was highly involved in
execution of the process, which required certain manual operations by Company employees and (iii) the Company
determined that it had an implicit obligation to provide credits and inducements to customers to encourage use of the
platform. That is, the Company determined, on this basis, that it had an implicit obligation to provide advertising space to
customers, even though the contractual terms and conditions (including its Master Service Agreements (MSA) and
Insertion Order (I/O)) do not explicitly state that the Company is obliged to deliver customers an applicable advertising
space or to provide inducements to the customer. Consequently, the Company concluded that it was the primarily
responsible for fulfillment of the contract.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
3. SIGNIFICANT ACCOUNTING POLICIES continued
Following the full integration with RhythmOne and the acquisition of Unruly in 2020, the Company positions itself as a
stronger digital advertising platform in the marketplace with an integrated, end-to-end platform connecting the DSP and
SSP sides of the business in a unified platform. As a result, the Company has changed its Programmatic business, tech
stack, features, business models and activity as follow: (i) The Company implemented a material change in its tech stack
and operations, offering new services and features that increased automation across the platform, significantly decreasing
the need for Company employees to manually operate the platform; and (ii) The Company decreased significantly the level
of credits and inducements offered to its customers.
The Company further concluded that as a result of such change in its Programmatic activity (i) it does not have manual
control over the process, (ii) the Company is not primarily responsible for fulfillment, (iii) the Company has no inventory risk
and (iv) the Company obtains only momentary a title to the advertising space offered via the end-to-end platform.
The Performance activity has not changed, and the Company is still the primary obligor to provide the services and, as
such, revenue is presented on a gross basis for the Performance activity. Management is focused on driving growth with
the Programmatic activity through the end-to-end platform, while the Performance activity is declining over time.
The Company estimates and records reduction to revenue for volume discounts based on expected volume during the
incentive term.
The Company generally invoices buyers at the end of each month for the full purchase price of ad impressions monetized
in that month. Accounts receivables are recorded at the amount of gross billings for the amount it is responsible to collect
and accounts payable are recorded at the net amount payable to publishers. Accordingly, both accounts receivable and
accounts payable appear large in relation to revenue reported on a net basis.
l. Classification of expenses
Cost of revenue
Cost of revenue includes expenses related to third-party hosting fees and the cost of data purchased from third parties,
traffic acquisition costs, data and hosting that are directly attributable to revenue generated by the Company (see Note 12).
Research and development
Research and development expenses consist primarily of compensation and related costs for personnel responsible for
the research and development of new and existing products and services. Where required, development expenditures are
capitalized in accordance with the Company’s standard internal capitalized development policy in accordance with IAS 38
(also see Note 3e(1)). All research costs are expensed when incurred.
Selling and marketing
Selling and marketing expenses consist primarily of compensation and related costs for personnel engaged in customer
service, sales, and sales support functions, as well as advertising and promotional expenditures.
General and administrative
General and administrative expenses consist primarily of compensation and related costs for personnel, and include costs
related to the Company’s facilities, finance, human resources, information technology, legal organizations and fees for
professional services. Professional services are principally comprised of outside legal, and information technology
consulting and outsourcing services that are not directly related to other operational expenses.
m. Financing income and expenses:
Financing income mainly comprises foreign currency gains and interest income.
Financing expenses comprises of exchange rate differences, interest and bank fees, interest on loans and other expenses.
Foreign currency gains and losses on financial assets and financial liabilities are reported on a net basis as either financing
income or financing expenses depending on whether foreign currency movements are in a net gain or net loss position.
Income tax expense:
n.
Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in the statement of
comprehensive income except to the extent that they relate to a business combination.
52
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
Current taxes
Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date.
Deferred taxes
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognized for the following temporary differences:
• The initial recognition of goodwill; and
• Differences relating to investments in subsidiaries to the extent it is probable that they will not reverse in the foreseeable
future, either by way of selling the investment or by way of distributing taxable dividends in respect of the investment.
The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects,
at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is
measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws
that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognized for tax benefits and deductible temporary differences, to the extent that it is probable
that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Offset of deferred tax assets and liabilities
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,
and they relate to income taxes levied by the same tax authority.
Uncertain tax positions
A provision for uncertain tax positions, including additional tax and interest expenses, is recognized when it is more
probable than not that the Group will have to use its economic resources to pay the obligation.
o. Leases:
Determining whether an arrangement contains a lease
On the inception date of the lease, the Group determines whether the arrangement is a lease or contains a lease, while
examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Group assesses
whether it has the following two rights throughout the lease term:
a. The right to obtain substantially all the economic benefits from use of the identified asset; and
b. The right to direct the identified asset’s use.
For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease
component, the Group elected to account for the contract as a single lease component without separating the
components.
Leased assets and lease liabilities
Contracts that award the Group control over the use of a leased asset for a period of time in exchange for consideration,
are accounted for as leases. Upon initial recognition, the Group recognizes a liability at the present value of the balance of
future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a
right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments or
provision for impairment, plus initial direct costs incurred in respect of the lease.
Since the interest rate implicit in the Group’s leases is not readily determinable, the incremental borrowing rate of the
lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model and
depreciated over the shorter of the lease term or useful life of the asset.
The lease term
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is
reasonably certain that the lessee will or will not exercise the option, respectively.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
3. SIGNIFICANT ACCOUNTING POLICIES continued
Variable lease payments
Variable lease payments that depend on an index or a rate, are initially measured using the index or rate existing at the
commencement of the lease and are included in the measurement of the lease liability. When the cash flows of future
lease payments change as the result of a change in an index or a rate, the balance of the liability is adjusted against the
right-of-use asset.
Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss
Other variable lease payments that are not included in the measurement of the lease liability are recognized in profit or loss
in the period in which the event or condition that triggers payment occurs.
Depreciation of right-of-use asset
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and
accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a
straight-line basis over the useful life or contractual lease period, whichever earlier, as follows:
Buildings
Data centers
Years
1 – 8
1 – 3
Reassessment of lease liability
Upon the occurrence of a significant event or a significant change in circumstances that is under the control of the Group
and had an effect on the decision whether it is reasonably certain that the Group will exercise an option, which was not
included before in the lease term, or will not exercise an option, which was previously included in the lease term, the Group
re-measures the lease liability according to the revised leased payments using a new discount rate. The change in the
carrying amount of the liability is recognized against the right-of-use asset, or recognized in profit or loss if the carrying
amount of the right-of-use asset was reduced to zero.
