Washington, D.C. 20549
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
The GAAP financial statements tables contained in the press release
attached to this report on Form 6-K are incorporated by reference into the Registrant’s registration statements on Form S-8 (File
Nos. 333-260878 and 333-278130) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 8, 2021 and
March 21, 2024, respectively, and Form F-3 (File No. 333-259826) filed with the SEC on September 13, 2022.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit
99.1
Cellebrite
Announces Record Fourth-Quarter and Full-Year 2025 Results
Total
ARR grew 21% to $480.8 million; Revenue grew 18%
to $128.8 million
Net
income of $21.3 million
supports non-GAAP net income of $36.7 million and
adjusted
EBITDA of $38.3 million,
29.8% adjusted EBITDA margin
TYSONS
CORNER, VA and PETAH TIKVA, ISRAEL, February 11, 2026 – Cellebrite (NASDAQ: CLBT), a global leader in AI-powered Digital Investigative
and Intelligence solutions for the public and private sectors, today announced financial results for the three and twelve months ending
December 31, 2025.
“Cellebrite
closed 2025 with a solid fourth quarter that capped a year of meaningful strategic progress,” stated Thomas E. Hogan, Cellebrite’s
CEO. “We cemented our Inseyets offering as the gold standard in digital forensics, drove strong adoption of our SaaS and cloud-based
offerings, completed our first major acquisition and added important talent across the Company. Despite a challenging U.S. Federal spending
environment, we drove 21% ARR growth in 2025, which reflects expansion across all of our major geographies and our flagship offerings,
as well as the modest contribution from Corellium. Our success in growing the top line while expanding profit margins and generating
outstanding free cash flow is a direct byproduct of the value of our platform, the strength of customer relationships and our ongoing
commitment to thoughtful commitment to thoughtful spending and optimized resource allocation.”
Hogan
added, “Our 2026 outlook reflects our conviction in accelerated ARR growth. The positive macro tailwinds for our business persist.
We remain well positioned to expand our relationships across global law enforcement, defense and intelligence, and the private sector.
We enter 2026 with a wide range of new and ongoing opportunities for growth including the continuation of Inseyets conversions, our new
advanced unlock capabilities, broad adoption of our Guardian Forensics combined with the upcoming launch of Guardian Investigate, an
expanding suite of AI-powered analytics, the global distribution of Corellium solutions across both the private and public sectors, the
anticipated rebound within the U.S. Federal segment, our new, expected leadership position in Drone Forensics and our increased investment
in the Defense and Intelligence sector. As always, we remain committed to responsible profitability and our corresponding strength in
free cash flow. I am proud of this team and product of significant role we continue to play in keeping our nations, communities and businesses
safe.”
Fourth-Quarter
2025 Financial Highlights
| ● | Revenue
of $128.8 million, up 18% year-over-year |
| ● | Subscription
revenue was $115.5 million, up 21% year-over-year |
| ● | Total
Annual Recurring Revenue (ARR) of $480.8 million, up 21% year-over-year |
| o | Total
ARR includes $16.1 million in ARR from Corellium, which was acquired by Cellebrite on December
1, 2025. Excluding Corellium’s ARR, Cellebrite’s ARR grew organically by 17%
to $464.7 million. |
| ● | Recurring
revenue dollar-based net retention rate of 116% |
| ● | GAAP
gross profit and gross margin of $109.1 million and 84.7%, respectively; Non-GAAP gross profit
and gross profit margin of $110.8 million and 86.0%, respectively |
| ● | GAAP
net income of $21.3 million; Non-GAAP net income of $36.7 million |
| ● | GAAP
diluted earnings per share of $0.08; Non-GAAP diluted earnings per share of $0.14 |
| ● | Adjusted
EBITDA and Adjusted EBITDA margin of $38.3 million and 29.8%, respectively |
Full-Year
2025 Financial Highlights
| ● | Revenue
of $475.7 million, up 19% year-over-year |
| ● | Subscription
revenue was $427.0 million, a 21% year-over-year increase |
| ● | GAAP
gross profit and gross margin of $400.5 million and 84.2%, respectively; Non-GAAP gross profit
and gross profit margin of $404.6 million and 85.1%, respectively |
| ● | GAAP
net income of $78.3 million; Non-GAAP net income of $130.5 million |
| ● | GAAP
diluted earnings per share of $0.31; Non-GAAP diluted earnings per share of $0.51 |
| ● | Adjusted
EBITDA and adjusted EBITDA margin of $127.6 million and 26.8%, respectively |
Recent
Business Highlights
Cellebrite
to Acquire SCG Canada, Adding Leading Portable Drone Forensics Capability
| ● | Cellebrite
also announced today its agreement to acquire SCG Canada Inc., a leading provider of hand-held
digital forensics solutions that enables access to dozens of the most common Unmanned Aerial
Vehicles (UAVs) for extraction, decoding and visualization of important forensic artifacts.
