SecProbe.io

United States securities and exchange commission logo
March 29, 2023
Sagi Niri
Chief Financial Officer
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, Israel, 6789124
Re:Tremor International Ltd.
Form 20-F for the year ended December 31, 2022
Filed March 7, 2023
Form 6-K Submitted March 7, 2023
File No. 001-40504
Dear Sagi Niri:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the year ended December 31, 2022
Presentation of Financial and Other Information, page 3
1.We note your disclosure of net cash excludes amounts for server leases; however, we are
unable to locate the amount of server leases.  Please revise to quantify the amount of
server leases.
Item 5. Operating and Financial Review and Prospects
Key Performance Indicators and Other Operating Metrics
Key Operating Metrics, page 52
2.We note your disclosure of contribution ex-TAC per active customer-organic.  This
measure appears to exclude Amobee per your disclosure on page 44.  Please revise to
disclose what this measure reflects and how it is calculated.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 March 29, 2023 Page 2
 FirstName LastName
Sagi Niri
Tremor International Ltd.
March 29, 2023
Page 2
Notes to Consolidated Financial Statements
Note 7: Intangible assets, net, page F-40
3.Please revise to disclose the amount by which the recoverable amount of goodwill
exceeded its carrying amount.  Refer to IAS 36.134(f), as well as your response to prior
comment 16 from the response letter dated April 13, 2021.
Form 6-K Submitted March 7, 2023
General
4.We note here that you reconcile Adjusted EBITDA to IFRS net income.  However, you
define Adjusted EBITDA both here and in your Form 20-F as beginning with IFRS
comprehensive income and reconcile it to IFRS comprehensive income in the Form 20-F.
Please revise to consistently define and reconcile this measure to the most comparable
IFRS measure.
5.We note you disclose Adjusted EBITDA margin on a reported revenue basis and on a
contribution ex-TAC basis in the Financial Summary.  Please revise the Fourth Quarter
and Full Year 2022 Financial Highlights table to clearly label the Adjusted EBITDA
margin as being on an ex-TAC basis, and ensure that any references to this measure are
clearly labeled as ex-TAC versus those that are calculated on an as reported revenue
basis.
6.Please revise to disclose Net Income margin, the most directly comparable IFRS measure
for Adjusted EBITDA margin-reported revenue.  Also, revise to disclose the most directly
comparable IFRS measure for Adjusted EBITDA Margin-ex-TAC which appears to be
Net Income to IFRS Gross Profit.  Refer to Regulation G.
7.We note the adjustment for “acquisition and related items, including amortization of
acquired intangibles and restructuring” in your non-IFRS net income reconciliation.
Please revise to break this adjustment out between the separate components (e.g.
acquisition costs, restructuring costs, amortization of acquired intangibles, etc) either
within the reconciliation or in a footnote to the table.  Please provide us with your
proposed disclosure.
8.We note your discussion related to generating record CTV spend in both fourth quarter
and fiscal year 2022, and your reference to PMP spend increasing by 160% during fourth
quarter 2022 compared to fourth quarter 2021.  Please revise to include a definition of
both CTV and PMP spend and explain to us how you determine these amounts.  If these
are non-IFRS measures, revise to include the information required by Regulation G.
Please provide us with your proposed disclosures.

 FirstName LastNameSagi Niri
 Comapany NameTremor International Ltd.
 March 29, 2023 Page 3
 FirstName LastName
Sagi Niri
Tremor International Ltd.
March 29, 2023
Page 3
9.We note your reference to achieving a net retention rate of 80% during 2022, which
appears to be the same as the contribution ex-TAC retention rate metric defined and
disclosed in your Form 20-F on pages 3 and 52.  If true, please revise to consistently refer
to this metric in all filings and earnings releases.
10.We note you expect revenue from your core business, focused on programmatic activities,
will grow approximately 5% in 2023 on a combined pro forma basis.  Please explain what
you mean by “combined pro forma basis.”
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Brittany Ebbertt, Senior Staff Accountant, at 202-551-3572 or Christine
Dietz, Senior Staff Accountant, at 202-551-3408 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology