Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document Information Line Items | |
Entity Registrant Name | Cellebrite DI Ltd. |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | On September 27, 2021, the registrant filed a Registration Statement on Form F-1 (Registration No. 333-259826), which was subsequently declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 6, 2021 (“Registration Statement”).This post-effective amendment is being filed to update the Registration Statement to (i) include information contained in the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 29, 2022, and (ii) to update certain other information in such Registration Statement.No additional securities are being registered under this post-effective amendment. All applicable registration fees were paid at the time of the original filing of the Registration Statement. |
Entity Central Index Key | 0001854587 |
Document Period End Date | Dec. 31, 2021 |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | L3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Current assets | |||
Cash and cash equivalents | $ 145,973 | $ 128,709 | |
Restricted cash | 5,137 | ||
Short-term deposits | 35,592 | 108,928 | |
Trade receivables (net of allowance for doubtful accounts of $1,040 and $616 as of December 31, 2021 and December 31, 2020, respectively) | 67,505 | 66,324 | |
Prepaid expenses and other current assets | 12,818 | 7,439 | |
Contract acquisition costs | 4,813 | 2,979 | |
Inventories | 6,511 | 4,754 | |
Total current assets | 273,212 | 324,270 | |
Non-current assets | |||
Other non-current assets | 1,958 | 565 | |
Deferred tax assets, net | 9,800 | 7,372 | |
Property and equipment, net | 16,756 | 16,106 | |
Intangible assets, net | 11,228 | 6,611 | |
Goodwill | 26,829 | 9,463 | |
Total non-current assets | 66,571 | 40,117 | |
Total assets | 339,783 | 364,387 | |
Current liabilities | |||
Trade payables | 9,546 | 4,727 | |
Other accounts payable and accrued expenses | 54,044 | 49,112 | |
Deferred revenues | 122,983 | 105,543 | |
Total current liabilities | 186,573 | 159,382 | |
Long-term liabilities | |||
Liability for employees’ severance benefits | 375 | 366 | |
Other long term liabilities | 9,162 | 6,191 | |
Deferred revenues | 36,426 | 33,439 | |
Restricted Sponsor Shares liability | 44,712 | ||
Price Adjustment Shares liability | 79,404 | ||
Derivative warrant liabilities | 56,478 | ||
Total long-term liabilities | 226,557 | 39,996 | |
Total liabilities | 413,130 | 199,378 | |
Liens, commitments and contingencies | |||
Redeemable convertible preferred shares, NIS 0.00001 par value; 39,779,261 shares authorized, issued and outstanding as of December 31, 2020. Aggregate liquidation preference of $134,411, as of December 31, 2020 | [1] | 101,205 | |
Shareholders’ equity (deficiency) | |||
Share capital, NIS 0.00001 par value; 3,454,112,863 shares authorized and 187,680,294 and 124,671,507 shares issued and outstanding as of December 31, 2021 and 2020, respectively | [1],[2] | ||
Additional paid-in capital | (153,072) | 34,226 | |
Treasury stock, NIS 0.00001 par value; 43,540 ordinary shares | [1] | (85) | (85) |
Accumulated other comprehensive income | 1,372 | 1,321 | |
Retained earnings | 78,438 | 28,342 | |
Total Shareholders’ equity (deficiency) | (73,347) | 63,804 | |
Total liabilities, redeemable convertible preferred shares and shareholders’ equity | $ 339,783 | $ 364,387 | |
[1] | Prior period results have been retroactively adjusted to reflect the 1:1.0422 reverse stock split effected on August 30, 2021. See also Note 12, Shareholders’ Equity, for details. | ||
[2] | Less than US$ 1. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) $ in Thousands | Dec. 31, 2021USD ($)shares | Dec. 31, 2021₪ / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020₪ / shares |
Statement of Financial Position [Abstract] | ||||
Net of allowance for doubtful accounts (in Dollars) | $ | $ 1,040 | $ 616 | ||
Redeemable convertible preferred shares, par value (in New Shekels per share) | ₪ / shares | ₪ 0.00001 | ₪ 0.00001 | ||
Redeemable convertible preferred shares, shares authorized | 39,779,261 | 39,779,261 | ||
Redeemable convertible preferred shares, shares issued | 39,779,261 | 39,779,261 | ||
Redeemable convertible preferred shares, shares outstanding | 39,779,261 | 39,779,261 | ||
Redeemable convertible preferred shares, liquidation preference value (in Dollars) | $ | $ 134,411 | $ 134,411 | ||
Share capital, par value (in New Shekels per share) | ₪ / shares | 0.00001 | 0.00001 | ||
Share capital, shares authorized | 3,454,112,863 | 3,454,112,863 | ||
Share capital, shares issued | 187,680,294 | 187,680,294 | ||
Share capital, shares outstanding | 124,671,507 | 124,671,507 | ||
Treasury stock, par value (in New Shekels per share) | ₪ / shares | ₪ 0.00001 | ₪ 0.00001 | ||
Treasury stock, ordinary shares | 43,540 | 43,540 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Subscription services | $ 120,889 | $ 100,614 | $ 81,505 |
Term-license | 62,428 | 29,131 | 5,142 |
Perpetual license and other | 34,169 | 42,136 | 59,175 |
Professional services | 28,760 | 23,032 | 26,032 |
Total revenue | 246,246 | 194,913 | 171,854 |
Cost of revenue: | |||
Subscription services | 9,369 | 8,795 | 6,585 |
Term-license | 2,299 | 1,709 | 189 |
Perpetual license and other | 9,817 | 9,370 | 10,049 |
Professional services | 21,072 | 18,005 | 19,000 |
Total cost of revenue | 42,557 | 37,879 | 35,823 |
Gross profit | 203,689 | 157,034 | 136,031 |
Operating expenses: | |||
Sales and marketing | 76,389 | 61,305 | 61,610 |
Research and development | 65,541 | 54,377 | 46,573 |
General and administrative | 47,937 | 32,134 | 29,368 |
Total operating expenses | 189,867 | 147,816 | 137,551 |
Operating income (loss) | 13,822 | 9,218 | (1,520) |
Financial income, net | 68,483 | 2,179 | 2,935 |
Income before income tax expense | 82,305 | 11,397 | 1,415 |
Income tax expense | 10,909 | 5,616 | 3,291 |
Net income (loss) | $ 71,396 | $ 5,781 | $ (1,876) |
Net income (loss) per share: | |||
Basic and diluted net income (loss) per share attributable to ordinary shareholders (in Shares) | 70,433 | (9,344) | (10,039) |
Basic net income (loss) per ordinary share (in Dollars per share) | $ 0.49 | $ (0.08) | $ (0.08) |
Diluted net income (loss) per ordinary share (in Dollars per share) | $ 0.44 | $ (0.08) | $ (0.08) |
Weighted average number of ordinary shares used in computing basic net income (loss) per share (in Shares) | 144,002,394 | 123,696,624 | 121,560,817 |
Weighted average number of ordinary shares used in computing diluted net income (loss) per share (in Shares) | 161,538,579 | 123,696,624 | 121,560,817 |
Other comprehensive income (loss) | |||
Unrealized gain (loss) on hedging transactions, net of taxes of $129 and $165 for the year ended December 31, 2021 and 2020 respectively | $ (944) | $ 1,212 | $ 620 |
Foreign currency translation adjustments | 995 | (695) | (25) |
Total other comprehensive income, net of tax | 51 | 517 | 595 |
Total comprehensive income (loss) | $ 71,447 | $ 6,298 | $ (1,281) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net of taxes | $ 129 | $ 165 |
Statements of Changes in Shareh
Statements of Changes in Shareholders’ Equity (Deficiency) - USD ($) $ in Thousands | Redeemable convertible preferred shares | Ordinary Shares Amount | Share capital | Additional paid-in capital | Treasury stock | Comprehensive income | Retained earnings | Total | |||
Balance at Dec. 31, 2018 | $ 119,818,040 | [1] | $ 12,563 | $ (23,898) | $ 209 | $ 80,343 | $ 69,217 | ||||
Balance (in Shares) at Dec. 31, 2018 | |||||||||||
Effect of adoption of revenue recognition standard (in Shares) | [1] | ||||||||||
Balance after the adoption of revenue recognition standard as of January 1, 2019 | 119,818,040 | [1] | [2] | 12,563 | (23,898) | 209 | 84,143 | 73,017 | |||
Net income (loss) | [1] | (1,876) | (1,876) | ||||||||
Foreign currency translation adjustments | [1] | (25) | (25) | ||||||||
Unrealized gain on hedging transactions, net | [1] | 620 | 620 | ||||||||
Stock based compensation | [1] | 12,759 | 12,759 | ||||||||
Exercise of shares option and vested RSUs | 3,664,884 | [1] | [2] | 141 | 141 | ||||||
Issuance of redeemable convertible preferred shares | $ 101,205 | [1] | |||||||||
Issuance of redeemable convertible preferred shares (in Shares) | 39,779,261 | ||||||||||
Dividend paid | [1] | (25,000) | (25,000) | ||||||||
Repurchase of ordinary shares | (283,045) | [1] | [2] | (808) | (808) | ||||||
Cancellation of ordinary shares | [1] | [2] | 24,706 | (24,706) | |||||||
Balance at Dec. 31, 2019 | $ 101,205 | 123,199,879 | [1] | [2] | 25,463 | 804 | 32,561 | 58,828 | |||
Balance (in Shares) at Dec. 31, 2019 | 39,779,261 | ||||||||||
Effect of adoption of revenue recognition standard | [1] | [2] | 3,800 | 3,800 | |||||||
Net income (loss) | [1] | 5,781 | 5,781 | ||||||||
Foreign currency translation adjustments | [1] | (695) | (695) | ||||||||
Unrealized gain on hedging transactions, net | [1] | 1,212 | 1,212 | ||||||||
Stock based compensation | [1] | 7,271 | 7,271 | ||||||||
Exercise of shares option and vested RSUs | 1,513,404 | [1] | [2] | 1,492 | 1,492 | ||||||
Dividend paid | (10,000) | (10,000) | |||||||||
Repurchase of ordinary shares | (41,776) | [1] | [2] | (85) | (85) | ||||||
Balance at Dec. 31, 2020 | $ 101,205 | 124,671,507 | [1] | [2] | 34,226 | (85) | 1,321 | 28,342 | 63,804 | ||
Balance (in Shares) at Dec. 31, 2020 | 39,779,261 | ||||||||||
Net income (loss) | [1] | 71,396 | 71,396 | ||||||||
Foreign currency translation adjustments | [1] | 995 | 995 | ||||||||
Unrealized gain on hedging transactions, net | [1] | (944) | (944) | ||||||||
Stock based compensation | [1] | 6,480 | 6,480 | ||||||||
Exercise of shares option and vested RSUs | 2,804,827 | [1] | [2] | 2,305 | 2,305 | ||||||
Dividend paid | [1] | (78,700) | (21,300) | (100,000) | |||||||
Recapitalization transaction with TWC | 20,424,699 | [1] | (213,722) | (213,722) | |||||||
Issuance costs | [1] | (4,866) | (4,866) | ||||||||
Conversion of preferred shares | $ (101,205) | 39,779,261 | [1] | 101,205 | 101,205 | ||||||
Conversion of preferred shares (in Shares) | (39,779,261) | ||||||||||
Balance at Dec. 31, 2021 | $ 187,680,294 | [1] | $ (153,072) | $ (85) | $ 1,372 | $ 78,438 | $ (73,347) | ||||
Balance (in Shares) at Dec. 31, 2021 | |||||||||||
[1] | Prior period results have been retroactively adjusted to reflect the 1:1.0422 reverse stock split effected on August 30, 2021. See also Note 12, Shareholders’ Equity, for details. | ||||||||||
[2] | Less than US$ 1. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 71,396 | $ 5,781 | $ (1,876) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Stock based compensation | 6,480 | 7,271 | 12,759 |
Depreciation and amortization | 7,007 | 5,879 | 4,079 |
Increase in deferred income taxes | (1,638) | (2,818) | (1,667) |
Other | 689 | ||
Revaluation of derivative warrants | (11,967) | ||
Revaluation of Restricted Sponsor Shares and Price Adjustment Shares liabilities | (55,906) | ||
Increase (decrease) in liability for employees’ severance benefits | 10 | (63) | 131 |
Increase in trade receivables | (1,958) | (19,731) | (12,220) |
Increase in deferred revenues | 21,804 | 47,738 | 15,841 |
Decrease (increase) in prepaid expenses and other current assets | (8,304) | 335 | (3,141) |