Lease modifications
When a lease modification increases the scope of the lease by adding a right to use one or more underlying assets, and
the consideration for the lease increased by an amount commensurate with the stand-alone price for the increase in scope
and any appropriate adjustments to that stand-alone price to reflect the contract’s circumstances, the Group accounts for
the modification as a separate lease.
In all other cases, on the initial date of the lease modification, the Group allocates the consideration in the modified contract
to the contract components, determines the revised lease term and measures the lease liability by discounting the revised
lease payments using a revised discount rate.
For lease modifications that decrease the scope of the lease, the Group recognizes a decrease in the carrying amount of
the right-of-use asset in order to reflect the partial or full cancellation of the lease, and recognizes in profit or loss a profit (or
loss) that equals the difference between the decrease in the right-of-use asset and re-measurement of the lease liability.
For other lease modifications, the Group re-measures the lease liability against the right-of-use asset.
Subleases
In leases where the Group subleases the underlying asset, the Group examines whether the sublease is a finance lease or
operating lease with respect to the right-of-use received from the head lease. The Group examined the subleases existing
on the date of initial application based on the remaining contractual terms at that date.
p. Earnings per share:
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of
ordinary shares outstanding during the year, adjusted for treasury shares. Diluted EPS is determined by adjusting the profit
or loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares
outstanding, after adjustment for treasury shares, for the effects of all dilutive potential ordinary shares, which comprise
restricted stock.
54
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
3. SIGNIFICANT ACCOUNTING POLICIES continued
q. New standards, amendments to standards and interpretations not yet adopted:
Amendment to IFRS 3, Business Combinations
The Amendment adds an exception to the principle for recognizing liabilities in IFRS 3. According to the exception,
contingent liabilities are to be recognized according to the requirements of IAS 37 and IFRIC 21 and not according to the
conceptual framework. The Amendment prevents differences in the timing of recognizing liabilities that could have led to
the recognition of gains and losses immediately after the business combination (day 2 gain or loss). The Amendment also
clarifies that contingent assets are not to be recognized on the date of the business combination. The Amendment is
effective for annual periods beginning on or after January 1, 2022. The Company is examining the effects of the Amendment
on the financial statements with no plans to early adopt.
4: INCOME TAX
a. Details regarding the tax environment of the Israeli company:
1. Corporate tax rate
Taxable income of the Israeli parent is subject to the Israeli corporate tax at the rate of 23% in the years 2021, 2020 and 2019.
2. Benefits under the Law for the Encouragement of Capital Investments
The Investment Law provides tax benefits for Israeli companies meeting certain requirements and criteria. The Investment
Law has undergone certain amendments and reforms in recent years.
The Israeli parliament enacted a reform to the Investment Law, effective January 2011. According to the reform, a flat rate
tax applies to companies eligible for the “Preferred Enterprise” status. In order to be eligible for Preferred Enterprise status,
a company must meet minimum requirements to establish that it contributes to the country’s economic growth and is a
competitive factor for the gross domestic product.
On December 22, 2016, the Knesset plenum passed the Economic Efficiency Law (Legislative Amendments for Achieving
Budget Objectives in the Years 2017 and 2018) – 2016, by which the Encouragement Law was also amended (hereinafter:
“the Amendment”). The Amendment added new tax benefit tracks for a “preferred technological enterprise” and a “special
preferred technological enterprise” that awards reduced tax rates to a technological industrial enterprise for the purpose of
encouraging activity relating to the development of qualifying intangible assets.
Preferred technological income that meets the conditions required in the law, will be subject to a reduced corporate tax
rate of 12%, and if the preferred technological enterprise is located in Development Area A to a tax rate of 7.5%. The
Amendment is effective as from January 1, 2017.
The Amendment also provides that no tax will apply to a dividend distributed out of preferred income to a shareholder that
is an Israeli resident company. A tax rate of 20% shall apply to a dividend distributed out of preferred income and preferred
technological income, to an individual shareholder or foreign resident, subject to double taxation prevention treaties.
On May 16, 2017, the Knesset Finance Committee approved Encouragement of Capital Investment Regulations (Preferred
Technological Income and Capital Gain of Technological Enterprise) – 2017 (hereinafter: “the Regulations”), which provides
rules for applying the “preferred technological enterprise” and “special preferred technological enterprise” tax benefit tracks
including the Nexus formula that provides the mechanism for allocating the technological income eligible for the benefits.
In June 2016, Taptica, a wholly owned subsidiary, appealed for a tax ruling to apply "the preferred enterprise" track, which
was obtained in April 2017 and was applied for the years 2016-2020.
On December 28, 2016, Taptica Social, a wholly owned subsidiary, together with Taptica appealed for a tax ruling for a
restructuring, whereby Taptica Social will be merged with and into Taptica in such a manner that Taptica Social will transfer
to Taptica all its assets and liabilities for no consideration and thereafter will be liquidated. Accordingly, on June 6, 2017, the
merger between the companies was approved by the Israeli Tax Authority and the effective merge date was determined as
December 31, 2016. As a result of the merger, the ruling previously obtained by Taptica regarding the preferred income
required re- validation from the Israeli tax authority. Therefore, Taptica appealed and received on December 2018 re-
validation from the Israeli tax authority for the ruling which determines that Taptica owns an industrial enterprise and
Preferred Technological Enterprise as defined in the Law for the Encouragement of Capital Investments – 1959. In addition,
as a part of the re-validation of the ruling, Taptica also obtained an amendment that includes the acquisition and absorption
of Tremor’s operation in the rulings and apply the Law for the Encouragement of Capital Investments to this purchased
activity as well. The tax rulings which were obtained in December 2018 and were applied for the years 2017-2021.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
4: INCOME TAX continued
On December 3, 2018, the Company together with Taptica submitted a request to the Israeli tax authorities for a tax ruling
regarding to restructuring, whereby Taptica will be merged with and into the Company in such a manner that Taptica will
transfer to the Company all its assets and liabilities for no consideration and thereafter will be liquidated. As of May 8, 2019,
the merger between the companies approved by the Israeli Tax Authority and the effective merge date was determined as
December 31, 2018. Following the approval of the restructuring, the tax ruling regarding Taptica owns an industrial
enterprise and preferred technological enterprise which was obtained in December 2018 was applied on the merged
Company for the years 2017-2021 with relative agreed changes. As of beginning of 2022, the Company approaches the
Israeli Tax Authority, for the renewal of the tax ruling, regarding industrial enterprise and preferred technological enterprise,
for the next five years.
b. Details regarding the tax environment of the non-Israeli companies:
Non-Israeli subsidiaries are taxed according to the tax laws in their countries of residence as reported in their statutory
financial statement prepared under local accounting regulations.
