UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of November, 2024
Commission File Number 001-40772
Cellebrite DI Ltd.
(Translation
of registrant’s name into English)
94 Shlomo Shmelzer Road
Petah Tikva 4970602, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On November 6, 2024, Cellebrite
DI Ltd. (the “Registrant” or “Cellebrite”) issued a press release titled “Cellebrite Announces Third-Quarter
2024 Results.” A copy of this press release is furnished as Exhibit 99.1 herewith.
The GAAP financial statements tables contained in the press release
attached to this report on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form S-8 (File
Nos. 333-260878 and 333-278130) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November
8, 2021 and March 21, 2024, respectively, and Form F-3 (File No. 333-259826) filed with the SEC on September 13, 2022.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
Cellebrite
DI Ltd. |
| |
|
|
| Date: November
6, 2024 |
By: |
/s/
Dana Gerner |
| |
Dana
Gerner |
| |
Chief
Financial Officer
|
Exhibit 99.1
Cellebrite Announces Third-Quarter 2024 Results
Third-quarter
2024 revenue of $106.9 million exceeds $100 million quarterly revenue milestone
for the first time in Company history
Third-quarter 2024 revenue increased 27% year-over-year
primarily due
to 27% growth in subscription revenue
ARR of
$370.8 million, up 26% year-over-year
Third-quarter
2024 adjusted EBITDA of $31.3 million, 29.3% adjusted
EBITDA margin
Company increases 2024 outlook for revenue and
adjusted EBITDA,
and raises the low end of the 2024 ARR target
range
TYSONS CORNER, VA and PETAH TIKVA, ISRAEL, November 6, 2024
– Cellebrite (NASDAQ: CLBT), a global leader in premier Digital Investigative solutions for the public and private sectors, today
announced financial results for the three and nine months ending September 30, 2024.
Yossi Carmil, Cellebrite’s CEO, stated, “We delivered a
strong third-quarter performance that exceeded our expectations thanks to increasing traction with our AI-driven Case-to-Closure platform,
the impact of our ongoing investment in market-leading innovation and solid execution on all fronts. We produced notable ARR growth, surpassed
$100 million in quarterly revenue for the first time in company history and generated outstanding profitability. Our customers are increasingly
recognizing the value of how Cellebrite’s powerful end-to-end solutions can enable them to efficiently and effectively address major
pain points in the digital investigative lifecycle. Against the backdrop of a healthy market, we anticipate a positive fourth quarter
finish to our year and have updated our full-year outlook accordingly.”
Third-Quarter 2024 Financial Highlights
| ● | Revenue of $106.9 million, up 27% year-over-year |
| ● | Subscription revenue was $93.4 million, up 27% year-over-year |
| ● | Annual Recurring Revenue (ARR) of $370.8 million, up 26% year-over-year |
| ● | Recurring revenue dollar-based net retention rate of 124% |
| ● | GAAP gross profit and gross margin of $91.4 million and 85.5%, respectively; Non-GAAP gross profit and gross profit margin of $92.0
million and 86.1%, respectively |
| ● | GAAP net loss of $207.1 million; Non-GAAP net income of $31.8 million |
| ● | GAAP diluted loss per share of $(0.99); Non-GAAP diluted EPS of $0.14 |
| ● | Adjusted EBITDA and Adjusted EBITDA margin of $31.3 million
and 29.3%, respectively |
Third-Quarter 2024 and Recent Business & Operational Highlights
Innovation
| ● | On September 15, 2024, Cellebrite announced Pathfinder
in the Cloud with Amazon Web Services (AWS), allowing customers to access Cellebrite’s industry-leading investigative analytics
solution, Pathfinder, through the secure Amazon Virtual Private Cloud (VPC). Pathfinder in the Cloud with AWS, part of Cellebrite’s
Case-to-Closure (C2C) platform, helps agencies of all sizes eliminate both the need to purchase and maintain physical servers as well
as the common reliance on dedicated server rooms and sensitive compartmented information facility (SCIF) secure rooms. With this update,
customers can now quickly scale storage and resources based on demand, while preserving resources as they only pay for what is needed. |
| ● | On September 24, 2024, Cellebrite announced that
it received a patent for Remote Mobile Collection, which equips corporate investigators with immediate, targeted remote data collection
– saving them time and money. In today’s hybrid work environment, Cellebrite’s SaaS platforms Endpoint Mobile Now and
Endpoint Inspector leverage this newly patented technology to deliver high value, supporting rapid data collection and offer greater convenience
to the device’s consenting owner, who can keep their devices during collection rather than returning them to a corporate office. |
Go to Market
| ● | On
October 29, 2024, Cellebrite announced that its inaugural Case-to-Closure (C2C) User Summit, the premier event for digital investigations
being held from March 31 to April 3, 2025, in Washington, D.C., will feature Tim Tebow as the keynote speaker. Tim Tebow is a two-time
national football champion, Heisman Trophy winner, first-round NFL draft pick and a former professional baseball player who is also known