Increase in other non-current assets | (1,394) | (339) | (27) |
Decrease (increase) in inventories | (1,798) | (693) | 794 |
Increase (decrease) in trade payables | 4,239 | (1,433) | 974 |
Increase (decrease) in other accounts payables and accrued expenses | 5,107 | 22,449 | (158) |
Increase in other long-term liabilities | 2,974 | 1,445 | 644 |
Net cash provided by operating activities | 36,052 | 66,510 | 16,133 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (5,111) | (6,181) | (6,209) |
Payment related to business combination, net of cash acquired | (20,000) | (15,046) | |
Purchase of intangible asset | (3,000) | ||
Short term deposits, net | 73,337 | 14,778 | (40,513) |
Net cash provided by (used in) investing activities | 45,226 | (6,449) | (46,722) |
Cash flows from financing activities: | |||
Repurchase of common stock | (85) | (808) | |
Proceeds from exercise of shares | 2,305 | 1,492 | 141 |
Proceeds from issuance of Redeemable convertible preferred shares, net of issuance costs | 101,205 | ||
Payment of dividend | (100,000) | (10,000) | (25,000) |
Proceeds from Recapitalization transaction, net | 29,298 | ||
Net cash provided by (used in) financing activities | (68,397) | (8,593) | 75,538 |
Net increase in cash, cash equivalents and restricted cash | 12,881 | 51,468 | 44,949 |
Net effect of currency translation on cash, cash equivalents and restricted cash | (754) | 695 | (67) |
Cash, cash equivalents and restricted cash at beginning of year | 133,846 | 81,683 | 36,801 |
Cash and cash equivalents and restricted cash at end of year | 145,973 | 133,846 | 81,683 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid, net of refund | 8,157 | 2,911 | 3,000 |
Supplemental disclosure of Non-cash investment activities: | |||
Purchase of property and equipment | $ 814 | $ 172 | $ 263 |
General
General | 12 Months Ended |
Dec. 31, 2021 | |
Condensed Financial Information Disclosure [Abstract] | |
General | Note 1. General a. Cellebrite DI Ltd. (the “Company”), an Israeli company, was incorporated on April 13, 1999 as a private company, and began its operations in July 1999. The Company and its wholly owned subsidiaries are engaged in the development, manufacturing, marketing and selling of software and related hardware devices which allow access, unify, generate and analyze defendable digital evidence to its law enforcement customers. The Company’s primary shareholder is SUNCORPORATION, a public Company traded in the Japanese market, that creates novel ideas based on original technologies. b. On February 28, 2020, the Company completed the acquisition of 100% of the shares of BlackBag Technologies Inc. (“BlackBag”), a US computer collection and review solutions company, for the total base consideration $33,362. See also Note 3A. c. On August 30, 2021, the Company merged with TWC Tech Holdings II Corp. (“TWC”). As a result of the merger as agreed in the Merger Agreement, TWC became a direct, wholly owned subsidiary of the Company. Consequently, Cellebrite’s shares and warrants became listed on The Nasdaq Capital Market under the symbols “CLBT” and “CLBTW”, respectively. See also Note 3B. The merger is accounted as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Cellebrite has been determined to be the accounting acquirer. d. On November 11, 2021, the Company completed the acquisition of Digital Clues LTD. (“DC”) carved out assets, for a total consideration of $20,000. DC is an open -source e. In March 2020, the World Health Organization (”WHO”) declared the novel coronavirus COVID -19 -19 -19 -19 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies A. Basis of presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The significant accounting policies followed in the preparation of the financial statements, applied on a consistent basis for all years presented in these financial statements. B. Functional Currency and Foreign Currency Translation A majority of the Company’s revenues are generated outside of Israel and are denominated in US dollars (“US$” 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. |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business combination | Note 3. Business combination a. Acquisition of BlackBag Technologies Inc.: On February 27, 2020, the Company completed the acquisition of 100% of the shares of BlackBag Technologies Inc. (“BlackBag”), a US computer collection and review solutions company, for a total consideration of $33,362. Out of the total consideration, $15,362 was paid in cash at the closing and additional $18,000 will be paid in three installments, $6,000 each year in the first, second and third anniversary of the closing. $13,000 out of the $18,000 are subject to the attainment of certain employee retention and are recognized over two years as payroll expenses and are not included within the total purchase price. Acquisition expenses were $1,848 during 2020 and consist of costs incurred to complete the acquisition and related integration charges. These charges were recorded in general and administrative expenses. Upon acquisition, BlackBag became a wholly owned subsidiary of the Company. The acquisition was accounted for as a business combination. The Company recorded trade name, core technology and goodwill in the amounts of $4,000, $3,900 and $9,463, respectively. The estimated useful life of the trade name and core technology are 4 years and 7 years, respectively. The Company recognized $1,289 and $1,546 amortization costs related to these intangible assets for the year ended December 31, 2021 and December 31, 2020, respectively. b. On April 8, 2021, the Company entered into a Business Combination Agreement and Plan of Merger (the “Merger Agreement”) with TWC Tech Holdings II Corp. (“TWC”), a public listed company in Nasdaq and Cupcake Merger Sub, Inc., a new wholly -owned consummated. Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub merged with and into TWC, the separate corporate existence of Merger Sub ceased and TWC became the surviving corporation and a wholly -owned -owned On the date of Closing of the Merger (the “Closing”) and prior to the Merger becoming effective by acceptance of the Merger Certificate for filing by the Secretary of State of the State of Delaware, and prior to the Company’s Preferred Share conversion into Ordinary Shares as described below, an initial dividend of $21,300 (“Initial Dividend”) and an additional dividend of $78,700 (“Additional Dividend”) were paid to the holders of Company’s Ordinary Shares, Preferred Shares and vested restricted stock units (“RSU”) (all the “Company Shareholders”). Immediately after the payment of the Initial Dividend and the Additional Dividend and prior to the Effective Time each Company Preferred Share was automatically converted into Ordinary Share in accordance with the terms in Cellebrite’s Article of Association. Immediately following such conversion but prior to the Effective Time, the Company effected a reverse stock split of each Company Ordinary Share into such number of Company Ordinary Shares, which set the Ordinary Share value at $10 ( See also Note 12). Furthermore, Cellebrite issued TWC security holders the following securities at the Effective Time: each Public Share was converted into the right to receive one (1) Ordinary Share (the “Per Share Merger Consideration”). At the Effective Time each private warrant of TWC and each Public Warrant was converted into a warrant of Cellebrite, exercisable for the amount of Per Share Merger Consideration that the holder thereof would have received if such warrant had been exercisable and exercised immediately prior to the Business Combination. Additionally, each option and restricted stock unit of Cellebrite remain outstanding, subject to adjusted terms to reflect the effect of the Stock Split on Ordinary Shares. Concurrently with the execution of the Merger Agreement, certain accredited investors (the “PIPE Investors” and each, a “PIPE Investor”) entered into share purchase agreements (the “Share Purchase Agreements” and each, a “Share Purchase Agreement”) pursuant to which the PIPE Investors committed to purchase Ordinary Shares from certain Cellebrite shareholders at a purchase price of $10.00 per share in an aggregate number equal to 30,000,000 and an aggregate purchase price of $300,000 (the “PIPE Investments” and each, a “PIPE Investment”) on the closing date of August 30, 2021 (the “Closing Date”), which were converted into 30,000,000 Ordinary Shares upon the consummation of the Merger (the “PIPE Shares”). The PIPE Investment closed immediately prior to the Merger. c. Acquisition of Digital Clues carved Out Assets: On November 11, 2021, the Company completed the acquisition of Digital Clues LTD. (“DC”) carved out assets, for a total consideration of $20,000 . DC is an open -source The purchase price allocation for the acquisition has been determined as follows: Amount Net assets $ (890 ) Technology 3,347 Customer relationship 177 Goodwill 17,366 Total $ 20,000 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 US$ thousands In years Core technology 3,347 7 Customer relationship 177 10 Total identifiable intangible assets $ 3,524 The Company recorded amortization expenses of $67 for the year ended December 31, 2021. Additionally, the Company incurred transaction costs $267 during the year ended December 31, 2021, which were included in general and administrative expenses in the Consolidated Statements of Operations. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 4. Intangible assets, net a. Definite -lived intangible assets: December 31, 2021 December 31, 2020 Original amounts: Core technology $ 10,411 $ 4,000 Trade name 3,900 3,900 Customer relationship 177 — 14,488 7,900 Accumulated amortization: Core technology 1,470 476 Trade name 1,788 813 Customer relationship 2 — Intangible assets, net 3,260 1,289 $ 11,228 $ 6,611 b. Amortization expense amounted to $1,971, $1,289 and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. c. The expected future amortization expenses by year related to the intangible assets as of December 31, 2021 are as follows: 2022 $ 2,655 2023 2,655 2024 1,843 2025 1,680 2026 and thereafter 2,395 $ 11,228 |
Short-Term Deposits
Short-Term Deposits | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Short-term deposits | Note 5. Short-term deposits Short -term -term -term |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid expenses and other current assets [Abstract] | |
Prepaid expenses and other current assets | Note 6. Prepaid expenses and other current assets December 31, 2021 December 31, 2020 Advances to suppliers $ 827 $ 163 Prepaid expenses 8,927 4,319 Government institutions 1,662 811 Other 1,402 2,146 $ 12,818 $ 7,439 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7. Inventories December 31, 2021 December 31, 2020 Raw materials $ 4,742 $ 3,279 Finished goods 1,769 1,475 $ 6,511 $ 4,754 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 8. Property and equipment, net December 31, 2021 December 31, 2020 Manufacturing equipment $ 526 $ 509 Furniture and equipment 8,294 6,898 Leasehold improvements 6,637 6,430 Computers and software 22,735 18,931 38,192 32,768 Less – accumulated depreciation (21,436 ) (16,662 ) $ 16,756 $ 16,106 Depreciation expenses were $5,036, $4,464 and $3,587 in the year ended December 31, 2021, 2020 and 2019, respectively. |