1. US
As of the acquisition date of RhythmOne, RhythmOne had U.S. federal net operating loss carryforwards, or NOLs, of
approximately USD 100.8 million, which will expire starting 2038. As of December 31, 2021, the NOLs are approximately
USD 79.4 million (2020: USD 102 million).
Additionally, for tax years beginning after December 31, 2017, the Tax Cuts and Jobs Act limits the NOL deduction to 80% of
taxable income, repeals carryback of all NOLs arising in a tax year ending after 2017 and permits indefinite carryforward for
all such NOLs. NOL’s arising in a tax year ending on or before 2017 can offset 100% of taxable income, are available for
carryback, and expire 20 years after they arise. It should be noted that the Coronavirus Aid, Relief and Economic Security
(“CARES”) Act suspended the 80% limitation for tax years 2018, 2019 and 2020 and allowed for a 5-year carryback for NOLs
for tax years beginning after December 31, 2017, and before January 1, 2021.
Pursuant to Section 382 of the Internal Revenue Code, RhythmOne underwent ownership changes for tax purposes (i.e., a
change of more than 50% in stock ownership involving 5% shareholders) on April 2, 2019. As a result, the use of the
Company’s total US NOL carryforwards and tax credits generated prior to the ownership change is subject to annual use
limitations under Section 382 and potentially also under section 383 of the Code and comparable state income tax laws.
International
2.
As of the acquisition date of Unruly, Unruly had International NOLs of approximately USD 24 million. As of December 31,
2021, the NOLs are approximately USD 16.6 million (2020: USD 23.2 million).
c. Composition of income tax benefit:
Current tax expense
Current year
Deferred tax (income)
Creation and reversal of temporary differences
Tax benefit
2021
$'000
2020
$'000
2019
$'000
7,220
3,022
4,571
(8,168)
(12,603)
(948)
(9,581)
(7,207)
(2,636)
The following are the domestic and foreign components of the Company’s income taxes (in thousands):
Domestic
US
International
Tax Benefit
2021
$'000
4,995
(961)
(4,982)
(948)
2020
$'000
1,661
(5,646)
(5,596)
(9,581)
2019
$'000
(639)
(416)
(1,581)
(2,636)
56
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
4: INCOME TAX continued
d. Reconciliation between the theoretical tax on the pre-tax profit and the tax expense:
Profit (Loss) before taxes on income
Primary tax rate of the Company
Tax calculated according to the Company’s primary tax rate
Additional tax (tax saving) in respect of:
Non-deductible expenses net of tax exempt income*
Effect of reduced tax rate on preferred income and differences in previous
tax assessments
Utilization of tax losses from prior years for which deferred taxes were not created
Effect on deferred taxes at a rate different from the primary tax rate
Foreign tax rate differential
Tax benefit
Effective income tax rate
* including non- deductible share-based compensation expenses.
2021
$'000
72,275
23%
16,623
2020
$'000
(7,442)
23%
(1,712)
2019
$'000
3,588
23%
825
(6,218)
(2,509)
3,584
(7,226)
(2,030)
(3,329)
1,232
(948)
(1%)
170
(5,887)
(768)
1,125
(9,581)
129%
(1,433)
(5,050)
(873)
311
(2,636)
(73%)
e. Deferred tax assets and liabilities:
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are
presented below:
Intangible Employees
Assets and Compen-
sation
$'000
R&D Expenses
$'000
Carry-
forward
Accrued
Losses Expenses
$'000
$'000
Doubtful
Debt
$'000
Other
$'000
Total
$'000
Balance of deferred tax asset (liability)
as of January 1, 2020
(17,090)
3,684
Business combinations
Changes recognized in profit or Loss
Changes recognized in equity
(4,409)
4,626
(162)
85
1,190
4,280
8,435
2,330
3,380
–
Balance of deferred tax asset (liability)
as of December 31, 2020
(17,035)
9,239
14,145
Business combinations
Changes recognized in profit or Loss
Changes recognized in equity
(1,962)
13,310
100
–
3,861
(1,026)
458
(4,714)
(54)
Balance of deferred tax asset (liability)
2,483
4,908
(2,501)
(81)
250
1,723
–
4,456
–
(3,117)
1,600
168
(1,352)
–
530
3,036
160
(1,046)
12,603
4,278
3,724
1,225
15,754
–
(623)
(2)
–
(549)
–
(1,504)
8,168
618
as of December 31, 2021
(5,587)
12,074
9,835
2,939
3,099
676
23,036
As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could
impact management’s view with regard to future realization of deferred tax assets.
As of December 31, 2021, and 2020, the Company has gross unrecognized tax benefits of approximately USD 4,370 thousand
and USD 4,471 thousand, respectively. The Company classifies liabilities for unrecognized tax benefits in Current tax liabilities.
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
5: FIXED ASSETS, NET
Cost
Balance as of January 1, 2020
Exchange rate differences
Additions
Business combinations
Disposals
Balance as of December 31, 2020
Exchange rate differences
Additions
Business combinations (See Note 20)
Disposals
Balance as of December 31, 2021
Depreciation
Balance as of January 1, 2020
Exchange rate differences
Disposals
Additions
Balance as of December 31, 2020
Exchange rate differences
Disposals
Additions
Balance as of December 31, 2021
Carrying amounts
As of December 31, 2020
As of December 31, 2021
Computers
and
Servers
Office
furniture
and
equipment
$'000
Leasehold
improvements
$'000
5,574
13
1,768
346
(18)
7,683
(2)
2,010
–
(852)
8,839
3,439
35
(16)
1,523
4,981
(1)
(852)
1,570
5,698
2,702
3,141
724
14
15
411
(32)
1,132
10
44
1
(742)
445
380
2
(31)
472
823
24
(742)
164
269
309
176
1,735
4
77
73
(19)
1,870
3
58
–
(1,161)
770
1,082
18
(19)
508
1,589
(2)
(1,161)
197
623
281
147
Total
$'000
8,033
31
1,860
830
(69)
10,685
11
2,112
1
(2,755)
10,054
4,901
55
(66)
2,503
7,393
21
(2,755)
1,931
6,590
3,292
3,464
58
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
6: LEASES
a. Leases in which the Group is the lessee:
The Group applies IFRS 16, Leases. The Group has lease agreements with respect to the following items:
– Offices;
– Data center;
Information regarding material lease agreements:
1.
a. The Group leases Offices mainly in the United States of America (US), Israel, Canada and UK with contractual original
lease periods ends between the years 2022 and 2027 from several lessors. The Group did not assume renewals in
determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.