for his extensive advocacy work to protect children through his namesake foundation. At the C2C User Summit, Tim Tebow will address his
foundation’s global fight against human trafficking, complementing Cellebrite’s Operation Find Them All (OFTA) initiative,
a landmark commitment to accelerating investigations of online crimes against children. |
Capital Markets
| ● | Cellebrite’s efforts to drive value creation
for shareholders underpinned three major milestones: |
| o | On September 16, 2024, Cellebrite disclosed that 5.0 million
Price Adjustment Shares will be issued and 3.0 million Restricted Sponsored Shares vested after the dollar volume-weighted average price
of the Company’s ordinary shares was greater than or equal to $15.00 per share for the 20th trading day within a 30
trading-day period. This is the second triggering event to occur, following the one that was announced by the Company on August 15, 2024. |
| o | On September 18, 2024, Cellebrite announced the results of the completed redemption of all of its outstanding
Public and Private Warrants. Nearly all of the 20.0 million Public Warrants and 100% of the 9.7 million Private Warrants outstanding of
August 15, 2024 were exercised on a cashless basis in exchange for an aggregate of approximately 10.1 million Ordinary Shares. |
| o | On November 4, 2024, Cellebrite disclosed that 5.0 million Price Adjustment Shares will be issued after
the dollar volume-weighted average price of the Company’s ordinary shares was greater than or equal to $17.50 per share for the
20th trading day within a 30 trading-day period. This is the third triggering event to occur, leaving 1.5 million Restricted
Stock Shares that will vest when the dollar volume-weighted average price of the Company’s ordinary shares is greater than or equal
to $30.00 per share for 20 trading days within a 30 trading-day period. |
Annual General Meeting
| ● | On September 17, 2024, Cellebrite held its 2024
Annual General Meeting of Shareholders (the “Meeting”). As subsequently disclosed, shareholders approved all of the proposals
brought forth during the Meeting by the respective requisite majority in accordance with the Israeli Companies Law, 5759-1999, and the
Company’s articles of association, as described in the Proxy Statement which was furnished to the Securities and Exchange Commission
on August 13, 2024, and sent to shareholders in connection with the Meeting. |
Supplemental financial information can be found
on the Investor Relations section of our website at https://investors.cellebrite.com/financial-information/quarterly-results.
Financial Outlook
“We delivered a very strong third-quarter performance, highlighted
by strong top-line execution, prudent spending and outstanding cash generation,” stated Dana Gerner, Cellebrite’s CFO.“The completion of our broad warrant redemption program, combined with our strong stock price performance over the past several
months that resulted in multiple triggering events, enable us to move forward with a more optimized capital structure, an increased stock
float and simplified financial reporting. As we look ahead, based on our results for the first three quarters of the year and our assessment
of the near-term opportunities, we have raised our 2024 revenue and adjusted EBITDA ranges and increased the low end of our full-year
ARR range.”
The Company’s updated 2024 expectations are as follows:
| | |
Fourth-Quarter 2024 Expectations (as of 11/06/24) | |
Full-Year 2024 Expectations (as of 11/06/24) |
| ARR | |
-- | |
$390 million – $400 million |
| Annual Growth | |
-- | |
23% – 27% |
| Revenue | |
$105 million – $109 million | |
$397 million – $401 million |
| Annual Growth | |
13% – 17% | |
22% – 23% |
| Adjusted EBITDA | |
$25 million – $29 million | |
$94 million – $100 million |
| Adjusted EBITDA margin | |
24% – 27% | |
24% – 25% |
Conference Call Information
Cellebrite will host a live conference call and webcast later this
morning to review the Company’s financial third-quarter 2024 results and discuss its full-year 2024 outlook. Pertinent details include:
| Date: |
|
Tuesday, November 6, 2024 |
| Time: |
|
8:30 a.m. ET |
| Call-In Number: |
|
203-518-9766 |
| Conference ID: |
|
CLBTQ324 |
| Event URL: |
|
https://investors.cellebrite.com/events/event-details/cellebrite-q3-2024-financial-results-investor-call-webcast |
| Webcast URL: |
|
https://edge.media-server.com/mmc/p/skb7gjeh |
In conjunction with the conference call and webcast, historical financial
tables and supplemental data will be available on the quarterly results section of Company’s investor relations website at https://investors.cellebrite.com/financial-information/quarterly-results.
Non-GAAP Financial Information and Key Performance Indicators
This press release includes non-GAAP financial measures. Cellebrite
believes that the use of non-GAAP cost of revenue, non-GAAP gross profit, non-GAAP operating expenses, non-GAAP operating income, non-GAAP
net income, non-GAAP EPS and Adjusted EBITDA is helpful to investors. These measures, which the Company refers to as our non-GAAP financial
measures, are not prepared in accordance with GAAP.