Other Accounts Payable and Accr
Other Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other accounts payable and accrued expenses | Note 9. Other accounts payable and accrued expenses December 31, 2021 December 31, 2020 Governmental institution $ 2,372 $ 2,192 Employees and related expenses 29,725 28,098 Income tax payable 8,235 6,610 Accrued expenses 12,800 11,037 Phantom option units liability — 538 Advances from customers 695 559 Other 217 78 $ 54,044 $ 49,112 |
Liability for Employees Severan
Liability for Employees Severance Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Liability for employees severance benefits | Note 10. Liability for employees severance benefits a. Under Israeli law and labor agreements, the Company is required to make severance payments to retired or terminated employees and to employees leaving employment in certain other circumstances. The liability of the Company to pay severance pay to its employees is covered by the provision and by the payment of premiums for insurance policies. The Company makes payments into a general provident fund. The amounts deposited in the provident fund and the amounts paid for insurance policies in the names of the companies include accrued profits and may be withdrawn subject to restrictions determined by law. b. According to Section 14 to the Severance Pay Law (“Section 14”) in Israel the payment of monthly deposits by a company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to the employees that have entered into agreements with the company pursuant to such Section 14. Commencing from 2007, the Company has entered into agreements with a majority of its employees in order to implement Section 14. Therefore, beginning that date, the payment of monthly deposits by the Company into recognized severance and pension funds or insurance policies releases it from any additional severance obligation to those employees that have entered into such agreements and therefore the Company incurs no additional liability since that date with respect to such employees. Amounts accumulated in the pension funds or insurance policies pursuant to Section 14 are not supervised or administrated by the Company and therefore neither such amounts nor the corresponding accrual are reflected in the Company’s Consolidated Financial Statements. In addition, we pay severance benefits to our employees located elsewhere in accordance with local laws and practices of the countries in which they are employed and as a result have no accumulated liability. For the year ended December 31, 2021, 2020 and 2019 severance pay expenses amounted to $4,067, $3,340 and $3,476 respectively. c. The US Subsidiary has a defined contribution plan (the “Contribution Plan”) under the provisions of Section 401(k) of the Internal Revenue Code (the “Code”) which covers eligible U.S. employees as they are defined in the Contribution Plan. Participants may elect to contribute up to a maximum amount prescribed by the Code. The Company, at its discretion, makes matching contributions equal to the greater of 6% of the participant’s compensation. For the year ended December 31, 2021 and 2020, the Company made 401(k) plan contributions of approximately $1,455, $877 and $774 , respectively. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments [Abstract] | |
Commitments | Note 11. Commitments The Company has rent agreements for its offices and plants, that are accounted for as operating leases. The latest period included in the agreements will end by February 28, 2031. Certain agreements have extension options. Future minimum lease commitments under non -cancellable US$ 2022 $ 4,890 2023 4,251 2024 5,417 2025 2,221 2026 and thereafter 1,722 $ 18,501 |
Shareholders' Equity (Deficienc
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' equity (deficiency) and redeemable convertible preferred shares | Note 12. Shareholders’ equity (deficiency) and redeemable convertible preferred shares a. Stock Split On August 30, 2021, the Company’s board of directors approved a 1:1.0422 reverse stock split. As a result, all ordinary shares, Preferred Shares, options for ordinary shares, restricted share unites,exercise price and net income (loss) per share amounts were adjusted retroactively for all periods presented in these condensed consolidated financial statements as if the stock split and change in par value had been in effect as of the date of these condensed consolidated interim financial statements. b. Ordinary Shares As of December 31, 2021 and 2020, the Company was authorized to issue 3,454,112,863 Common stock 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 to one 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 stock held by them. c. Redeemable Convertible Preferred shares rights On June 17, 2019, the Company issued 39,779,261 Convertible Preferred shares for $2.765 per share (the “Original Issue Price”) for the total consideration of $101,205 (net of issuance costs). On June 17, 2019, IGP Saferworld Limited Partnership (hereinafter: “IGP”), an investment vehicle of IGP Capital, a venture capital firm based in Israel, invested $110 million in the Company, in exchange for the Company’s redeemable convertible preferred shares, representing 24.4% of the Company’s outstanding ordinary and preferred shares (see also Note 3b and Note 12b). Following the IGP investment, the Company paid to its employees compensation in the amount of $4,034 includes in other expenses in the consolidated statements of operations and comprehensive income (loss). On August 30, 2021, immediately before the consummation of the Merger with TWC, the Company’s Preferred Shares were converted into Ordinary Shares. d. Acquisition of shares by the Company: During 2019, the Company acquired 295,000 e. Option Plan and RSU’s: On June 17, 2019, the Company adopted a restricted share and restricted share units (“RSU”) Plan and a Share Option Plan. Under the RSU Plan, the maximum aggregate number of Shares that may be issued pursuant to awards under this plan shall initially be 5,756,855 authorized but unissued shares, or such other number as the Board may determine from time to time. As for the Share Option Plan, the Company has reserved a total of 20,761,094 Shares for the purposes of the Plan and for the purposes of any other equity incentive plans which may in the future be adopted by the Company. On August 1, 2021, The Company adopted the 2021 (the “2021 Plan). The 2021 plan provides for the grant of share options (including incentive share options and non -qualified -based The maximum aggregate number of shares that may be issued pursuant to awards under this 2021 Plan is 28,075,309. Employee Share Purchase Plan: In August 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 Plan shall be 1,871,687 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 Plan shall for any reason terminate without having been exercised, the Shares not purchased under such right shall again become available for issuance under the Plan. The weighted -average -based The fair value of options granted during the year ended December 31, 2021, December 31, 2020 and December 31, 2019 were calculated based on the following average assumptions: Year ended December 31, 2021 2020 2019 Contractual period in years 10 10 10 Volatility 35.9% – 52.7% 45.1% – 50.2% 43.1% – 45.2% Risk free interest rate 1.3% – 1.4% 0.1% – 1.0% 2.2% – 2.8% Dividend yield —% – 5% 0% – 5% 0% – 5% Exercise price $ $2.385 – $5.190 $2.485 – $3.533 Fair value of Ordinary Share 5.41 – $8.270 $1.950 – $5.190 $2.032 – $3.533 Due to the dividend distribution adjustment mechanism, the exercise price is reduced according to the specific option agreement with each employee. The Company used estimated volatility of comparable public companies to estimate the expected volatility used for the lattice model. The risk -free As of December 31, 2021 the aggregate amount of options and RSU outstanding is 27,276,343. A summary of the Company’s option activity and related information is as follows: Number of Weighted- Weighted- Outstanding at December 31, 2020 30,834,504 $ 2.724 8.14 Granted 70,678 5.036 Exercised 2,626,573 2.661 Forfeited 2,790,712 2.874 Outstanding at December 31, 2021 25,487,897 $ 2.837 7.03 Exercisable at December 31, 2021 16,158,817 $ 2.643 6.45 Number of Weighted- average Weighted- Outstanding at December 31, 2019 27,377,797 $ 3.033 8.59 Granted 9,909,539 2.215 Exercised 693,101 2.238 Forfeited 5,759,731 3.485 Outstanding at December 31, 2020 30,834,504 2.724 8.14 Exercisable at December 31, 2020 13,828,828 2.618 5.70 The weighted average fair values at grant date of options granted for the year ended December 31, 2021 and 2020; with an exercise price equal to the value at the date of grant were $5.04 and $0.74 per share, respectively. The total intrinsic value of options exercised during the years 2021 and 2020 was $8,547 and $2,171 respectively. The aggregate intrinsic value of the outstanding options at December 31, 2021 and 2020, represents the intrinsic value of 25,440,041 and 29,414,990, respectively, outstanding options that are in -the-money -of-the-money A summary of the Company’s RSUs activity is as follows: December 31, December 31, Unvested at beginning of year 893,629 1,898,810 Granted 1,393,208 257,638 Vested* 178,254 805,716 Forfeited 65,059 457,103 Unvested, at end of year 2,043,524 893,629 __________ * 229,156 RSUs subject to deferral arrangements (“DSUs”) under the 2019 Restricted Share and Restricted Share Units Plan, that were vested as of Dec -31 The weighted average fair value at grant date of RSUs granted for the year ended December 31, 2020 and 2021 was $1.95 and $8.27 respectively The total fair value of shares vested during the years 2021 and 2020 was $927 and $4,327, respectively. As of December 31, 2021, the Company had approximately $20,316 of unrecognized compensation expense related to non -vested -vested -based Subsequent to year end, during February, the Company’s board of directors approved additional grant 4,559,059 stock based compensation to its employees. f. Stock based compensation costs are recorded in the consolidated statements of operations were as follows: Year Ended December 31, 2021 2020 2019 Cost of revenues $ 290 $ 304 $ 190 Research and development 1,076 1,145 1,212 Sales and marketing 2,332 2,298 2,969 General and administrative 2,782 3,524 8,388 $ 6,480 $ 7,271 $ 12,759 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net income (loss) per share | Note 13. Net income (loss) per share The following table sets forth the computation of basic losses per share: Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 71,396 $ 5,781 $ (1,876 ) Basic net income attributable to Preferred shareholders — 15,125 8,163 Basic net income attributable to Restricted sponsor shares 963 — — Basic net income (loss) attributable to Ordinary shareholders 70,433 (9,344 ) (10,039 ) Denominator: Weighted average number of Ordinary shares used in computing basic net income (loss) per share 144,002,394 123,696,624 121,560,817 Basic net income (loss) per share of Ordinary shareholders $ 0.49 $ (0.08 ) $ (0.08 ) Weighted average number of Ordinary shares used in computing diluted net income (loss) per share 161,538,579 123,696,624 121,560,817 Diluted net income (loss) per share of Ordinary shareholders $ 0.44 $ (0.08 ) $ (0.08 ) |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Note 14. Revenues Year Ended December 31, 2021 2020 2019 Revenues from subscription services $ 120,889 $ 100,614 $ 81,505 Revenues from term-license 62,428 29,131 5,142 Total revenues from subscription 183,317 129,745 86,647 Revenues from perpetual license and other 34,169 42,136 59,175 Revenues from professional services 28,760 23,032 26,032 $ 246,246 $ 194,913 $ 171,854 Including related party revenues in the amount of $3,678, $1,865 and $3,662 in 2021, 2020 and 2019, respectively. |
