Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2022 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Perion Network Ltd. |
Entity Central Index Key | 0001338940 |
Current Fiscal Year End Date | --12-31 |
Document Type | 6-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 2022 |
Document Fiscal Period Focus | Q2 |
Document Fiscal Year Focus | 2022 |
Entity File Number | 000-51694 |
Entity Address, Address Line One | 1 Azrieli Center, Building A, 4th Floor |
Entity Address, Address Line Two | 26 HaRokmim Street |
Entity Address, City or Town | Holon |
Entity Address Country | IL |
Entity Address, Postal Zip Code | 5885849 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 102,398 | $ 104,446 |
Restricted cash | 1,039 | 1,089 |
Short-term bank deposits | 250,600 | 217,200 |
Accounts receivable (net of allowance of $737 and $891 at June 30, 2022 and December 31, 2021, respectively) | 86,251 | 115,361 |
Prepaid expenses and other current assets | 11,809 | 8,075 |
Total Current Assets | 452,097 | 446,171 |
Long-Term Assets: | ||
Property and equipment, net | 3,935 | 4,211 |
Operating lease right-of-use assets | 9,961 | 11,578 |
Intangible assets, net | 51,099 | 56,700 |
Goodwill | 189,265 | 189,265 |
Deferred Taxes Non Current | 5,398 | 5,228 |
Other assets | 70 | 79 |
Total Long-Term Assets | 259,728 | 267,061 |
Total Assets | 711,825 | 713,232 |
Current Liabilities: | ||
Accounts payable | 96,687 | 107,730 |
Accrued expenses and other liabilities | 25,314 | 40,331 |
Short-term operating lease liability | 3,251 | 3,615 |
Deferred revenues | 2,560 | 3,852 |
Payment Obligation Related To Acquisition | 37,724 | 38,179 |
Total Current Liabilities | 165,536 | 193,707 |
Long-Term Liabilities: | ||
Payment Obligation Related To Acquisition Non Current | 21,491 | 33,250 |
Long-term operating lease liability | 7,663 | 9,774 |
Other long-term liabilities | 9,935 | 9,541 |
Total Long-Term Liabilities | 39,089 | 52,565 |
Total Liabilities | 204,625 | 246,272 |
Commitments and Contingencies | ||
Shareholders' equity: | ||
Ordinary shares of ILS 0.03 par value - Authorized: 60,000,000 shares; Issued: 44,778,307 and 43,812,062 as of June 30, 2022 and, December 31, 2021 respectively; Outstanding: 44,662,968 and 43,696,723 shares as of June 30, 2022 and, December 31, 2021, respectively | 379 | 375 |
Additional paid-in capital | 502,573 | 496,154 |
Treasury shares at cost (115,339 shares as of June 30, 2022 and December 31, 2021) | (1,002) | (1,002) |
Accumulated other comprehensive loss | (1,277) | (128) |
Retained earnings (accumulated deficit) | 6,527 | (28,439) |
Total Shareholders' Equity | 507,200 | 466,960 |
Total Liabilities and Shareholders' Equity | $ 711,825 | $ 713,232 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Jun. 30, 2022 ₪ / shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 ₪ / shares | Dec. 31, 2021 USD ($) shares |
Statement of Financial Position [Abstract] | ||||
Accounts receivable, allowance for doubtful accounts | $ | $ 737 | $ 891 | ||
Ordinary shares, par value per share | ₪ / shares | ₪ 0.03 | ₪ 0.03 | ||
Ordinary shares, shares authorized | 60,000,000 | 60,000,000 | ||
Ordinary shares, shares issued | 44,778,307 | 43,812,062 | ||
Ordinary shares, shares outstanding | 44,662,968 | 43,696,723 | ||
Treasury shares | 115,339 | 115,339 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||
Display Advertising | $ 150,154 | $ 96,166 |
Search Advertising | 121,817 | 103,328 |
Total Revenues | 271,971 | 199,494 |
Costs and Expenses: | ||
Cost Of Revenue Expenses | 13,474 | 11,595 |
Customer Acquisition Costs | 156,930 | 121,086 |
Research and development | 17,369 | 17,473 |
Selling and marketing | 27,293 | 23,484 |
General and administrative | 12,134 | 8,760 |
Depreciation and amortization | 6,393 | 4,377 |
Total Costs and Expenses | 233,593 | 186,775 |
Income from Operations | 38,378 | 12,719 |
Financial expense (income), net | (1,507) | 105 |
Income before Taxes on income | 39,885 | 12,614 |
Taxes on income | 4,919 | 2,225 |
Net Income | $ 34,966 | $ 10,389 |
Net Earnings per Share | ||
Basic | $ 0.79 | $ 0.31 |
Diluted | $ 0.74 | $ 0.29 |
Weighted average number of shares | ||
Basic | 44,238,414 | 33,116,072 |
Diluted | 47,210,769 | 36,289,802 |
INTERIM CONSOLIDATED STATEMENT
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 34,966 | $ 10,389 |
Other comprehensive loss: | ||
Change in foreign currency translation | (435) | (104) |
Cash Flow Hedge: | ||
Unrealized gain (loss) from cash-flow hedges, net of taxes | (1,109) | 3 |
Less: reclassification adjustment for net losses included in net income | 395 | 11 |
Net change | (714) | 14 |
Other comprehensive loss: | (1,149) | (90) |
Comprehensive Income | $ 33,817 | $ 10,299 |
INTERIM STATEMENTS OF CHANGES I
INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital [Member] | Accumulated other comprehensive income (loss) [Member] | Retained earnings (accumulated deficit) [Member] | Treasury shares [Member] | Total | |
Balance at Dec. 31, 2020 | $ 224 | $ 251,933 | $ 112 | $ (67,145) | $ (1,002) | $ 184,122 | |
Balance, shares at Dec. 31, 2020 | 27,351,974 | ||||||
Issuance of shares - Offering | [1] | $ 52 | 60,908 | 60,960 | |||
Issuance of shares - Offering, shares | [1] | 5,738,500 | |||||
Stock-based compensation | 1,989 | 1,989 | |||||
Proceeds from exercise of stock-based compensation | $ 11 | 3,860 | 3,871 | ||||
Proceeds from exercise of stock-based compensation, shares | 1,335,337 | ||||||
Other comprehensive loss | (90) | (90) | |||||
Net Income | 10,389 | 10,389 | |||||
Balance at Jun. 30, 2021 | $ 287 | 318,690 | 22 | (56,756) | (1,002) | 261,241 | |
Balance, shares at Jun. 30, 2021 | 34,425,811 | ||||||