|
| o | This
acquisition is expected to further broaden Cellebrite’s digital forensics capabilities
for collecting and reviewing data from a fast-growing category of digital witnesses. Usage
of drones around the globe is surging with global spending on drones expected to grow 20%
to $53.5 billion in 2026. While drones have a myriad of constructive use cases, they also
bring potential for harm and the pursuit of crime. In the US alone, in 2025 there were an
estimated 1.2M drone violations making forensics and mitigations a critical element of balancing
the global proliferation of drones. |
| o | “We
believe drone data and artifacts could emerge over the coming years as the second most valuable
data source behind mobile/cell phones in the pursuit of justice and safety,” said Thomas
Hogan. “This applies to multiple customer cohorts including national defense, local
law enforcement and private sector businesses focused on securing the air space around critical
infrastructure, and dense locations such as airports and sports venues. This represents a
modest but important move to further enhance Cellebrite’s overall value proposition
and further elevate the impact of our AI-powered platform for multi-data source analysis
– a critical component of modern-day investigations and intelligence gathering.” |
| o | Once
this transaction is completed, Cellebrite customers focused on Defense and Intelligence will
benefit from the addition of a highly portable, battery-powered solution for rapid access
and visualization of mission-critical data at the point of collection – capabilities
that aid smarter, faster decisions that can ultimately save lives. Additionally, law enforcement
agencies around the world will gain a valuable forensic capability as they see increasing
use of commercially available drones for a wide range of nefarious purposes such as smuggling
contraband across borders and into jails, as well as disrupting air travel, large gatherings
and public infrastructure. |
| o | The
deal is expected to close later this quarter, subject to customary closing conditions. Terms
of the transaction were not disclosed. |
Innovation
| ● | Digital
Forensics: Cellebrite ended 2025 with approximately 55% of its installed digital forensics
license base converted to Inseyets, which exceeded the Company’s original target of
50% and further validates Inseyets’ market and technology leadership. Cellebrite has
also continued to broaden its mobile phone access capabilities across Android, Apple iOS
and feature phones with anticipated innovations scheduled for general availability over the
next several months. |
| ● | AI:
Cellebrite has continued to increase its investment in AI. The Company further broadened
its AI research and engineering teams to advance the Company’s machine learning models,
generative AI features and agentic AI capabilities. Cellebrite also continued to build out
its AI layer that leverages an expanding AI agent framework that is embedded within its Cellebrite
SaaS platform. In addition, Cellebrite recently established an AI Innovation Center to augment
the ongoing expansion of its portfolio. Some of Cellebrite’s newest AI-enabled features
will be embedded in its Guardian Investigate solution, which is designed to help investigative
teams build stronger case narratives, collaborate seamlessly in a secure, unified workspace,
and analyze a broad range of evidence and file types from digital forensics data, video,
call detail records, and open-source intelligence to case records, license plate reader information,
ballistics and geolocation data. Guardian Investigate is currently in limited release with
general availability anticipated in early spring 2026. |
Go-To-Market
| ● | On
February 5, 2026, Cellebrite published its 2026 Industry Trends Survey, highlighting data-driven
insights into the key challenges, shifts and opportunities shaping digital investigations
across the public and private sectors worldwide. |
Supplemental
financial information can be found on the Investor Relations section of our website at https://investors.cellebrite.com/financial-information/quarterly-results.
Financial
Outlook
David
Barter, Cellebrite’s CFO, said, “Our fourth quarter 2025 performance underscores the resilience of our model – solid
ARR expansion, sustained subscription momentum especially with our SaaS and cloud-enabled solutions, and outstanding free cash flow generation.
Cellebrite moves into 2026 well positioned to scale efficiently and reaccelerate its ARR growth rate. As we continue to thoughtfully
allocate capital to drive durable long-term growth, we plan to maintain strong operating profitability and a 30%-plus free cash flow
margin in 2026 despite the transitory impacts associated with an unfavorable FX environment.”
