Exhibit 99.1
CONSOLIDATED FINANCIAL STATEMENTS
CELLEBRITE DI LTD. AND ITS SUBSIDIARIES
INTERIM CONSOLIDATED FINANCIAL STATEMENT
AS OF JUNE 30, 2025
UNAUDITED
INDEX
F-1
Cellebrite DI Ltd. and its Subsidiaries
INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited)
(U.S Dollars in thousands, except share and per share data)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term deposits | ||||||||
| Marketable securities | ||||||||
| Trade receivables (net of allowance for credit losses of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Contract acquisition costs | ||||||||
| Inventories | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Other non-current assets | ||||||||
| Marketable securities | ||||||||
| Deferred tax assets, net | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ equity | ||||||||
| Current Liabilities | ||||||||
| Trade payables | $ | $ | ||||||
| Other accounts payable and accrued expenses | ||||||||
| Deferred revenues | ||||||||
| Operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Deferred revenues | ||||||||
| Operating lease liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | $ | $ | ||||||
| Shareholders’ equity | ||||||||
| Share capital, NIS | ||||||||
| Additional paid-in capital | ||||||||
| Treasury share, NIS | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| *) |
F-2
Cellebrite DI Ltd. and its Subsidiaries
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
(U.S Dollars in thousands, except share and per share data)
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Subscription services | $ | $ | ||||||
| Term-license | ||||||||
| Other non-recurring | ||||||||
| Professional services | ||||||||
| Total revenue | ||||||||
| Cost of revenue: | ||||||||
| Subscription services | ||||||||
| Other non-recurring | ||||||||
| Professional services | ||||||||
| Total cost of revenue | ||||||||
| Gross profit | $ | $ | ||||||
| Operating expenses: | ||||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Operating income | $ | $ | ||||||
| Financial income (expense), net | ( | ) | ||||||
| Income (loss) before tax | ( | ) | ||||||
| Tax expense | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Income (loss) per share | ||||||||
| Basic | $ | $ | ( | ) | ||||
| Diluted | $ | $ | ( | ) | ||||
| Weighted average shares outstanding | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Change in foreign currency translation adjustment | ( | ) | ||||||
| Change in unrealized (losses) gains on marketable securities: | ||||||||
| Unrealized gains (losses) arising during the period | ( | ) | ||||||
| Net change (net of tax effect of $ | ( | ) | ||||||
| Change in unrealized gains (losses) on cash flow hedges: | ||||||||
| Unrealized gains (losses) arising during the period | ( | ) | ||||||
| Less -reclassification adjustment for net losses realized and included in net income | ( | ) | ( | ) | ||||
| Net change (net of tax effect of $( | ( | ) | ||||||
| Total other comprehensive income | ||||||||
| Comprehensive income (loss) | $ | $ | ( | ) | ||||
F-3
Cellebrite DI Ltd. and its Subsidiaries
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY) (Unaudited)
(U.S Dollars in thousands, except share and per share data)
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||
| Ordinary Shares Amount | Share Capital | Additional
paid in capital | Treasury Share | Other comprehensive income | (Accumulated deficit) retained earnings | Total | ||||||||||||||||||||||
| Balance as of December 31, 2024 | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Exercise of share option, vested RSUs, PSUs and ESPP | ) | — | — | — | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||
| Issuance of Price Adjustment Shares | ) | — | — | — | — | — | ||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||||
| Balance as of June 30, 2025 | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||||||||||||||
| Ordinary Shares Amount | Share Capital | Additional
paid in capital | Treasury Share | Other comprehensive income | (Accumulated deficit) retained earnings | Total | ||||||||||||||||||||||
| Balance as of December 31, 2023 | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ||||||||||||||||||
| Exercise of share option, vested RSUs, PSUs and ESPP | ) | — | — | — | ||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | |||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | |||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2024 | ) | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||||||
| *) |
F-4
Cellebrite DI Ltd. and its Subsidiaries
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(U.S Dollars in thousands, except share and per share data)
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flow from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Share-based compensation | ||||||||
| Amortization of premium, discount and accrued interest on marketable securities | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Interest income from short-term deposits | ( | ) | ( | ) | ||||
| Deferred income taxes | ( | ) | ( | ) | ||||
| Remeasurement of Warrant liability | ||||||||
| Remeasurement of Restricted Sponsor Shares liability | ||||||||
| Remeasurement of Price Adjustment Shares liability | ||||||||
| (Increase) decrease in trade receivables | ( | ) | ||||||
| Increase (decrease) in deferred revenue | ( | ) | ||||||
| Decrease (increase) in other non-current assets | ( | ) | ||||||
| Decrease in prepaid expenses and other current assets | ||||||||
| Changes in Operating lease right-of-use assets | ||||||||
| Changes in Operating lease liabilities | ( | ) | ( | ) | ||||
| (Increase) decrease in inventories | ( | ) | ||||||
| Decrease in trade payables | ( | ) | ( | ) | ||||
| Increase (decrease) in other accounts payable and accrued expenses | ( | ) | ||||||
| (Decrease) increase in other long-term liabilities | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ||||||