The Company believes that the non-GAAP financial measures provide a
more meaningful comparison of its operational performance from period to period, and offer investors and management greater visibility
to the underlying performance of its business. Mainly:
| ● | Share-based compensation expenses utilize varying
available valuation methodologies, subjective assumptions and a variety of equity instruments that can impact a company’s non-cash expenses; |
| ● | Acquired intangible assets are valued at the
time of acquisition and are amortized over an estimated useful life after the acquisition, and acquisition-related expenses are unrelated
to current operations and neither are comparable to the prior period nor predictive of future results; |
| ● | To the extent that the above adjustments have
an effect on tax (income) expense, such an effect is excluded in the non-GAAP adjustment to net income; |
| | | |
| ● | Tax expense, depreciation and amortization expense
vary for many reasons that are often unrelated to our underlying performance and make period-to-period comparisons more challenging; and |
| ● | Financial instruments are remeasured according
to GAAP and vary for many reasons that are often unrelated to the Company’s current operations and affect financial income. |
Each of our non-GAAP financial measures is an important tool for financial
and operational decision making and for evaluating our own operating results over different periods of time. The non-GAAP financial measures
do not represent our financial performance under U.S. GAAP and should not be considered as alternatives to operating income or net income
or any other performance measures derived in accordance with GAAP. Non-GAAP measures should not be considered in isolated from, or as
an alternative to, financial measures determined in accordance with GAAP. Non-GAAP financial measures may not provide information that
is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP
financial results differently, particularly related to non-recurring, unusual items. In addition, there are limitations in using non-GAAP
financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP, and exclude expenses that may have
a material impact on our reported financial results. Further, share-based compensation expense has been, and will continue to be for the
foreseeable future, significant recurring expenses in our business and an important part of the compensation provided to our employees.
In addition, the amortization of intangible assets is expected recurring expense over the estimated useful life of the underlying intangible
asset and acquisition-related expenses will be incurred to the extent acquisitions are made in the future. Furthermore, foreign exchange
rates may fluctuate from one period to another, and the Company does not estimate movements in foreign currencies.
A reconciliation of each of these non-GAAP financial
measures to their most comparable GAAP measure is set forth in a table included at the end of this press release, which is also available
on our website at https://investors.cellebrite.com.
In regard to forward-looking non-GAAP guidance, we are not able to
reconcile the forward-looking Adjusted EBITDA measure to the closest corresponding GAAP measure without unreasonable efforts because we
are unable to predict the ultimate outcome of certain significant items including, but not limited to, fair value movements, share-based
payments for future awards, tax expense, depreciation and amortization expense, and certain financing and tax items.
Key Performance Indicators
This press release also includes key performance indicators, including
annual recurring revenue and dollar-based retention rate.
Annual recurring revenue (“ARR”) is defined as the annualized
value of active term-based subscription license contracts and maintenance contracts related to perpetual licenses in effect at the end
of that period. Subscription license contracts and maintenance contracts for perpetual licenses are annualized by multiplying the revenue
of the last month of the period by 12. The annualized value of contracts is a legal and contractual determination made by assessing the
contractual terms with our customers. The annualized value of maintenance contracts is not determined by reference to historical revenue,
deferred revenue or any other GAAP financial measure over any period. ARR is not a forecast of future revenues, which can be impacted
by contract start and end dates and renewal rates.
Dollar-based net retention rate (“NRR”) is calculated by
dividing customer recurring revenue by base revenue. We define base revenue as recurring revenue we recognized from all customers with
a valid license at the last quarter of the previous year period, during the four quarters ended one year prior to the date of measurement.
We define our customer revenue as the recurring revenue we recognized during the four quarters ended on the date of measurement from the
same customer base included in our measure of base revenue, including recurring revenue resulting from additional sales to those customers.
About Cellebrite
Cellebrite’s (Nasdaq: CLBT) mission is to enable its customers
to protect and save lives, accelerate justice and preserve privacy in communities around the world. We are a global leader in Digital
Investigative solutions for the public and private sectors, empowering organizations in mastering the complexities of legally sanctioned
digital investigations by streamlining intelligence processes. Trusted by thousands of leading agencies and companies worldwide, Cellebrite’s
Digital Investigation platform and solutions transform how customers collect, review, analyze and manage data in legally sanctioned investigations. To
learn more, visit us at www.cellebrite.com, https://investors.cellebrite.com, or follow us on Twitter at @Cellebrite.
Note: References to our website and the websites of third parties mentioned
in this press release are inactive textual references only, and information contained therein or connected thereto is not incorporated
into this press release.
References to Websites and Social Media Platforms
References to information included on, or accessible through, websites
and social media platforms do not constitute incorporation by reference of the information contained at or available through such websites
or social media platforms, and you should not consider such information to be part of this press release.