The
Company’s first-quarter and full-year 2026 financial expectations are as follows:
| | |
First-Quarter 2026 Expectations | |
Full-Year 2026 Expectations |
| | |
(as of 02/11/26) | |
(as of 02/11/26) |
| ARR | |
$491 million - $493 million | |
$567 million - $573 million |
| Annual Growth | |
20% - 21% | |
18% - 19% |
| Revenue | |
$126 million - $128 million | |
$565 million - $571 million |
| Annual Growth | |
18% - 20% | |
19% - 20% |
| Adjusted EBITDA | |
$26 million - $28 million | |
$149 million - $155 million |
| Adjusted EBITDA margin | |
21% - 22% | |
26% - 27% |
Conference
Call Information
Cellebrite
will host a live conference call and webcast later this morning to review the Company’s fourth-quarter 2025 financial results and
discuss its full-year 2026 outlook. Pertinent details include:
| Date: |
Wednesday, February 11, 2026 |
| Time: |
8:30 a.m. ET |
| Call-In Number: |
203-518-9814 / 800-274-8461 |
| Conference ID: |
CLBTQ425 |
| Event URL: |
https://investors.cellebrite.com/events/event-details/cellebrite-q4-2025-financial-results-conference-call-webcast |
| Webcast URL: |
https://edge.media-server.com/mmc/p/v9sjjqnr |
In
conjunction with the conference call and webcast, historical financial tables and supplemental data will be available on the quarterly
results section of Company’s investor relations website at https://investors.cellebrite.com/financial-information/quarterly-results.
Non-GAAP
Financial Information and Key Performance Indicators
This
press release includes non-GAAP financial measures. Cellebrite believes that the use of non-GAAP cost of revenue, non-GAAP gross profit,
non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, non-GAAP EPS and Adjusted EBITDA is helpful to investors.
These measures, which the Company refers to as its non-GAAP financial measures, are not prepared in accordance with GAAP.
The
Company believes that the non-GAAP financial measures provide a more meaningful comparison of its operational performance from period
to period, and offer investors and management greater visibility into the underlying performance of its business:
| ● | Share-based
compensation expenses utilize varying available valuation methodologies, subjective assumptions
and a variety of equity instruments that can impact a company’s non-cash expenses; |
| ● | Acquired
intangible assets are valued at the time of acquisition and are amortized over an estimated
useful life after the acquisition; |
| ● | Acquisition-related
expenses and executive severance expenses relate to the cash component of contractual severance
due to our former CEO and CFO, all of which are unrelated to current operations and neither
are comparable to the prior period nor predictive of future results; |
| | | |
| ● | To
the extent that the above adjustments have an effect on tax (income) expense, such an effect
is excluded in the non-GAAP adjustment to net income; |
| ● | Tax
expense, depreciation and amortization expense vary for many reasons that are often unrelated
to our underlying performance and make period-to-period comparisons more challenging; and |
| ● | Financial
instruments are remeasured according to GAAP and vary for many reasons that are often unrelated
to the Company’s current operations and affect financial income. |
Free
cash flow is calculated as net cash provided by or used in operating activities less purchases of property and equipment. We believe
that free cash flow is a useful indicator of liquidity that provides information to management and investors about the amount of cash
provided by or used in our operations that, after the investments in property and equipment, can be used for strategic initiatives.
Each
of our non-GAAP financial measures is an important tool for financial and operational decision making and for evaluating our own operating
results over different periods of time. The non-GAAP financial measures do not represent our financial performance under U.S. GAAP and
should not be considered as alternatives to operating income or net income or any other performance measures derived in accordance with
GAAP. Non-GAAP measures should not be considered in isolated from, or as an alternative to, financial measures determined in accordance
with GAAP. Non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in
our industry, as other companies in our industry may calculate non-GAAP financial results differently, particularly related to non-recurring,
unusual items. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not
prepared in accordance with GAAP, and exclude expenses that may have a material impact on our reported financial results. Further, share-based
compensation expense has been, and will continue to be for the foreseeable future, significant recurring expenses in our business and
an important part of the compensation provided to our employees. In addition, the amortization of intangible assets is expected recurring
expense over the estimated useful life of the underlying intangible asset and acquisition-related expenses will be incurred to the extent
acquisitions are made in the future. Furthermore, foreign exchange rates may fluctuate from one period to another, and the Company does
not estimate movements in foreign currencies.