A lease liability in the amount of USD 12,023 thousand and USD 16,121 thousand as of December 31, 2021, and December
31, 2020, respectively, and right-of-use asset in the amount of USD 5,424 thousand and USD 5,925 thousand as of
December 31, 2021 and December 31, 2020, respectively have been recognized in the statement of financial position in
respect of leases of offices.
b. The Group leases data center and related network infrastructure with contractual original lease periods ends between
the years 2022 and 2023. The Group did not assume renewals in determination of the lease term unless the renewals are
deemed to be reasonably assured at lease commencement.
A lease liability in the amount of USD 2,972 thousand and USD 5,088 thousand as of December 31, 2021, and December 31,
2020, respectively, and right-of-use asset in the amount of USD 2,849 thousand and USD 4,897 thousand as of December
31, 2021, and December 31, 2020, respectively have been recognized in the statement of financial position in respect of data
centers.
2. Lease liability:
Maturity analysis of the Group's lease liabilities:
Less than one year (0-1)
One to five years (1-5)
More than five years (5+)
Total
Current maturities of lease liability
Long-term lease liability
2021
$'000
7,119
7,042
834
14,995
7,119
7,876
2020
$'000
9,047
10,241
1,921
21,209
9,047
12,162
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
6: LEASES continued
3. Right-of-use assets – Composition:
Balance as of January 1, 2020
Business combinations
Depreciation on right-of-use assets
Additions
Provision for impairment
Lease modifications
Disposals
Exchange rate differences
Balance as of December 31, 2020
Depreciation on right-of-use assets
Additions
Provision for impairment
Lease modifications
Disposals
Exchange rate differences
Balance as of December 31, 2021
4. Amounts recognized in statement of operation:
Interest expenses on lease liability
Depreciation and amortization of right-of-use assets, net
Gains recognized in profit or loss
Total
5. Amounts recognized in the statement of cash flows:
Cash outflow for leases
b. Leases in which the Group is a lessor:
1.
The Group subleases offices at the US for periods expiring in 2027.
Information regarding material lease agreements:
2. Net investment in the lease:
Presented hereunder is the movement in the net investment in the lease:
Balance as of January 1,
Sublease receipts
Additions
Disposals
Balance as of December 31,
60
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
Offices
$'000
13,155
1,026
(6,958)
1,629
1,808
(143)
(4,570)
(22)
5,925
(5,223)
3,571
1,201
–
–
(50)
5,424
2021
$'000
(570)
(6,334)
7
(6,897)
Data
center
$'000
3,560
–
(4,422)
5,680
145
–
(77)
11
4,897
(2,312)
446
–
7
(189)
–
2,849
2020
$'000
(1,117)
(8,855)
1,829
(8,143)
Total
$'000
16,715
1,026
(11,380)
7,309
1,953
(143)
(4,647)
(11)
10,822
(7,535)
4,017
1,201
7
(189)
(50)
8,273
2019
$'000
(779)
(9,109)
1,749
(8,139)
2021
$'000
2020
$'000
2019
$'000
(10,579)
(14,468)
(13,386)
Offices
2021
$'000
7,835
(2,454)
301
–
5,682
Offices
2020
$'000
4,288
(3,246)
7,094
(301)
7,835
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
6: LEASES continued
3. Maturity analysis of net investment in finance leases:
Less than one year (0-1)
One to five years (1-5)
More than five years (5+)
Total net investment in the lease as of December 31,
4. Amounts recognized in statement of operation:
Gain from subleases
Financing income on the net investment in the lease
Total
7. INTANGIBLE ASSETS, NET
Customer
Software Trademarks relationships Technology
$'000
$'000
$'000
$'000
2021
$'000
1,067
3,789
826
5,682
Offices
2020
$'000
274
361
635
2020
$'000
2,153
3,816
1,866
7,835
Offices
2019
$'000
956
71
1,027
Offices
2021
$'000
301
245
546
Others
$'000
Goodwill
$'000
Total
$'000
Cost
Balance as of January 1, 2020
Exchange rate differences
Additions
Business combinations
Balance as of December 31, 2020
Exchange rate differences
Additions
Disposals
Business combinations (see Note 20)
19,237
–
4,858
–
24,095
(25)
4,966
(5,084)
735
25,683
529
–
10,427
36,639
(272)
–
–
–
37,719
567
–
10,054
48,340
(374)
–
–
–
45,087
73
–
1,658
46,818
(166)
–
–
6,540
1,044
47
–
1,068
2,159
(17)
–
–
–
133,703
1,280
–
17,878
152,861
(1,338)
–
–
5,189
262,473
2,496
4,858
41,085
310,912
(2,192)
4,966
(5,084)
12,464
Balance as of December 31, 2021
24,687
36,367
47,966
53,192
2,142
156,712
321,066
Amortization
Balance as of January 1, 2020
Exchange rate differences
Additions
Balance as of December 31, 2020
Exchange rate differences
Additions
Disposals
9,232
–
5,214
14,446
(8)
5,522
(5,084)
11,458
202
8,976
20,636
(170)
9,320
–
7,857
285
9,053
17,195
(256)
9,142
–
22,597
(162)
9,598
32,033
(21)
7,949
–
Balance as of December 31, 2021
14,876
29,786
26,081
39,961
1,044
70
988
2,102
(21)
61
–
2,142
–
–
–
–
–
–
–
–
52,188
395
33,829
86,412
(476)
31,994
(5,084)
112,846
Carrying amounts
As of December 31, 2020
9,649
16,003
31,145
14,785
As of December 31, 2021
9,811
6,581
21,885
13,231
57
–
152,861
224,500
156,712
208,220
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
7. INTANGIBLE ASSETS, NET continued
Capitalized development costs
Development costs capitalized in the period amounted to USD 4,933 thousand (2020: USD 4,816 thousand) and were
classified under software.
Impairment testing for intangible assets
The Company's qualitative assessment during the years ended December 31, 2021 and December 31, 2020, did not indicate
that it is more likely than not that the fair value of its intangible assets, and other long-lived assets is less than the aggregate
carrying amount.