Issuance of shares - Offering | [1] | $ 81 | 169,448 | 169,529 | |||
Issuance of shares - Offering, shares | [1] | 8,372,092 | |||||
Stock-based compensation | 4,996 | 4,996 | |||||
Proceeds from exercise of stock-based compensation | $ 7 | 3,020 | 3,027 | ||||
Proceeds from exercise of stock-based compensation, shares | 898,820 | ||||||
Other comprehensive loss | (150) | (150) | |||||
Net Income | 28,317 | 28,317 | |||||
Balance at Dec. 31, 2021 | $ 375 | 496,154 | (128) | (28,439) | (1,002) | $ 466,960 | |
Balance, shares at Dec. 31, 2021 | 43,696,723 | 43,696,723 | |||||
Stock-based compensation | 5,129 | $ 5,129 | |||||
Proceeds from exercise of stock-based compensation | $ 4 | 1,290 | 1,294 | ||||
Proceeds from exercise of stock-based compensation, shares | 966,245 | ||||||
Other comprehensive loss | (1,149) | (1,149) | |||||
Net Income | 34,966 | 34,966 | |||||
Balance at Jun. 30, 2022 | $ 379 | $ 502,573 | $ (1,277) | $ 6,527 | $ (1,002) | $ 507,200 | |
Balance, shares at Jun. 30, 2022 | 44,662,968 | 44,662,968 | |||||
[1]Net of issuance expenses |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Cash flows from operating activities: | |||
Net Income | $ 34,966 | $ 28,317 | $ 10,389 |
Adjustments required to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 6,393 | 4,377 | |
Stock-based compensation expense | 5,129 | 1,989 | |
Foreign currency translation | (174) | (89) | |
Accrued interest, net | (1,181) | (167) | |
Deferred taxes, net | (248) | 295 | |
Accrued severance pay, net | 503 | 198 | |
Gain from sale of property and equipment | (6) | (11) | |
Net changes in operating assets and liabilities | |||
Accounts receivable, net | 29,012 | 13,547 | |
Prepaid expenses and other current assets | (2,686) | (1,689) | |
Other assets | 8 | 101 | |
Increase Decrease In Operating Lease Right Of Use Assets | 1,617 | 6,234 | |
Operating Lease liabilities | (2,475) | (6,448) | |
Accounts payable | (11,102) | 2,647 | |
Accrued expenses and other liabilities | (6,069) | (2,672) | |
Deferred revenues | (1,289) | (1,390) | |
Payment obligation related to acquisition | (3,123) | 785 | |
Net cash provided by operating activities | 49,275 | 28,096 | |
Cash flows from investing activities: | |||
Purchases of property and equipment, net of sales | (435) | (357) | |
Proceeds from sale of property and equipment | 6 | 2 | |
Short-term deposits, net | (33,400) | (70,300) | |
Cash paid in connection with acquisitions, net of cash acquired | (9,570) | (3,438) | |
Net cash used in investing activities | (43,399) | (74,093) | |
Cash flows from financing activities: | |||
Proceeds from follow-on offering, net | 0 | 60,960 | |
Proceeds from exercise of stock-based compensation | 1,294 | 3,871 | |
Payments of contingent consideration | (9,091) | 0 | |
Repayment of long-term loans | 0 | (8,333) | |
Net cash provided by (used in) financing activities | (7,797) | 56,498 | |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (177) | (3) | |
Net increase (decrease) in cash and cash equivalents and restricted cash | (2,098) | 10,498 | |
Cash and cash equivalents and restricted cash at beginning of period | 105,535 | 59,376 | 48,878 |
Total cash, cash equivalents, and restricted cash | 103,437 | 105,535 | 59,376 |
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheet | |||
Cash and cash equivalents | 102,398 | 104,446 | 58,154 |
Restricted cash | 1,039 | 1,222 | |
Total cash, cash equivalents, and restricted cash | 103,437 | $ 105,535 | 59,376 |
Cash paid during the period for: | |||
Income taxes | 4,159 | 1,088 | |
Interest | 3 | 195 | |
Non-cash investing and financing activities: | |||
Purchase of property and equipment on credit | $ 83 | $ 20 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1: GENERAL Perion Network Ltd. ("Perion") and its wholly-owned subsidiaries (collectively referred to as the "Company"), is a global technology innovator in the digital advertising ecosystem, providing brands, agencies and publishers with holistic solutions to identify and reach their most valuable customers – across all channels – with high-impact creative units. These are orchestrated by Perion’s proprietary intelligent Hub (iHUB), which connects the supply and demand sides of the marketplace, and as a result is capable of bringing Perion and its client’s significant efficiencies. On October 4, 2021, the Company completed the acquisition of Vidazoo Ltd. (see Note 3). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES a. Basis of presentation of the Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022 (the "Annual Report"). The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. b. There have been no changes to the significant accounting policies described in the Annual Report that have had a material impact on the unaudited interim consolidated financial statements and related notes. c. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company's management evaluates its estimates, including those related to sales allowances and allowance for credit losses, fair value of intangible assets and goodwill, useful lives of intangible assets, fair value of share-based awards, realizability of deferred tax assets, tax uncertainties, and contingent liabilities, among others. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable which are the basis for making judgments about the carrying values of the Company’s assets and liabilities. d. Revenue recognition The Company evaluates whether Search Advertising and Display Advertising Revenues should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to publishers. In making that evaluation, the Company considers whether it controls the promised good or service before transferring that good or service to the customer. The Company considers indicators such as whether the Company is the primary obligor in the arrangement and assumes risks and rewards as a principal or an agent, including the credit risk, whether the Company has latitude in establishing prices and selecting its suppliers and whether it changes the products or performs part of the service. The evaluation of these factors is subject to significant judgment and subjectivity. Generally, in cases in which the Company is primarily obligated in a transaction, is subject to risk, involved in the determination of the product (or the service) specifications separately negotiates each revenue service agreement or publisher agreement and can have several additional indicators, revenue is recorded on a gross basis. Contract balances are presented separately on the consolidated balance sheets as either Accounts receivable or Deferred revenues. The Company does not have contract assets. Accounts receivable includes amounts billed and currently due from customers. Deferred revenues are recorded when payments are received from customers in advance of the Company's rendering of services. e. Recent Accounting Pronouncements not yet adopted In October 2021 the FASB ASU 2021-08, Topic 805 “Business Combinations” – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the new guidance on its consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3: ACQUISITIONS On October 4, 2021, the Company consummated the acquisition of Vidazoo Ltd., also known as “Vidazoo” (the “Vidazoo Acquisition”), a leading video technology company that enables both advertisers and publishers to deliver high impact content and advertising to consumers. The total consideration for the acquisition was $77,748, comprised of $35,000 paid in cash at closing, contingent consideration (with a maximum amount of up to $58,545), tied to financial targets over a period of 2.25 years, estimated at fair value of $36,613 on the acquisition date, and a net working capital in the amount of $6,135 which will be set-off against collection. As of June 30, 2022, the contingent consideration is estimated at fair value of $33,059. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Of Financial Instruments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 4: FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of financial instruments carried at cost, including cash and cash equivalents, short-term deposits, restricted cash, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and other liabilities approximate their fair value due to the short-term maturities of such instruments. The following table present liabilities measured at fair value on a recurring basis as of June 30, 2022: June 30, 2022 Fair value measurements using input type Level 1 Level 2 Level 3 Total Liabilities: Derivative liability - 639 - 639 Contingent consideration in connection to the acquisitions - - 54,720 54,720 Total financial liabilities $ - $ 639 $ 54,720 $ 55,359 The following table present liabilities measured at fair value on a recurring basis as of December 31, 2021: December 31, 2021 Fair value measurements using input type Level 1 Level 2 Level 3 Total Assets: Derivative assets $ - $ 75 $ - $ 75 Total financial assets $ - $ 75 $ - $ 75 Liabilities: Contingent consideration in connection to the acquisitions - - 63,550 63,550 Total financial liabilities $ - $ - $ 63,550 $ 63,550 The following table sets forth a summary of the changes in the fair value of the contingent consideration: Fair value as of December 31, 2021 $ 63,550 Payments of contingent consideration (9,091 ) Revaluation of acquisition related contingent consideration 261 Fair value as of June 30, 2022 $ 54,720 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 5: GOODWILL AND INTANGIBLE ASSETS, NET a. Goodwill The changes in the net carrying amount of goodwill in 2021 and six months ended June 30, 2022 were as follows: Balance as of January 1, 2021 $ 152,303 Acquisition of Vidazoo $ 36,962 Balance as of December 31, 2021 $ 189,265 Balance as of June 30, 2022 $ 189,265 Goodwill has been recorded as a result of prior acquisitions and represents excess of the consideration over the net fair value of the assets of the businesses acquired. As of June 30, 2022, the Company had two reporting units – Display Advertising and Search Advertising. The Company performs tests for impairment of goodwill at the reporting unit level at least annually, or more frequently if events or changes in circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying value. As of June 30, 2022, the Company determined that there were no indicators of potential impairment with regards to its reporting units which required interim goodwill impairment analysis. b. Intangible assets, net The following is a summary of intangible assets as of June 30, 2022: December 31, 2021 Amortization June 30, 2022 Acquired technology $ 84,417 $ - $ 84,417 Accumulated amortization (31,137 ) (4,431 ) (35,568 ) Impairment (8,749 ) - (8,749 ) Acquired technology, net 44,531 ( 4,431 ) 40,100 Customer relationships 45,054 - 45,054 Accumulated amortization (23,218 ) (1,050 ) (24,268 ) Impairment (10,426 ) - (10,426 ) Customer relationships, net 11,410 ( 1,050 ) 10,360 Tradename and other 18,503 - 18,503 Accumulated amortization (12,634 ) (120 ) (12,754 ) Impairment (5,110 ) - (5,110 ) Tradename and other, net 759 ( 120 ) 639 Intangible assets, net $ 56,700 $ ( 5,601 ) $ 51,099 The following is a summary of intangible assets as of December 31, 2021: December 31, 2020 Additions Amortization December 31, 2021 Acquired technology $ 53,412 $ 31,005 $ - $ 84,417 Accumulated amortization (25,548 ) - (5,589 ) (31,137 ) Impairment (8,749 ) - - (8,749 ) Acquired technology, net 19,115 31,005 ( 5,589 ) 44,531 Customer relationships 36,860 8,194 - 45,054 Accumulated amortization (22,161 ) - (1,057 ) (23,218 ) Impairment (10,426 ) - - (10,426 ) Customer relationships, net 4,273 8,194 ( 1,057 ) 11,410 Tradename and other 18,503 - - 18,503 Accumulated amortization (12,405 ) - (229 ) (12,634 ) Impairment (5,110 ) - - (5,110 ) Tradename and other, net 988 - ( 229 ) 759 Intangible assets, net $ 24,376 $ 39,199 $ ( 6,875 ) $ 56,700 |