A
reconciliation of each 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, which is also available on our website at https://investors.cellebrite.com.
In
regard to forward-looking non-GAAP guidance, we are not able to reconcile the forward-looking Adjusted EBITDA measure to the closest
corresponding GAAP measure without unreasonable efforts because we are unable to predict the ultimate outcome of certain significant
items including, but not limited to, fair value movements, share-based payments for future awards, tax expense, depreciation and amortization
expense, and certain financing and tax items.
This
press release also includes key performance indicators, including annual recurring revenue and dollar-based retention rate.
Annual
recurring revenue (“ARR”) is defined as the annualized value of active term-based subscription license contracts and maintenance
contracts related to perpetual licenses in effect at the end of that period. Subscription license contracts and maintenance contracts
for perpetual licenses are annualized by multiplying the revenue of the last month of the period by 12. The annualized value of contracts
is a legal and contractual determination made by assessing the contractual terms with our customers. The annualized value of maintenance
contracts is not determined by reference to historical revenue, deferred revenue or any other GAAP financial measure over any period.
ARR is not a forecast of future revenues, which can be impacted by contract start and end dates and renewal rates.
Dollar-based
net retention rate (“NRR”) is calculated by dividing customer recurring revenue by base revenue. We define base revenue as
recurring revenue we recognized from all customers with a valid license at the last quarter of the previous year period, during the four
quarters ended one year prior to the date of measurement. We define our customer revenue as the recurring revenue we recognized during
the four quarters ended on the date of measurement from the same customer base included in our measure of base revenue, including recurring
revenue resulting from additional sales to those customers.
References
to Websites and Social Media Platforms
References
to information included on, or accessible through, websites and social media platforms do not constitute incorporation by reference of
the information contained at or available through such websites or social media platforms, and you should not consider such information
to be part of this press release.
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,” “will,” “appear,” “approximate,”
“foresee,” “might,” “possible,” “potential,” “believe,” “could,”
“predict,” “should,” “could,” “continue,” “expect,” “estimate,”
“may,” “plan,” “outlook,” “future” and “project” and other similar expressions
that predict, project or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements
include, but are not limited to, estimated financial information for the first quarter of 2026 and for fiscal year 2026 including those
statements with respect to our 2026 outlook reflecting our conviction in accelerated ARR growth, quarterly and full-year 2026 revenue
and annual recurring revenue, profitability, earnings and free cash flow, the anticipated rebound within the U.S. Federal segment, the
belief that drone data and artifacts could emerge over the coming years as the second most valuable data source behind mobile/cell phones
in the pursuit of justice and safety, the customer benefits associated with the acquisition of SCG Canada and the successful closing
of the acquisition later this quarter, as well as commentary associated with future performance, strategies, prospects, and other aspects
of Cellebrite’s business 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: Cellebrite’s ability to keep pace with technological advances and evolving industry standards; Cellebrite’s
material dependence on the purchase, acceptance and use of its solutions by law enforcement and government agencies; real or perceived
errors, failures, defects or bugs in Cellebrite’s digital investigation solutions; Cellebrite’s failure to maintain the productivity
of sales and marketing personnel, including relating to hiring, integrating and retaining personnel; intense competition in all of Cellebrite’s
markets; the inadvertent or deliberate misuse of Cellebrite’s solutions; failure to manage its growth effectively; Cellebrite’s
ability to introduce new solutions and add-ons; Cellebrite’s dependency on its customers renewing their subscriptions and purchasing
new subscriptions; the low volume of business Cellebrite conducts via e-commerce; risks associated with the use of artificial intelligence;
the risk of requiring additional capital to support the growth of its business; risks associated with Cellebrite’s dependency on
third parties for supplying components or services and with higher costs or unavailability of materials used to create its hardware product
