Cellebrite DI Ltd.
For the period ended Dec 31, 2024. Filed Mar 18, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Mar 18, 2025
Contents
Note
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Note 3. Business combination
Acquisition of CyTech:
On July 15, 2024, the Company completed the acquisition of 100% of Cyber Technology Services, Inc. (“CyTech”) shares, for a total consideration of $3,803. CyTech provide cybersecurity solutions, specializing in technical analysis, digital forensics, IT support, and intelligence operations. The purpose of the acquisition of CyTech in combination with forming Cellebrite Federal Solutions is to broaden the Company's business with U.S. federal customers. The acquisition was accounted for as a business combination.
The purchase price allocation for the acquisition has been determined as follows:
| Amount | |
|---|---|
| Net assets | $108 |
| Facility clearance | 1,396 |
| Backlog | 49 |
| Customer relationship | 365 |
| Goodwill | 1,885 |
| Total | $3,803 |
Goodwill is primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s existing and new customers. Goodwill is deductible for income tax purpose.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:
| Fair Value | Useful life in years | |
|---|---|---|
| Facility clearance | 1,396 | 15 |
| Backlog | 49 | 1.5 |
| Customer relationship | 365 | 12 |
| Total identifiable intangible assets | $1,810 |
During the year ended December 31, 2024, the Company recorded amortization expenses of $72 related to the acquired intangible assets.
Pro forma results of operations related to this acquisition have not been prepared because they are not material to the Company's consolidated financial statements.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Note 4. Intangible assets, net
Finite-lived intangible assets:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Original amounts: | ||
| Core technology | $18,200 | $15,950 |
| Trade name | 3,900 | 3,900 |
| Facility clearance | 1,396 | — |
| Customer relationship | 543 | 177 |
| Backlog | 49 | — |
| 24,088 | 20,027 | |
| Accumulated amortization: | ||
| Core technology | 8,754 | 5,657 |
| Trade name | 3,900 | 3,738 |
| Facility clearance | 43 | — |
| Customer relationship | 70 | 38 |
| Backlog | 15 | — |
| 12,782 | 9,433 | |
| Intangible assets, net | ||
| $11,306 | $10,594 | |
a. Amortization expense amounted to $3,349, $3,347 and $2,826 for the years ended December 31, 2024, 2023 and 2022, respectively.
b. The expected future amortization expenses by year related to the intangible assets as of December 31, 2024 are as follows:
| 2025 | $3,766 |
| 2026 | 3,231 |
| 2027 | 1,967 |
| 2028 | 1,065 |
| 2029 and thereafter | 1,277 |
| $11,306 |
Note 5. Marketable securities
Marketable securities consisted of the following:
| December 31, 2024 | ||||
|---|---|---|---|---|
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |
| Corporate bond | $50,543 | $73 | $(6) | $50,610 |
| Agency bond | 60,575 | 121 | (59) | 60,637 |
| Treasury bills | 972 | — | (3) | 969 |
| US Government | 26,177 | 48 | (22) | 26,203 |
| Total | $138,267 | $242 | $(90) | $138,419 |
| December 31, 2023 | ||||
|---|---|---|---|---|
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |
| Corporate bond | $18,521 | $57 | $(29) | $18,549 |
| Agency bond | 40,487 | 63 | (64) | 40,486 |
| US Government | 8,538 | 13 | (34) | 8,517 |
| Total | $67,546 | $133 | $(127) | $67,552 |
As of December 31, 2024 and 2023, no continuous unrealized losses for 12 months or greater were identified.
The following table summarizes the Company’s marketable securities by contractual maturities:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Due in 1 year or less | $101,818 | $38,693 |
| Due in 1 year through 2 years | 36,601 | 28,859 |
| Total | $138,419 | $67,552 |
Note 6. Prepaid expenses and other current assets
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Advances to suppliers | $1,389 | $598 |
| Prepaid expenses | 9,505 | 8,894 |
| Government institutions | 11,485 | 15,470 |
| Other | 867 | 1,438 |
| $23,246 | $26,400 |
Note 7. Inventories
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Raw materials | $5,934 | $7,815 |
| Finished goods | 3,005 | 2,125 |
| $8,939 | $9,940 |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Note 8. Property and equipment, net
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Manufacturing equipment | $585 | $582 |
| Furniture and equipment | 10,410 | 10,461 |
| Leasehold improvements | 8,043 | 7,465 |
| Computers and software | 37,993 | 30,641 |
| 57,031 | 49,149 | |
| Less—accumulated depreciation | (40,036) | (33,253) |
| $16,995 | $15,896 |
Depreciation expenses were $7,258, $6,664 and $6,368 in the year ended December 31, 2024, 2023 and 2022, respectively.
