PETAH TIKVA, Israel, June 7,
2021 /PRNewswire/ -- Cellebrite, the global leader in
Digital Intelligence ("DI") solutions for the public and private
sectors, today announced financial results for the three months
ended March 31, 2021.
"Cellebrite is off to a strong start in 2021, with first quarter
2021 revenue growth and profitability exceeding our expectations,"
said Yossi Carmil, Cellebrite's CEO.
"We were pleased with our ability to execute our growth strategy
and continue introducing our customers to digital intelligence
solutions designed to help them transform and accelerate the
investigative workflow. We remain focused on our strategy and
believe we are on track to meet our targets for the full year.
Signing the business combination agreement with TWC Tech Holdings
II Corp. shortly after the end of the quarter was an exciting
milestone, and we expect to complete our merger and transition to
becoming a public company in the third quarter of the year."
First Quarter Financial and Business Highlights
- Annual Recurring Revenue (ARR) of $150
million, up 53% year-over-year
- ARR dollar-based net retention rate of 148%
- Revenue of $53.3 million, up 38%
year-over-year
- Subscription revenue of $40.5
million, up 59% year-over-year
- Gross profit and gross margin of $45.1
million and 85%, respectively
- Adjusted EBITDA and Adjusted EBITDA margin of $11.3 million and 21%, respectively
- Launched Cellebrite Endpoint Inspector - a cloud-first remote
collection solution for Windows and Mac for eDiscovery and
corporate investigations
- Partnered with Axon to seamlessly integrate the data collected,
analyzed, and reviewed by Cellebrite's Digital Intelligence
Investigative Platform with Axon Evidence
In addition, Cellebrite recently announced important
milestones aimed at extending its digital intelligence
platform:
- Established a strategic partnership with Singapore's Home Team Science and Technology
Agency (HTX), an arm of the Ministry of Home Affairs, to drive
innovation and deliver industry leading digital intelligence
capabilities
- Launched the latest version of Cellebrite Pathfinder, its
flagship investigative analytics solution achieving significant
milestones in data analysis, enterprise readiness, scalability, and
process performance
Business Combination with TWC Tech Holdings
As previously announced, Cellebrite and TWC Tech Holdings have
entered into a definitive business combination agreement and plan
of merger ("Merger Agreement"). As a result of the transaction,
Cellebrite expects to become a publicly listed company on Nasdaq
under the new ticker symbol, "CLBT", and the pro forma implied
equity value of Cellebrite post-merger is expected to be
approximately $2.4 billion. The
transaction seeks to accelerate Cellebrite's ability to execute on
significant near-term growth opportunities in the public sector,
develop new customer solutions and expand its private sector and
end-market reach.
Non-GAAP Financial Information
This press release includes non-GAAP financial measures. TWC
Tech Holdings and Cellebrite believe that these non-GAAP measures
are useful to investors for two principal reasons. First, we
believe these measures may assist investors in comparing
performance over various reporting periods on a consistent basis by
removing from operating results the impact of items that do not
reflect core operating performance. Second, these measures are used
by Cellebrite's management to assess its performance. TWC Tech
Holdings and Cellebrite believe that the use of these non-GAAP
financial measures provides an additional tool for investors to use
in evaluating ongoing operating results and trends. These non-GAAP
measures should not be considered in isolation from, or as an
alternative to, financial measures determined in accordance with
GAAP. Other companies may calculate these non-GAAP financial
measures differently, and therefore such financial measures may not
be directly comparable to similarly titled measures of other
companies. In addition, such information and data may not be
included in, may be adjusted in or may be presented differently in
any proxy statement or registration statement to be filed by TWC
Tech Holdings with the SEC. A reconciliation of certain of these
non-GAAP financial measures to their most comparable GAAP measure
is set forth in a table included at the end of this press
release.
About Cellebrite
Cellebrite's mission is to enable its customers to protect and
save lives, accelerate justice and preserve privacy in communities
around the world. Cellebrite is the global leader in Digital
Intelligence solutions for the public and private sectors,
empowering organizations to master the complexities of legally
sanctioned digital investigations by streamlining intelligence
processes. Trusted by thousands of leading agencies and companies
in more than 140 countries, Cellebrite's Digital Intelligence
platform and solutions transform how customers collect, review,
analyze and manage data in legally sanctioned investigations. To
learn more visit us at www.cellebrite.com and
https://www.cellebrite.com/en/investors/.
About TWC Tech Holdings II Corp
TWC Tech Holdings II Corp ("TWC Tech Holdings") is a blank check
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination. TWC Tech Holdings raised $600 million in its initial public offering in
September 2020. TWC Tech Holdings
securities are listed on the Nasdaq Capital Market under the ticker
symbols TWCT, TWCTU and TWCTW.
About True Wind Capital
True Wind Capital is a San
Francisco-based private equity firm focused on investing in
leading technology companies. True Wind has a broad investing
mandate, with deep industry expertise across software, tech-enabled
services, and hardware.
Caution Regarding Forward Looking Statements
This document includes "forward looking statements" within the
meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"forecast," "intend," "seek," "target," "anticipate," "believe,"
"could," "continue," "expect," "estimate," "may," "plan,"
"outlook," "future" and "project" and other similar expressions
that predict or indicate future events or trends or that are not
statements of historical matters. Such forward looking statements
include estimated financial information. Such forward looking
statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of TWC
Tech Holdings, Cellebrite or the combined company after completion
of the proposed business combination contemplated by the Merger
Agreement (the "business combination") are based on current
expectations that are subject to risks and uncertainties. A number
of factors could cause actual results or outcomes to differ
materially from those indicated by such forward looking statements.
These factors include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement and the proposed business
combination contemplated thereby; (2) the inability to complete the
transactions contemplated by the Merger Agreement due to the
failure to obtain approval of the stockholders of TWC Tech Holdings
or other conditions to closing in the Merger Agreement; (3) the
ability to meet Nasdaq's listing standards following the
consummation of the transactions contemplated by the Merger
Agreement; (4) the risk that the proposed transaction disrupts
current plans and operations of Cellebrite as a result of the
announcement and consummation of the transactions described herein;
(5) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of the combined company to
grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key
employees; (6) costs related to the proposed business combination;
(7) changes in applicable laws or regulations; (8) the possibility
that Cellebrite may be adversely affected by other economic,
business, and/or competitive factors; and (9) other risks and
uncertainties indicated from time to time in other documents filed
or to be filed with the SEC by TWC Tech Holdings. You are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. TWC Tech Holdings and
Cellebrite undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
Additional Information
In connection with the proposed business combination between
Cellebrite and TWC Tech Holdings, Cellebrite has filed a
registration statement on Form F-4 that includes a preliminary
proxy statement to be distributed to stockholders of TWC Tech
Holdings II Corp. in connection with TWC Tech Holdings'
solicitation of proxies for the vote by its stockholders with
respect to the proposed business combination. After the
registration statement has been filed and declared effective by the
SEC, TWC Tech Holdings will mail a definitive proxy statement /
prospectus to its stockholders as of the record date established
for voting on the proposed business combination and the other
proposals regarding the proposed business combination set forth in
the proxy statement. Cellebrite or TWC Tech Holdings may also file
other documents with the SEC regarding the proposed business
combination. Before making any investment or voting decision,
stockholders and other interested persons are advised to read, when
available, the registration statement and preliminary proxy
statement / prospectus and any amendments thereto, and the
definitive proxy statement / prospectus in connection with TWC Tech
Holdings' solicitation of proxies for the special meeting to be
held to approve the transactions contemplated by the proposed
business combination because these materials will contain important
information about Cellebrite, TWC Tech Holdings and the proposed
transaction. Stockholders will also be able to obtain a copy of the
preliminary proxy statement / prospectus and the definitive proxy
statement / prospectus once they are available, without charge, at
the SEC's website at www.sec.gov, or at Cellebrite's website at
www.cellebrite.com, or by directing a request to: TWC Tech Holdings
II Corp., Four Embarcadero Center, Suite 2100, San Francisco, CA 94111.