| Investment in marketable securities | ( | ) | ( | ) | ||||
| Proceeds from maturities of marketable securities | ||||||||
| Proceeds from sales of marketable securities | ||||||||
| Investment in short-term deposits | ( | ) | ( | ) | ||||
| Redemption of short-term deposits | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Exercise of options to shares | ||||||||
| Proceeds from Employee Share Purchase Plan | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Net effect of currency translation on cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Income taxes (received) paid | $ | ( | ) | $ | ||||
| Non-cash activities | ||||||||
| Operating lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
F-5
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Note 1. General
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, which established its leadership in digital forensics suite of solutions, now offers customers an end-to-end AI powered Digital Investigation Platform. The Company’s Digital Investigation Platform allows public and private sector customers around the world to collect, review, analyze, and manage digital data across the investigative lifecycle to advance legally sanctioned investigations. The Company’s largest shareholder is SUNCORPORATION, a public company traded in the Japanese market (see also Note 13).
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 special purpose acquisition company publicly listed company in Nasdaq and Cupcake Merger Sub, Inc., a new wholly-owned subsidiary of Cellebrite (the “Merger Sub”) in the USA. On August 30, 2021, the Merger was 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 subsidiary of the Company (the “Merger”). The security holders of TWC became security holders of the Company. In December 2023, TWC was dissolved.
Note 2. Summary of Significant Accounting Policies
| A. | Unaudited interim consolidated financial statements: |
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments necessary for a fair presentation.
The balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements of the Company at that date but does not include all information and footnotes required by U.S. GAAP for complete financial statements.
The accompanying unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024. Results for the six months ended June 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.
The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2024 have been applied consistently in these unaudited interim condensed consolidated financial statements.
F-6
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Warrant liability
In 2024, the Company redeemed all outstanding
warrants. Upon redemption,
In the six months ended June 30, 2024,
the Company recorded a remeasurement expense on warrant liabilities totaling $
As of December 31, 2024, the Company had remaining warrants outstanding.
Restricted Sponsor Shares liability and Price Adjustment Shares liability
The Company issued
In the six months ended June 30 2024,
the Company recorded a remeasurement expense on Restricted Sponsor Shares and Price Adjustment Shares liabilities totaling $
As of June 30, 2025, only the final
tranche of
| B. | 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 in a business combination, share-based compensation, unrecognized tax benefits, marketable securities, fair value measurement of Restricted Sponsor Shares liability, Price Adjustment Shares liability and warrant liabilities.
| C. | Fair value measurements |
The Company accounts for fair value in accordance with ASC 820, “Fair Value Measurements and Disclosures”. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a three-tier hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1: Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2: Inputs other than Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
| ● | Level 3: Unobservable inputs for the asset or liability used to measure fair value that are supported by little or no market activity and that are significant to the fair value of the asset or liability at measurement date. |
The carrying value of trade receivables and payables and the Company’s cash and cash equivalents and short-term deposits, approximates fair value due to the short time to expected payment or receipt of cash.
F-7
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
| D. | Revenue recognition |
The Company’s revenues are comprised of four main categories: (a) Subscription Services, including support services (updates, upgrades and technical support) on term-based agreements and SaaS subscriptions; (b) Term Licenses; (c) other non-recurring; and (d) professional services.
The Company recognizes revenue pursuant to the five-step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations.
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. 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, it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer, and the contract has commercial substance.
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 primary sells term-based license agreements, The agreements provide customers with the right to use the software for a fixed term typically ranging from one to three years. The Company concluded that the software license is distinct as the customer can benefit from the software on its own.
Subscription revenues are derived from maintenance, support and SaaS subscriptions, which are considered distinct performance obligations. Maintenance and support revenues include unspecified software updates and upgrades released when and if available as well as software support and technical customer support. A portion of the Company’s maintenance revenue corresponds with the perpetual licenses which corresponds with how the Company once engaged with customers.
Other non-recurring revenue is primarily derived from hardware sold mainly in conjunction with new software licenses.