SHORT-TERM AND LONG-TERM DEBT
SHORT-TERM AND LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SHORT-TERM AND LONG-TERM DEBT | NOTE 6: SHORT-TERM AND LONG-TERM DEBT On December 17, 2018, ClientConnect Ltd., a former Israeli subsidiary of Perion, which merged into Perion on June 30, 2020, executed a new loan facility, in the amount of $25,000. Proceeds of the loan facility were applied to refinancing of the existing debt as well as the debt of Undertone, a US subsidiary of Perion. ClientConnect's obligations under the facility were assumed by Perion in the context of the merger. Principal on the loan is payable in twelve equal quarterly instalments beginning March 2019 and maturing on December 31, 2021. The interest on the loan is at the rate of three-month LIBOR plus 5.7% per annum, payable quarterly. The credit facility is secured by liens on the assets of Perion and Undertone and is guaranteed by Undertone. The guarantee by Undertone is limited to $33,000. Financial covenants for the loan facility are tested at the level of Perion on a consolidated basis. On March 8, 2021, the Company early repaid the full amount of its loan facility with bank Mizrachi of a principal amount of $8,333 together with the accumulated interest up to this date as per the agreement. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | NOTE 7: COMMITMENTS AND CONTINGENT LIABILITIES Legal Matters On December 22, 2015, Adtile Technologies Inc. filed a lawsuit against the Company and Intercept Interactive Inc. (“Intercept”), a subsidiary of Interactive Holding Corp., in the United States District Court for the District of Delaware. The lawsuit alleges various causes of action against Perion and Undertone related to Undertone’s alleged unauthorized use and misappropriation of Adtile’s proprietary information and trade secrets. Adtile is seeking injunctive relief and, unspecified monetary damages. On June 23, 2016, the court denied Adtile’s motion for a preliminary injunction. On June 24, 2016, the court (i) granted the Company’s motion to dismiss, and (ii) granted Intercept’s motion to stay the action and compel arbitration. In November 2017, the court dismissed the case for administrative reasons, since Adtile had not commenced arbitration proceedings. The Company is still unable to predict the outcome or range of possible loss as of the date of these financial statements, since to date Adtile had not commenced arbitration procedures. Regardless, the Company believes it has strong defenses against this lawsuit and intends to defend against it vigorously. In addition, from time to time, the Company is party to other various legal proceedings, claims and litigation that arise in the ordinary course of business. It is the opinion of management that the ultimate outcome of these matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 8: SHAREHOLDERS' EQUITY a. Ordinary shares The ordinary shares of the Company entitle their holders to voting rights, the right to receive cash dividend and the right to a share in excess assets upon liquidation of the Company. b. Stock Options, Restricted Share Units and Warrants In 2003, the Company's Board of Directors approved the 2003 Equity Incentive Plan (the "Plan") for an initial term of ten years from adoption and on December 9, 2012, extended the term of the Plan for an additional ten years. On August 7, 2013, the Company’s Board of Directors approved amendments to the Plan which include the ability to grant RSUs and restricted shares. The contractual term of the stock options is generally no more than seven years and the vesting period of the options and RSUs granted under the Plan is between one As of June 30, 2022, there were 235,394 ordinary shares reserved for future stock-based awards under the Plan. The following table summarizes the activities for the Company’s service-based stock options for the six months ended June 30, 2022: Weighted average Number of options Exercise price Remaining contractual term (in years) Aggregate intrinsic value Outstanding at January 1, 2022 3,574,401 $ 2.46 45.90 $ 77,173 Granted 302,514 (* ) - - Exercised (739,748 ) 1.76 - 14,560 Cancelled (81,087 ) 4.34 - - Outstanding at June 30, 2022 3,056,080 $ 2.34 47.78 $ 48,471 Exercisable at June 30, 2022 935,057 $ 5.16 3.50 $ 12,198 Vested and expected to vest at June 30, 2022 3,175,094 $ 2.36 1.57 $ 50,363 (*) Represents an amount less than $1 The following table summarizes the activities for the Company’s performance-based stock options for the six months ended June 30, 2022: Weighted average Number of options Exercise price Remaining contractual term (in years) Aggregate intrinsic value Outstanding at January 1, 2022 903,900 $ 2.37 46.16 $ 19,599 Granted 177,344 ( * ) - - Exercised (226,497 ) ( * ) - 4,929 Cancelled (8,688 ) ( * ) - - Outstanding at June 30, 2022 846,059 $ 2.53 43.53 $ 13,241 Exercisable at June 30, 2022 300,000 $ 5.35 5.08 $ 3,849 Vested and expected to vest at June 30, 2022 830,218 $ 2.58 2.45 $ 12,953 (*) Represents an amount less than $1 The performance-based stock options’ vesting is contingent upon achieving specific financial targets of the Company, set at the grant date. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9: INCOME TAXES The Company had a tax expense of $4,919 and $2,225 for the six months ended June 30, 2022 and 2021, respectively. The variations in the tax expenses between the periods are significantly impacted by increases in tax deductible intangible assets and the impact of foreign exchange fluctuations on non-USD tax assets and liabilities. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10: EARNINGS PER SHARE The table below presents the computation of basic and diluted net earnings per common share: Six months ended June 30, 2022 2021 Numerator: Net income attributable to ordinary shares – basic and diluted $ 34,966 $ 10,389 Denominator: Number of ordinary shares outstanding during the year 44,238,414 33,116,072 Weighted average effect of dilutive securities: Employee options and restricted share units 2,972,355 3,173,730 Diluted number of ordinary shares outstanding 47,210,769 36,289,802 Basic net earnings per ordinary share $ 0.79 $ 0.31 Diluted net earnings per ordinary share $ 0.74 $ 0.29 Potential ordinary shares equivalents excluded because their effect would have been anti-dilutive 929,784 996,486 |
MAJOR CUSTOMER
MAJOR CUSTOMER | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMER | NOTE 11: MAJOR CUSTOMER A substantial portion of the Company's revenue is derived from search fees and online advertising, the market for which is highly competitive and rapidly changing. Significant changes in this industry or in customer buying behavior would adversely affect the Company’s operating results. The following table sets forth the customers that represent 10% or more of the Company’s total revenues in each of the periods presented below: Six months ended June 30, 2022 2021 Customer A 35 % 45 % |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 12: GEOGRAPHIC INFORMATION The following table presents the total revenues for six months ended June 30, 2022 and 2021, allocated to the geographic areas in which they were generated: Six months ended June 30, 2022 2021 North America (mainly U.S.) $ 234,918 $ 167,552 Europe 30,767 28,525 Other 6,286 3,417 $ 271,971 $ 199,494 The following table presents the locations of the Company’s long-lived assets as of June 30, 2022 and December 31, 2021: June 30, December 31, 2022 2021 Israel $ 7,231 $ 8,049 U.S. 6,489 7,524 Europe 176 216 $ 13,896 $ 15,789 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | a. Basis of presentation of the Financial Statements The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022 (the "Annual Report"). The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year. b. There have been no changes to the significant accounting policies described in the Annual Report that have had a material impact on the unaudited interim consolidated financial statements and related notes. |
Use of estimates | c. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates, judgments and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from those estimates. On an ongoing basis, the Company's management evaluates its estimates, including those related to sales allowances and allowance for credit losses, fair value of intangible assets and goodwill, useful lives of intangible assets, fair value of share-based awards, realizability of deferred tax assets, tax uncertainties, and contingent liabilities, among others. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable which are the basis for making judgments about the carrying values of the Company’s assets and liabilities. |
Revenue recognition | d. Revenue recognition The Company evaluates whether Search Advertising and Display Advertising Revenues should be presented on a gross basis, which is the amount that a customer pays for the service, or on a net basis, which is the amount of the customer payment less amounts the Company pays to publishers. In making that evaluation, the Company considers whether it controls the promised good or service before transferring that good or service to the customer. The Company considers indicators such as whether the Company is the primary obligor in the arrangement and assumes risks and rewards as a principal or an agent, including the credit risk, whether the Company has latitude in establishing prices and selecting its suppliers and whether it changes the products or performs part of the service. The evaluation of these factors is subject to significant judgment and subjectivity. Generally, in cases in which the Company is primarily obligated in a transaction, is subject to risk, involved in the determination of the product (or the service) specifications separately negotiates each revenue service agreement or publisher agreement and can have several additional indicators, revenue is recorded on a gross basis. Contract balances are presented separately on the consolidated balance sheets as either Accounts receivable or Deferred revenues. The Company does not have contract assets. Accounts receivable includes amounts billed and currently due from customers. Deferred revenues are recorded when payments are received from customers in advance of the Company's rendering of services. |
Recent Accounting Pronouncements not yet adopted | e. Recent Accounting Pronouncements not yet adopted In October 2021 the FASB ASU 2021-08, Topic 805 “Business Combinations” – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. To achieve this, an acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired revenue contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently assessing the impact of the new guidance on its consolidated financial statements. |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Of Financial Instruments Tables Abstract | |