No Offer or Solicitation
This document is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to buy or exchange, the securities of Cellebrite, TWC Tech
Holdings or the combined company, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation,
sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Participants in the Solicitation
Cellebrite and TWC Tech Holdings and their respective directors
and officers may be deemed participants in the solicitation of
proxies of TWC Tech Holdings stockholders in connection with the
proposed business combination. TWC Tech Holdings stockholders,
Cellebrite's shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of Cellebrite and TWC Tech Holdings at Cellebrite's
website at www.cellebrite.com, or in TWC Tech Holdings' Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, respectively.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to TWC Tech
Holdings' stockholders in connection with the proposed transaction
may be obtained by reading the proxy statement / prospectus for the
proposed transaction. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed transaction may be obtained by reading
the proxy statement / prospectus for the proposed transaction.
Contacts
For Cellebrite:
Media
Adam Jaffe
VP of Global Communications
+1 973 206 7643
adam.jaffe@cellebrite.com
- or -
RapidResponse@cellebrite.com
Investors
Anat
Earon-Heilborn
VP Investor Relations
+972 73 394 8440
investors@cellebrite.com
For TWC Tech Holdings II Corp.:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
+1 (212) 257-4170
TWCT@gasthalter.com
Cellebrite DI
Ltd.
|
First Quarter 2021
Results Summary
|
(U.S Dollars in
thousands)
|
|
|
|
|
|
|
|
|
For the three
months ended
|
|
|
|
March
31,
|
|
|
|
2021
|
|
2020
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Revenue
|
|
53,283
|
|
38,734
|
|
Gross
profit
|
|
45,084
|
|
29,095
|
|
Gross
margin
|
|
84.6%
|
|
75.1%
|
|
Operating income
(loss)
|
|
4,387
|
|
(6,498)
|
|
Operating
margin
|
|
8.2%
|
|
(16.8)%
|
|
Cash flow from
operations
|
|
218
|
|
(5,020)
|
|
|
|
|
|
|
|
Non-GAAP Financial
Data(1):
|
|
|
|
|
|
Operating income
(loss)
|
|
10,195
|
|
(2,881)
|
|
Operating
margin
|
|
19.1%
|
|
(7.4) %
|
|
Adjusted
EBITDA
|
|
11,288
|
|
(1,859)
|
|
Adjusted EBITDA
margin
|
|
21.2%
|
|
(4.8) %
|
|
|
|
(1)
|
For a reconciliation
of operating income to non-GAAP operating income and net income
(loss) to adjusted EDITDA, see the table at the end of this press
release titled "Reconciliation of GAAP to Non-GAAP Financial
Information."
|
Cellebrite DI
Ltd.
|
|
Condensed
Consolidated Balance Sheets
|
|
(U.S. Dollars in
thousands)
|
|
|
|
|
|
|
|
|
March
31,
|
|
December
31,
|
|
|
2021
|
|
2020
|
|
|
(Unaudited)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Cash and cash
equivalents
|
|
134,838
|
|
128,709
|
Restricted
cash
|
|
5,127
|
|
5,137
|
Short-term
deposits
|
|
101,421
|
|
108,928
|
Trade receivables
(net of allowance for doubtful accounts of $616 as of March 31,
2021 and December 31, 2020)
|
|
59,585
|
|
66,324
|
Prepaid expenses and
other current assets
|
|
7,370
|
|
7,439
|
Contract acquisition
costs
|
|
3,122
|
|
2,979
|
Inventories
|
|
4,865
|
|
4,754
|
Total current
assets
|
|
316,328
|
|
324,270
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
Other non-current
assets
|
|
2,314
|
|
565
|
Deferred tax assets,
net
|
|
8,265
|
|
7,372
|
Property and
equipment, net
|
|
16,285
|
|
16,106
|
Intangible assets,
net
|
|
6,225
|
|
6,611
|
Goodwill
|
|
9,463
|
|
9,463
|
Total non-current
assets
|
|
42,552
|
|
40,117
|
|
|
|
|
|
Total
assets