components; lengthy sales cycle for some of Cellebrite’s solutions; near term declines in new or renewed agreements; risks associated
with inability to recruit, train and retain qualified personnel and senior management; the security of Cellebrite’s operations
and the integrity of its software solutions against cyber-attacks, information technology system breaches or disruptions; risks associated
with the negative publicity related to Cellebrite’s business and use of its products; risks related to Cellebrite’s intellectual
property; the regulatory constraints to which Cellebrite is subject; risks associated with Cellebrite’s operations in Israel, including
the ongoing Israel-Hamas war, the increased tension between Israel and Iran and its proxies, including the ongoing hostilities between
Israel and Hezbollah, and the risk of a greater regional conflict; risks associated with different corporate governance requirements
applicable to Israeli companies and risks associated with being a foreign private issuer and an emerging growth company; market volatility
in the price of Cellebrite’s shares; changing tax laws and regulations; risks associated with joint, ventures, partnerships and
strategic initiatives; risks associated with Cellebrite’s significant international operations, including due to fluctuations in
foreign currency exchange rates, rising global inflation and exposure to regions subject to political or economic instability; risks
associated with Cellebrite’s failure to comply with anti-corruption, trade compliance, anti-money-laundering and economic sanctions
laws and regulations; risks relating to the adequacy of Cellebrite’s existing systems, processes, policies, procedures, internal
controls and personnel for Cellebrite’s current and future operations and reporting needs; and other factors, risks and uncertainties
set forth in the section titled “Risk Factors” in Cellebrite’s annual report on Form 20-F filed with the SEC on March
18, 2025, and in other documents filed by Cellebrite with the U.S. Securities and Exchange Commission (“SEC”), which are
available free of charge at www.sec.gov. You are cautioned not to place undue reliance upon any forward-looking statements, which speak
only as of the date made, in this communication or elsewhere. Cellebrite undertakes no obligation to update its forward-looking statements,
whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by
securities and other applicable laws.
About
Cellebrite
Cellebrite’s
(Nasdaq: CLBT) mission is to protect communities, nations and businesses as a global leader in digital investigative and intelligence
solutions. More than 7,000 global law enforcement agencies, defense and intelligence organizations and enterprises trust Cellebrite’s
AI-powered software portfolio to make forensically sound digital data more accessible and actionable. Cellebrite technology allows customers
to accelerate more than 1.5 million legally sanctioned investigations annually, enhance sovereign security, elevate operational efficacy
and efficiency and enable advanced mobile research and application security. Available via cloud, on-premises and hybrid deployments,
Cellebrite’s technology enables its customers around the globe to advance their missions, elevate public safety and safeguard data privacy.
To learn more, visit us at www.cellebrite.com.
Contacts:
Investors
Relations
Andrew
Kramer
Vice
President, Investor Relations
investors@cellebrite.com
+1
973.206.7760
Media
Victor
Cooper
Sr.
Director of Corporate Communications + Content Operations
Victor.cooper@cellebrite.com
+1
404.804.5910
Cellebrite DI Ltd.
Fourth-Quarter 2025 Results Summary
(U.S. Dollars in thousands)
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
| 128,821 | | |
| 109,049 | | |
| 475,675 | | |
| 401,203 | |
| Gross profit | |
| 109,130 | | |
| 91,425 | | |
| 400,503 | | |
| 338,610 | |
| Gross margin | |
| 84.7 | % | |
| 83.8 | % | |
| 84.2 | % | |
| 84.4 | % |
| Operating income | |
| 20,805 | | |
| 15,727 | | |
| 66,480 | | |
| 56,906 | |
| Operating margin | |
| 16.2 | % | |
| 14.4 | % | |
| 14.0 | % | |
| 14.2 | % |
| Net income (loss) | |
| 21,261 | | |
| 19,269 | | |
| 78,326 | | |
| (283,007 | ) |
| Cash flow from operating activities | |
| 86,811 | | |
| 65,967 | | |
| 173,544 | | |
| 132,171 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Financial Data: | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
| 36,498 | | |
| 26,928 | | |
| 120,663 | | |
| 92,119 | |
| Operating margin | |
| 28.3 | % | |
| 24.7 | % | |
| 25.4 | % | |
| 23.0 | % |
| Net income | |
| 36,694 | | |
| 26,123 | | |
| 130,506 | | |
| 97,761 | |
| Adjusted EBITDA | |
| 38,331 | | |
| 28,793 | | |
| 127,631 | | |
| 99,377 | |
| Adjusted EBITDA margin | |
| 29.8 | % | |
| 26.4 | % | |
| 26.8 | % | |
| 24.8 | % |
Cellebrite
DI Ltd.
Condensed
Consolidated Balance Sheets
(U.S.