Schedule of Fair Value Measurements | The following table present liabilities measured at fair value on a recurring basis as of June 30, 2022: June 30, 2022 Fair value measurements using input type Level 1 Level 2 Level 3 Total Liabilities: Derivative liability - 639 - 639 Contingent consideration in connection to the acquisitions - - 54,720 54,720 Total financial liabilities $ - $ 639 $ 54,720 $ 55,359 The following table present liabilities measured at fair value on a recurring basis as of December 31, 2021: December 31, 2021 Fair value measurements using input type Level 1 Level 2 Level 3 Total Assets: Derivative assets $ - $ 75 $ - $ 75 Total financial assets $ - $ 75 $ - $ 75 Liabilities: Contingent consideration in connection to the acquisitions - - 63,550 63,550 Total financial liabilities $ - $ - $ 63,550 $ 63,550 |
Schedule of changes in fair value of contingent consideration | Fair value as of December 31, 2021 $ 63,550 Payments of contingent consideration (9,091 ) Revaluation of acquisition related contingent consideration 261 Fair value as of June 30, 2022 $ 54,720 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The changes in the net carrying amount of goodwill in 2021 and six months ended June 30, 2022 were as follows: Balance as of January 1, 2021 $ 152,303 Acquisition of Vidazoo $ 36,962 Balance as of December 31, 2021 $ 189,265 Balance as of June 30, 2022 $ 189,265 |
Schedule of Other Intangible Assets | The following is a summary of intangible assets as of June 30, 2022: December 31, 2021 Amortization June 30, 2022 Acquired technology $ 84,417 $ - $ 84,417 Accumulated amortization (31,137 ) (4,431 ) (35,568 ) Impairment (8,749 ) - (8,749 ) Acquired technology, net 44,531 ( 4,431 ) 40,100 Customer relationships 45,054 - 45,054 Accumulated amortization (23,218 ) (1,050 ) (24,268 ) Impairment (10,426 ) - (10,426 ) Customer relationships, net 11,410 ( 1,050 ) 10,360 Tradename and other 18,503 - 18,503 Accumulated amortization (12,634 ) (120 ) (12,754 ) Impairment (5,110 ) - (5,110 ) Tradename and other, net 759 ( 120 ) 639 Intangible assets, net $ 56,700 $ ( 5,601 ) $ 51,099 The following is a summary of intangible assets as of December 31, 2021: December 31, 2020 Additions Amortization December 31, 2021 Acquired technology $ 53,412 $ 31,005 $ - $ 84,417 Accumulated amortization (25,548 ) - (5,589 ) (31,137 ) Impairment (8,749 ) - - (8,749 ) Acquired technology, net 19,115 31,005 ( 5,589 ) 44,531 Customer relationships 36,860 8,194 - 45,054 Accumulated amortization (22,161 ) - (1,057 ) (23,218 ) Impairment (10,426 ) - - (10,426 ) Customer relationships, net 4,273 8,194 ( 1,057 ) 11,410 Tradename and other 18,503 - - 18,503 Accumulated amortization (12,405 ) - (229 ) (12,634 ) Impairment (5,110 ) - - (5,110 ) Tradename and other, net 988 - ( 229 ) 759 Intangible assets, net $ 24,376 $ 39,199 $ ( 6,875 ) $ 56,700 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Schedule of Stock Option Activity | The following table summarizes the activities for the Company’s service-based stock options for the six months ended June 30, 2022: Weighted average Number of options Exercise price Remaining contractual term (in years) Aggregate intrinsic value Outstanding at January 1, 2022 3,574,401 $ 2.46 45.90 $ 77,173 Granted 302,514 (* ) - - Exercised (739,748 ) 1.76 - 14,560 Cancelled (81,087 ) 4.34 - - Outstanding at June 30, 2022 3,056,080 $ 2.34 47.78 $ 48,471 Exercisable at June 30, 2022 935,057 $ 5.16 3.50 $ 12,198 Vested and expected to vest at June 30, 2022 3,175,094 $ 2.36 1.57 $ 50,363 (*) Represents an amount less than $1 |
Service Based Stock Options [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for the Company’s performance-based stock options for the six months ended June 30, 2022: Weighted average Number of options Exercise price Remaining contractual term (in years) Aggregate intrinsic value Outstanding at January 1, 2022 903,900 $ 2.37 46.16 $ 19,599 Granted 177,344 ( * ) - - Exercised (226,497 ) ( * ) - 4,929 Cancelled (8,688 ) ( * ) - - Outstanding at June 30, 2022 846,059 $ 2.53 43.53 $ 13,241 Exercisable at June 30, 2022 300,000 $ 5.35 5.08 $ 3,849 Vested and expected to vest at June 30, 2022 830,218 $ 2.58 2.45 $ 12,953 (*) Represents an amount less than $1 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings per Share | The table below presents the computation of basic and diluted net earnings per common share: Six months ended June 30, 2022 2021 Numerator: Net income attributable to ordinary shares – basic and diluted $ 34,966 $ 10,389 Denominator: Number of ordinary shares outstanding during the year 44,238,414 33,116,072 Weighted average effect of dilutive securities: Employee options and restricted share units 2,972,355 3,173,730 Diluted number of ordinary shares outstanding 47,210,769 36,289,802 Basic net earnings per ordinary share $ 0.79 $ 0.31 Diluted net earnings per ordinary share $ 0.74 $ 0.29 Potential ordinary shares equivalents excluded because their effect would have been anti-dilutive 929,784 996,486 |
MAJOR CUSTOMER (Tables)
MAJOR CUSTOMER (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenues by Major Customer | Six months ended June 30, 2022 2021 Customer A 35 % 45 % |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | The following table presents the total revenues for six months ended June 30, 2022 and 2021, allocated to the geographic areas in which they were generated: Six months ended June 30, 2022 2021 North America (mainly U.S.) $ 234,918 $ 167,552 Europe 30,767 28,525 Other 6,286 3,417 $ 271,971 $ 199,494 |