Cost of revenues
Cost of revenues | 12 Months Ended |
Dec. 31, 2021 | |
Cost of revenues [Abstract] | |
Cost of revenues | Note 15. Cost of revenues Year Ended December 31, 2021 2020 2019 Materials and changes in inventories $ 10,316 $ 10,532 $ 7,638 Payroll and related expenses 19,754 17,019 14,272 Training expenses 3,885 2,713 5,338 Shipping expenses 1,548 1,543 1,784 Depreciation and Amortization 1,080 1,327 1,501 Inventory write-off 230 150 262 Travel 1,410 866 1,561 Other 4,334 3,729 3,467 $ 42,557 $ 37,879 $ 35,823 Cost of revenues by revenue type Year Ended December 31, 2021 2020 2019 Cost of revenues from subscription services $ 9,369 $ 8,795 $ 6,585 Cost of term-license 2,299 1,709 189 Cost of revenues from perpetual license and 9,817 9,370 10,049 Cost of revenues from professional services 21,072 18,005 19,000 $ 42,557 $ 37,879 $ 35,823 |
Sales and marketing
Sales and marketing | 12 Months Ended |
Dec. 31, 2021 | |
Sales and marketing [Abstract] | |
Sales and marketing | Note 16. Sales and marketing Year Ended December 31, 2021 2020 2019 Payroll and related expenses $ 48,901 $ 39,991 $ 36,559 Sales commissions 10,312 8,246 6,624 Marketing and advertising 5,274 4,098 5,322 Travel and entertainment 2,279 1,276 4,939 Rent and maintenance 2,513 2,640 2,661 Depreciation and amortization 1,872 1,877 824 Vehicle costs 466 423 448 Professional consultants 1,349 808 1,889 Recruiting expenses 1,043 330 859 Other 2,380 1,616 1,485 $ 76,389 $ 61,305 $ 61,610 |
Research and development
Research and development | 12 Months Ended |
Dec. 31, 2021 | |
Research and development [Abstract] | |
Research and development | Note 17. Research and development Year Ended December 31, 2021 2020 2019 Payroll and related expenses $ 53,683 $ 45,716 39,142 Rent and maintenance 1,851 2,117 1,721 Subcontractors and projects 3,482 2,676 2,398 Travel and entertainment 185 20 314 Vehicle costs 232 270 355 Recruiting expenses 178 127 222 Depreciation and amortization 2,100 1,813 1,135 Other 3,830 1,638 1,286 $ 65,541 $ 54,377 $ 46,573 |
General and administrative
General and administrative | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative [Abstract] | |
General and administrative | Note 18. General and administrative Year Ended December 31, 2021 2020 2019 Payroll and related expenses $ 19,366 $ 18,460 16,386 Professional fees 4,307 4,274 2,040 Vehicle costs 469 328 263 Rent and maintenance 1,559 2,147 2,071 Travel and entertainment 249 262 425 Refreshments, gifts and donations 525 778 645 Doubtful accounts and bad debts 676 606 266 Recruiting expenses 727 330 386 Depreciation 1,955 978 484 Issuance costs 11,835 — — Other 6,269 3,971 6,402 $ 47,937 $ 32,134 $ 29,368 |
Taxes on income
Taxes on income | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxes on income | Note 19. Taxes on income A. Israeli taxation 1. Corporate tax rates in Israel: The tax rates relevant to corporations in Israel in the years 2021, 2020 and 2019 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. 2. 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 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 the year ended December 31, 2021, the Company distributed approximately $71,000 attributable to these “trapped earnings” and recorded a related income tax expense of approximately $7,000. As of December 31, 2021, the Company has no remaining trapped earnings that would generate a tax liability, if distributed. On November 15, 2021, the Israeli Economic Efficiency Law for the years 2021 and 2022 was enacted, which consists of numerous legislative amendments and arrangements, including an amendment to Section 74 of the Encouragement Law, which deals with the identification of sources of dividend distributions as of August 15, 2021 (hereinafter — the amendment). The amendment stipulates that in any dividend distribution from companies holding accumulated profits that were exempt from tax until their distribution as a dividend (“trapped earnings”), a certain part of the distribution will be considered a distribution of those trapped earnings, which will be fully taxed upon release. In addition, a temporary provision to the Encouragement Law was enacted, which offers a reduced tax payment arrangement to companies that have trapped earnings. The temporary provision, which is valid until November 14, 2022, stipulates that companies that have chosen to apply it, will be entitled to a tax rebate on corporate income tax, for the released trapped earnings. The release of trapped earnings allows their distribution at a beneficiary corporate tax rate according to the ratio of the distributed profits. The beneficiary corporate tax will be determined according to the ratio of the trapped earnings that the company seeks to release from all its trapped earnings. It will range between 40% to 70% of the corporate tax rate that would have applied to income in the year it was generated, but in any case, not less than 6%. Eligibility for the beneficiary corporate tax rate is conditional on a company’s decision to release part or all of its trapped earnings and the payment of the tax due until November 14, 2022, as well as on making investments in the companies’ industrial plants over five Preferred Enterprise and Preferred Technology Enterprise 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 currently 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 beyond 2023. 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%. 3. Foreign Exchange Regulations: Under the Foreign Exchange Regulations, the Company calculates its Israeli tax liability in U.S. dollars according to certain orders. 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 2021, the Company’s U.S. subsidiary is subject to combined federal and state income taxes of 26% 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, 2021, the Company had approximately $25,768 undistributed earnings of its subsidiaries for which a deferred tax liability of approximately $4,125 was not recognized. These undistributed earnings were designated as indefinitely reinvested. 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, 2021 December 31, 2020 Deferred tax assets: Deferred research and development cost $ 3,556 $ 4,970 Employee related liabilities 842 906 Intangible assets 1,125 1,304 Goodwill 2,773 1,354 Deferred revenues 1,765 1,164 Issuance costs 1,347 — Other 1,068 431 Total deferred tax assets 12,476 10,129 Deferred tax liabilities: Deferred costs 1,324 1,242 Intangible assets 545 771 Goodwill 180 68 Property and equipment 438 455 Derivative instruments 79 208 Other 110 13 Total deferred tax liabilities 2,676 2,757 Total deferred tax assets, net $ 9,800 $ 7,372 A reconciliation of the amount that would result from applying the Company’s e 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, 2021 2020 2019 Income before income taxes expense, as reported in the consolidated statements of operations $ 82,305 $ 11,397 $ 1,415 Statutory tax rate in Israel 23 % 23 % 23 % Theoretical taxes on income 18,930 2,621 325 Foreign subsidiaries taxed at different tax rates 167 81 76 Preferred tax rates in Israel (7,598 ) (72 ) 937 Revaluation of liability instruments (8,145 ) — — Non-deductible expense 1,363 1,501 2,293 Taxes in respect of prior years (125 ) 78 (283 ) Intercompany transfer of intangible assets — 1,324 — Tax on dividend distributed from trapped earnings 7,068 — — Other (751 ) 83 (57 ) Actual income tax expense $ 10,909 $ 5,616 $ 3,291 Income before income tax expense is comprised as follows: Year Ended December 31, 2021 2020 2019 Domestic $ 71,434 $ 4,348 $ (3,920 ) Foreign 10,871 7,049 5,335 $ 82,305 $ 11,397 $ 1,415 Income tax expenses allocated to continuing operations is comprised as follows: Year Ended December 31, 2021 2020 2019 Current: Israel $ 9,665 $ 4,549 $ 3,950 Foreign 2,882 3,885 1,008 Total current tax expense: 12,547 8,434 4,958 Deferred: Israel (10 ) (3,729 ) (1,897 ) Foreign (1,628 ) 911 230 Total deferred tax benefit (1,638 ) (2,818 ) (1,667 ) Total income tax expense $ 10,909 $ 5,616 $ 3,291 A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows: December 31, 2021 December 31, 2020 Unrecognized tax benefits, beginning of year $ 2,007 $ 1,689 Decreases in tax positions for prior years — (388 ) Increases in tax positions for current year 1,231 706 Unrecognized tax benefits, end of year $ 3,238 $ 2,007 Interest expense recognized related to uncertain tax positions amounted to $92, $25 and $51 in 2021, 2020 and 2019, respectively. Total accrued interest as of December 31, 2021 and 2020 was $168 and $76, 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 2016 are considered final and the Company is currently under routine income tax audit for tax years 2017 -2018 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 examination for tax years 2016 and afterwards. Timing of the resolution of audits is highly uncertain and therefore, as of December 31, 2021, the Company cannot estimate the change in unrecognized tax benefits resulting from these audits within the next 12 months. |
Financial income, net
Financial income, net | 12 Months Ended |
Dec. 31, 2021 | |
Financial income, net [Abstract] | |
Financial income, net | Note 20. Financial income, net Year Ended December 31, 2021 2020 2019 Financial income: Interest on deposits $ 847 $ 2,710 $ 3,475 Foreign currency translation differences $ 51 780 380 Revaluation of liability instruments $ 67,873 — — Other $ 276 112 — Financial expenses: Bank charges $ (166 ) (197 ) (222 ) Changes in exchange rates $ (245 ) (1,226 ) (568 ) Other $ (153 ) — (130 ) $ 68,483 $ 2,179 $ 2,935 |
Dividend distribution
Dividend distribution | 12 Months Ended |
Dec. 31, 2021 | |
Dividend Distribution [Abstract] | |
Dividend distribution | Note 21. Dividend distribution In 2021 and 2020 the Board of Directors declared and distributed a dividend of $100,000 and $10,000, respectively, which were paid during the year. The dividend distributions were subject to a withholding tax at the shareholder’s level at the rate of 5% – 25%. See also note 3b. |
Transactions and Balances With
Transactions and Balances With Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Transactions and Balances with Related Parties | Note 22. Transactions and Balances with Related Parties A. Transactions with SUN Corporation Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Revenues 3,678 1,865 3,662 B. Balances with SUN Corporation December 31, 2021 December 31, 2020 Trade receivables 214 — Trade payables — (154 ) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | A. Basis of presentation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The significant accounting policies followed in the preparation of the financial statements, applied on a consistent basis for all years presented in these financial statements. |