Note 9. Other accounts payable and accrued expenses
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Governmental institution | $3,458 | $2,646 |
| Employees and related expenses | 45,936 | 34,111 |
| Income tax payable | 756 | 833 |
| Accrued expenses | 10,649 | 6,161 |
| Advances from customers | 666 | 862 |
| Other | 1,865 | 232 |
| $63,330 | $44,845 |
Note 10. Derivative Instruments
The Company’s risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.
ASC 815, "Derivatives and Hedging" ("ASC 815"), requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
Gains and losses on derivatives instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that are attributable to a particular risk), are recorded in accumulated other comprehensive income (loss) and reclassified into statement of income in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.
The Company entered into option and forward contracts to hedge a portion of anticipated New Israeli Shekel ("NIS") payroll and benefit payments. These derivative instruments are designated as cash flow hedges, as defined by ASC 815 and accordingly are measured at fair value. These transactions are effective and, as a result, gain or loss on the derivative instruments are reported as a component of accumulated other comprehensive income and reclassified as Cost of revenue and Operating expenses, at the time that the hedged income/expense is recorded.
| Net Notional amount · Fair value | ||||
|---|---|---|---|---|
| December 31 | December 31, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Option contracts to hedge payroll | ||||
| expenses NIS | $24,580 | $32,158 | $346 | $995 |
| Forward contracts to hedge payroll | ||||
| expenses NIS | 3,495 | — | 96 | — |
| $28,075 | $32,158 | $442 | $995 | |
The Company currently hedges its exposure to the variability in future cash flows for a maximum period ofone year. As of December 31, 2024, the Company expects to reclassify all of its unrealized gains and losses from accumulated other comprehensive income to earnings during the next tenmonths. The fair value of the Company's outstanding derivative instruments at December 31, 2024 and 2023 is summarized below:
| Fair value of derivative instruments | |||
|---|---|---|---|
| December 31, | |||
| Balance Sheet line item | 2024 | 2023 | |
| Derivative assets and liabilities: | |||
| Foreign exchange option contracts | Prepaid expenses and other current assets | $457 | $1,159 |
| Foreign exchange forward contracts | Prepaid expenses and other current assets | 96 | — |
| Foreign exchange option contracts | Other account payable | $(111) | $(164) |
The effect of derivative instruments in cash flow hedging relationship on income and other comprehensive income for the year ended December 31, 2024, 2023 and 2022, is summarized below:
| Amount of (loss) gain recognized in other comprehensive income on derivative, net of tax (effective portion) | |||
|---|---|---|---|
| Year ended December 31, | |||
| 2024 | 2023 | 2022 | |
| Derivatives in foreign exchange cash flow hedging relationships: | |||
| Forward contracts | $88 | $(168) | $(643) |
| Option contracts | (260) | 120 | (2,845) |
| $(172) | $(48) | $(3,488) | |
Derivatives in foreign exchange cash flow hedging relationships for the year ended December 31, 2024, 2023 and 2022, is summarized below:
| Amount of (losses) gain reclassified from other comprehensive income into (expense) income, net of tax (effective portion) | ||||
|---|---|---|---|---|
| Year ended December 31, | ||||
| Statements of income line item | 2024 | 2023 | 2022 | |
| Option contracts to hedge payroll | Cost of revenues and operating expenses | $(312) | $930 | $2,491 |
| Forward contracts to hedge payroll | Cost of revenues and operating expenses | (3) | 370 | 44 |
| $(315) | $1,300 | $2,535 | ||
Note 11. Lease
The Company entered into operating leases primarily for offices. The leases have remaining lease terms of up to 9.5 years
The components of operating lease costs were as follows:
| Year ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Operating lease cost | $5,610 | $4,934 |
| Short-term lease cost | 340 | 347 |
| Variable lease cost | 339 | 269 |
| Total net lease costs | $6,289 | $5,550 |
Supplemental balance sheet information related to operating leases is as follows:
| Year ended December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Operating lease ROU assets | $10,604 | $14,260 |
| Operating lease liabilities, current | $4,125 | $4,972 |
| Operating lease liabilities, long-term | $6,844 | $9,157 |
| Weighted average remaining lease term (in years) | 5.11 | 4.59 |
| Weighted average discount rate | 3.01% | 2.48% |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Minimum lease payments for the Company’s ROU assets over the remaining lease periods as of December 31, 2024, are as follows:
| Fiscal Years Ending December 31, | Operating Leases |
|---|---|
| 2025 | $4,168 |
| 2026 | 2,205 |
| 2027 | 1,396 |
| 2028 | 999 |
| 2029 and thereafter | 3,419 |
| Total undiscounted lease payments | 12,187 |
| Less: imputed interest | (1,218) |
| Present value of lease liabilities | $10,969 |
Note 12. Commitments and contingencies
From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated the Company would accrue a liability for the estimated loss. As of December 31, 2024 and 2023, the Company is not involved in any claims or legal proceedings which require accrual of liability for the estimated loss.