Dollars in thousands)
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | |
| Assets | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 124,457 | | |
$ | 191,659 | |
| Short-term deposits | |
| 161,049 | | |
| 153,746 | |
| Marketable securities | |
| 151,544 | | |
| 101,818 | |
| Trade receivables (net of allowance for credit losses of $506 and $594 as of December 31, 2025 and December 31, 2024, respectively) | |
| 104,972 | | |
| 82,358 | |
| Prepaid expenses and other current assets | |
| 19,630 | | |
| 23,246 | |
| Contract acquisition costs | |
| 6,595 | | |
| 5,827 | |
| Inventories | |
| 7,603 | | |
| 8,939 | |
| Total current assets | |
| 575,850 | | |
| 567,593 | |
| | |
| | | |
| | |
| Non-current assets | |
| | | |
| | |
| Other non-current assets | |
| 14,618 | | |
| 7,682 | |
| Marketable securities | |
| 97,959 | | |
| 36,601 | |
| Deferred tax assets, net | |
| 10,880 | | |
| 11,072 | |
| Property and equipment, net | |
| 22,209 | | |
| 16,995 | |
| Operating lease right-of-use assets, net | |
| 16,308 | | |
| 10,604 | |
| Intangible assets, net | |
| 81,469 | | |
| 11,306 | |
| Goodwill | |
| 119,559 | | |
| 28,714 | |
| Total non-current assets | |
| 363,002 | | |
| 122,974 | |
| Total assets | |
$ | 938,852 | | |
$ | 690,567 | |
| | |
| | | |
| | |
| Liabilities and shareholders’ equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Trade payables | |
$ | 16,834 | | |
$ | 11,077 | |
| Other accounts payable and accrued expenses | |
| 71,244 | | |
| 63,330 | |
| Deferred revenues | |
| 277,583 | | |
| 216,970 | |
| Operating lease liabilities | |
| 3,996 | | |
| 4,125 | |
| Total current liabilities | |
| 369,657 | | |
| 295,502 | |
| | |
| | | |
| | |
| Long-term liabilities | |
| | | |
| | |
| Other long-term liabilities | |
| 16,677 | | |
| 6,954 | |
| Deferred revenues | |
| 49,526 | | |
| 45,247 | |
| Operating lease liabilities | |
| 18,674 | | |
| 6,844 | |
| Total long-term liabilities | |
| 84,877 | | |
| 59,045 | |
| Total liabilities | |
| 454,534 | | |
| 354,547 | |
| | |
| | | |
| | |
| Shareholders’ equity | |
| | | |
| | |
| Share capital | |
| (* | ) | |
| (* | ) |
| Additional paid-in capital | |
| 568,721 | | |
| 498,883 | |
| Treasury share, NIS 0.00001 par value; 41,776 ordinary shares | |
| (85 | ) | |
| (85 | ) |
| Accumulated other comprehensive income | |
| 2,220 | | |
| 2,086 | |
| Accumulated deficit | |
| (86,538 | ) | |
| (164,864 | ) |
| Total shareholders’ equity | |
| 484,318 | | |
| 336,020 | |
| Total liabilities and shareholders’ equity | |
$ | 938,852 | | |
$ | 690,567 | |
Cellebrite DI Ltd.
Condensed Consolidated Statements of Income
(U.S. Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Revenue: | |
| | |
| | |
| | |
| |
| Subscription services | |
$ | 89,068 | | |
$ | 73,848 | | |
$ | 330,765 | | |
$ | 271,028 | |
| Term-license | |
| 26,426 | | |
| 21,220 | | |
| 96,245 | | |
| 82,007 | |
| Other non-recurring | |
| 4,564 | | |
| 6,293 | | |
| 17,771 | | |
| 17,285 | |
| Professional services | |
| 8,763 | | |
| 7,688 | | |
| 30,894 | | |
| 30,883 | |
| Total revenue | |
| 128,821 | | |
| 109,049 | | |
| 475,675 | | |
| 401,203 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | | |
| | | |
| | |
| Subscription services | |
| 10,502 | | |
| 7,156 | | |
| 37,461 | | |
| 26,004 | |
| Term-license | |
| 87 | | |
| — | | |
| 87 | | |
| — | |
| Other non-recurring | |
| 4,327 | | |
| 4,865 | | |
| 15,617 | | |
| 16,200 | |
| Professional services | |
| 4,775 | | |
| 5,603 | | |
| 22,007 | | |
| 20,389 | |