Caution Regarding Forward Looking Statements
This document includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward
looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,”
“anticipate,” “will,” “appear,” “approximate,” “foresee,” “might,”
“possible,” “potential,” “believe,” “could,” “predict,” “should,”
“could,” “continue,” “expect,” “estimate,” “may,” “plan,” “outlook,”
“future” and “project” and other similar expressions that predict, project or indicate future events or trends
or that are not statements of historical matters. Such forward-looking statements include estimated financial information for the fourth
quarter of 2024 and full-year 2024, and certain statements such as our customers are increasingly recognizing the value of how Cellebrite’s
powerful end-to-end solutions can enable them to efficiently and effectively address major pain points in the digital investigative lifecycle;
we anticipate a positive fourth quarter finish to our year and have updated our full-year outlook accordingly; the completion of our broad
warrant redemption program, combined with our strong stock price performance over the past several months that resulted in multiple triggering
events, enable us to move forward with a more optimized capital structure, an increased stock float and simplified financial reporting;
and we have raised our 2024 revenue and adjusted EBITDA ranges and increased the mid-point of our ARR range. Such forward-looking statements
including those with respect to fourth-quarter and full-year 2024 revenue and annual recurring revenue, profitability and earnings as
well as commentary associated with future performance, strategies, prospects, and other aspects of Cellebrite’s business are based
on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ
materially from those indicated by such forward-looking statements. These factors include, but are not limited to: Cellebrite’s
ability to keep pace with technological advances and evolving industry standards; Cellebrite’s material dependence on the purchase,
acceptance and use of its solutions by law enforcement and government agencies; real or perceived errors, failures, defects or bugs in
Cellebrite’s DI solutions; Cellebrite’s failure to maintain the productivity of sales and marketing personnel, including relating
to hiring, integrating and retaining personnel; intense competition in all of Cellebrite’s markets; the inadvertent or deliberate
misuse of Cellebrite’s solutions; failure to manage its growth effectively; Cellebrite’s ability to introduce new solutions
and add-ons; its dependency on its customers renewing their subscriptions; the low volume of business Cellebrite conducts via e-commerce;
risks associated with the use of artificial intelligence; the risk of requiring additional capital to support the growth of its business;
risks associated with higher costs or unavailability of materials used to create its hardware product components; fluctuations in foreign
currency exchange rates; lengthy sales cycle for some of Cellebrite’s solutions; near term declines in new or renewed agreements;
risks associated with inability to retain qualified personnel and senior management; the security of Cellebrite’s operations and
the integrity of its software solutions; risks associated with the negative publicity related to Cellebrite’s business and use of
its products; risks related to Cellebrite’s intellectual property; the regulatory constraints to which Cellebrite is subject; risks
associated with Cellebrite’s operations in Israel, including the ongoing Israel-Hamas war, the increased tension between Israel
and Iran and its proxies, in particular the ongoing hostilities between Israel and Hezbollah, and the risk of a greater regional
conflict; risks associated with different corporate governance requirements applicable to Israeli companies and risks associated with
being a foreign private issuer and an emerging growth company; market volatility in the price of Cellebrite’s shares; changing tax
laws and regulations; risks associated with joint, ventures, partnerships and strategic initiatives; risks associated with Cellebrite’s
significant international operations; risks associated with Cellebrite’s failure to comply with anti-corruption, trade compliance,
anti-money-laundering and economic sanctions laws and regulations; risks relating to the adequacy of Cellebrite’s existing systems,
processes, policies, procedures, internal controls and personnel for Cellebrite’s current and future operations and reporting needs;
and other factors, risks and uncertainties set forth in the section titled “Risk Factors” in Cellebrite’s annual report
on Form 20-F filed with the SEC on March 21, 2024 and as amended on April 12, 2024, and in other documents filed by Cellebrite with the
U.S. Securities and Exchange Commission (“SEC”), which are available free of charge at www.sec.gov. You are cautioned not
to place undue reliance upon any forward-looking statements, which speak only as of the date made, in this communication or elsewhere.
Cellebrite undertakes no obligation to update its forward-looking statements, whether as a result of new information, future developments
or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Contacts:
Investors Relations
Andrew Kramer
Vice President, Investor Relations
investors@cellebrite.com
+1 973.206.7760
Media
Victor Cooper
Sr. Director of Corporate Communications + Content Operations
Victor.cooper@cellebrite.com
+1 404.804.5910
Cellebrite DI Ltd.
Third-Quarter 2024 Results Summary
(U.S Dollars in thousands)
| | |
For the three months ended
| | |
For the nine months ended
| |
| | |
September 30, | | |
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Revenue | |
| 106,858 | | |
| 84,179 | | |
| 292,154 | | |
| 232,097 | |
| Gross profit | |
| 91,414 | | |
| 71,301 | | |
| 247,185 | | |
| 193,782 | |
| Gross margin | |
| 85.5 | % | |
| 84.7 | % | |
| 84.6 | % | |
| 83.5 | % |
| Operating income | |
| 19,445 | | |
| 13,479 | | |
| 41,179 | | |
| 18,238 | |
| Operating margin | |
| 18.2 | % | |
| 16.0 | % | |
| 14.1 | % | |
| 7.9 | % |
| Net (loss) income | |
| (207,093 | ) | |
| 6,500 | | |
| (302,276 | ) | |
| (66,453 | ) |
| Cash flow from operating activities | |
| 41,650 | | |
| 29,178 | | |
| 66,204 | | |
| 58,230 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Financial Data: | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
| 29,506 | | |
| 19,252 | | |
| 65,191 | | |
| 34,300 | |
| Operating margin | |
| 27.6 | % | |
| 22.9 | % | |
| 22.3 | % | |
| 14.8 | % |
| Net income | |
| 31,847 | | |
| 21,313 | | |
| 71,638 | | |
| 38,927 | |
| Adjusted EBITDA | |
| 31,334 | | |
| 20,792 | | |
| 70,584 | | |
| 39,220 | |
| Adjusted EBITDA margin | |
| 29.3 | % | |
| 24.7 | % | |
| 24.2 | % | |
| 16.9 | % |
Cellebrite DI Ltd.