Note 13. Shareholders’ equity
a. Ordinary Shares
As of December 31, 2024 and 2023, the Company was authorized to issue 3,454,112,863 shares of par value NIS 0.00001 per share ordinary share. The voting, dividend and liquidation rights of the holders of the Company’s common share is subject to and qualified by the rights, powers and preferences of the holders of the preferred shares as set forth below.
Common share confers upon its holders the following rights:
i. The right to participate and vote in the Company’s general meetings. Each share will entitle its holder, when attending and participating in the voting toone vote;
ii. Dividends or Distribution shall be paid or be made to the holders of Ordinary Shares, shall be in an amount equal the product of the dividend or distribution payable or made on each ordinary share determined as if all preferred shares had been converted into ordinary shares and the number of ordinary shares issuable upon conversion of such preferred share, in each case calculated on the record date for determination of holders entitled to receive such dividend or distribution; and
iii. The right to a share in the distribution of the Company’s excess assets upon liquidation pro rata to the par value of the share held by them.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
b. Option Plan, RSU’s and PSU’s:
On August 5, 2021, the Company adopted the 2021 Share Inventive Plan (the “2021 Share Incentive Plan”). The 2021 Share Incentive Plan provides for the grant of share options (including incentive share options and non-qualified share options), ordinary shares, RSUs, PSUs, and other share-based awards.
The maximum aggregate number of shares that may be issued pursuant to awards under this 2021 Plan is 27,181,025. Out of which 17,799,984 were granted as of December 31, 2024.
As of December 31, 2024 the aggregate amount of options, RSUs and PSUs outstanding is 17,762,004.
A summary of the Company’s option activity and related information is as follows:
| Number of options | Weighted- average exercise price | Weighted- average remaining contractual term (in years) | |
|---|---|---|---|
| Outstanding at December 31, 2023 | 15,728,176 | $3.83 | 6.23 |
| Granted | 913,672 | 10.93 | |
| Exercised | 5,962,264 | 2.91 | |
| Forfeited | 207,551 | 5.79 | |
| Outstanding at December 31, 2024 | 10,472,033 | $4.93 | 6.23 |
| Exercisable at December 31, 2024 | 7,788,121 | $3.87 | 5.34 |
The weighted average fair values at grant date of options granted for the year ended December 31, 2024, 2023 and 2022 were $5.81, $3.59 and $2.86 per share, respectively.
The total intrinsic value of options exercised during the years 2024, 2023 and 2022, was $72,615, $33,237, and $12,116, respectively.
The aggregate intrinsic value of the outstanding options at December 31, 2024, 2023 and 2022, represents the amount of 10,472,033,15,728,176 and 18,121,448, respectively, outstanding options that are in-the-money as of such dates. As of December 31, 2024 and 2023 all outstanding options are in-the-money. As of December 31, 2022, the remaining 2,336,212 outstanding options are out-of-the-money, and their intrinsic value was considered aszero.
A summary of the Company’s RSUs and PSUs activity is as follows:
| Number of RSUs | Weighted - average fair value | |
|---|---|---|
| Unvested at December 31, 2023 | 8,160,149 | $5.97 |
| Granted | 3,289,358 | 10.63 |
| Vested | 3,327,010 | 5.95 |
| Forfeited | 832,526 | 6.81 |
| Unvested, at December 31, 2024 | 7,289,971 | $7.99 |
The weighted average fair value at grant date of RSUs and PSUs granted for the year ended December 31, 2024, 2023 and 2022 was $10.63, $5.75, and $6.02, respectively.
The total aggregate fair value of shares vested during the years 2024, 2023 and 2022 was$44,304, $13,805 and$3,025 respectively.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
As of December 31, 2024, the Company had approximately $58,621 of unrecognized compensation expense related to non-vested shares options, non-vested RSU’s and non-vested PSU’s expected to be recognized over a weighted average period of 2.66 years.
c.2021 Employee Share Purchase Plan:
On August 5, 2021, the Company adopted the 2021 Employee Share Purchase Plan (“ESPP”).
The aggregate number of Shares that may be issued pursuant to rights granted under the ESPP shall be 1,585,659 Shares. In addition, on the first day of each calendar year beginning on January 1, 2023 and ending on and including January 1, 2033, the number of Shares available for issuance under the Plan shall be increased by that number of Shares equal to the lesser of (a)1.0% of the Shares outstanding on the last day of the immediately preceding calendar year, as determined on a fully diluted basis, and (b) such smaller number of Shares as may be determined by the Board. If any right granted under the ESPP shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the ESPP.