Professional services revenue primarily consist of distinct training, advanced services and implementation services. 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 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing for short term periods, the Company has determined that the contracts generally do not include a significant financing component. The Company also 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 generally does not offer right of return to its contracts.
F-8
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
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. Subscription revenue are recognized ratably over the service period. Revenues related to other professional services are recognized as services are performed, using the method that best depicts the transfer of services to the customer. Revenues related to hardware are generally recognized upon delivery.
| E. | 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 investments, trade receivables and other receivables.
The majority of the Company’s cash and cash equivalents are invested in deposits mainly in dollars with major international banks. Generally, these cash and cash equivalents and short-term investment may be redeemed upon demand. Management believes that the financial institutions that hold the Company’s and its subsidiaries’ cash and cash equivalents are institutions with high credit standing, and accordingly, minimal credit risk exists with respect to these assets.
The Company’s trade receivables are geographically diversified and derived from sales to customers all over the world. The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. The Company and its subsidiaries generally do not require collateral; however, in certain circumstances, the Company and its subsidiaries may require letters of credit, additional guarantees or advance payments.
The Company’s marketable securities consist of investments in government, corporate and government sponsored enterprises debentures. The Company’s investment policy, approved by the Company’s Board of Directors, limits the amount that the Company may invest in any one type of investment, or issuer, thereby reducing credit risk concentrations.
The Company enters into foreign currency forward and option contracts intended to protect cash flows resulting from scheduled payments such as payroll and rent related expenses against the volatility in value of forecasted non-dollar currency. The derivative instruments hedge a portion of the Company’s non-dollar currency exposure.
| F. | Recently issued accounting pronouncements |
Recently issued accounting pronouncements not yet adopted:
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the effect of adopting the ASU on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
F-9
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Note 3. Business combination
Pending Acquisition of Corellium:
In June 2025, the Company entered into a definitive
agreement to acquire
Note 4. Marketable securities
Marketable securities consisted of the following:
| As of June 30, 2025 | ||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Corporate bond | $ | $ | $ | ( | ) | $ | ||||||||||
| Agency bond | ( | ) | ||||||||||||||
| Treasury bills | ( | ) | ||||||||||||||
| US Government bond | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Amortized cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
| Corporate bond | $ | $ | $ | ( | ) | $ | ||||||||||
| Agency bond | ( | ) | ||||||||||||||
| Treasury bills | ( | ) | ||||||||||||||
| US Government bond | ( | ) | ||||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
As of June 30, 2025 and December 31, 2024, no continuous unrealized losses for twelve months or greater were identified.
The following table summarizes the Company’s marketable securities by contractual maturities:
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Due in 1 year or less | $ | $ | ||||||
| Due in 1 year through 2 years | ||||||||
| Total | $ | $ | ||||||
F-10
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Note 5. Derivative Instruments
The Company’s risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates.
ASC 815, “Derivatives and Hedging” (“ASC 815”), requires the Company to recognize all of its derivative instruments as either assets or liabilities on the balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, an entity must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.
Gains and losses on derivatives instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that are attributable to a particular risk), are recorded in other comprehensive income and reclassified into statement of comprehensive income (loss) in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.
The Company entered into option and forward contracts
to hedge a portion of anticipated New Israeli Shekel (“NIS”) payroll and benefit payments. These derivative instruments are
designated as cash flow hedges, as defined by ASC 815 and accordingly are measured at fair value.