As of December 31, 2021, and December 31, 2020, the recoverable amount of goodwill was based on fair value less cost of
disposal. The fair value less costs of disposals was estimated according to quoted price of the Company’s ordinary shares.
The estimated recoverable amount was higher than the carrying amount, and therefore there was no need for impairment.
In 2020, following the acquisition of Unruly, the Company examined the useful life of intangible assets acquired in the past
and determined to change the estimated economic life of part of the trademarks asset from 4.75 years to 2.75 years. The
effects of the aforesaid change on amortization expenses for the year ended December 31, 2020, 2021, 2022 and 2023 is
USD 1,512 thousand, USD 3,024 thousand, (USD 2,268) thousand and (USD 2,268) thousand, respectively.
8. TRADE AND OTHER RECEIVABLES
Trade receivables:
Trade receivables
Allowance for doubtful debts
Trade receivables, net
Other receivables:
Prepaid expenses
Loan to third party
Institutions
Pledged deposits
Other
9. TRADE AND OTHER PAYABLES
Trade payables
Other payables:
Contract liabilities
Wages, salaries and related expenses
Related Parties
Provision for vacation
Institutions
Ad spend liability
Liability for options on non-controlling interest
Others
62
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
2021
$'000
2020
$'000
178,933
(13,870)
162,580
(9,036)
165,063
153,544
13,110
480
1,050
2,647
949
18,236
14,053
689
1,165
872
836
17,615
2021
$'000
2020
$'000
161,812
125,863
11,415
16,406
–
1,003
791
7,729
–
5,556
13,406
13,853
2,746
554
1,112
5,987
2,903
6,561
42,900
47,122
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
10. CASH AND CASH EQUIVALENTS
Cash
Bank deposits
Cash and cash equivalents
2021
$'000
77,537
290,180
367,717
2020
$'000
44,825
52,638
97,463
The Group’s exposure to credit, and currency risks are disclosed in Note 18 on financial instruments.
11. REVENUE
Programmatic (1)
Performance
2021
$'000
266,616
75,329
2020
$'000
161,625
50,295
2019
$'000
241,464
84,296
341,945
211,920
325,760
(1) In 2021 and 2020 programmatic revenue are reported on a net basis and in 2019 on a gross basis, and performance revenue reported
on a gross basis for all years presented (see Note 3k).
Media cost amounted to USD 117,301 thousand in the year ended December 31, 2019.
For the year ended December 31, 2021, one buyer represents 13.6% of revenue. For the years ended December 31, 2020
and 2019, no individual buyer accounted for more than 10% of revenue.
12. COST OF REVENUE
Programmatic (1)
Performance
Cost of Revenue
2021
$'000
31,572
40,079
71,651
2020
$'000
31,918
27,889
2019
$'000
142,676
44,570
59,807
187,246
(1) In 2021 and 2020 programmatic revenue are reported on a net basis and in 2019 on a gross basis, and performance revenue reported
on a gross basis for all years presented (see Note 3k).
Media cost amounted to USD 117,301 thousand in the year ended December 31, 2019.
13. GENERAL AND ADMINISTRATIVE EXPENSES
Wages, salaries and related expenses
Share base payments
Rent and office maintenance
Professional expenses
Doubtful debts
Acquisition costs
Other expenses
2021
$'000
17,755
32,250
549
7,136
4,958
253
598
2020
$'000
15,274
9,420
(483)
4,766
(1,091)
524
1,268
2019
$'000
11,973
14,100
232
1,282
3,003
2,840
1,003
63,499
29,678
34,433
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
14. OTHER EXPENSES (INCOME), NET
During 2019 and 2020, the Company sold a business unit for which it recognized in 2021 a capital gain of USD 982 thousand
related to revenue and profit sharing.
15. SHAREHOLDERS’ EQUITY
Issued and paid-in share capital:
Balance as of January 1
Own shares held by the Group
Share based compensation
Issuance of shares in IPO*
Issuance of Restricted shares**
Shares issued in business combination***
Issued and paid-in share capital as of December 31
Authorized share capital
Ordinary Shares
2021
Number
of shares
133,916,229
(917,998)
5,564,808
15,568,590
370,000
–
2020
Number
of shares
124,223,182
(5,277,220)
6,444,944
–
–
8,525,323
154,501,629
133,916,229
500,000,000
300,000,000
* See Note 1d
** See Note 20
*** 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.
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.
Own shares acquisition:
On December 20, 2020, the Board of Directors approved a USD 10 million buyback program. On March 26, 2021, the Board
of Directors terminated the buyback program due to the Company’s election to pursue the Proposed Offering, which was
completed in the second quarter of 2021 (see Note 1d).
64
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
16. EARNINGS PER SHARE
Basic earnings per share
The calculation of basic earnings per share as of December 31, 2021, 2020 and 2019 was based on the profit for the year
divided by a weighted average number of ordinary shares outstanding, calculated as follows:
Profit for the year:
Profit for the year
Weighted average number of ordinary shares:
Weighted average number of ordinary shares used to calculate
basic earnings per share as at December 31
Basic earnings per share (in USD)
2021
$'000
73,223
2020
$'000
2,139
2019
$'000
6,224
2021
Shares of
NIS 0.01p
par value
2020
Shares of
NIS 0.01p
par value
2019
Shares of
NIS 0.01p
par value
144,493,989
133,991,210
111,231,769
0.51
0.02
0.06
Diluted earnings per share:
The calculation of diluted earnings per share as of December 31, 2021, 2020 and 2019 was based on profit or for the year
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):
Weighted average number of ordinary shares used to calculate basic
earnings per shar
Effect of share options on issue
Weighted average number of ordinary shares used to calculate diluted
earnings per share
Diluted earnings per share (in USD)
2021
Shares of
NIS 0.01p
par value
2020
Shares of
NIS 0.01p
par value
2019
Shares of
NIS 0.01p
par value
144,493,989
8,212,903
133,991,210
4,714,985
111,231,769
3,576,114
152,706,892 138,706,195 114,807,883
0.48
0.02
0.05
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
17. SHARE-BASED COMPENSATION 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.
On April 2, 2019, the Company's shareholders adopted the New Tremor International Ltd. Management Incentive Scheme
to provide for the grant of 11,772,932 equity incentive awards to executive officers. In addition, following the acquisition of
RhythmOne, the Company's shareholders adopted RhythmOne Plan to provide for the grant of 1,328,908 equity incentive
award to RhythmOne executives and employees.