As of December 31, 2024, 2023 and 2022, 399,688,587,579 and 290,053 ordinary shares had been issued under the ESPP. The ESPP is compensatory and, as such, results in recognition of compensation cost.
d. Share based compensation expenses related to the consolidated statements of operations recognized were comprised as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Cost of revenues | $2,227 | $1,733 | $1,283 |
| Research and development | 6,663 | 4,673 | 2,974 |
| Sales and marketing | 10,216 | 6,478 | 5,041 |
| General and administrative | 11,469 | 6,114 | 4,410 |
| $30,575 | $18,998 | $13,708 | |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Note 14. Net (loss) income per share
The following table sets forth the computation of basic losses and earnings per share:
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Numerator: | |||
| Net (loss) income | $(283,007) | $(81,100) | $120,805 |
| Basic net income attributable to Restricted sponsor shares | — | — | 4,694 |
| Basic net (loss) income attributable to Ordinary shareholders | (283,007) | (81,100) | 116,111 |
| Denominator: | |||
| Weighted average number of Ordinary shares used in computing basic net (loss) income per share | 209,471,827 | 190,154,549 | 182,693,375 |
| Basic net (loss) income per share of Ordinary shareholders | $(1.35) | $(0.43) | $0.64 |
| Weighted average number of Ordinary shares used in computing diluted net (loss) income per share | 209,471,827 | 190,154,549 | 195,393,558 |
| Diluted net (loss) income per share of Ordinary shareholders | $(1.35) | $(0.43) | $0.59 |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Note 15. Fair value measurements
The following table presents information about the Company’s assets and liabilities fair value at December 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Fair value measurements using input type | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Cash equivalents: | ||||
| Money market funds | $137,482 | $— | $— | $137,482 |
| Commercial deposits | — | 502 | — | 502 |
| Marketable securities: | ||||
| Corporate and Agency bonds | — | 111,247 | — | 111,247 |
| Treasury bills | — | 969 | — | 969 |
| US Government | — | 26,203 | — | 26,203 |
| Foreign currency derivative contracts | — | 553 | — | 553 |
| Total financial assets | $137,482 | $139,474 | $— | $276,956 |
| Liabilities: | ||||
| Foreign currency derivative contracts | — | (111) | — | (111) |
| Total financial liabilities | $— | $(111) | $— | $(111) |
| Fair value measurements using input type | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets: | ||||
| Cash equivalents: | ||||
| Money market funds | $120,969 | $— | $— | $120,969 |
| Commercial deposits | — | 3,260 | — | 3,260 |
| Marketable securities: | ||||
| Corporate and Agency bonds | — | 59,035 | — | 59,035 |
| US Government | — | 8,517 | — | 8,517 |
| Foreign currency derivative contracts | — | 1,159 | — | 1,159 |
| Total financial assets | $120,969 | $71,971 | $— | $192,940 |
| Liabilities: | ||||
| Restricted Sponsor Shares | $— | $— | $(47,247) | $(47,247) |
| Price Adjustment Shares | — | — | (81,715) | (81,715) |
| Public Warrants | (31,399) | — | — | (31,399) |
| Private Placement Warrants | — | — | (22,718) | (22,718) |
| Foreign currency derivative contracts | — | (164) | — | (164) |
| Total financial liabilities | $(31,399) | $(164) | $(151,680) | $(183,243) |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Warrant liability
Upon the closing of the Merger,20,000,000 Public Warrants and 9,666,667 Private Warrants, that were both issued by TWC prior to the Merger, were outstanding to purchase the Company’s Ordinary Shares. Each warrant entitled the holder to purchaseone Company Ordinary Share at a price of $11.50 per share, subject to adjustments. The warrants were exercisable at any time commencing 30 days after the completion of the Merger and were to expire five years after the closing date of the Merger or earlier upon redemption or liquidation. The Company had the right to redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per warrant at any time after they became exercisable, provided that the last sale price of the Company Ordinary Shares equaled or exceeded $18.00 per share, subject to adjustments, for any 20 trading-days within a 30 trading-day period ending three business days prior to the date on which the Company sent notice of redemption to the warrant holders.
The Private Warrants had similar terms as the Public Warrants, except that the Private Warrants could be exercised for cash or on a cashless basis at the holder’s option and the private warrants could not be redeemed by the Company as long as they are held by the initial purchasers or their permitted transferees, but once they are transferred, they would have the same rights as the Public Warrants.
In addition, the Company had the right to redeem all the outstanding warrants (both public and private warrants) for $0.10 provided that the reference value equaled or exceeded $10.00 per share and the reference value was less than $18.00 per share. In both cases, the warrants holders subject to redemption could elect to exercise the warrants on a cashless basis and in the case of redemption for $0.10, the number of shares to be received would be determined by reference to the Make-Whole table included in the warrants' agreement.
As of December 31, 2023, the Company classified the warrants (both public and private) as a liability pursuant to ASC 815-40 since the warrants did not meet the equity classification conditions. Accordingly, the Company measured the warrants at their fair value. The warrants liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of comprehensive loss.