| Net Notional amount | Fair value | |||||||||||||||
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Option contracts to hedge payroll | ||||||||||||||||
| expenses NIS | $ | $ | $ | $ | ||||||||||||
| Forward contracts to hedge payroll | ||||||||||||||||
| expenses NIS | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The Company currently hedges its exposure to the
variability in future cash flows for a maximum period of
| Fair value of derivative instruments | ||||||||||
| June 30, | December 31, | |||||||||
| 2025 | 2024 | |||||||||
| Balance Sheet line item | (Unaudited) | |||||||||
| Derivative assets and liabilities: | ||||||||||
| Foreign exchange option contracts | Prepaid expenses and other current assets | $ | $ | |||||||
| Foreign exchange forward contracts | Prepaid expenses and other current assets | |||||||||
| Foreign exchange option contracts | Other account payable | $ | ( | ) | $ | ( | ) | |||
F-11
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
The effect of derivative instruments in cash flow hedging relationship on other comprehensive income for the six months ended June 30, 2025 and 2024, is summarized below:
| Amount of gain (loss) recognized in other comprehensive income on derivative, net of tax | ||||||||
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Derivatives in foreign exchange cash flow hedging relationships: | ||||||||
| Forward contracts | $ | $ | ||||||
| Option contracts | ( | ) | ||||||
| $ | $ | ( | ) | |||||
Derivatives in foreign exchange cash flow hedging relationships for the six months ended June 30, 2025 and 2024, is summarized below:
| Amount of gain reclassified from other comprehensive income into expenses, net of tax | ||||||||||
| Six months ended June 30, | ||||||||||
| 2025 | 2024 | |||||||||
| Statements of income line | (Unaudited) | (Unaudited) | ||||||||
| Option contracts to hedge payroll | Cost of revenues and operating expenses | $ | ( | ) | $ | ( | ) | |||
| Forward contracts to hedge payroll | Cost of revenues and operating expenses | ( | ) | |||||||
| $ | ( | ) | $ | ( | ) | |||||
Note 6. Leases
The Company
entered into operating leases primarily for offices. The leases have remaining lease terms of up to
The components of operating lease costs were as follows:
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Variable lease cost | ||||||||
| Total net lease costs | $ | $ | ||||||
F-12
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Supplemental balance sheet information related to operating leases is as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| Operating lease ROU assets | $ | $ | ||||||
| Operating lease liabilities, current | $ | $ | ||||||
| Operating lease liabilities, long-term | $ | $ | ||||||
| Weighted average remaining lease term (in years) | ||||||||
| Weighted average discount rate | % | % | ||||||
Minimum lease payments for the Company’s ROU assets over the remaining lease periods as of June 30, 2025, are as follows:
| Operating Leases | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 and thereafter | ||||
| Total undiscounted lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Note 7. Commitments and contingent liabilities
From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company would accrue a liability for the estimated loss. As of June 30, 2025 and December 31, 2024, the Company is not involved in any material claims or legal proceedings which require accrual of liability for the estimated loss.
F-13
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Note 8. Shareholders’ equity
| a. | Ordinary Shares |
As of June 30, 2025 and December 31,
2024, the Company was authorized to issue
Ordinary Shares confer upon its holders the following rights:
| i. | The right to participate and vote in the Company’s general meetings. Each ordinary share will entitle its holder, when attending
and participating in the voting to |
| ii. | Dividends or distribution shall be paid or be made to the holders of ordinary shares and 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 shares held by such holder. |
| b. | Option Plan and RSUs: |
On August 5, 2021, the Company adopted the 2021 Share Inventive Plan (the “2021 Share Incentive Plan”). The 2021 Share Incentive Plan provides for the grant of share options (including incentive share options and non-qualified share options), ordinary shares, RSUs, PSUs, and other share-based awards.
A summary of the status of options under the 2021 Shares Incentive Plan as of June 30, 2025 and changes during the relevant period ended on that date is presented below:
| Number of options | Weighted- average exercise price | Weighted- average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Outstanding at December 31, 2024 | $ | |||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Outstanding at June 30, 2025 | $ | |||||||||||||||
| Exercisable at June 30, 2025 | $ | |||||||||||||||
The weighted average fair values at grant date
of options granted for the six months ended June 30, 2024 were $
A summary of the status of RSUs and PSUs under the 2021 Share Incentive Plan as of June 30, 2025 and changes during the relevant period ended on that date is presented below:
| Number of RSUs and PSUs | Weighted - average fair value | |||||||
| (Unaudited) | ||||||||
| Unvested at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ||||||||
| Unvested at June 30, 2025 | $ | |||||||
F-14
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
The weighted average fair value at grant date of RSUs and PSUs granted
for the six months ended June 30, 2025 and 2024 was $
| c. | 2021 Employee Share Purchase Plan: |
On August 5, 2021, the Company adopted the 2021 Employee Share Purchase Plan (the “ESPP”).