As part of the New Tremor International Ltd. Management Incentive Scheme, and following the acquisition of RhythmOne,
the Company's shareholders approved a modification in the exercise price of 1,200,000 Company share options awarded to
the CEO of the Group, out of which 1,080,000 share options will be vested subject to meet the performance-based
metrics, and the remaining options will be vested over a shorter service periods. Furthermore, restricted stock units of
400,000 to the Group’s CEO were modified for a shorter vesting periods.
b. Stock Options:
The number of share options is as follows:
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Granted during the year
Outstanding at December 31
Exercisable at December 31
Number of options
Weighted average
exercise price
2021
‘000
3,781
(359)
(652)
3,256
6,026
1,540
2020
‘000
4,828
(1,621)
(1,227)
1,801
3,781
51
2021
(USD)
2.19
6.79
2.08
10.76
6.54
2020
(USD)
3.95
3.91
0.72
2.21
2.19
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
Granted date
March 20, 2017
June 18, 2017
November 5, 2017
January 23, 2018
June 20, 2018
April 2, 2019*
Number of
options
217,000
116,000
391,000
1,163,000
52,000
265,174
Exercise price
(GBP)
Exercisable
date from
Exercise price
(GBP)
2.44
2.99
4.31
4.37
4.37
2.06-18.27
March 20, 2019
June 18, 2019
November 5, 2019
January 23, 2020
June 20, 2020
April 2, 2019
1.60
1.60
1.60
1.60
1.60
1.60
Exercisable
date from
July 28, 2021
July 28, 2021
July 28, 2021
July 31, 2021
July 31, 2021
July 28, 2021
* Granted as part of RhythmOne’s acquisition as listed above.
The options that had a vesting date up to July 2021 were vested and became 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.
66
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
17. SHARE-BASED COMPENSATION ARRANGEMENTS continued
Information on measurement of fair value of share-based compensation plans:
The fair value of employees share options is measured using the Black-Scholes formula. Measurement inputs include the
share price on the measurement date, the exercise price of the instrument, expected volatility, expected term of the
instruments, expected dividends, and the risk-free interest rate (See Note 3i).
The parameters used in the measurement of the fair values at grant date of the equity-settled share-based compensation
plans were as follows:
Grant date fair value in USD
Share price (on grant date) (in USD)
Exercise price (in USD)
Expected volatility (weighted average)
Expected life (weighted average)
Expected dividends
Risk-free interest rate
2021
4.3
10.09
10.76
60%
3.75
0.00%
0.54%
2020
1.04-1.73
1.74-3.03
1.89-3.06
60%
3.5-3.75
0.00%
0.15%-1.46%
The total expense recognized in the year ended December 31, 2021, with respect to the options granted to employees,
amounted to approximately USD 3,412 thousand (2020: USD 2,693 thousand).
c. Restricted Share Units:
During 2021 and 2020, the Group granted 7,366,472 and 3,334,074 Restricted Share Units (RSU’s) to its executive officers and
employees, respectively.
The number of restricted share units is as follows:
Outstanding at 1 January
Forfeited during the year
Exercised during the year
Granted during the year
Restricted stock units assumed in acquisition during the year
Outstanding at December 31
Number of RSU’s
2021
'000
3,777
(25)
(2,972)
7,366
–
8,146
2020
'000
3,969
(46)
(3,480)
2,919
415
3,777
Weighted-Average Grant
Date Fair Value
2021
2020
2.364
7.861
4.447
10.017
–
8.606
2.372
2.511
2.296
2.538
2.592
2.364
The total expense recognized in the year ended December 31, 2021, with respect to the RSU’s granted to employees,
amounted to approximately USD 29,530 thousand (2020: USD 7,443 thousand).
d. Performance Stock Units:
During 2021 and 2020, the Group granted 2,668,240 and 725,000 Performance Stock Units (PSU’s) to its executive officers,
respectively.
The number of performance stock units is as follows:
Outstanding at January 1
Forfeited during the year
Exercised during the year
Granted during the year
Outstanding at December 31
Number of PSU’s
2021
'000
3,852
(93)
(1,941)
2,668
4,486
2020
'000
5,071
(206)
(1,738)
725
3,852
Weighted-Average Grant
Date Fair Value
2021
2020
2.155
2.253
2.204
9.999
6.796
2.105
2.211
2.185
2.590
2.155
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
17. SHARE-BASED COMPENSATION ARRANGEMENTS continued
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.
The total expense recognized in the year ended December 31, 2021, with respect to the PSU’s granted to employees,
amounted to approximately USD 9,876 thousand (2020: USD 4,354 thousand).
e. Expense recognized in the statement of operation and other comprehensive income is as follows:
Selling and marketing
Research and development
General and administrative
2021
$'000
7,094
3,474
32,250
42,818
2020
$'000
4,515
555
9,420
2019
$'000
1,257
452
14,100
14,490
15,809
18. FINANCIAL INSTRUMENTS
a. Overview:
The Group has exposure to the following risks from its use of financial instruments:
• Credit risk
•
• Market risk
Liquidity risk
This note presents quantitative and qualitative information about the Group’s exposure to each of the above risks, and the
Group’s objectives, policies and processes for measuring and managing risk.
In order to manage these risks and as described hereunder, the Group executes transactions in derivative financial
instruments. Presented hereunder is the composition of the derivatives:
Derivatives presented under current assets
Forward exchange contracts used for hedging
Derivatives presented under non-current assets
Forward exchange contracts used for hedging
Total
2021
$'000
2020
$'000
947
836
241
1,188
1,335
2,171
68
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
18. FINANCIAL INSTRUMENTS continued
b. Risk management framework:
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework. The Board is responsible for developing and monitoring the Group’s risk management policies.
The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and
management of standards and procedures, aims to develop a disciplined and constructive control environment in which all
employees understand their roles and obligations.
The Group Audit Committee oversees how management monitors compliance with the Group’s risk management policies
and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.
The Group Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad
hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
c. Credit risk:
The Group’s credit risk is arise from the risk of financial loss if a customer or counterparty to a financial instrument fails to
meet its contractual obligations.
d. Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure.