Schedule of Property and Equipment by Geographic Area | The following table presents the locations of the Company’s long-lived assets as of June 30, 2022 and December 31, 2021: June 30, December 31, 2022 2021 Israel $ 7,231 $ 8,049 U.S. 6,489 7,524 Europe 176 216 $ 13,896 $ 15,789 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - Vidazoo [Member] - USD ($) $ in Thousands | Oct. 04, 2021 | Jun. 30, 2022 |
Business Acquisition [Line Items] | ||
Total consideration | $ 77,748 | |
Cash paid | 35,000 | |
Maximum contingent consideration for acquisition | $ 58,545 | |
Earn out period | 2 years 3 months | |
Net working capital | $ 6,135 | |
Estimated fair value of consideration in acquisition | $ 36,613 | $ 33,059 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Fair Value Measurements) (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Derivative assets | $ 75 | |
Total financial assets | 75 | |
Liabilities: | ||
Derivative liability | $ 639 | |
Fair Value Liabilities Measured On Recurring Basis Contingent Consideration In Connection To Acquisitions | 54,720 | 63,550 |
Total financial liabilities | 55,359 | 63,550 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Total financial assets | 0 | |
Liabilities: | ||
Derivative liability | 0 | |
Fair Value Liabilities Measured On Recurring Basis Contingent Consideration In Connection To Acquisitions | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Derivative assets | 75 | |
Total financial assets | 75 | |
Liabilities: | ||
Derivative liability | 639 | |
Fair Value Liabilities Measured On Recurring Basis Contingent Consideration In Connection To Acquisitions | 0 | 0 |
Total financial liabilities | 639 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Derivative assets | 0 | |
Total financial assets | 0 | |
Liabilities: | ||
Derivative liability | 0 | |
Fair Value Liabilities Measured On Recurring Basis Contingent Consideration In Connection To Acquisitions | 54,720 | 63,550 |
Total financial liabilities | $ 54,720 | $ 63,550 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of changes in fair value of contingent consideration) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Fair value as of December 31, 2021 | $ 63,550 | |
Payments of contingent consideration | (9,091) | $ 0 |
Revaluation of acquisition related contingent consideration | 261 | |
Fair value as of June 30, 2022 | $ 54,720 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Changes in Goodwill) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Balance at beginning of period | $ 189,265 | $ 152,303 |
Acquisition of Vidazoo | 36,962 | |
Balance at end of period | $ 189,265 | $ 189,265 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET (Schedule of Intangible assets, net) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets Net Roll Forward | ||
Balance at beginning of period | $ 56,700 | $ 24,376 |
Additions | 39,199 | |
Amortization | (5,601) | (6,875) |
Balance at end of period | 51,099 | 56,700 |
Acquired technology [Member] | ||
Finite Lived Intangible Assets Gross Roll Forward | ||
Balance at beginning of period | 84,417 | 53,412 |
Finite Lived Intangible Assets Gross Acquired During Period | 31,005 | |
Finite Lived Intangible Assets Gross Amortization | 0 | 0 |
Balance at end of period | 84,417 | 84,417 |
Finite Lived Intangible Assets Accumulated Amortization Roll Forward | ||
Balance at beginning of period | (31,137) | (25,548) |
Additions | 0 | |
Amortization | (4,431) | (5,589) |
Balance at end of period | (35,568) | (31,137) |
Impairment Of Intangible Assets Finite Lived Roll Forward | ||
Balance at beginning of period | (8,749) | (8,749) |
Additions | 0 | |
Amortization | 0 | 0 |
Balance at end of period | (8,749) | (8,749) |
Finite Lived Intangible Assets Net Roll Forward | ||
Balance at beginning of period | 44,531 | 19,115 |
Additions | 31,005 | |
Amortization | (4,431) | (5,589) |
Balance at end of period | 40,100 | 44,531 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets Gross Roll Forward | ||
Balance at beginning of period | 45,054 | 36,860 |
Finite Lived Intangible Assets Gross Acquired During Period | 8,194 | |
Finite Lived Intangible Assets Gross Amortization | 0 | 0 |
Balance at end of period | 45,054 | 45,054 |
Finite Lived Intangible Assets Accumulated Amortization Roll Forward | ||
Balance at beginning of period | (23,218) | (22,161) |
Additions | 0 | |
Amortization | (1,050) | (1,057) |
Balance at end of period | (24,268) | (23,218) |
Impairment Of Intangible Assets Finite Lived Roll Forward | ||
Balance at beginning of period | (10,426) | (10,426) |
Additions | 0 | |
Amortization | 0 | 0 |
Balance at end of period | (10,426) | (10,426) |
Finite Lived Intangible Assets Net Roll Forward | ||
Balance at beginning of period | 11,410 | 4,273 |
Additions | 8,194 | |
Amortization | (1,050) | (1,057) |
Balance at end of period | 10,360 | 11,410 |
Tradename And Other Intangible Assets [Member] | ||
Finite Lived Intangible Assets Gross Roll Forward | ||
Balance at beginning of period | 18,503 | 18,503 |
Finite Lived Intangible Assets Gross Acquired During Period | 0 | |
Finite Lived Intangible Assets Gross Amortization | 0 | 0 |
Balance at end of period | 18,503 | 18,503 |
Finite Lived Intangible Assets Accumulated Amortization Roll Forward | ||
Balance at beginning of period | (12,634) | (12,405) |
Additions | 0 | |
Amortization | (120) | (229) |
Balance at end of period | (12,754) | (12,634) |
Impairment Of Intangible Assets Finite Lived Roll Forward | ||
Balance at beginning of period | (5,110) | (5,110) |
Additions | 0 | |
