Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies A. Basis of presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The significant accounting policies followed in the preparation of the financial statements, applied on a consistent basis for all years presented in these financial statements. B. Functional Currency and Foreign Currency Translation A majority of the Company’s revenues are generated outside of Israel and are denominated in US dollars (“US$” or “dollars”). Substantial portion of materials and components cost, and marketing costs, are denominated in dollars or dollar -linked Transactions in foreign currency are translated into dollars in accordance with the principles set forth in ASC Subtopic 830 -20 Foreign Currency Transaction -monetary The effect of the translating into dollars has been included in the consolidated statements of shareholders’ equity and comprehensive income (loss) as a foreign currency translation adjustment. Gains and losses from remeasurement assets and liabilities denominated in currencies other than the respective functional currencies are included in the consolidated statements of operations. C. Use of estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods and accompanying notes. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the allocation of transaction price among various performance obligation, the fair value of acquired intangible assets and goodwill, share -based D. Principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances were eliminated in consolidation. E. Cash and cash equivalents and restricted cash The Company considers all highly liquid instruments with a maturity of three months or less at the date of purchase to be cash equivalents. Restricted cash consists of funds that are contractually restricted as to usage or withdrawal mainly due to a contractual agreement with an investor. The Company has presented restricted cash separately from cash and cash equivalents in the consolidated balance sheets. F. Trade Receivable Trade receivables are recorded at the invoiced amount net of allowance for doubtful accounts. The allowance for doubtful accounts is based on the Company’s assessment of in the collectability of accounts. The Company regularly reviews the adequacy of the allowance for doubtful accounts based on combination of factors, including as assessment of the current customer’s aging report, the nature and size of the customer, the financial condition of the customer and the amount of any receivables in dispute. Trade receivables deemed uncollectible are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. G. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined by the “weighted moving average” method. Inventory write -downs Inventory write -down -cost H. Property and equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated by the straight -line % Computers and software 12.5 – 33 Manufacturing equipment 7 Office furniture and equipment 7 – 15 Leasehold improvements * ___________ * Over the shorter of the expected lease term or estimated useful lives. I. Impairment of long -lived assets Long -lived Accounting for the impairment of Long -Lived Assets -lived -party -lived During the year ended December 31, 2021, 2020 and 2019, no impairment losses have been identified. J. Revenue recognition The Company’s revenues are comprised of four main categories: (a) subscription revenues, including support services (updates, upgrades and technical support) on term -based -based The Company recognizes revenue pursuant to the five -step The Company sells its products to its customers either directly or indirectly through distribution channels all of whom are considered end users. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services are delivered. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for these goods or services. The Company determines that it has a contract with a customer when each party’s rights regarding the products or services to be transferred can be identified, the payment terms for the services can be identified, the Company has determined the customer has the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. The Company’s software licenses either provide its customers a perpetual right to use its software or the right to use its software for only a fixed term, in most cases between a one- and three -year Support revenue is derived from providing technical customer support services, unspecified software updates and upgrades to customers several times a year, on a when -and-if-available Professional services revenues primarily consist of training and other professional services. Each of these performance obligations provide benefit to the customer on a standalone basis and are distinct in the context of the contract. The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products or delivery of services to the customer. Payment terms generally are net 30 days. The Company applied the practical expedient in ASC 606 and did not evaluate payment terms of one year or less for the existence of a significant financing component. Revenue is recognized net of any taxes collected from customers which are subsequently remitted to governmental entities (e.g., sales tax and other indirect taxes). The Company does not offer right of return to its contracts. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on the relative standalone selling price (“SSP”) for each performance obligation. The Company uses judgment in determining the SSP for its products and services. The Company typically assesses the SSP for its products and services on a periodic basis or when facts and circumstances change. To determine SSP, the Company maximizes the use of observable standalone sales and observable data, where available. In instances where performance obligations do not have observable standalone sales, the Company utilizes available information that may include the entity specific factors such as assessment of historical data of bundled sales of software licenses with other promised goods and services, and pricing strategies to estimate the price the Company would charge if the products and services were sold separately. The Company satisfies performance obligations either over time or at a point in time depending on the nature of the underlying promise. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised good or service to a customer. Revenues related to the license for proprietary software are recognized when the control over the license is provided to the customer and the license term begins. Revenue related to software update and upgrades are recognized ratably over the service period. Revenues related to other professional services are generally recognized over time and in certain cases at point in time upon satisfaction of the performance obligation. Service revenues are included in the Company’s consolidated statements of income as service revenues. Disaggregation of Revenues The following table provides information about disaggregated revenue by geographical areas Year Ended December 31, 2021 2020 2019 EMEA $ 88,441 $ 65,807 $ 55,911 America 126,929 100,835 89,514 APAC 30,876 28,271 26,429 Total $ 246,246 $ 194,913 $ 171,854 Contract Balances The following table provides information about accounts receivable, contract assets, and contract liabilities from contracts with customers: December 31, 2021 December 31, 2020 Contract assets $ 8,567 $ 3,967 Contract liabilities, current 122,983 105,543 Contract liabilities, non-current $ 36,426 $ 33,439 Contract assets consist of unbilled accounts receivable, which occur when a right to consideration for the Company’s performance under the customer contract occurs before invoicing to the customer. The increase in contract balances is consistent with the increase in the overall operation of the Company. Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of performance under a contract. The current portion of the deferred revenue balance is recognized as revenue during the 12 -month -month Remaining Performance Obligations The Company’s remaining performance obligations are comprised of product and services revenue not yet delivered. As of December 31, 2021 and December 31, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $231,666 and $172,885 respectively, which consists of both billed consideration in the amount of $159,409 and $138,982 respectively, and unbilled consideration in the amount of $72,257 and $33,903 respectively, that the Company expects to recognize as revenue. As of December 31, 2021, the Company expects to recognize 61% of its remaining performance obligations as revenue in the year ended December 31, 2022 and the remainder thereafter. Contract acquisition costs The Company capitalizes sales commissions and associated payroll taxes paid to sales personnel that are incremental to obtaining customer contracts. These costs are recorded as deferred contract acquisition costs on the consolidated balance sheets. The Company determines whether costs should be deferred based on its sales compensation plans and if the commissions are incremental and would not have occurred absent the customer contract. Sales commissions for the renewal of a contract are considered commensurate with the sales commissions paid for the acquisition of the initial contract given no substantive difference in commission rates in proportion to their respective contract values. Sales commissions paid upon the initial acquisition and for the renewal of a contract are amortized over the contractual term of the initial contract or the renewal. Amortization of sales commissions are consistent with the pattern of revenue recognition of each performance obligation and are included in sales and marketing expense in the consolidated statements of operations. The Company periodically reviews these deferred contract acquisition costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit. No impairment losses of capitalizes sales commissions were recorded during the periods presented. Commission expenses for the year ended December 31, 2021, 2020 and 2019 were $10,700, $8,400 and $6,800 respectively. K. Research and development costs Research and development costs are expensed as incurred. As defined by ASC Subtopic 985 -20 “Accounting for the Cost of Computer Software to be Sold, Leased or Otherwise Marketed” L. Product warranties The Company provides a one -year M. Advertising expenses Advertising expenses are charged to expense as incurred. Advertising expenses for the years 2021, 2020 and 2019 were $5,274, $4,098 and $5,315 respectively. N. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” -term The Company implements a two -step O. Stock -Based Compensation The Company accounts for stock -based . -based The fair value of the shares of ordinary shares underlying the stock options has historically been determined by the Company’s board of directors as there was no public market for the underlying ordinary shares. The Company’s board of directors determines the fair value of the Company’s ordinary shares by considering a number of objective and subjective factors including: contemporaneous third -party -length For all share options granted, the Company calculated the expected term using the simplified method for “plain vanilla” stock option awards. The risk -free -coupon -based -Scholes -pricing -5 Stock based compensation costs have been included in income from operations. P. Fair value measurements The Company accounts for fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures” -tier • • • The first two levels in the hierarchy are considered observable inputs and the last is considered unobservable. The carrying value of accounts receivable and payables and the Company’s cash and cash equivalents, restricted cash and short -term Derivative warrant liabilities Upon the closing of the transaction, 20,000,000 public warrants and 9,666,667 private warrants, that were both issued by TWC prior to the transaction, were outstanding to purchase the Company’s ordinary shares. Each warrant entitles the holder to purchase one Company Ordinary Share at a price of $11.50 per share, subject to adjustments. The warrants are exercisable at any time commencing 30 days after the completion of the transaction and expire five years after the Closing Date or earlier upon redemption or liquidation. The Company may redeem the outstanding public warrants in whole and not in part at a price of $0.01 per warrant at any time after they become exercisable, provided that the last sale price of the Company ordinary shares equals or exceeds $18 per share, subject to adjustments, for any 20 -trading -trading -40 The Public Warrants may be exercised with a different mechanism, depends on whether the Company maintain an effective registration statement or not. Since, among other things, the fact whether the Company maintains an effective registration statement effect the settlement provision of the Public Warrants (i.e., the cap is applicable depends on whether the registration statement is effective or not), is not an input into the pricing of fixed for fixed option model on equity shares, the Public Warrants are precluded from being indexed to the Company’s own stock and should be classified as a liability. Therefore, the public and private warrants were classified as a liability measured at fair value pursuant to ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging”. Public Private Total Warrant liability assumed from the Business Combination $ 34,400 $ 34,045 $ 68,445 Change in fair value of warrant liability 800 (12,767 ) (11,967 ) Balance, December 31, 2021 $ 35,200 $ 21,278 $ 56,478 The estimated fair value of the private placement warrant derivative liabilities is determined using Level 3 inputs. Inherent in a Black -Scholes -price -free -free -coupon the grant date for a maturity similar to the expiration of the warrants. The dividend yield is based on the historical rate, which the Company anticipates will remain at 0 -5 As of Number of