Functional Currency and Foreign Currency Translation | B. Functional Currency and Foreign Currency Translation A majority of the Company’s revenues are generated outside of Israel and are denominated in US dollars (“US$” 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. |
Use of estimates | 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 |
Principles of consolidation | 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. |
Cash and cash equivalents and restricted cash | 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. |
Trade Receivable | 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. |
Inventories | 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 |
Property and equipment | 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. |
Impairment of long-lived assets | 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. |
Revenue recognition | 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. |
Research and development costs | 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” |
Product warranties | L. Product warranties The Company provides a one -year |
Advertising expenses | 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. |
Income taxes | N. Income taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” -term The Company implements a two -step |
Stock-Based Compensation | 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 |
Fair value measurements | 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 |
Derivative instruments | 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. |
Goodwill | 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. |
Intangible assets | 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. |
Business combination | 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 |
Concentrations of credit risk | 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 |
Segment reporting | 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 |
Basic and diluted net income (loss) per share | 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. |
Recently issued accounting pronouncements | 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 |
Certain comparative figures have been reclassified to conform to the current year presentation | Y. Certain comparative figures have been reclassified to conform to the current year presentation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | % Computers and software 12.5 – 33 Manufacturing equipment 7 Office furniture and equipment 7 – 15 Leasehold improvements * |
Schedule of 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 |
Schedule of accounts receivable | 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 |
Schedule of public and private warrants | 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 |
Schedule of expiration of the warrants | 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 |
Schedule of company issued equity and debt instrument. | 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 |
Schedule of intangible assets are amortized | Years Core technology 5 – 7 Trade name 4 Customer relationship 10 |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | Amount Net assets $ (890 ) Technology 3,347 Customer relationship 177 Goodwill 17,366 Total $ 20,000 |
Schedule of components of identifiable intangible assets | Fair Value Useful Life US$ thousands In years Core technology 3,347 7 Customer relationship 177 10 Total identifiable intangible assets $ 3,524 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of definite-lived intangible assets | December 31, 2021 December 31, 2020 Original amounts: Core technology $ 10,411 $ 4,000 Trade name 3,900 3,900 Customer relationship 177 — 14,488 7,900 Accumulated amortization: Core technology 1,470 476 Trade name 1,788 813 Customer relationship 2 — Intangible assets, net 3,260 1,289 $ 11,228 $ 6,611 |
Schedule of future amortization expenses | 2022 $ 2,655 2023 2,655 2024 1,843 2025 1,680 2026 and thereafter 2,395 $ 11,228 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid expenses and other current assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, 2021 December 31, 2020 Advances to suppliers $ 827 $ 163 Prepaid expenses 8,927 4,319 Government institutions 1,662 811 Other 1,402 2,146 $ 12,818 $ 7,439 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31, 2021 December 31, 2020 Raw materials $ 4,742 $ 3,279 Finished goods 1,769 1,475 $ 6,511 $ 4,754 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | December 31, 2021 December 31, 2020 Manufacturing equipment $ 526 $ 509 Furniture and equipment 8,294 6,898 Leasehold improvements 6,637 6,430 Computers and software 22,735 18,931 38,192 32,768 Less – accumulated depreciation (21,436 ) (16,662 ) $ 16,756 $ 16,106 |
Other Accounts Payable and Ac_2
Other Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of other accounts payable and accrued expenses | December 31, 2021 December 31, 2020 Governmental institution $ 2,372 $ 2,192 Employees and related expenses 29,725 28,098 Income tax payable 8,235 6,610 Accrued expenses 12,800 11,037 Phantom option units liability — 538 Advances from customers 695 559 Other 217 78 $ 54,044 $ 49,112 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments [Abstract] | |
Schedule of future minimum lease commitments under non-cancellable operating leases | US$ 2022 $ 4,890 2023 4,251 2024 5,417 2025 2,221 2026 and thereafter 1,722 $ 18,501 |
Shareholders' Equity (Deficie_2
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of fair value of options granted | Year ended December 31, 2021 2020 2019 Contractual period in years 10 10 10 Volatility 35.9% – 52.7% 45.1% – 50.2% 43.1% – 45.2% Risk free interest rate 1.3% – 1.4% 0.1% – 1.0% 2.2% – 2.8% Dividend yield —% – 5% 0% – 5% 0% – 5% Exercise price $ $2.385 – $5.190 $2.485 – $3.533 Fair value of Ordinary Share 5.41 – $8.270 $1.950 – $5.190 $2.032 – $3.533 |
Schedule of the company’s option activity | Number of Weighted- Weighted- Outstanding at December 31, 2020 30,834,504 $ 2.724 8.14 Granted 70,678 5.036 Exercised 2,626,573 2.661 Forfeited 2,790,712 2.874 Outstanding at December 31, 2021 25,487,897 $ 2.837 7.03 Exercisable at December 31, 2021 16,158,817 $ 2.643 6.45 Number of Weighted- average Weighted- Outstanding at December 31, 2019 27,377,797 $ 3.033 8.59 Granted 9,909,539 2.215 Exercised 693,101 2.238 Forfeited 5,759,731 3.485 Outstanding at December 31, 2020 30,834,504 2.724 8.14 Exercisable at December 31, 2020 13,828,828 2.618 5.70 |
Schedule of the company’s RSUs activity | December 31, December 31, Unvested at beginning of year 893,629 1,898,810 Granted 1,393,208 257,638 Vested* 178,254 805,716 Forfeited 65,059 457,103 Unvested, at end of year 2,043,524 893,629 __________ * 229,156 RSUs subject to deferral arrangements (“DSUs”) under the 2019 Restricted Share and Restricted Share Units Plan, that were vested as of Dec -31 |
Schedule of stock based compensation costs | Year Ended December 31, 2021 2020 2019 Cost of revenues $ 290 $ 304 $ 190 Research and development 1,076 1,145 1,212 Sales and marketing 2,332 2,298 2,969 General and administrative 2,782 3,524 8,388 $ 6,480 $ 7,271 $ 12,759 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic losses per share | Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 71,396 $ 5,781 $ (1,876 ) Basic net income attributable to Preferred shareholders — 15,125 8,163 Basic net income attributable to Restricted sponsor shares 963 — — Basic net income (loss) attributable to Ordinary shareholders 70,433 (9,344 ) (10,039 ) Denominator: Weighted average number of Ordinary shares used in computing basic net income (loss) per share 144,002,394 123,696,624 121,560,817 Basic net income (loss) per share of Ordinary shareholders $ 0.49 $ (0.08 ) $ (0.08 ) Weighted average number of Ordinary shares used in computing diluted net income (loss) per share 161,538,579 123,696,624 121,560,817 Diluted net income (loss) per share of Ordinary shareholders $ 0.44 $ (0.08 ) $ (0.08 ) |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenues | Year Ended December 31, 2021 2020 2019 Revenues from subscription services $ 120,889 $ 100,614 $ 81,505 Revenues from term-license 62,428 29,131 5,142 Total revenues from subscription 183,317 129,745 86,647 Revenues from perpetual license and other 34,169 42,136 59,175 Revenues from professional services 28,760 23,032 26,032 $ 246,246 $ 194,913 $ 171,854 |
Cost of revenues (Tables)
Cost of revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Cost of revenues [Abstract] | |
Schedule of cost of revenues | Year Ended December 31, 2021 2020 2019 Materials and changes in inventories $ 10,316 $ 10,532 $ 7,638 Payroll and related expenses 19,754 17,019 14,272 Training expenses 3,885 2,713 5,338 Shipping expenses 1,548 1,543 1,784 Depreciation and Amortization 1,080 1,327 1,501 Inventory write-off 230 150 262 Travel 1,410 866 1,561 Other 4,334 3,729 3,467 $ 42,557 $ 37,879 $ 35,823 |
Schedule of cost of revenues by revenue type | Year Ended December 31, 2021 2020 2019 Cost of revenues from subscription services $ 9,369 $ 8,795 $ 6,585 Cost of term-license 2,299 1,709 189 Cost of revenues from perpetual license and 9,817 9,370 10,049 Cost of revenues from professional services 21,072 18,005 19,000 $ 42,557 $ 37,879 $ 35,823 |
Sales and marketing (Tables)
Sales and marketing (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Sales and marketing [Abstract] | |
Schedule of sales and marketing | Year Ended December 31, 2021 2020 2019 Payroll and related expenses $ 48,901 $ 39,991 $ 36,559 Sales commissions 10,312 8,246 6,624 Marketing and advertising 5,274 4,098 5,322 Travel and entertainment 2,279 1,276 4,939 Rent and maintenance 2,513 2,640 2,661 Depreciation and amortization 1,872 1,877 824 Vehicle costs 466 423 448 Professional consultants 1,349 808 1,889 Recruiting expenses 1,043 330 859 Other 2,380 1,616 1,485 $ 76,389 $ 61,305 $ 61,610 |
Research and development (Table
Research and development (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Research and development [Abstract] | |
Schedule of research and development | Year Ended December 31, 2021 2020 2019 Payroll and related expenses $ 53,683 $ 45,716 39,142 Rent and maintenance 1,851 2,117 1,721 Subcontractors and projects 3,482 2,676 2,398 Travel and entertainment 185 20 314 Vehicle costs 232 270 355 Recruiting expenses 178 127 222 Depreciation and amortization 2,100 1,813 1,135 Other 3,830 1,638 1,286 $ 65,541 $ 54,377 $ 46,573 |
General and administrative (Tab
General and administrative (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
General and Administrative [Abstract] | |
Schedule of general and administrative | Year Ended December 31, 2021 2020 2019 Payroll and related expenses $ 19,366 $ 18,460 16,386 Professional fees 4,307 4,274 2,040 Vehicle costs 469 328 263 Rent and maintenance 1,559 2,147 2,071 Travel and entertainment 249 262 425 Refreshments, gifts and donations 525 778 645 Doubtful accounts and bad debts 676 606 266 Recruiting expenses 727 330 386 Depreciation 1,955 978 484 Issuance costs 11,835 — — Other 6,269 3,971 6,402 $ 47,937 $ 32,134 $ 29,368 |