Condensed Consolidated Balance Sheets
(U.S Dollars in thousands)
| | |
September 30, | | |
December 31, | |
| | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 136,349 | | |
$ | 189,517 | |
| Short-term deposits | |
| 143,372 | | |
| 74,713 | |
| Marketable securities | |
| 91,042 | | |
| 38,693 | |
| Trade receivables (net of allowance for credit losses of $2,095 and $1,583 as of September 30, 2024 and December 31, 2023, respectively) | |
| 93,728 | | |
| 77,269 | |
| Prepaid expenses and other current assets | |
| 20,668 | | |
| 26,400 | |
| Contract acquisition costs | |
| 6,570 | | |
| 5,550 | |
| Inventories | |
| 9,725 | | |
| 9,940 | |
| Total current assets | |
| 501,454 | | |
| 422,082 | |
| | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Other non-current assets | |
| 7,635 | | |
| 7,341 | |
| Marketable securities | |
| 42,834 | | |
| 28,859 | |
| Deferred tax assets, net | |
| 9,292 | | |
| 7,024 | |
| Property and equipment, net | |
| 15,918 | | |
| 15,896 | |
| Intangible assets, net | |
| 11,319 | | |
| 10,594 | |
| Operating lease right-of-use assets, net | |
| 12,080 | | |
| 14,260 | |
| Goodwill | |
| 28,714 | | |
| 26,829 | |
| Total non-current assets | |
| 127,792 | | |
| 110,803 | |
| Total assets | |
$ | 629,246 | | |
$ | 532,885 | |
| | |
| | | |
| | |
| Liabilities and shareholders’ equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Trade payables | |
$ | 7,276 | | |
$ | 8,282 | |
| Other accounts payable and accrued expenses | |
| 54,484 | | |
| 44,845 | |
| Deferred revenues | |
| 206,682 | | |
| 195,725 | |
| Operating lease liabilities | |
| 4,478 | | |
| 4,972 | |
| Total current liabilities | |
| 272,920 | | |
| 253,824 | |
| | |
| | | |
| | |
| Long-term liabilities | |
| | | |
| | |
| Other long-term liabilities | |
| 7,882 | | |
| 5,515 | |
| Deferred revenues | |
| 42,333 | | |
| 47,098 | |
| Restricted Sponsor Shares liability | |
| — | | |
| 47,247 | |
| Price Adjustment Shares liability | |
| — | | |
| 81,715 | |
| Derivative warrant liabilities | |
| — | | |
| 54,117 | |
| Operating lease liabilities | |
| 7,795 | | |
| 9,157 | |
| Total long-term liabilities | |
| 58,010 | | |
| 244,849 | |
| Total liabilities | |
| 330,930 | | |
| 498,673 | |
| | |
| | | |
| | |
| Shareholders’ equity | |
| | | |
| | |
| Share capital | |
| *) | | |
| *) | |
| Additional paid-in capital | |
| 482,118 | | |
| (84,896 | ) |
| Treasury share, NIS 0.00001 par value; 41,776 ordinary shares | |
| (85 | ) | |
| (85 | ) |
| Accumulated other comprehensive income | |
| 416 | | |
| 1,050 | |
| (Accumulated deficit) Retained earnings | |
| (184,133 | ) | |
| 118,143 | |
| Total shareholders’ equity | |
| 298,316 | | |
| 34,212 | |
| Total liabilities and shareholders’ equity | |
$ | 629,246 | | |
$ | 532,885 | |
Cellebrite DI Ltd.