|
|
358,880
|
|
364,387
|
|
|
|
|
|
|
|
|
|
|
Liabilities,
redeemable convertible preferred shares and shareholders'
equity
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
Trade
payables
|
|
4,525
|
|
4,727
|
Other accounts
payable and accrued expenses
|
|
39,431
|
|
49,112
|
Deferred
revenues
|
|
103,950
|
|
105,543
|
Total current
liabilities
|
|
147,906
|
|
159,382
|
|
|
|
|
|
Long-term
liabilities
|
|
|
|
|
Liability for
employees' severance benefits
|
|
356
|
|
366
|
Other long term
liabilities
|
|
6,344
|
|
6,191
|
Long-term deferred
revenues
|
|
34,900
|
|
33,439
|
Total long-term
liabilities
|
|
41,600
|
|
39,996
|
|
|
|
|
|
Total
liabilities
|
|
189,506
|
|
199,378
|
|
|
|
|
|
|
|
|
|
|
Redeemable
convertible preferred shares
|
|
101,205
|
|
101,205
|
|
|
|
|
|
Shareholders'
equity
|
|
|
|
|
Share
capital
|
|
* -
|
|
* -
|
Additional paid-in
capital
|
|
35,925
|
|
34,226
|
Treasury stock, NIS
0.00001 par value; 43,540 ordinary shares
|
|
(85)
|
|
(85)
|
Accumulated other
comprehensive income
|
|
397
|
|
1,321
|
Retained
earnings
|
|
31,932
|
|
28,342
|
Total shareholders'
equity
|
|
68,169
|
|
63,804
|
|
|
|
|
|
Total liabilities,
redeemable convertible preferred shares and shareholders'
equity
|
|
358,880
|
|
364,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellebrite DI
Ltd.
|
|
Condensed
Consolidated Statements of Income
|
|
(U.S Dollars in
thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
For the three
months ended
|
|
|
|
March
31,
|
|
|
|
2021
|
|
2020
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Subscription services
and technical support
|
|
28,974
|
|
22,597
|
|
|
Term-license
|
|
11,547
|
|
2,926
|
|
|
Perpetual license and
others
|
|
7,743
|
|
7,960
|
|
|
Professional services
|
|
5,019
|
|
5,251
|
|
|
Total
revenue
|
|
53,283
|
|
38,734
|
|
|
|
|
|
|
|
|
|
Cost of
revenue:
|
|
|
|
|
|
|
Subscription services
and technical support
|
|
2,482
|
|
2,195
|
|
|
Term-license
|
|
357
|
|
137
|
|
|
Perpetual license and
others
|
|
1,060
|
|
2,423
|
|
|
Professional
services
|
|
4,300
|
|
4,884
|
|
|
Total cost of
revenue
|
|
8,199
|
|
9,639
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
45,084
|
|
29,095
|
|
|
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
|
Research and
development
|
|
14,893
|
|
13,005
|
|
|
Sales and
marketing
|
|
16,518
|
|
15,336
|
|
|
General and
administrative
|
|
9,286
|
|
7,252
|
|
|
Total operating
expenses
|
|
40,697
|
|
35,593
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
4,387
|
|
(6,498)
|
|
|
Financial income,
net
|
|
366
|
|
142
|
|
|
Income (loss) before
income tax expense
|
|
4,753
|
|
(6,356)
|
|
|
Income tax
expense
|
|
1,163
|
|
901
|
|
|
Net income
(loss)
|
|
3,590
|
|
(7,257)
|
|
|
|
|
|
|
|
|
|
Net loss per
share:
|
|
|
|
|
|
|
Basic net loss
attributable to ordinary shares
|
|
(191)
|
|
(11,038)
|
|
|
Basic net loss per
ordinary share
|
|
(0.001)
|
|
(0.090)
|
|
|
|
|
|
|
|
|
|
Weighted average
number of ordinary shares used in computing basic net loss per
share
|
|
130,077,090
|
|
128,486,397
|
|
|
|
|
|
|
|
|
|
Other
comprehensive income (loss):
|
|
|
|
|
|
|
Unrealized gain
(loss) on hedging transactions, net of taxes of $189 and $23 for
the three-month period ended March 31, 2021 and 2020,
respectively
|
|
(1,386)
|
|
171
|
|
|
Currency translation
adjustments
|
|
462
|
|
506
|
|
|
Total other
comprehensive income (loss), net of tax
|
|
(924)
|
|
677
|
|
|
Total other
comprehensive income (loss)
|
|
2,666
|
|
(6,580)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellebrite DI
Ltd.