| Total cost of revenue | |
| 19,691 | | |
| 17,624 | | |
| 75,172 | | |
| 62,593 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
$ | 109,130 | | |
$ | 91,425 | | |
$ | 400,503 | | |
$ | 338,610 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
| 29,865 | | |
| 25,599 | | |
| 113,877 | | |
| 98,415 | |
| Sales and marketing | |
| 38,561 | | |
| 35,524 | | |
| 154,814 | | |
| 132,389 | |
| General and administrative | |
| 19,899 | | |
| 14,575 | | |
| 65,332 | | |
| 50,900 | |
| Total operating expenses | |
$ | 88,325 | | |
$ | 75,698 | | |
$ | 334,023 | | |
$ | 281,704 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
$ | 20,805 | | |
$ | 15,727 | | |
$ | 66,480 | | |
$ | 56,906 | |
| Financial income (expense), net | |
| 5,466 | | |
| 4,170 | | |
| 24,198 | | |
| (332,890 | ) |
| Income (loss) before tax | |
| 26,271 | | |
| 19,897 | | |
| 90,678 | | |
| (275,984 | ) |
| Tax expense | |
| 5,010 | | |
| 628 | | |
| 12,352 | | |
| 7,023 | |
| Net income (loss) | |
$ | 21,261 | | |
$ | 19,269 | | |
$ | 78,326 | | |
$ | (283,007 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings (losses) per share | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.09 | | |
$ | 0.08 | | |
$ | 0.32 | | |
$ | (1.35 | ) |
| Diluted | |
$ | 0.08 | | |
$ | 0.08 | | |
$ | 0.31 | | |
$ | (1.35 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 245,282,244 | | |
| 233,248,045 | | |
| 241,626,316 | | |
| 209,471,827 | |
| Diluted | |
| 251,501,118 | | |
| 247,353,640 | | |
| 249,903,126 | | |
| 209,471,827 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive (loss) income: | |
| | | |
| | | |
| | | |
| | |
| Unrealized (loss) income on hedging transactions | |
| (377 | ) | |
| 261 | | |
| 1,115 | | |
| (487 | ) |
| Unrealized income (loss) on marketable securities | |
| 16 | | |
| (411 | ) | |
| 317 | | |
| 113 | |
| Currency translation adjustments | |
| 122 | | |
| 1,820 | | |
| (1,298 | ) | |
| 1,410 | |
| Total other comprehensive (loss) income, net of tax | |
| (239 | ) | |
| 1,670 | | |
| 134 | | |
| 1,036 | |
| Total other comprehensive income (loss) | |
$ | 21,022 | | |
$ | 20,939 | | |
$ | 78,460 | | |
$ | (281,971 | ) |
Cellebrite DI Ltd.
Condensed Consolidated Statements of Cash Flow
(U.S, Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| | |
| | |
| | |
| |
| Cash flow from operating activities: | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| |
| Net income (loss) | |
$ | 21,261 | | |
$ | 19,269 | | |
$ | 78,326 | | |
$ | (283,007 | ) |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation and RSU’s | |
| 11,997 | | |
| 9,269 | | |
| 44,892 | | |
| 30,575 | |
| Amortization of premium, discount and accrued interest on marketable securities | |
| (158 | ) | |
| (866 | ) | |
| (2,371 | ) | |
| (2,904 | ) |
| Depreciation and amortization | |
| 3,941 | | |
| 2,729 | | |
| 11,867 | | |
| 10,607 | |
| Disposal and write-off of property and equipment | |
| 554 | | |
| — | | |
| 554 | | |
| — | |
| Abandonment of right-of-use assets and disposal of leasehold improvements | |
| 1,760 | | |
| — | | |
| 1,760 | | |
| — | |
| Interest income from short-term deposits | |
| (1,747 | ) | |
| (2,836 | ) | |
| (8,164 | ) | |
| (10,736 | ) |
| Deferred tax assets, net | |
| 1,899 | | |
| (1,813 | ) | |
| 75 | | |
| (4,015 | ) |
| Remeasurement of Warrant liability | |
| — | | |
| — | | |
| — | | |
| 110,664 | |
| Remeasurement of Restricted Sponsor Shares liability | |
| — | | |
| — | | |
| — | | |
| 65,889 | |
| Remeasurement of Price Adjustment Shares liability | |