As of June 30, 2025, the aggregate
number of ordinary shares that may be issued pursuant to rights granted under the ESPP is
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cost of revenues | $ | $ | ||||||
| Research and development | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| $ | $ | |||||||
As of June 30, 2025, there were unrecognized
compensation costs of $
F-15
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Note 9. Net earnings (loss) per share
The following table sets forth the computation of basic earnings and losses per share:
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Numerator: | ||||||||
| Net Income (loss) | $ | $ | ( | ) | ||||
| Basic net income attributable to Restricted sponsor shares | ||||||||
| Basic net income (loss) attributable to Ordinary Shareholders | ( | ) | ||||||
| Denominator: | ||||||||
| Weighted average number of Ordinary Shares used in computing basic net earnings (loss) per share | ||||||||
| Basic net earnings (loss) per share of Ordinary Shareholders | $ | $ | ( | ) | ||||
| Weighted average number of Ordinary Shares used in computing diluted net earnings (loss) per share | ||||||||
| Diluted net earnings (loss) per share of Ordinary Shareholders | $ | $ | ( | ) | ||||
The number of shares related to outstanding anti-dilutive
options excluded from the calculations of diluted net earnings per share was
Note 10. Fair value measurements
The following table presents information about the Company’s assets and liabilities fair value at June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs that the Company utilized to determine such fair value:
As of June 30, 2025 | ||||||||||||
Fair value measurements using input type | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
| Assets: | ||||||||||||
| Cash equivalents: | ||||||||||||
| Money market funds | $ | $ | $ | |||||||||
| Commercial deposits | ||||||||||||
| Marketable securities: | ||||||||||||
| Corporate and Agency bonds | ||||||||||||
| Treasury bills | ||||||||||||
| US Government bonds | ||||||||||||
| Foreign currency derivative contracts | ||||||||||||
| Total financial assets | $ | $ | $ | |||||||||
| Liabilities: | ||||||||||||
| Foreign currency derivative contracts | ( | ) | ( | ) | ||||||||
| Total financial liabilities | $ | $ | ( | ) | $ | ( | ) | |||||
F-16
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
| As of December 31, 2024 | ||||||||||||
| Fair value measurements using input type | ||||||||||||
| Level 1 | Level 2 | Total | ||||||||||
| Assets: | ||||||||||||
| Cash equivalents: | ||||||||||||
| Money market funds | $ | $ | $ | |||||||||
| Commercial deposits | ||||||||||||
| Marketable securities: | ||||||||||||
| Corporate and Agency bonds | ||||||||||||
| Treasury bills | ||||||||||||
| US Government bonds | ||||||||||||
| Foreign currency derivative contracts | ||||||||||||
| Total financial assets | $ | $ | $ | |||||||||
| Liabilities: | ||||||||||||
| Foreign currency derivative contracts | ( | ) | ( | ) | ||||||||
| Total financial liabilities | $ | $ | ( | ) | $ | ( | ) | |||||
Note 11. Revenues
Disaggregation of Revenues
The following table provides information about disaggregated revenue by geographical areas
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Americas | $ | $ | ||||||
| EMEA | ||||||||
| APAC | ||||||||
| Total | $ | $ | ||||||
Contract Balances
Receivables are recorded when the right to consideration becomes unconditional. Unbilled receivables represent the Company’s unconditional right to consideration not yet invoiced while billed receivables include invoiced amounts.
Contract liabilities consist of deferred revenue.
Revenue is deferred when the Company invoices in advance of performance under a contract. The current portion of the deferred revenue
balance is recognized as revenue during the 12-month period after the balance sheet date. The non-current portion of the deferred
revenue balance is recognized as revenue following the 12-month period after the balance sheet date. Of the $
The change in contract balances is consistent with the increase in the overall operation of the Company.
F-17
| Cellebrite DI Ltd. and its Subsidiaries |
| Notes to Interim Consolidated Financial Statements (Unaudited) |
| U.S. dollars (in thousands, except share and per share data) |
Remaining Performance Obligations
The Company’s remaining performance obligations
are comprised of product and services revenue not yet delivered. As of June 30, 2025 and December 31, 2024, the aggregate amount
of the transaction price allocated to remaining performance obligations was $
Note 12. Financial income (expense), net
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Financial income: | ||||||||
| Interest on deposits and investments | $ | $ | ||||||
| Foreign currency translation differences | ||||||||
| Other | ||||||||
| Financial expenses: | ||||||||
| Remeasurement of liability instruments | ( | ) | ||||||
| Bank charges | ( | ) | ( | ) | ||||
| Changes in exchange rates | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| $ | $ | ( | ) | |||||
Note 13. Transactions and Balances with Related Parties
SUNCORPORATION, the Company’s primary shareholder is also a reseller of the Company in the Japanese market.
a. Transactions with SUNCORPORATION
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | $ | ||||||
b. Balances with SUNCORPORATION
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Trade Receivables | $ | $ | ||||||
Note 14. Segment Information
There is no expense or asset information that is supplemental to those disclosed in these interim consolidated financial statements, which are regularly provided to the CODM. The allocation of resources and assessment of the performance of the operating segment is based on consolidated net income, as shown in the Company’s interim consolidated statements of operations. The CODM considers the operations in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the interim consolidated financial statements.
Note 15. Subsequent events
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted. OBBBA amends U.S. tax law including provisions related to bonus depreciation, research and development and foreign derived intangible income. The Company is currently evaluating the impact of the OBBBA on its condensed consolidated financial statements.
F-18