private placement warrants 9,666,667 Exercise price $ Share price $ Expiration term (in years) 4.66 Volatility 44.8 Risk-free Rate 1.22 Dividend yield 0 Restricted sponsor shares liability and Price adjustment shares 7,500,000 Ordinary Shares issued to the Sponsor, out of a total of 13,500,000 -Closing Holders of the Company’s Ordinary Shares and vested Restricted Share Units, in each case as of immediately prior to the effective time, are eligible to receive up to 15,000,000 Ordinary Shares that will vest in 3 tranches of 5,000,000 upon achievement of the of the triggering events (if at any time during the Price Adjustment Period the price of Cellebrite Ordinary Shares will be greater than or equal to $12.50, $15.00 and $30.00, respectively, over any twenty trading days within any thirty trading day period.) or upon a Change of Control (as defined in business combination agreement) before the five (5) year anniversary of the Closing Date; The probability of such event was considered by the Company. Following the Merger, the Company issued equity and debt instrument. Transaction expenses were allocated on a relative fair value basis. Restricted Price Total Earn out shares assumed from the Business Combination $ 62,347 $ 117,675 $ 180,022 Change in fair value of warrant liability (17,635 ) (38,271 ) (55,906 ) Balance, December 31, 2021 $ 44,712 $ 79,404 $ 124,116 Q. Derivative instruments The Company has instituted a foreign currency cash flow hedging program using foreign currency forward contracts (“derivative instruments”) in order to hedge the exposure to variability in expected future cash flows resulting from changes in related foreign currency exchange rates. The Company hedges portions of its forecasted expenses denominated in NIS. These transactions are designated as cash flow hedges, as defined under ASC 815, “Derivatives and Hedging” As of December 31, 2021 and 2020, the amount recorded in accumulated other comprehensive income from the Company’s currency forward, net of tax, was $577 and $1,521, respectively. As of December 31, 2021, the notional amounts of foreign exchange forward contracts into which the Company entered were $15,623. The foreign exchange forward contracts will expire by May 13, 2022. The fair value of derivative instruments assets balances as of December 31, 2021 and 2020, totaled $964 and $2,016, respectively. R. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of the net tangible and intangible assets acquired. Under ASC 350, “Intangible — Goodwill and Other” ASC 350 requires goodwill to be tested for impairment at the reporting unit level at least annually, the fourth quarter, or between annual tests in certain circumstances, and written down when impaired. Goodwill is tested for impairment by comparing the fair value of the reporting unit with its carrying value. The Company has determined that it has one operating segment and one reporting unit. ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two -step -step Alternatively, ASC 350 permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the goodwill impairment test. There were no impairment charges to goodwill during the period presented. S. Intangible assets Intangible assets are amortized over their estimated useful lives using the straight -line Years Core technology 5 – 7 Trade name 4 Customer relationship 10 Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. T. Business combination The Company applies the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, the Company estimated the future expected cash flows from acquired core technology and acquired trade name from a market participant perspective, useful lives and discount rates. In addition, management makes significant estimates and assumptions, which are uncertain, but believed to be reasonable. Significant estimates in valuing certain intangible assets include, but are not limited to future expected cash flows from acquired technology and acquired trademarks from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition -related U. Concentrations of credit risk Financial instruments that potentially expose the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents, short -term V. Segment reporting The Company identifies operating segments in accordance with ASC Topic 280, “Segment Reporting” as components of an entity for which discrete financial information is available and is regularly reviewed by the chief operating decision maker, or decision -making W. Basic and diluted net income (loss) per share The Company computes basic income (loss) per share in accordance with ASC Topic 260, “Earnings per Share” by dividing the income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. Diluted income (loss) per share is computed by taking into account the potential dilution that could occur upon the exercise of share options and vesting of RSUs granted under share based compensation plans using the treasury stock method. Basic and diluted income (loss) per share was presented in conformity with the two class method for participating securities for the year ended December 31, 2021, 2020 and 2019, as a result of a dividend distribution. The potentially dilutive share options to purchase ordinary shares that were excluded from the computation amounted to 9,995,236, 31,728,133 and 29,276,607 for the years ended December 31, 2021, 2020 and 2019, respectively, because including them would have been anti dilutive. The Earn -Out -Out Public warrants and Private warrants, were excluded from the diluted income per share for the year ended December 31, 2021, as the inclusion would have been anti dilutive. X. Recently issued accounting pronouncements As an “Emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. Recently adopted accounting pronouncements: • -08 ASU 2021 -08 The Company allocated the transaction price to each performance obligation based on the standalone selling price at the acquisition date. As a result of the amendments, it is expected that an acquirer will generally recognize and measure acquired contract assets and contract liabilities (deferred revenue) in a manner consistent with how the acquiree recognized and measured them in its preacquisition financial statements. In addition, as a result of the amendment, acquirer likely would subsequently recognize the same amount of revenue that the acquiree would have recognized if no business combination took place. The ASU will be effective for fiscal years beginning after December 15, 2022 and interim periods therein for public business entities. The Company early adopted the standard in 2021. Acquisitions of businesses assumed during the year ended December 31, 2021 were presented in conformity with the provisions of the standard. Recently issued accounting pronouncements not yet adopted: • -02 -of-use -type standard is effective for the annual periods beginning on or after January -USD • -13 ASU 2016 -13 • -12 -up Y. Certain comparative figures have been reclassified to conform to the current year presentation. |