|
Condensed
Consolidated Statements of Cash Flow
|
(U.S. Dollars in
thousands)
|
|
|
|
|
|
|
|
|
For the three
months ended
|
|
|
|
|
March
31,
|
|
|
|
|
2021
|
|
2020
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
Cash flow from
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
3,590
|
|
(7,257)
|
|
Adjustments to
reconcile net income to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
Employees' stock
option compensation
|
|
1,699
|
|
1,822
|
|
Depreciation and
amortization
|
|
1,482
|
|
1,151
|
|
Deferred income
taxes
|
|
(703)
|
|
506
|
|
Decrease in liability
for severance benefits, net
|
|
(10)
|
|
(11)
|
|
Decrease in trade
receivables
|
|
6,237
|
|
3,466
|
|
Increase in deferred
revenue
|
|
1,248
|
|
558
|
|
Increase in long term
other assets
|
|
(1,749)
|
|
(24)
|
|
Increase in other
receivables
|
|
(2,009)
|
|
(626)
|
|
Increase in
inventories
|
|
(138)
|
|
(429)
|
|
Decrease in trade
payables
|
|
(59)
|
|
(193)
|
|
Decrease in other
accounts payable
|
|
(9,523)
|
|
(3,983)
|
|
Increase in other
long-term liabilities
|
|
153
|
|
-
|
|
Net cash provided by
(used in) operating activities
|
|
218
|
|
(5,020)
|
|
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property
and equipment
|
|
(1,308)
|
|
(1,998)
|
|
Payment related to
business combination, net of cash acquired
|
|
-
|
|
(15,046)
|
|
Short term deposits,
net
|
|
7,507
|
|
21,997
|
|
Net cash provided by
investing activities
|
|
6,199
|
|
4,953
|
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
paid
|
|
-
|
|
(10,000)
|
|
Net cash used in
financing activities
|
|
-
|
|
(10,000)
|
|
|
|
|
|
|
|
Net increase
(decrease) in cash and cash equivalents and restricted
cash
|
|
6,417
|
|
(10,067)
|
|
Net effect of
Currency Translation on cash and cash equivalents
|
|
(298)
|
|
(222)
|
|
Cash and cash
equivalents and restricted cash at beginning of period
|
|
133,846
|
|
81,683
|
|
Cash and cash
equivalents and restricted cash at end of period
|
|
139,965
|
|
71,394
|
|
|
|
|
|
|
|
Supplemental cash
flow information:
|
|
|
|
|
|
Cash paid for
taxes
|
|
3,407
|
|
149
|
|
Non-cash
activities
|
|
|
|
|
|
Purchase of property
and equipment on suppliers' credit
|
|
165
|
|
107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cellebrite DI
Ltd.
|
Reconciliation of
GAAP to Non-GAAP Financial Information
|
(U.S. Dollars in
thousands)
|
|
|
|
|
|
|
|
|
For the three
months ended
|
|
|
|
March
31,
|
|
|
|
2021
|
|
2020
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
4,387
|
|
(6,498)
|
|
Share based
compensation
|
|
1,699
|
|
1,822
|
|
Amortization of
intangible assets
|
|
388
|
|
129
|
|
Acquisition related
expenses
|
|
3,721
|
|
1,666
|
|
Non-GAAP operating
income (loss)
|
|
10,195
|
|
(2,881)
|
|
|
|
|
|
|
|
|
|
For the three
months ended
|
|
|
|
March
31,
|
|
|
|
2021
|
|
2020
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
3,590
|
|
(7,257)
|
|
Financial
Income
|
|
(366)
|
|
(142)
|
|
Tax
expenses
|
|
1,163
|
|
901
|
|
Share based
compensation
|
|
1,699
|
|
1,822
|
|
Amortization of
intangible assets
|
|
388
|
|
129
|
|
Acquisition related
expenses
|
|
3,721
|
|
1,666
|
|
Depreciation
expenses
|
|
1,093
|
|
877
|
|
Amortization of SW
capitalization
|
|
-
|
|
145
|
|
Adjusted
EBITDA
|
|
11,288
|
|
(1,859)
|
|
|
|
|
|
|
|
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SOURCE Cellebrite