During August 2024, the Company elected to redeem all of the outstanding warrants. During August and September 2024 the Company issued an aggregate of 6,803,085 Ordinary Shares to the Public Warrants' holders. Of the 19,999,449 Public Warrants that were outstanding on August 15, 2024,4,645 Public Warrants were exercised for cash at an exercise price of $11.50 per Ordinary Share in exchange for an aggregate of 4,645 Ordinary Shares and 19,878,580 Public Warrants were exercised on a cashless basis in exchange for an aggregate of 6,798,440 Ordinary Shares. A total of 116,224 Public Warrants remained unexercised as of the redemption date and the Company redeemed those Public Warrants for an aggregate redemption price of $11.
During September 2024, the Private Warrants agreement was modified and as a result of the modification, the Company concluded that the Private Warrants were no longer required to be classified as a liability under ASC 815-40. As such, the Company reclassified the Private Warrants liability to equity as of the modification date. During November 2024, the Company issued 3,306,000 Ordinary Shares to the Private Warrants' holders with such Private Warrants exercised on a cashless basis.
As of December 31, 2024, the Company has no remaining warrants outstanding.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
| Public Warrants | Private Placement Warrants | Total Warrant liability | |
|---|---|---|---|
| Balance, December 31, 2022 | $12,960 | $7,055 | $20,015 |
| Change in fair value | 18,439 | 15,663 | 34,102 |
| Balance, December 31, 2023 | $31,399 | $22,718 | $54,117 |
| Change in fair value | 78,969 | 32,294 | 111,263 |
| Reclassification to equity | (110,368) | (55,012) | (165,380) |
| Balance, December 31, 2024 | $— | $— | $— |
The estimated fair value of the private placement warrant liabilities is determined using Level 3 inputs. Inherent in a Black-Scholes valuation model are assumptions related to expected share-price volatility, expiration, risk-free interest rate and dividend yield. The Company estimates the volatility of its common share based on historical volatility of select peer companies that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on 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%.
The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Number of private placement warrants | — | 9,666,667 |
| Exercise price | — | $11.5 |
| Share price | — | $8.66 |
| Expiration term (in years) | — | 2.66 |
| Volatility | — | 51.9% |
| Risk-free Rate | — | 4.10% |
| Dividend yield | — | 0% |
Restricted Sponsor Shares liability and Price Adjustment Shares liability
7,500,000 Ordinary Shares issued to TWC Tech Holdings II, LLC, out of a total of 13,500,000 shares, are Restricted Sponsor Shares and were set to vest in 3 tranches of 3,000,000,3,000,000 and 1,500,000, upon achievement of the triggering events (as defined in the Merger Agreement); if at any time during the Price Adjustment Period the price of Ordinary Shares was greater than or equal to $12.50, $15.00 and $30.00, respectively, over anytwenty trading days within anythirty trading day period. In the event of a post-Closing change of control transaction involving the Company, any Restricted Sponsor Shares not previously vested will vest and will be entitled to participate in the change of control transaction. Upon the expiration of the Price Adjustment Period (a period ofseven years), any unvested Restricted Sponsor Shares that have not vested as of such time will be forfeited. The Company security holders shall be entitled to vote their unvested Restricted Sponsor Shares and receive dividends and other distribution, and to have all other economic rights, in each case, with respect to such Restricted Sponsor Shares while they remain unvested.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Holders of the Ordinary Shares and vested RSUs, in each case as of immediately prior to the Merger, were eligible to receive up to 15,000,000 Ordinary Shares (the “Price Adjustment Shares”) issuable in three tranches of 5,000,000 upon achievement of the triggering events (if at any time during the Price Adjustment Period the price of the Company’s Ordinary Shares was greater than or equal to $12.50, $15.00 and $17.50, respectively, over any 20 trading-days within any 30 trading-day period.) or upon a Change of Control (as defined in Merger Agreement) before thefive year anniversary of the closing date of the Merger.
The Company has determined that the Price Adjustment Shares, and the Restricted Sponsor Shares are freestanding financing instruments since those rights are legally detachable and separately exercisable. The Company has determined that the Price Adjustment Shares, and the Restricted Sponsor Shares are not indexed to Company’s stock since if a Change of Control occurs, all the Ordinary Shares underlying the Price Adjustment Shares and the Restricted Sponsor Shares will be issued or released regardless of the Company’s stock price. Therefore, as of December 31, 2023, the Company accounted for the Price Adjustment Shares and for the Restricted Sponsor Shares as a liability measured at fair value through earnings.