Condensed Consolidated Statements of Income
(U.S Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30, | | |
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Revenue: | |
| | |
| | |
| | |
| |
| Subscription services | |
$ | 69,339 | | |
$ | 54,150 | | |
$ | 197,180 | | |
$ | 152,029 | |
| Term-license | |
| 24,038 | | |
| 19,130 | | |
| 60,787 | | |
| 49,739 | |
| Total subscription | |
| 93,377 | | |
| 73,280 | | |
| 257,967 | | |
| 201,768 | |
| Other non-recurring | |
| 3,938 | | |
| 4,185 | | |
| 10,992 | | |
| 9,075 | |
| Professional services | |
| 9,543 | | |
| 6,714 | | |
| 23,195 | | |
| 21,254 | |
| Total revenue | |
| 106,858 | | |
| 84,179 | | |
| 292,154 | | |
| 232,097 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | | |
| | |
| Subscription services | |
| 6,651 | | |
| 4,602 | | |
| 18,848 | | |
| 14,040 | |
| Term-license | |
| — | | |
| 4 | | |
| — | | |
| 6 | |
| Total subscription | |
| 6,651 | | |
| 4,606 | | |
| 18,848 | | |
| 14,046 | |
| Other non-recurring | |
| 3,415 | | |
| 3,515 | | |
| 11,335 | | |
| 9,422 | |
| Professional services | |
| 5,378 | | |
| 4,757 | | |
| 14,786 | | |
| 14,847 | |
| Total cost of revenue | |
| 15,444 | | |
| 12,878 | | |
| 44,969 | | |
| 38,315 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 91,414 | | |
$ | 71,301 | | |
$ | 247,185 | | |
$ | 193,782 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 25,926 | | |
| 20,451 | | |
| 72,816 | | |
| 62,635 | |
| Sales and marketing | |
| 32,486 | | |
| 26,873 | | |
| 96,865 | | |
| 81,219 | |
| General and administrative | |
| 13,557 | | |
| 10,498 | | |
| 36,325 | | |
| 31,690 | |
| Total operating expenses | |
$ | 71,969 | | |
$ | 57,822 | | |
$ | 206,006 | | |
$ | 175,544 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
$ | 19,445 | | |
$ | 13,479 | | |
$ | 41,179 | | |
$ | 18,238 | |
| Financial expense, net | |
| (223,982 | ) | |
| (6,630 | ) | |
| (337,060 | ) | |
| (81,456 | ) |
| (Loss) income before tax | |
| (204,537 | ) | |
| 6,849 | | |
| (295,881 | ) | |
| (63,218 | ) |
| Tax expense | |
| 2,556 | | |
| 349 | | |
| 6,395 | | |
| 3,235 | |
| Net (loss) income | |
$ | (207,093 | ) | |
$ | 6,500 | | |
$ | (302,276 | ) | |
$ | (66,453 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| (Losses) earnings per share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | (0.99 | ) | |
$ | 0.03 | | |
$ | (1.50 | ) | |
$ | (0.35 | ) |
| Diluted | |
$ | (0.99 | ) | |
$ | 0.03 | | |
$ | (1.50 | ) | |
$ | (0.35 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 208,705,089 | | |
| 191,567,601 | | |
| 201,488,572 | | |
| 188,697,934 | |
| Diluted | |
| 208,705,089 | | |
| 204,394,330 | | |
| 201,488,572 | | |
| 188,697,934 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive (loss) income: | |
| | | |
| | | |
| | | |
| | |
| Unrealized income (loss) on hedging transactions | |
| 102 | | |
| (85 | ) | |
| (748 | ) | |
| (59 | ) |
| Unrealized income on marketable securities | |
| 844 | | |
| 87 | | |
| 524 | | |
| 213 | |
| Currency translation adjustments | |
| (1,780 | ) | |
| 873 | | |
| (410 | ) | |
| (93 | ) |
| Total other comprehensive (loss) income, net of tax | |
| (834 | ) | |
| 875 | | |
| (634 | ) | |
| 61 | |
| Total other comprehensive (loss) income | |
$ | (207,927 | ) | |
$ | 7,375 | | |
$ | (302,910 | ) | |
$ | (66,392 | ) |
Cellebrite DI Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30, | | |
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Cash flow from operating activities: | |
| | |
| | |
| | |
| |
| Net (loss) income | |
$ | (207,093 | ) | |
$ | 6,500 | | |
$ | (302,276 | ) | |
$ | (66,453 | ) |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation and RSU’s | |
| 9,055 | | |
| 4,881 | | |
| 21,306 | | |
| 13,938 | |
| Amortization of premium, discount and accrued interest on marketable securities | |
| (736 | ) | |
| (337 | ) | |
| (2,038 | ) | |
| (798 | ) |
| Depreciation and amortization | |
| 2,622 | | |
| 2,380 | | |
| 7,878 | | |
| 7,396 | |
| Interest income from short-term deposits | |
| (2,430 | ) | |
| (1,845 | ) | |
| (7,900 | ) | |
| (4,242 | ) |
| Deferred tax assets, net | |
| (634 | ) | |
| 2,373 | | |
| (2,202 | ) | |
| 2,835 | |