Taxes on income (Tables)
Taxes on income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the deferred tax liabilities and assets | December 31, 2021 December 31, 2020 Deferred tax assets: Deferred research and development cost $ 3,556 $ 4,970 Employee related liabilities 842 906 Intangible assets 1,125 1,304 Goodwill 2,773 1,354 Deferred revenues 1,765 1,164 Issuance costs 1,347 — Other 1,068 431 Total deferred tax assets 12,476 10,129 Deferred tax liabilities: Deferred costs 1,324 1,242 Intangible assets 545 771 Goodwill 180 68 Property and equipment 438 455 Derivative instruments 79 208 Other 110 13 Total deferred tax liabilities 2,676 2,757 Total deferred tax assets, net $ 9,800 $ 7,372 |
Schedule of income before income tax expense to the reported amount | Year Ended December 31, 2021 2020 2019 Income before income taxes expense, as reported in the consolidated statements of operations $ 82,305 $ 11,397 $ 1,415 Statutory tax rate in Israel 23 % 23 % 23 % Theoretical taxes on income 18,930 2,621 325 Foreign subsidiaries taxed at different tax rates 167 81 76 Preferred tax rates in Israel (7,598 ) (72 ) 937 Revaluation of liability instruments (8,145 ) — — Non-deductible expense 1,363 1,501 2,293 Taxes in respect of prior years (125 ) 78 (283 ) Intercompany transfer of intangible assets — 1,324 — Tax on dividend distributed from trapped earnings 7,068 — — Other (751 ) 83 (57 ) Actual income tax expense $ 10,909 $ 5,616 $ 3,291 |
Schedule of income tax expense | Year Ended December 31, 2021 2020 2019 Domestic $ 71,434 $ 4,348 $ (3,920 ) Foreign 10,871 7,049 5,335 $ 82,305 $ 11,397 $ 1,415 |
Schedule of income tax expenses allocated to continuing operations | Year Ended December 31, 2021 2020 2019 Current: Israel $ 9,665 $ 4,549 $ 3,950 Foreign 2,882 3,885 1,008 Total current tax expense: 12,547 8,434 4,958 Deferred: Israel (10 ) (3,729 ) (1,897 ) Foreign (1,628 ) 911 230 Total deferred tax benefit (1,638 ) (2,818 ) (1,667 ) Total income tax expense $ 10,909 $ 5,616 $ 3,291 |
Schedule of the total amounts of unrecognized tax benefits | December 31, 2021 December 31, 2020 Unrecognized tax benefits, beginning of year $ 2,007 $ 1,689 Decreases in tax positions for prior years — (388 ) Increases in tax positions for current year 1,231 706 Unrecognized tax benefits, end of year $ 3,238 $ 2,007 |
Financial income, net (Tables)
Financial income, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Financial income, net [Abstract] | |
Schedule of financial income, net | Year Ended December 31, 2021 2020 2019 Financial income: Interest on deposits $ 847 $ 2,710 $ 3,475 Foreign currency translation differences $ 51 780 380 Revaluation of liability instruments $ 67,873 — — Other $ 276 112 — Financial expenses: Bank charges $ (166 ) (197 ) (222 ) Changes in exchange rates $ (245 ) (1,226 ) (568 ) Other $ (153 ) — (130 ) $ 68,483 $ 2,179 $ 2,935 |
Transactions and Balances Wit_2
Transactions and Balances With Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of transactions with SUN corporation | Year Ended December 31, 2021 December 31, 2020 December 31, 2019 Revenues 3,678 1,865 3,662 |
Schedule of balances with SUN corporation | December 31, 2021 December 31, 2020 Trade receivables 214 — Trade payables — (154 ) |
General (Details)
General (Details) - USD ($) $ in Thousands | Nov. 11, 2021 | Feb. 28, 2020 |
General (Details) [Line Items] | ||
Total consideration | $ 20,000 | |
BlackBag [Member] | ||
General (Details) [Line Items] | ||
Total base consideration | $ 33,362 | |
Business Combination [Member] | BlackBag [Member] | ||
General (Details) [Line Items] | ||
Acquisition shares percentage | 100.00% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2022 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Deferred revenue | $ 138,982 | $ 159,409 | ||
Recognized revenue | $ 97,823 | 61,964 | ||
Commission expenses | 10,700 | 8,400 | 6,800 | |
Advertising expenses | $ 5,274 | 4,098 | $ 5,315 | |
Tax benefit, percentage | 50.00% | |||
Public warrants (in Shares) | 20,000,000 | |||
Private warrants (in Shares) | 9,666,667 | |||
Price per share (in Dollars per share) | $ 11.5 | |||
Price per warrant (in Dollars per share) | 0.01 | |||
Exceeds per share (in Dollars per share) | $ 18 | |||
Restricted sponsor shares, description | 7,500,000 Ordinary Shares issued to the Sponsor, out of a total of 13,500,000 shares, are Restricted Shares and will vest in 3 tranches of 3,000,000, 3,000,000 and 1,500,000, upon achievement of the of the triggering events (as defined in the business combination agreement); 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, | |||
Ordinary shares, description | 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. | |||
Net of tax | $ 577 | 1,521 | ||
Forward contracts | 15,623 | |||
Instruments assets | $ 964 | $ 2,016 | ||
Operating segment | 1 | |||
Reporting unit | 1 | |||
Determined operates segment | 1 | |||
Reportable segment | 1 | |||
Purchase ordinary shares (in Shares) | 9,995,236 | 31,728,133 | 29,276,607 | |
Subsequent Event [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Lease liabilities | $ 16,400 | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Dividend yield, percentage | 0.00% | |||
Historical rate, percentage | 0.00% | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Dividend yield, percentage | 5.00% | |||
Historical rate, percentage | 5.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | Dec. 31, 2021USD ($) |
Manufacturing equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment percentage | $ 7 |
Leasehold improvements [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment percentage | |
Minimum [Member] | Computers and software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment percentage | 12.5 |
Minimum [Member] | Office furniture and equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment percentage | 7 |
Maximum [Member] | Computers and software [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment percentage | 33 |
Maximum [Member] | Office furniture and equipment [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment [Line Items] | |
Property and equipment percentage | $ 15 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of geographical areas - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Disaggregated revenue | $ 246,246 | $ 194,913 | $ 171,854 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Disaggregated revenue | 88,441 | 65,807 | 55,911 |
America [Member] | |||
Segment Reporting Information [Line Items] | |||
Disaggregated revenue | 126,929 | 100,835 | 89,514 |
APAC [Member] | |||
Segment Reporting Information [Line Items] | |||
Disaggregated revenue | $ 30,876 | $ 28,271 | $ 26,429 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Contract assets | $ 8,567 | $ 3,967 |
Contract liabilities, current | 122,983 | 105,543 |
Contract liabilities, non-current | $ 36,426 | $ 33,439 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of public and private warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Public Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of public and private warrants [Line Items] | |
Warrant liability assumed from the Business Combination | $ 34,400 |
Change in fair value of warrant liability | 800 |
Balance, December 31, 2021 | 35,200 |
Private Placement Warrants [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of public and private warrants [Line Items] | |
Warrant liability assumed from the Business Combination | 34,045 |
Change in fair value of warrant liability | (12,767) |
Balance, December 31, 2021 | 21,278 |
Total Derivative Warrant Liability [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of public and private warrants [Line Items] | |
Warrant liability assumed from the Business Combination | 68,445 |
Change in fair value of warrant liability | (11,967) |
Balance, December 31, 2021 | $ 56,478 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of expiration of the warrants $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Number of private placement warrants (in Dollars) | $ | $ 9,666,667 |
Exercise price (in Dollars per share) | $ 11.5 |
Share price (in Dollars per share) | $ 8.02 |
Expiration term (in years) | 4 years 7 months 28 days |
Volatility | 44.80% |
Risk-free Rate | 1.22% |
Minimum [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Dividend yield | 0.00% |
Maximum [Member] | |
Fair Value, Concentration of Risk, Financial Statement Captions [Line Items] | |
Dividend yield | 5.00% |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of company issued equity and debt instrument. $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies (Details) - Schedule of company issued equity and debt instrument. [Line Items] | |
Earn out shares assumed from the Business Combination | $ 180,022 |
Change in fair value of warrant liability | (55,906) |
Balance, December 31, 2021 | 124,116 |
Restricted Sponsor Shares [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of company issued equity and debt instrument. [Line Items] | |
Earn out shares assumed from the Business Combination | 62,347 |
Change in fair value of warrant liability | (17,635) |
Balance, December 31, 2021 | 44,712 |
Price Adjustment Shares [Member] | |
Summary of Significant Accounting Policies (Details) - Schedule of company issued equity and debt instrument. [Line Items] | |
Earn out shares assumed from the Business Combination | 117,675 |
Change in fair value of warrant liability | (38,271) |
Balance, December 31, 2021 | $ 79,404 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of intangible assets are amortized | 12 Months Ended |
Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |
Trade name | 4 years |
Customer relationship | 10 years |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Core technology | 5 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Core technology | 7 years |
Business combination (Details)
Business combination (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2021 | Apr. 08, 2021 | Feb. 27, 2020 | Dec. 31, 2021 |
Business combination (Details) [Line Items] | ||||
Merger Initial Dividend | $ 21,300 | |||
Merger additional dividend | 78,700 | |||
Share value | $ 10 | |||
PIPE Investor [Member] | ||||
Business combination (Details) [Line Items] | ||||
Purchase price (in Dollars per share) | $ 10 | |||
Number of shares (in Shares) | 30,000,000 | |||
Aggregate purchase price | $ 300,000 | |||
Shares converted (in Shares) | 30,000,000 | |||
BlackBag Technologies Inc [Member] | ||||
Business combination (Details) [Line Items] | ||||
Acquisition percentage | 100.00% | |||
Total consideration | $ 33,362 | |||
Cash consideration paid | 15,362 | |||
Consideration paid in installments | 18,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 6,000 | |||
Consideration in installment, description | $6,000 each year in the first, second and third anniversary of the closing. | |||
Employee retention amount | $ 13,000 | |||
Acquisition expenses | 1,848 | |||
Trade name | 4,000 | |||
Core technology | 3,900 | |||
Goodwill | 9,463 | |||
Amortization costs | 1,289 | |||
Intangible assets | $ 1,546 | |||
Digital Clues LTD. [Member] | ||||
Business combination (Details) [Line Items] | ||||
Total consideration | $ 20,000 | |||
Amortization expenses | $ 67 | |||