During the third quarter of fiscal 2024, the $12.50 and the $15.00 triggering events occurred, resulting in only one triggering event remaining for both Restricted Sponsor and shares and Price Adjustments Shares. As of September 13, 2024, upon meeting the second trigger event, the Company concluded that the Restricted Sponsor Shares and the Price Adjustments Shares were no longer required to be classified as a liability under ASC 815-40. As such, the Company reclassified the Restricted Sponsor Shares and Price Adjustment Shares from liability to equity. Consequently, the Company issued 10,000,000 Ordinary Shares to the price adjustment rights holders and 6,000,000 of the Restricted Sponsor Shares were no longer subject to forfeiture and share the same rights as the Company's Ordinary Shares.
During the fourth quarter of fiscal 2024, the $17.50 triggering event occurred, resulting in the issuance of 1,495,722 Ordinary Shares out of a possible 5,000,000 to the price adjustment rights holders.
The Restricted Sponsor shares liability and Price Adjustment Shares are measured at fair value using Level 3 inputs.
| Restricted sponsor shares | Price adjustment shares | Total | |
|---|---|---|---|
| Balance, December 31, 2022 | $17,532 | $26,184 | $43,716 |
| Change in fair value of restricted sponsor shares and price adjustment shares | 29,715 | 55,531 | 85,246 |
| Balance, December 31, 2023 | $47,247 | $81,715 | $128,962 |
| Change in fair value of restricted sponsor shares and price adjustment shares | 65,889 | 173,051 | 238,940 |
| Reclassification to equity | (113,136) | (254,766) | (367,902) |
| Balance, December 31, 2024 | $— | $— | $— |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:
| September 13, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Restricted sponsor shares | Price adjustment shares | Restricted sponsor shares | Price adjustment shares | |
| Number of shares | 1,500,000 | 5,000,000 | 7,500,000 | 15,000,000 |
| Share price | $30.0 | $17.5 | $12.5-$30.0 | $12.5-$17.5 |
| Remaining exercise period | 3.96 | 1.96 | 4.66 | 2.66 |
| Share value | $12.52 | $15.97 | $3.62-$7.17 | $4.47-$6.31 |
Note 16. Accumulated other comprehensive income
| Unrealized Gains on marketable securities | Unrealized Gains (losses) on cash flow hedges | Foreign currency translation adjustment | Total | |
|---|---|---|---|---|
| Beginning balance | $4 | $875 | $171 | $1,050 |
| Other comprehensive income (loss) before reclassifications | 113 | (172) | 1,410 | 1,351 |
| Amounts reclassified from accumulated other comprehensive income | — | (315) | — | (315) |
| Net current period other comprehensive income (loss) | 113 | (487) | 1,410 | 1,036 |
| $117 | $388 | $1,581 | $2,086 |
Note 17. Revenues
Disaggregation of Revenues
The following table provides information about disaggregated revenue by geographical areas
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| EMEA | $134,921 | $112,247 | $92,749 |
| Americas | 215,531 | 172,154 | 141,920 |
| APAC | 50,751 | 40,709 | 35,982 |
| Total | $401,203 | $325,110 | $270,651 |
Contract Balances
Receivables are recorded when the right to consideration becomes unconditional. Unbilled receivables represents the Company's unconditional right to consideration not yet invoiced while billed receivables include invoiced amounts.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
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 period after the balance sheet date. The non current portion of the deferred revenue balance is recognized as revenue following the 12-month period after the balance sheet date. Of the $242,823 and $194,882 of deferred revenue as of December 31, 2023 and December 31, 2022, respectively, the Company recognized $180,014 and $141,307 as revenue during the year ended December 31, 2024 and 2023, respectively.
The change in contract balances is consistent with the increase in the overall operation of the Company.
Remaining Performance Obligations
The Company’s remaining performance obligations are comprised of product and services revenue not yet delivered. As of December 31, 2024 and December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $343,557 and $331,996 respectively, which consists of both billed consideration in the amount of $262,217 and $242,823 respectively, and unbilled consideration in the amount of $81,340 and $89,173 respectively, that the Company expects to recognize as revenue. As of December 31, 2024, the Company expects to recognize the majority of its remaining performance obligations as revenue in the year ended December 31, 2025.
Note 18. Taxes on income
A. Israeli taxation
- Corporate tax rates in Israel:
The tax rates relevant to corporations in Israel in the years 2024, 2023 and 2022 is 23%. However, the effective tax rate reported by a company that derives income from a Preferred Enterprise or Preferred Technological Enterprise (as discussed below) is lower.
- Tax benefits under the Law for Encouragement of Capital Investments, 1959 (“the Investment Law”) Approved/Beneficiary Enterprise
Pursuant to the Investment Law, the Company was awarded “Approved Enterprise” and “Beneficiary Enterprise” status under the government alternative benefits path beginning in 2003 until 2018 (included). During this period the Company was entitled to beneficial tax rates of 0% –10%. The Company decided to terminate its “Approved” and ”Beneficiary Enterprise” status early and enjoy beneficial tax rates under the “preferred technological enterprise” status effective beginning 2019.