| Remeasurement of warrant liability | |
| 71,271 | | |
| 2,054 | | |
| 110,664 | | |
| 24,317 | |
| Remeasurement of Restricted Sponsor Shares | |
| 37,906 | | |
| 2,647 | | |
| 65,889 | | |
| 22,740 | |
| Remeasurement of Price Adjustment Shares liabilities | |
| 120,008 | | |
| 4,779 | | |
| 173,051 | | |
| 41,376 | |
| (Increase) decrease in trade receivables | |
| (22,113 | ) | |
| (8,779 | ) | |
| (16,092 | ) | |
| 9,338 | |
| Increase in deferred revenue | |
| 20,117 | | |
| 13,312 | | |
| 5,062 | | |
| 23,867 | |
| Decrease (increase) in other non-current assets | |
| 589 | | |
| (4,779 | ) | |
| (294 | ) | |
| (5,841 | ) |
| Decrease (increase) in prepaid expenses and other current assets | |
| 3,334 | | |
| (1,412 | ) | |
| 6,086 | | |
| (7,036 | ) |
| Changes in operating lease assets | |
| 1,244 | | |
| 1,438 | | |
| 3,885 | | |
| 4,138 | |
| Changes in operating lease liability | |
| (1,019 | ) | |
| (1,564 | ) | |
| (3,561 | ) | |
| (4,526 | ) |
| (Increase) decrease in inventories | |
| (915 | ) | |
| (396 | ) | |
| 236 | | |
| (1,038 | ) |
| Increase (decrease) in trade payables | |
| 429 | | |
| 2,989 | | |
| (1,162 | ) | |
| 3,370 | |
| Increase (decrease) in other accounts payable and accrued expenses | |
| 9,184 | | |
| 4,904 | | |
| 5,864 | | |
| (4,837 | ) |
| Increase (decrease) in other long-term liabilities | |
| 831 | | |
| 33 | | |
| 1,808 | | |
| (314 | ) |
| Net cash provided by operating activities | |
| 41,650 | | |
| 29,178 | | |
| 66,204 | | |
| 58,230 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Purchases of property and equipment | |
| (1,820 | ) | |
| (1,082 | ) | |
| (5,388 | ) | |
| (2,971 | ) |
| Cash paid in conjunction with acquisitions, net of acquired cash | |
| (2,748 | ) | |
| — | | |
| (2,748 | ) | |
| — | |
| Purchase of intangible assets | |
| — | | |
| — | | |
| (904 | ) | |
| — | |
| Investment in marketable securities | |
| (13,428 | ) | |
| (15,000 | ) | |
| (112,710 | ) | |
| (42,005 | ) |
| Proceeds from maturity of marketable securities | |
| 13,550 | | |
| 14,550 | | |
| 48,986 | | |
| 44,057 | |
| Investment in short-term deposits | |
| (46,000 | ) | |
| (10,000 | ) | |
| (168,000 | ) | |
| (64,000 | ) |
| Redemption of short-term deposits | |
| 31,781 | | |
| 637 | | |
| 107,240 | | |
| 39,218 | |
| Net cash used in investing activities | |
| (18,665 | ) | |
| (10,895 | ) | |
| (133,524 | ) | |
| (25,701 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercise of options to shares | |
| 4,622 | | |
| 8,130 | | |
| 11,509 | | |
| 15,315 | |
| Proceeds from Employee Share Purchase Plan | |
| 864 | | |
| 686 | | |
| 2,370 | | |
| 1,920 | |
| Exercise of warrants | |
| 53 | | |
| — | | |
| 53 | | |
| — | |
| Redemption of warrants | |
| (11 | ) | |
| — | | |
| (11 | ) | |
| — | |
| Net cash provided by financing activities | |
| 5,528 | | |
| 8,816 | | |
| 13,921 | | |
| 17,235 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net increase (decrease) in cash and cash equivalents | |
| 28,513 | | |
| 27,099 | | |
| (53,399 | ) | |
| 49,764 | |
| Net effect of Currency Translation on cash and cash equivalents | |
| 880 | | |
| (535 | ) | |
| 231 | | |
| (343 | ) |
| Cash and cash equivalents at beginning of period | |
| 106,956 | | |
| 110,502 | | |
| 189,517 | | |
| 87,645 | |
| Cash and cash equivalents at end of period | |
$ | 136,349 | | |
$ | 137,066 | | |
$ | 136,349 | | |
$ | 137,066 | |
| | |
| | | |
| | | |
| | | |
| | |
| Supplemental cash flow information: | |
| | | |
| | | |
| | | |
| | |
| Income taxes paid | |
$ | 1,348 | | |
$ | 673 | | |
$ | 3,905 | | |
$ | 9,200 | |
| Non-cash activities | |
| | | |
| | | |
| | | |
| | |
| Operating lease liabilities arising from obtaining right of use assets | |
$ | 1,616 | | |
$ | — | | |
$ | 1,831 | | |
$ | 1,258 | |
| Reclassification of derivative warrants from liability to equity | |
$ | 164,770 | | |
$ | — | | |
$ | 164,770 | | |
$ | — | |
| Reclassification of Restricted Sponsor Shares from liability to equity | |
$ | 113,136 | | |
$ | — | | |
$ | 113,136 | | |
$ | — | |
| Reclassification of Price Adjustment Shares from liability to equity | |
$ | 254,766 | | |
$ | — | | |
$ | 254,766 | | |
$ | — | |
Cellebrite DI Ltd.