Amortization | 0 | 0 |
Balance at end of period | (5,110) | (5,110) |
Finite Lived Intangible Assets Net Roll Forward | ||
Balance at beginning of period | 759 | 988 |
Additions | 0 | |
Amortization | (120) | (229) |
Balance at end of period | $ 639 | $ 759 |
SHORT-TERM AND LONG-TERM DEBT (
SHORT-TERM AND LONG-TERM DEBT (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 08, 2021 | Dec. 17, 2018 | |
Mizrachi [Member] | ||
Debt Instrument [Line Items] | ||
Repayment of loan facility | $ 8,333 | |
New loan facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 25,000 | |
Debt instrument, description of variable rate basis | LIBOR | |
Debt instrument, basis spread on variable rate | 5.70% | |
Debt instrument, maturity date | Dec. 31, 2021 | |
Guarantee limit of credit facility | $ 33,000 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - Equity Incentive Plan [Member] - shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 09, 2012 | Jun. 30, 2022 | Dec. 31, 2003 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant | 235,394 | ||
Option expiration term | 10 years | 10 years | |
Employee Stock Option [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 1 year | ||
Employee Stock Option [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 3 years | ||
Contractual term | 7 years | ||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 1 year | ||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period for plan | 3 years |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Stock Option Activity) (Details) - Service Based Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | ||
Number of options | |||
Outstanding, Beginning | 3,574,401 | ||
Granted | 302,514 | ||
Exercised | (739,748) | ||
Cancelled | (81,087) | ||
Outstanding, Ending | 3,056,080 | 3,574,401 | |
Exercisable | 935,057 | ||
Vested and expected to vest | 3,175,094 | ||
Weighted average Exercise price | |||
Outstanding, Beginning | $ 2.46 | ||
Granted | [1] | ||
Exercised | 1.76 | ||
Cancelled | 4.34 | ||
Outstanding, Ending | 2.34 | $ 2.46 | |
Exercisable | 5.16 | ||
Vested and expected to vest | $ 2.36 | ||
Weighted average Remaining contractual term ( in years) | |||
Outstanding | 47 years 9 months 10 days | 45 years 10 months 24 days | |
Exercisable | 3 years 6 months | ||
Vested and expected to vest | 1 year 6 months 25 days | ||
Aggregate intrinsic value | |||
Outstanding, Beginning | $ 77,173 | ||
Exercised | 14,560 | ||
Outstanding, Ending | 48,471 | $ 77,173 | |
Exercisable | 12,198 | ||
Vested and expected to vest | $ 50,363 | ||
[1]Represents an amount less than $1 |
SHAREHOLDERS' EQUITY (Schedul_2
SHAREHOLDERS' EQUITY (Schedule of service-based stock options) (Details) - Performance Based Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | ||
Number of Performance based options | |||
Outstanding, Beginning | 903,900 | ||
Granted | 177,344 | ||
Exercised | (226,497) | ||
Cancelled | (8,688) | ||
Outstanding, Ending | 846,059 | 903,900 | |
Exercisable | 300,000 | ||
Vested and expected to vest | 830,218 | ||
Weighted average Exercise price | |||
Outstanding, Beginning | $ 2.37 | ||
Granted | [1] | ||
Exercised | [1] | ||
Cancelled | [1] | ||
Outstanding, Ending | 2.53 | $ 2.37 | |
Exercisable | 5.35 | ||
Vested and expected to vest | $ 2.58 | ||
Weighted average Remaining contractual term (in years) | |||
Outstanding | 43 years 6 months 10 days | 46 years 1 month 28 days | |
Exercisable | 5 years 29 days | ||
Vested and expected to vest | 2 years 5 months 12 days | ||
Aggregate intrinsic value | |||
Outstanding, Beginning | $ 19,599 | ||
Exercised | 4,929 | ||
Outstanding, Ending | 13,241 | $ 19,599 | |
Exercisable | 3,849 | ||
Vested and expected to vest | $ 12,953 | ||
[1]Represents an amount less than $1 |
INCOME TAXES (Narrative) (Deta
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Taxes on income | $ 4,919 | $ 2,225 |
EARNINGS PER SHARE (Schedule of
EARNINGS PER SHARE (Schedule of computation of basic and diluted net earnings per common share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||
Net income attributable to ordinary shares – basic and diluted | $ 34,966 | $ 10,389 |
Denominator: | ||
Number of ordinary shares outstanding during the year | 44,238,414 | 33,116,072 |
Weighted average effect of dilutive securities: | ||
Employee options and restricted share units | 2,972,355 | 3,173,730 |
Diluted number of ordinary shares outstanding | 47,210,769 | 36,289,802 |
Basic net earnings per ordinary share | $ 0.79 | $ 0.31 |
Diluted net earnings per ordinary share | $ 0.74 | $ 0.29 |
Potential ordinary shares equivalents excluded because their effect would have been anti-dilutive | 929,784 | 996,486 |
MAJOR CUSTOMER (Schedule of com
MAJOR CUSTOMER (Schedule of company's total revenues) (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Customer Concentration Risk [Member] | Revenue [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of total revenues from a customer | 35% | 45% |
GEOGRAPHIC INFORMATION (Schedul
GEOGRAPHIC INFORMATION (Schedule of total revenues of geographical areas) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | $ 271,971 | $ 199,494 | |
Long-lived assets | 13,896 | $ 15,789 | |
North America (mainly U.S.) [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 234,918 | 167,552 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 30,767 | 28,525 | |
Long-lived assets | 176 | 216 | |
Other Geographic Area [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total Revenues | 6,286 | $ 3,417 | |
Israel | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 7,231 | 8,049 | |
U.S. [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 6,489 | $ 7,524 |