The maximum exposure to credit risk at the reporting date was as follows:
Cash and cash equivalents
Trade receivables, net (a)
Other receivables
Long term deposit
Long term receivables
2021
$'000
367,717
165,063
4,076
431
241
2020
$'000
97,463
153,544
2,379
499
1,335
537,528
255,220
(a) At December 31, 2021, the Group included provision for doubtful debts in the amount of USD 13,870 thousand (December 31, 2020:
USD 9,036 thousand) in respect of collective impairment provision and specific debtors that their collectability is in doubt.
As of December 31, 2021, two buyers accounted for 17.1% and 16.9% of trade receivables. As of December 31, 2020, one
buyer accounted for 17.5% of trade receivables.
Balance at January 1
Business combination
Allowance for doubtful debts expenses
Write-off
Exchange rate difference
Balance at December 31
Allowance for Doubtful debts
2020
$'000
2021
$'000
9,036
–
4,958
(93)
(31)
22,376
1,201
(1,091)
(13,397)
(53)
13,870
9,036
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 69
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
18. FINANCIAL INSTRUMENTS continued
e. Liquidity risk:
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to
ensure, as far as possible, that it has sufficient liquidity to meet its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
As of December 31, 2021, and December 31, 2020, the Group’s contractual obligation of financial liability is in respect of
leases, trade, and other payables in the amount of USD 193,213 thousand and USD 161,875 thousand, respectively. The
contractual maturity of the financial liability that is less than one year is in the amount of USD 185,337 thousand and USD
147,243 thousand for December 31, 2021, and December 31, 2020, respectively.
f. Market risk:
Market risk is the risk that changes in market prices, such as foreign exchange rates, the CPM, interest rates and equity
prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
At December 31, 2021, USD 8,118 thousand are held in JPY, USD 7,099 thousand are held in AUD, USD 5,653 thousand are
held in GBP, USD 4,866 thousand are held in EUR, USD 1,287 thousand are held in CAD, USD 899 thousand are held in SGD,
USD 513 thousand are held in MXN, USD 247 thousand are held in NIS, USD 976 thousand are held in other currencies and
the remainder held in USD.
g. Sensitivity analysis:
A change as of December 31 in the exchange rates of the following currencies against the USD, as indicated below would
have affected the measurement of financial instruments denominated in a foreign currency and would have increased
(decreased) profit or loss and equity by the amounts shown below (after tax). This analysis is based on foreign currency
exchange rate that the Group considered to be reasonably possible at the end of the reporting period. The analysis
assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecasted sales and
purchases.
GBP/USD
Profit / (Loss)
Increase / (Decrease) in Shareholders’ Equity
NIS/USD
Profit / (Loss)
Increase / (Decrease) in Shareholders’ Equity
2021
2020
+10%
$'000
(2,587)
(379)
-10%
$'000
2,587
379
+10%
$'000
(2,853)
528
2021
2020
+10%
$'000
(721)
(721)
-10%
$'000
721
721
+10%
$'000
(387)
(387)
-10%
$'000
2,853
(528)
-10%
$'000
387
387
Linkage and foreign currency risks
Currency risk
The Group is not exposed to currency risk on sales and purchases that are denominated in a currency other than the
respective functional currency of the Group, the USD. The principal currencies in which these transactions are
denominated are GBP, NIS, Euro, CAD, SGD, MXN, AUD and JPY.
At any point in time, the Group aims to match the amounts of its assets and liabilities in the same currency in order to
hedge the exposure to changes in currency.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group ensures that its net
exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address
short-term imbalances.
70
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
19. RELATED PARTIES
Compensation and benefits to key management personnel
Executive officers also participate in the Company’s share option programs. For further information see Note 17 regarding
share-based compensation.
Compensation and benefits to key management personnel (including directors) that are employed by the Company and its
subsidiaries:
Share-based compensation
Other compensation and benefits
20. SUBSIDIARIES
a. Details in respect of subsidiaries:
Presented hereunder is a list of the Group’s subsidiary:
2021
$'000
31,283
6,752
38,035
2020
$'000
7,061
3,932
10,993
Principal location of
the Company’s activity
The Group’s ownership interest in the
subsidiary for the year ended December 31
2020
2021
Taptica Inc
Tremor Video Inc
Adinnovation Inc
Taptica Japan
Taptica UK
YuMe Inc*
Perk.com Canada Inc
R1Demand LLC*
Unruly Group LLC
Unruly Group US Holding Inc*
Unruly Holdings Ltd*
Unruly Group Ltd
Unruly Media GmbH
Unruly Media Pte Ltd*
Unruly Media Pty Ltd
Unruly Media KK
Unmedia Video Distribution Sdn Bhd
Unruly Media Inc
SpearAd GmbH
USA
USA
Japan
Japan
United Kingdom
USA
Canada
USA
USA
USA
UK
UK
Germany
Singapore
Australia
Japan
Malaysia
USA
Germany
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
*Under these companies, there are twenty-nine (29) wholly owned subsidiaries that are inactive and in liquidation process.
100%
100%
57%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
20. SUBSIDIARIES continued
b. Acquisition of subsidiaries and business combinations during the current period:
Acquisition of SpearAd:
On October 18, 2021, the Company completed the acquisition of SpearAd GMBH ("SpearAd"). The Company acquired 100%
of the issued and outstanding SpearAd Shares for total consideration of USD 11,016 thousand.
At the same time, some of the SpearAd shareholders entered into Employment Agreements and Restricted Share
Agreements to receive 370,000 ordinary shares of NIS 0.01 of the Company, Subject to continues employment and
compliance with the performance criteria to be released gradually over a three-year period. The restricted shares were
fully issued on the closing date and the fair value was USD 3,484 thousand, which presented as a deduction from the share
premium.
As of December 31, 2021, the balance of the Restricted Shares is USD 3,052 thousand.
The following summarizes the major classes of consideration transferred, and the recognized amounts of assets acquired,
and liabilities assumed at the acquisition date:
Cash and Cash equivalents
Accounts Receivables
Other assets
Fixed Assets
Intangible assets
Deferred tax Liabilities
Trade payables
Other Payables
Net identifiable assets
The aggregate cash flow derived for the Company as a result of the SpearAd acquisition:
Cash and cash equivalents at SpearAd
Acquisition- Related costs
Acquisition of subsidiary
$'000
154
20
8
1
7,275
(1,504)
(99)
(28)
5,827
$'000
154
(253)
(99)
The Company incurred acquisition-related costs of USD 253 thousand related to legal fees and due diligence costs. These
costs have been included in general and administrative expenses in the statement of operation. As of December 31, 2021,
USD 139 out of the acquisition-related costs were paid.