Reconciliation of GAAP to Non-GAAP Financial Information
(U.S Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30 | | |
September 30 | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Cost of revenue | |
$ | 15,444 | | |
$ | 12,878 | | |
$ | 44,969 | | |
$ | 38,315 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 559 | | |
| 435 | | |
| 1,652 | | |
| 1,235 | |
| Acquisition-related costs | |
| — | | |
| 12 | | |
| 2 | | |
| 39 | |
| Non-GAAP cost of revenue | |
$ | 14,885 | | |
$ | 12,431 | | |
$ | 43,315 | | |
$ | 37,041 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30 | | |
September 30 | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Gross profit | |
$ | 91,414 | | |
$ | 71,301 | | |
$ | 247,185 | | |
$ | 193,782 | |
| Share-based compensation | |
| 559 | | |
| 435 | | |
| 1,652 | | |
| 1,235 | |
| Acquisition-related costs | |
| — | | |
| 12 | | |
| 2 | | |
| 39 | |
| Non-GAAP gross profit | |
$ | 91,973 | | |
$ | 71,748 | | |
$ | 248,839 | | |
$ | 195,056 | |
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30 | | |
September 30 | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Operating expenses | |
$ | 71,969 | | |
$ | 57,822 | | |
$ | 206,006 | | |
$ | 175,544 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Issuance expenses | |
| — | | |
| — | | |
| — | | |
| (345 | ) |
| Share-based compensation | |
| 8,496 | | |
| 4,446 | | |
| 19,654 | | |
| 12,703 | |
| Amortization of intangible assets | |
| 794 | | |
| 840 | | |
| 2,485 | | |
| 2,476 | |
| Acquisition-related costs | |
| 212 | | |
| 40 | | |
| 219 | | |
| (46 | ) |
| Non-GAAP operating expenses | |
$ | 62,467 | | |
$ | 52,496 | | |
$ | 183,648 | | |
$ | 160,756 | |
| | |
| | | |
| | | |
| | | |
| | |
Cellebrite DI Ltd.
Reconciliation of GAAP to Non-GAAP Financial Information
(U.S Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30 | | |
September 30 | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Operating income | |
$ | 19,445 | | |
$ | 13,479 | | |
$ | 41,179 | | |
$ | 18,238 | |
| Issuance expenses | |
| — | | |
| — | | |
| — | | |
| (345 | ) |
| Share-based compensation | |
| 9,055 | | |
| 4,881 | | |
| 21,306 | | |
| 13,938 | |
| Amortization of intangible assets | |
| 794 | | |
| 840 | | |
| 2,485 | | |
| 2,476 | |
| Acquisition-related costs | |
| 212 | | |
| 52 | | |
| 221 | | |
| (7 | ) |
| Non-GAAP operating income | |
$ | 29,506 | | |
$ | 19,252 | | |
$ | 65,191 | | |
$ | 34,300 | |
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30 | | |
September 30 | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Net (loss) income | |
$ | (207,093 | ) | |
$ | 6,500 | | |
$ | (302,276 | ) | |
$ | (66,453 | ) |
| Issuance expenses | |
| — | | |
| — | | |
| — | | |
| (345 | ) |
| Share-based compensation | |
| 9,055 | | |
| 4,881 | | |
| 21,306 | | |
| 13,938 | |
| Amortization of intangible assets | |
| 794 | | |
| 840 | | |
| 2,485 | | |
| 2,476 | |
| Acquisition-related costs | |
| 212 | | |
| 52 | | |
| 221 | | |
| (7 | ) |
| Tax (income) expense | |
| (306 | ) | |
| (440 | ) | |
| 298 | | |
| 885 | |
| Finance expense from financial derivatives | |
| 229,185 | | |
| 9,480 | | |
| 349,604 | | |
| 88,433 | |
| Non-GAAP net income | |
$ | 31,847 | | |
$ | 21,313 | | |
$ | 71,638 | | |
$ | 38,927 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.15 | | |
$ | 0.10 | | |
$ | 0.34 | | |
$ | 0.19 | |
| Diluted | |
$ | 0.14 | | |
$ | 0.09 | | |
$ | 0.32 | | |
$ | 0.18 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 208,705,089 | | |
| 191,567,601 | | |
| 201,488,572 | | |
| 188,697,934 | |
| Diluted | |
| 226,882,633 | | |
| 204,394,330 | | |
| 215,424,847 | | |
| 202,899,131 | |
| | |
| | |
| | |
| | |
| |
| | |
For the three months ended | | |
For the nine months ended | |
| | |
September 30 | | |
September 30 | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Net (loss) income | |
$ | (207,093 | ) | |
$ | 6,500 | | |
$ | (302,276 | ) | |
$ | (66,453 | ) |
| Financial expense, net | |
| 223,982 | | |
| 6,630 | | |
| 337,060 | | |
| 81,456 | |
| Tax expense | |
| 2,556 | | |
| 349 | | |
| 6,395 | | |
| 3,235 | |
| Issuance expenses | |
| — | | |
| — | | |
| — | | |
| (345 | ) |
| Share-based compensation | |
| 9,055 | | |
| 4,881 | | |
| 21,306 | | |
| 13,938 | |
| Amortization of intangible assets | |
| 794 | | |
| 840 | | |
| 2,485 | | |
| 2,476 | |
| Acquisition-related costs | |
| 212 | | |
| 52 | | |
| 221 | | |
| (7 | ) |
| Depreciation expenses | |
| 1,828 | | |
| 1,540 | | |
| 5,393 | | |
| 4,920 | |
| Adjusted EBITDA | |
$ | 31,334 | | |
$ | 20,792 | | |
$ | 70,584 | | |
$ | 39,220 | |
Cellebrite Digital Intel... (NASDAQ:CLBTW)
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From Oct 2024 to Nov 2024
Cellebrite Digital Intel... (NASDAQ:CLBTW)
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From Nov 2023 to Nov 2024