In the event of distribution of dividends from income taxable at 0% tax rate (the “Trapped Earnings”) as part of the Approved Enterprise or Beneficiary Enterprise statuses, the amount distributed will be subject to corporate tax at the rate ordinarily applicable to the Approved or Beneficiary Enterprise’s.
During October 2022, a final ruling was signed by the Company and the ITA, according to which, the Company paid approximately $4,900.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
- Tax benefits under the Law for Encouragement of Preferred Enterprise and Preferred Technology Enterprise
On May 16, 2017 the Knesset Finance Committee approved Encouragement of Capital Investment Regulations (Preferred Technological Income and Capital Gain of Technological Enterprise) — 2017 (hereinafter: “the Regulations”), which provides rules for applying the “Preferred Technological Enterprise” tax benefit track including the formula that provides the mechanism for allocating the technological income eligible for the benefits
Commencing in 2019 the Company elected the Preferred Technology Enterprise status to apply under the Law for the Encouragement of Capital Investments (the “Investment Law”). The approval is in affect for the tax years 2019 to 2023. The Company expects to continue to meet the conditions to be entitled to the “Preferred Technological Enterprise” status from 2024 and beyond.
Income subject to the Preferred Technology Enterprise status is taxed at reduced tax rate of 12% and income from manufacturing activity in Area A is taxed at reduced tax rate of 7.5%.
- Tax benefits under the Law for the Encouragement of Industry (Taxation), 1969:
Management believes that the Company currently qualifies as an "industrial company" under the above law and as such, is entitled to certain tax benefits including accelerated depreciation, deduction of public offering expenses in three equal annual installments and amortization of other intangible property rights for tax purposes.
- Tax Benefits for Research and Development:
Israeli tax law (section 20A to the Israeli Tax Ordinance (New Version), 1961) allows a tax deduction for research and development expenses, including capital expenses, in the year in which they are paid. Such expenses must relate to scientific research in industry, agriculture, transportation or energy, and must be approved by the relevant Israeli government ministry, determined by the field of research. Expenses incurred in scientific research that are not approved by the relevant government ministry are amortized over a three-year period starting from the tax year in which they are paid.
- Foreign Exchange Regulations:
Under the Foreign Exchange Regulations, the Company calculates its Israeli tax liability in U.S. dollars according to the Israeli Income Tax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the Determination of Their Taxable Income), 1986. The tax liability, as calculated in U.S. dollars is translated into NIS according to the exchange rate as of December 31 of each year.
B. Income taxes on non-Israeli subsidiaries:
The Company’s subsidiaries incorporated in the US, Germany, Singapore, Australia, Brazil, UK, France, Canada, Japan and India are taxed according to tax laws in the countries of their residence. The Company’s effective tax rate depends on the geographical mix of where its profits are earned. In the year 2024, the Company’s U.S. subsidiary is subject to combined federal and state income taxes of 25% and the subsidiaries in Germany and Singapore are subject to corporation tax at a rate of approximately 33% and 17% respectively. As of December 31, 2024, the Company had approximately $57,268 undistributed earnings of its subsidiaries.
These undistributed earnings were designated as indefinitely reinvested.
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
In the event of a distribution of those earnings in the form of dividends, a sale of the subsidiaries, or certain other transactions, we may be liable for income taxes, subject to an adjustment, if any, for foreign tax credits and foreign withholding taxes payable to certain foreign tax authorities.