Goodwill
Goodwill was recognized as a result of the acquisition as follows:
Consideration transferred
Less fair value of identifiable net assets
Goodwill
$'000
11,016
5,827
5,189
The goodwill is attributable mainly to the increased opportunities for growth and the synergies expected to be achieved
from integration into the Company’s digital advertising platforms (Note 7). None of the goodwill recognized is expected to
be deductible for tax purposes.
72
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
20. SUBSIDIARIES continued
c. Acquisition of subsidiaries and business combinations during the prior periods:
Acquisition of Unruly:
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 issuance of an aggregate 8,525,323 Ordinary Shares of the Company to UK Seller and US Seller represented
approximately 6.91% of the Company's issued voting share capital at such time. The Sellers agreed not to sell, transfer or
otherwise dispose of such Company Ordinary Shares for an 18-month period, subject to customary exceptions.
At the same time, Tremor Video entered into a Master Service Agreement (MSA) with the UK seller for an exclusive right to
sell outstream video on various News Corp titles world-wide on a committed ad spend of GBP 30,000 thousand over a
three-year period with an option to extend the MSA by two quarters at the discretion of UK seller. The obligation for the net
discounted future payments exceeding market fair value aggregated to USD 14,073 thousand and is recognized according
to the actual consumption. As of December 31, 2021, and December 31,2020 the ad spend liability balance aggregated to
USD 7,729 thousand and USD 13,811 thousand respectively.
Acquisition of RhythmOne:
On April 1, 2019, the Company completed Acquisition Transaction (hereinafter- "Acquisition") with RhythmOne Plc, a
Company incorporated under the laws of England and Wales, whereby the Company acquired the entire issued ordinary
shares of RhythmOne and each RhythmOne shareholder received 28 new shares of the Company (as such new 66,736,485
shares of the Company were issued) for every 33 RhythmOne shares held, so that following the completion of the
Acquisition, the Company's current shareholders held 50.1% and, RhythmOne Shareholders held 49.9% of the merged
Group. In addition, 849,325 options and 1,058,776 restricted shares units over RhythmOne share awarded were rolled over
to 458,946 the Company's options and to 869,962 the Company's restricted units (hereinafter- "Replacement Award"). The
consideration of the Acquisition amounted to USD 176,421 thousand (including consideration allocated to issuance of
ordinary shares and Replacement Award).
21. OPERATING SEGMENTS
The Group 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.
America
APAC
EMEA
Total
2021
$'000
304,686
20,931
16,328
2020
$'000
180,515
20,804
10,601
2019
$'000
261,534
33,052
31,174
341,945
211,920
325,760
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
as at 31 December 2021 continued
22. CONTINGENT LIABILITY
In January 2018, AlmondNet, Inc. and its affiliates (Datonics LLC and Intent IQ) contacted RhythmOne asserting that
a.
RhythmOne’s online advertising system infringes eleven U.S. Patents owned by the AlmondNet Group. As of the date of
this report, a claim was never filed and RhythmOne is currently in a commercial agreement with AlmondNet’s affiliate. The
Company believes that the likelihood of a material loss is remote but at this point is unable to reasonably estimate any
potential loss and financial impact to the Company resulting from this matter.
b. On May 18, 2021, the Company filed a complaint against Alphonso, Inc. (“Alphonso”) in the Supreme Court of the State
of New York, County of New York (the “Court”), asserting claims for breach of contract, tortious interference with business
relations, intentional interference with contractual relations, unjust enrichment, and conversion.
The lawsuit arose out of Alphonso’s breach of a Strategic Partnership Agreement and an Advance Payment Obligation and
Security Agreement (the “Security Agreement”) with the Company, and related misconduct. The Company is seeking
damages and other relief, including an order foreclosing on Alphonso’s collateral under the Security Agreement, from the
Court.
On May 24, 2021, Alphonso filed a complaint against the Company in the Supreme Court of the State of New York, County
of New York, asserting claims for breach of contract, unfair competition, and tortious interference with business relations.
Alphonso and the Company are currently engaged in written discovery.
23. SUBSEQUENT EVENTS
On February 23, 2022, the Board of Directors approved a share buyback program of up to USD 75 million.
74
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021
DIRECTORS, SECRETARY & ADVISERS
DIRECTORS:
Christopher John Stibbs
Non-Executive Chairman
Ofer Israel Druker
Chief Executive Officer and Executive Director
Yaniv Carmi
Chief Operating Officer and Executive Director
Sagi Niri
Chief Financial Officer and Executive Director
Joanna Rachael Parnell
Non-Executive Director
Neil Garth Jones
Non-Executive Director
Rebekah Mary Brooks
Non-Executive Director
Norman Thomas Johnston
Non-Executive Director
Lisa Klinger
Non-Executive Director
COMPANY SECRETARY:
Yaniv Carmi
ADVISERS:
Registered Office
82 Yigal Alon St, 13th Floor, Tel Aviv, 6789124, Israel
Nominated Adviser and Joint Broker
finnCap Ltd
60 New Broad Street, London EC2M 1JJ
Joint Broker
Stifel Nicolaus Europe Limited
150 Cheapside, London EC2V 6ET
Legal Advisers – English Law
Charles Russell Speechlys
LLP 5 Fleet Place, London EC4M 7RD
Legal Advisers – Israeli Law
Naschitz, Brandes, Amir & Co, Advocates
5 Tuval Street Tel Aviv 6789717, Israel
Reporting Accountants and Auditors
KPMG Somekh Chaikin KPMG
Millennium Tower 17 Ha’arba’a Street P.O.B. 609
Tel Aviv 61006, Israel
KPMG UK
15 Canada Square, Canary Wharf, London E14 5GL
US Investor Relations
KCSA
420 Fifth Ave, Third Floor, New York, NY 10018
UK Financial PR and Investor Relations
Vigo Consulting
Sackville House, 40 Piccadilly, London W1J 0DR
Registrar
Link Market Services (Guernsey) Limited
Mont Crevelt House, Bulwer Avenue, St Sampson,
Guernsey GY2 4LH
Depositary
Link Market Trustees Limited
The Registry 34 Beckenham Road, Beckenham,
Kent BR3 4TU
TREMOR INTERNATIONAL LTD ANNUAL REPORT 2021 75
Tremor International Ltd.
82 Yigal Alon st.
(13th floor)
Tel-Aviv
Israel
6789124
www.tremorinternational.com
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