Transaction costs | $ 267 | |||
Trade Names [Member] | BlackBag Technologies Inc [Member] | ||||
Business combination (Details) [Line Items] | ||||
Useful life of finite-lived | 4 years | |||
Core Technology [Member] | BlackBag Technologies Inc [Member] | ||||
Business combination (Details) [Line Items] | ||||
Useful life of finite-lived | 7 years |
Business combination (Details)
Business combination (Details) - Schedule of purchase price allocation $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of purchase price allocation [Abstract] | |
Net assets | $ (890) |
Technology | 3,347 |
Customer relationship | 177 |
Goodwill | 17,366 |
Total | $ 20,000 |
Business combination (Details_2
Business combination (Details) - Schedule of components of identifiable intangible assets $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business combination (Details) - Schedule of components of identifiable intangible assets [Line Items] | |
Total identifiable intangible assets | $ 3,524 |
Core Technology [Member] | |
Business combination (Details) - Schedule of components of identifiable intangible assets [Line Items] | |
Total identifiable intangible assets | $ 3,347 |
Useful Life | 7 years |
Customer Relationship [Member] | |
Business combination (Details) - Schedule of components of identifiable intangible assets [Line Items] | |
Total identifiable intangible assets | $ 177 |
Useful Life | 10 years |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense amounted | $ 1,971 | $ 1,289 | $ 0 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of definite-lived intangible assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Original amounts: | ||
Intangible assets, gross | $ 14,488 | $ 7,900 |
Accumulated amortization: | ||
Intangible assets, net total | 11,228 | 6,611 |
Core technology [Member] | ||
Original amounts: | ||
Intangible assets, gross | 10,411 | 4,000 |
Accumulated amortization: | ||
Intangible assets, net total | 1,470 | 476 |
Trade name [Member] | ||
Original amounts: | ||
Intangible assets, gross | 3,900 | 3,900 |
Accumulated amortization: | ||
Intangible assets, net total | 1,788 | 813 |
Customer relationship [Member] | ||
Original amounts: | ||
Intangible assets, gross | 177 | |
Accumulated amortization: | ||
Intangible assets, net total | 2 | |
Intangible assets, net [Member] | ||
Accumulated amortization: | ||
Intangible assets, net total | $ 3,260 | $ 1,289 |
Intangible assets, net (Detai_3
Intangible assets, net (Details) - Schedule of future amortization expenses $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future amortization expenses [Abstract] | |
2022 | $ 2,655 |
2023 | 2,655 |
2024 | 1,843 |
2025 | 1,680 |
2026 and thereafter | 2,395 |
Total | $ 11,228 |
Short-Term Deposits (Details)
Short-Term Deposits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Short-Term Deposits (Details) [Line Items] | ||
Short-term deposits (in Dollars) | $ 35,592 | $ 108,928 |
Minimum [Member] | ||
Short-Term Deposits (Details) [Line Items] | ||
Interest rates | 0.10% | 0.27% |
Maximum [Member] | ||
Short-Term Deposits (Details) [Line Items] | ||
Interest rates | 1.55% | 2.47% |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Advances to suppliers | $ 827 | $ 163 |
Prepaid expenses | 8,927 | 4,319 |
Government institutions | 1,662 | 811 |
Other | 1,402 | 2,146 |
Total | $ 12,818 | $ 7,439 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Inventories [Abstract] | ||
Raw materials | $ 4,742 | $ 3,279 |
Finished goods | 1,769 | 1,475 |
Total | $ 6,511 | $ 4,754 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Abstract] | |||
Depreciation expenses | $ 5,036 | $ 4,464 | $ 3,587 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 38,192 | $ 32,768 |
Less – accumulated depreciation | (21,436) | (16,662) |
Property and equipment, net | 16,756 | 16,106 |
Manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 526 | 509 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,294 | 6,898 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,637 | 6,430 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,735 | $ 18,931 |
Other Accounts Payable and Ac_3
Other Accounts Payable and Accrued Expenses (Details) - Schedule of other accounts payable and accrued expenses - Other Accounts Payable and Accrued Expenses [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Accounts Payable and Accrued Expenses (Details) - Schedule of other accounts payable and accrued expenses [Line Items] | ||
Governmental institution | $ 2,372 | $ 2,192 |
Employees and related expenses | 29,725 | 28,098 |
Income tax payable | 8,235 | 6,610 |
Accrued expenses | 12,800 | 11,037 |
Phantom option units liability | 538 | |
Advances from customers | 695 | 559 |
Other | 217 | 78 |
Total | $ 54,044 | $ 49,112 |
Liability for Employees Sever_2
Liability for Employees Severance Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Severance pay expenses amounted | $ 4,067 | $ 3,340 | $ 3,476 |
Matching contributions, percentage | 6.00% | ||
Contributions, description | For the year ended December 31, 2021 and 2020, the Company made 401(k) plan contributions of approximately $1,455, $877 and $774 , respectively. |
Commitments (Details) - Schedul
Commitments (Details) - Schedule of future minimum lease commitments under non-cancellable operating leases $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum lease commitments under non-cancellable operating leases [Abstract] | |
2022 | $ 4,890 |
2023 | 4,251 |
2024 | 5,417 |
2025 | 2,221 |
2026 and thereafter | 1,722 |
Total | $ 18,501 |
Shareholders' Equity (Deficie_3
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Aug. 30, 2021 | Jul. 17, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2021ILS (₪)shares | Dec. 31, 2020ILS (₪)shares | |
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) [Line Items] | |||||||
Ordinary shares par value (in New Shekels) | ₪ | ₪ 0.00001 | ₪ 0.00001 | |||||
Ordinary shares authorized | 3,454,112,863 | 3,454,112,863 | 3,454,112,863 | 3,454,112,863 | |||
Convertible preferred shares issued | 39,779,261 | ||||||
Convertible preferred shares per share (in Dollars per share) | $ / shares | $ 2.765 | ||||||
Total consideration (in Dollars) | $ | $ 101,205 | ||||||
Invested amount (in Dollars) | $ | $ 110,000 | ||||||
Outstanding ordinary and preferred shares percentage | 24.40% | ||||||
Compensation amount (in Dollars) | $ | $ 4,034 | ||||||
Acquired shares | 43,540 | 295,000 | |||||
Authorized but unissued shares | 5,756,855 | ||||||
Maximum aggregate number of shares | 28,075,309 | ||||||
Aggregate number of Shares | 1,871,687 | ||||||
Shares outstanding percentage | 1.00% | ||||||
RSU outstanding | 27,276,343 | 27,276,343 | |||||
Weighted average fair values at grant date of options granted (in Dollars per share) | $ / shares | $ 5.04 | $ 0.74 | |||||
Total intrinsic value of options exercised (in Dollars) | $ | $ 8,547 | $ 2,171 | |||||
Aggregate intrinsic value of the outstanding options | 25,440,041 | 29,414,990 | |||||
Remaining outstanding options | 70,678 | 143,939 | |||||
Intrinsic value considered | 0 | 0 | |||||
Weighted average fair value at grant date of RSUs granted (in Dollars per share) | $ / shares | $ 1.95 | $ 8.27 | |||||
Total fair value of shares vested (in Dollars) | $ | $ 927 | $ 4,327 | |||||
Unrecognized compensation expense (in Dollars) | $ | $ 20,316 | ||||||
Weighted average period | 3 years 7 months 6 days | ||||||
Stock based compensation to employees | 4,559,059 | ||||||
Minimum [Member] | |||||||
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) [Line Items] | |||||||
Reverse stock split | 1 | ||||||
Maximum [Member] | |||||||
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) [Line Items] | |||||||
Reverse stock split | 1.0422 |
Shareholders' Equity (Deficie_4
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of fair value of options granted - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of fair value of options granted [Line Items] | |||
Contractual period in years | 10 years | 10 years | 10 years |
Dividend yield | 5.00% | ||
Exercise price (in Dollars per share) | $ 2.643 | $ 2.618 | |
Minimum [Member] | |||
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of fair value of options granted [Line Items] | |||
Volatility | 35.90% | 45.10% | 43.10% |
Risk free interest rate | 1.30% | 0.10% | 2.20% |
Dividend yield | 0.00% | 0.00% | |
Exercise price (in Dollars per share) | $ 0 | $ 2.385 | $ 2.485 |
Fair value of Ordinary Share (in Dollars per share) | $ 5.41 | $ 1.95 | $ 2.032 |
Maximum [Member] | |||
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of fair value of options granted [Line Items] | |||
Volatility | 52.70% | 50.20% | 45.20% |
Risk free interest rate | 1.40% | 1.00% | 2.80% |
Dividend yield | 5.00% | 5.00% | |
Exercise price (in Dollars per share) | $ 8.27 | $ 5.19 | $ 3.533 |
Fair value of Ordinary Share (in Dollars per share) | $ 8.27 | $ 5.19 | $ 3.533 |
Shareholders' Equity (Deficie_5
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of the company’s option activity - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of the company’s option activity [Abstract] | ||
Number of options, beginning balance | 30,834,504 | 27,377,797 |
Weighted- average exercise price, beginning balance | $ 2.724 | $ 3.033 |
Weighted- average remaining contractual term (in years), beginning balance | 8 years 1 month 20 days | 8 years 7 months 2 days |
Number of options, Granted | 70,678 | 9,909,539 |
Weighted- average exercise price, Granted | $ 5.036 | $ 2.215 |
Number of options, exercised | 2,626,573 | 693,101 |
Weighted- average exercise price, exercised | $ 2.661 | $ 2.238 |
Number of options, forfeited | 2,790,712 | 5,759,731 |
Weighted- average exercise price, forfeited | $ 2.874 | $ 3.485 |
Number of options, ending balance | 25,487,897 | 30,834,504 |
Weighted- average exercise price, ending balance | $ 2.837 | $ 2.724 |
Weighted- average remaining contractual term (in years), ending balance | 7 years 10 days | 8 years 1 month 20 days |
Number of options, exercisable | 16,158,817 | 13,828,828 |
Weighted- average exercise price, exercisable | $ 2.643 | $ 2.618 |
Weighted- average remaining contractual term (in years), exercisable | 6 years 5 months 12 days | 5 years 8 months 12 days |
Shareholders' Equity (Deficie_6
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of the company’s RSUs activity - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of the company’s RSUs activity [Abstract] | |||
Unvested at beginning of year | 893,629 | 1,898,810 | |
Granted | 1,393,208 | 257,638 | |
Vested | [1] | 178,254 | 805,716 |
Forfeited | 65,059 | 457,103 | |
Unvested, at end of year | 2,043,524 | 893,629 | |
[1] | 229,156 RSUs subject to deferral arrangements (“DSUs”) under the 2019 Restricted Share and Restricted Share Units Plan, that were vested as of Dec-31, 2020, and additional 43,356 DSUs that were vested in 2021 are not included in the count of shares, as according to that plan, upon their vesting they remain as a Share Unit and not converted into shares. |
Shareholders' Equity (Deficie_7
Shareholders' Equity (Deficiency) and Redeemable Convertible Preferred Shares (Details) - Schedule of stock based compensation costs - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of stock based compensation costs [Abstract] | |||