C. Deferred taxes
Deferred taxes recognized for the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and such amounts for income tax purposes. Significant components of the deferred tax liabilities and assets are as follows:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Deferred tax assets: | ||
| Deferred research and development cost | $4,367 | $2,661 |
| Employee related liabilities | 5,355 | 3,275 |
| Intangible assets | 724 | 857 |
| Goodwill | 1,509 | 1,647 |
| Deferred revenues | 2,012 | 2,563 |
| Carryforward loss | 474 | — |
| Operating lease liability | 1,754 | 2,732 |
| Marketable securities | — | 13 |
| Property and equipment | 27 | 39 |
| Capital Loss | 6,753 | — |
| Other | 1,231 | 749 |
| Total deferred tax assets before valuation allowance | 24,206 | 14,536 |
| Valuation allowance | (7,133) | — |
| Total deferred tax assets | 17,073 | 14,536 |
| Deferred tax liabilities: | ||
| Deferred costs | 2,423 | 3,066 |
| Intangible assets | — | 337 |
| Goodwill | 1,046 | 445 |
| Property and equipment | 641 | 874 |
| Operating lease right-of-use assets | 1,654 | 2,652 |
| Derivative instruments | 53 | 119 |
| Marketable securities | 35 | 15 |
| Other | 149 | 4 |
| Total deferred tax liabilities | 6,001 | 7,512 |
| Total deferred tax assets, net | $11,072 | $7,024 |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
A reconciliation of the amount that would result from applying the Company’s statutory tax rate in Israel to income before income tax expense to the reported amount of income tax expense allocated to continuing operations is as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| (Loss) income before income taxes expense, as reported in the consolidated statements of operations | $(275,984) | $(75,563) | $120,760 |
| Statutory tax rate in Israel | 23% | 23% | 23% |
| Theoretical taxes on (loss) income | (63,476) | (17,379) | 27,775 |
| Foreign subsidiaries taxed at different tax rates | 426 | 565 | 104 |
| Preferred tax rates in Israel | 31,675 | 9,713 | (12,121) |
| Remeasurement of liability instruments | 41,953 | 14,322 | (14,024) |
| (Deductible) non-deductible expenses | (2,003) | 823 | 400 |
| Taxes in respect of prior years | (478) | (1,193) | 103 |
| Tax on dividend distributed from trapped earnings | — | — | (2,369) |
| Change in valuation allowance | (543) | — | — |
| Research and development tax credits | (446) | (2,087) | — |
| Other | (85) | 773 | 87 |
| Actual tax expense (income) | $7,023 | $5,537 | $(45) |
(Loss) income before income tax expense is comprised as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Domestic | $(287,955) | $(88,298) | $110,187 |
| Foreign | 11,971 | 12,735 | 10,573 |
| $(275,984) | $(75,563) | $120,760 | |
Tax expense (income) allocated to continuing operations is comprised as follows:
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Current: | |||
| Domestic | $10,011 | $3,010 | $(2,573) |
| Foreign | 588 | (2,876) | 4,920 |
| Total current tax expense: | 10,599 | 134 | 2,347 |
| Deferred: | |||
| Domestic | (3,159) | 1,596 | (85) |
| Foreign | (417) | 3,807 | (2,307) |
| Total deferred tax (expenses) benefit | (3,576) | 5,403 | (2,392) |
| Total tax expense (income) | $7,023 | $5,537 | $(45) |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows:
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Unrecognized tax benefits, beginning of year | $3,529 | $3,073 |
| Decreases in tax positions for prior years | (1,201) | (436) |
| Increases in tax positions for current year | 1,081 | 892 |
| Unrecognized tax benefits, end of year | $3,409 | $3,529 |
Interest (income) expense recognized related to uncertain tax positions amounted to $(29) , $173 and $129 in 2024 , 2023, and 2022, respectively. Total accrued interest as of December 31, 2024 and 2023 was $441 and $470, respectively, and were included in accrued expenses.
The Company currently does not expect unrecognized tax benefits to change significantly over the next 12 months, except in the case of settlements with tax authorities, the likelihood and timing of which is difficult to estimate.
The Company’s income tax assessments in Israel through the year 2019 are considered final.
The Company is subject to income tax in other jurisdictions outside of Israel, of which the major jurisdiction is the U.S. The Company’s operation in the US is subject to potential examination for tax years 2020 and afterwards.
Timing of the resolution of audits is highly uncertain and therefore, as of December 31, 2024, the Company cannot estimate the change in unrecognized tax benefits resulting from these audit within the next 12 months.
Note 19. Financial (expense) income, net
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 · 2023 · 2022 | |||
| Financial income: | |||
| Interest on deposits and investments | $18,219 | $10,569 | $2,025 |
| Foreign currency translation differences | 80 | 585 | 1,736 |
| Remeasurement of liability instruments | — | — | 116,863 |
| Other | 16 | 147 | 319 |
| Financial expenses: | |||
| Remeasurement of liability instruments | (349,604) | (119,348) | — |
| Bank charges | (143) | (233) | (187) |
| Changes in exchange rates | (1,429) | (379) | (891) |
| Other | (29) | (141) | (149) |
| $(332,890) | $(108,800) | $119,716 | |
Cellebrite DI Ltd. and its Subsidiaries
Notes to consolidated financial statements
U.S. dollars (in thousands, except share and per share data)
Note 20. Transactions and Balances with Related Parties
SUN Corporation, the Company’s controlling shareholder is also a reseller of the Company in the Japanese market.
A. Transactions with SUN Corporation
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Revenues | $4,851 | $4,061 | $3,586 |
B. Balances with SUN Corporation
| December 31, 2024 | December 31, 2023 | |
|---|---|---|
| Trade receivables | $897 | $345 |
Note 21. Segment Information
The Company operates as one operating segment. The Company's chief operating decision maker ("CODM") is its chief executive officer. The CODM reviews financial information presented on a consolidated basis. The CODM uses consolidated net income to assess financial performance and allocate resources.
There is no expense or asset information that is supplemental to those disclosed in these consolidated financial statements, which are regularly provided to the CODM. The allocation of resources and assessment of the performance of the operating segment is based on consolidated net income, as shown in our consolidated statements of operations. The CODM considers the operation in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.