Cost of revenues | $ 290 | $ 304 | $ 190 |
Research and development | 1,076 | 1,145 | 1,212 |
Sales and marketing | 2,332 | 2,298 | 2,969 |
General and administrative | 2,782 | 3,524 | 8,388 |
Total | $ 6,480 | $ 7,271 | $ 12,759 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - Schedule of computation of basic losses per share - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) (in Dollars) | $ 71,396 | $ 5,781 | $ (1,876) |
Basic net income attributable to Preferred shareholders | 15,125 | 8,163 | |
Basic net income attributable to Restricted sponsor shares | 963 | ||
Basic net income (loss) attributable to Ordinary shareholders | 70,433 | (9,344) | (10,039) |
Denominator: | |||
Weighted average number of Ordinary shares used in computing basic net income (loss) per share | 144,002,394 | 123,696,624 | 121,560,817 |
Basic net income (loss) per share of Ordinary shareholders (in Dollars per share) | $ 0.49 | $ (0.08) | $ (0.08) |
Weighted average number of Ordinary shares used in computing diluted net income (loss) per share | 161,538,579 | 123,696,624 | 121,560,817 |
Diluted net income (loss) per share of Ordinary shareholders (in Dollars per share) | $ 0.44 | $ (0.08) | $ (0.08) |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Related party revenues | $ 3,678 | $ 1,865 | $ 3,662 |
Revenues (Details) - Schedule o
Revenues (Details) - Schedule of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of revenues [Abstract] | |||
Revenues from subscription services | $ 120,889 | $ 100,614 | $ 81,505 |
Revenues from term-license | 62,428 | 29,131 | 5,142 |
Total revenues from subscription | 183,317 | 129,745 | 86,647 |
Revenues from perpetual license and other | 34,169 | 42,136 | 59,175 |
Revenues from professional services | 28,760 | 23,032 | 26,032 |
Revenues | $ 246,246 | $ 194,913 | $ 171,854 |
Cost of revenues (Details) - Sc
Cost of revenues (Details) - Schedule of cost of revenues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of cost of revenues [Abstract] | |||
Materials and changes in inventories | $ 10,316 | $ 10,532 | $ 7,638 |
Payroll and related expenses | 19,754 | 17,019 | 14,272 |
Training expenses | 3,885 | 2,713 | 5,338 |
Shipping expenses | 1,548 | 1,543 | 1,784 |
Depreciation and Amortization | 1,080 | 1,327 | 1,501 |
Inventory write-off | 230 | 150 | 262 |
Travel | 1,410 | 866 | 1,561 |
Other | 4,334 | 3,729 | 3,467 |
Total | $ 42,557 | $ 37,879 | $ 35,823 |
Cost of revenues (Details) - _2
Cost of revenues (Details) - Schedule of cost of revenues by revenue type - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of cost of revenues by revenue type [Abstract] | |||
Cost of revenues from subscription services | $ 9,369 | $ 8,795 | $ 6,585 |
Cost of term-license | 2,299 | 1,709 | 189 |
Cost of revenues from perpetual license and other | 9,817 | 9,370 | 10,049 |
Cost of revenues from professional services | 21,072 | 18,005 | 19,000 |
Total | $ 42,557 | $ 37,879 | $ 35,823 |
Sales and marketing (Details) -
Sales and marketing (Details) - Schedule of sales and marketing - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of sales and marketing [Abstract] | |||
Payroll and related expenses | $ 48,901 | $ 39,991 | $ 36,559 |
Sales commissions | 10,312 | 8,246 | 6,624 |
Marketing and advertising | 5,274 | 4,098 | 5,322 |
Travel and entertainment | 2,279 | 1,276 | 4,939 |
Rent and maintenance | 2,513 | 2,640 | 2,661 |
Depreciation and amortization | 1,872 | 1,877 | 824 |
Vehicle costs | 466 | 423 | 448 |
Professional consultants | 1,349 | 808 | 1,889 |
Recruiting expenses | 1,043 | 330 | 859 |
Other | 2,380 | 1,616 | 1,485 |
Total | $ 76,389 | $ 61,305 | $ 61,610 |
Research and development (Detai
Research and development (Details) - Schedule of research and development - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of research and development [Abstract] | |||
Payroll and related expenses | $ 53,683 | $ 45,716 | $ 39,142 |
Rent and maintenance | 1,851 | 2,117 | 1,721 |
Subcontractors and projects | 3,482 | 2,676 | 2,398 |
Travel and entertainment | 185 | 20 | 314 |
Vehicle costs | 232 | 270 | 355 |
Recruiting expenses | 178 | 127 | 222 |
Depreciation and amortization | 2,100 | 1,813 | 1,135 |
Other | 3,830 | 1,638 | 1,286 |
Total | $ 65,541 | $ 54,377 | $ 46,573 |
General and administrative (Det
General and administrative (Details) - Schedule of general and administrative - General and Administrative [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
General and administrative (Details) - Schedule of general and administrative [Line Items] | |||
Payroll and related expenses | $ 19,366 | $ 18,460 | $ 16,386 |
Professional fees | 4,307 | 4,274 | 2,040 |
Vehicle costs | 469 | 328 | 263 |
Rent and maintenance | 1,559 | 2,147 | 2,071 |
Travel and entertainment | 249 | 262 | 425 |
Refreshments, gifts and donations | 525 | 778 | 645 |
Doubtful accounts and bad debts | 676 | 606 | 266 |
Recruiting expenses | 727 | 330 | 386 |
Depreciation | 1,955 | 978 | 484 |
Issuance costs | 11,835 | ||
Other | 6,269 | 3,971 | 6,402 |
General and administrative total | $ 47,937 | $ 32,134 | $ 29,368 |
Taxes on income (Details)
Taxes on income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 30, 2021 | |
Taxes on income (Details) [Line Items] | ||||
Effective tax rate | 50.00% | |||
Income taxable at tax rate | 0.00% | |||
Trapped earnings (in Dollars) | $ 71,000 | |||
Related income tax expense (in Dollars) | $ 7,000 | |||
Beneficiary corporate tax rate | 6.00% | |||
Industrial plants over | 5 years | |||
Trapped earning distributed (in Dollars) | $ 71,000 | |||
Taxed at reduced tax rate | 12.00% | |||
Reduced tax rate | 7.50% | |||
Income taxes on non-Israeli subsidiaries | the Company’s U.S. subsidiary is subject to combined federal and state income taxes of 26% 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, 2021, the Company had approximately $25,768 undistributed earnings of its subsidiaries for which a deferred tax liability of approximately $4,125 was not recognized. | |||
Uncertain tax positions amounted (in Dollars) | $ 92 | $ 25 | $ 51 | |
Total accrued interest (in Dollars) | $ 168 | $ 76 | ||
Israel [Member] | ||||
Taxes on income (Details) [Line Items] | ||||
Effective tax rate | 23.00% | 23.00% | 23.00% | |
Minimum [Member] | ||||
Taxes on income (Details) [Line Items] | ||||
Beneficial tax rates | 0.00% | |||
Corporate tax rate | 40.00% | |||
Maximum [Member] | ||||
Taxes on income (Details) [Line Items] | ||||
Beneficial tax rates | 10.00% | |||
Corporate tax rate | 70.00% |
Taxes on income (Details) - Sch
Taxes on income (Details) - Schedule of the deferred tax liabilities and assets - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets: | ||
Deferred research and development cost | $ 3,556 | $ 4,970 |
Employee related liabilities | 842 | 906 |
Intangible assets | 1,125 | 1,304 |
Goodwill | 2,773 | 1,354 |
Deferred revenues | 1,765 | 1,164 |
Issuance costs | 1,347 | |
Other | 1,068 | 431 |
Total deferred tax assets | 12,476 | 10,129 |
Deferred tax liabilities: | ||
Deferred costs | 1,324 | 1,242 |
Intangible assets | 545 | 771 |
Goodwill | 180 | 68 |
Property and equipment | 438 | 455 |
Derivative instruments | 79 | 208 |
Other | 110 | 13 |
Total deferred tax liabilities | 2,676 | 2,757 |
Total deferred tax assets, net | $ 9,800 | $ 7,372 |
Taxes on income (Details) - S_2
Taxes on income (Details) - Schedule of income before income tax expense to the reported amount - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income before income tax expense to the reported amount [Abstract] | |||
Income before income taxes expense, as reported in the consolidated statements of operations | $ 82,305 | $ 11,397 | $ 1,415 |
Statutory tax rate in Israel | 23.00% | 23.00% | 23.00% |
Theoretical taxes on income | $ 18,930 | $ 2,621 | $ 325 |
Foreign subsidiaries taxed at different tax rates | 167 | 81 | 76 |
Preferred tax rates in Israel | (7,598) | (72) | 937 |
Revaluation of liability instruments | (8,145) | ||
Non-deductible expense | 1,363 | 1,501 | 2,293 |
Taxes in respect of prior years | (125) | 78 | (283) |
Intercompany transfer of intangible assets | 1,324 | ||
Tax on dividend distributed from trapped earnings | 7,068 | ||
Other | (751) | 83 | (57) |
Actual income tax expense | $ 10,909 | $ 5,616 | $ 3,291 |
Taxes on income (Details) - S_3
Taxes on income (Details) - Schedule of income tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of income tax expense [Abstract] | |||
Domestic | $ 71,434 | $ 4,348 | $ (3,920) |
Foreign | 10,871 | 7,049 | 5,335 |
Total | $ 82,305 | $ 11,397 | $ 1,415 |
Taxes on income (Details) - S_4
Taxes on income (Details) - Schedule of income tax expenses allocated to continuing operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Israel | $ 9,665 | $ 4,549 | $ 3,950 |
Foreign | 2,882 | 3,885 | 1,008 |
Total current tax expense: | 12,547 | 8,434 | 4,958 |
Deferred: | |||
Israel | (10) | (3,729) | (1,897) |
Foreign | (1,628) | 911 | 230 |
Total deferred tax benefit | (1,638) | (2,818) | (1,667) |
Total income tax expense | $ 10,909 | $ 5,616 | $ 3,291 |
Taxes on income (Details) - S_5
Taxes on income (Details) - Schedule of the total amounts of unrecognized tax benefits - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of the total amounts of unrecognized tax benefits [Abstract] | ||
Unrecognized tax benefits, beginning of year | $ 2,007 | $ 1,689 |
Decreases in tax positions for prior years | (388) | |
Increases in tax positions for current year | 1,231 | 706 |
Unrecognized tax benefits, end of year | $ 3,238 | $ 2,007 |
Financial income, net (Details)
Financial income, net (Details) - Schedule of financial income, net - Financial income, Net [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financial income: | |||
Interest on deposits | $ 847 | $ 2,710 | $ 3,475 |
Foreign currency translation differences | 51 | 780 | 380 |
Revaluation of liability instruments | 67,873 | ||
Other | 276 | 112 | |
Financial expenses: | |||
Bank charges | (166) | (197) | (222) |
Changes in exchange rates | (245) | (1,226) | (568) |
Other | (153) | (130) | |
Total | $ 68,483 | $ 2,179 | $ 2,935 |
Dividend distribution (Details)
Dividend distribution (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Dividend distribution (Details) [Line Items] | ||
Distributed dividend | $ 100,000 | $ 10,000 |
Minimum [Member] | ||
Dividend distribution (Details) [Line Items] | ||
Tax shareholder percentage | 5.00% | |
Maximum [Member] | ||
Dividend distribution (Details) [Line Items] | ||
Tax shareholder percentage | 25.00% |
Transactions and Balances Wit_3
Transactions and Balances With Related Parties (Details) - Schedule of transactions with SUN corporation - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Transactions With SUN Corporation [Member] | |||
Condensed Statement of Income Captions [Line Items] | |||
Revenues | $ 3,678,000 | $ 1,865,000 | $ 3,662,000 |
Transactions and Balances Wit_4
Transactions and Balances With Related Parties (Details) - Schedule of balances with SUN corporation - Balances With SUN Corporation [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Transactions and Balances With Related Parties (Details) - Schedule of balances with SUN corporation [Line Items] | ||
Trade receivables | $ 214 | |
Trade payables | $ (154) |