| — | | |
| — | | |
| — | | |
| 173,051 | |
| Decrease (increase) in trade receivables | |
| 4,654 | | |
| 10,263 | | |
| (15,781 | ) | |
| (5,829 | ) |
| Increase in deferred revenue | |
| 33,156 | | |
| 17,255 | | |
| 49,768 | | |
| 22,317 | |
| Increase in other non-current assets | |
| (8,329 | ) | |
| (47 | ) | |
| (6,936 | ) | |
| (341 | ) |
| Decrease (increase) in prepaid expenses and other current assets | |
| 2,546 | | |
| (2,885 | ) | |
| 5,614 | | |
| 3,201 | |
| Changes in operating lease right-of-use assets | |
| 1,162 | | |
| 1,450 | | |
| 4,585 | | |
| 5,335 | |
| Changes in operating lease liability | |
| 3,150 | | |
| (1,278 | ) | |
| 547 | | |
| (4,839 | ) |
| Decrease in inventories | |
| 1,284 | | |
| 746 | | |
| 1,632 | | |
| 982 | |
| Decrease in trade payables | |
| 5,442 | | |
| 3,917 | | |
| 4,943 | | |
| 2,755 | |
| Increase in other accounts payable and accrued expenses | |
| 6,810 | | |
| 11,722 | | |
| 4,248 | | |
| 17,586 | |
| (Decrease) increase in other long-term liabilities | |
| (2,571 | ) | |
| (928 | ) | |
| (2,015 | ) | |
| 880 | |
| Net cash provided by operating activities | |
| 86,811 | | |
| 65,967 | | |
| 173,544 | | |
| 132,171 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | | |
| | | |
| | |
| Purchases of property and equipment | |
| (3,956 | ) | |
| (3,178 | ) | |
| (13,225 | ) | |
| (8,566 | ) |
| Cash paid in conjunction with acquisitions, net of acquired cash | |
| (147,456 | ) | |
| — | | |
| (147,456 | ) | |
| (2,748 | ) |
| Purchase of Intangible assets | |
| — | | |
| (1,139 | ) | |
| — | | |
| (2,043 | ) |
| Investment in marketable securities | |
| (126,028 | ) | |
| (15,079 | ) | |
| (321,231 | ) | |
| (127,789 | ) |
| Proceeds from maturities of marketable securities | |
| 34,772 | | |
| 10,985 | | |
| 152,992 | | |
| 59,971 | |
| Proceeds from sales of marketable securities | |
| 28,643 | | |
| — | | |
| 59,809 | | |
| — | |
| Investment in short-term deposits | |
| (88,000 | ) | |
| (39,000 | ) | |
| (187,000 | ) | |
| (207,000 | ) |
| Redemption of short-term deposits | |
| 55,914 | | |
| 31,462 | | |
| 187,861 | | |
| 138,702 | |
| Net cash used in investing activities | |
| (246,111 | ) | |
| (15,949 | ) | |
| (268,250 | ) | |
| (149,473 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercise of options to shares | |
| 1,022 | | |
| 5,756 | | |
| 20,097 | | |
| 17,265 | |
| Proceeds from Employee Share Purchase Plan | |
| 1,318 | | |
| 974 | | |
| 4,956 | | |
| 3,344 | |
| Exercise of Warrants | |
| — | | |
| — | | |
| — | | |
| 53 | |
| Redemption of Warrants | |
| — | | |
| — | | |
| — | | |
| (11 | ) |
| Net cash provided by financing activities | |
| 2,340 | | |
| 6,730 | | |
| 25,053 | | |
| 20,651 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net (decrease) increase in cash and cash equivalents | |
| (156,960 | ) | |
| 56,748 | | |
| (69,653 | ) | |
| 3,349 | |
| Net effect of Currency Translation on cash and cash equivalents | |
| 56 | | |
| (1,438 | ) | |
| 2,451 | | |
| (1,207 | ) |
| Cash and cash equivalents at beginning of period | |
| 281,361 | | |
| 136,349 | | |
| 191,659 | | |
| 189,517 | |
| Cash and cash equivalents at end of period | |
$ | 124,457 | | |
$ | 191,659 | | |
$ | 124,457 | | |
$ | 191,659 | |
| | |
| | | |
| | | |
| | | |
| | |
| Supplemental cash flow information: | |
| | | |
| | | |
| | | |
| | |
| Income taxes paid (received) | |
$ | 2,838 | | |
$ | 3,801 | | |
$ | (549 | ) | |
$ | 7,706 | |
| Non-cash activities | |
| | | |
| | | |
| | | |
| | |
| Operating lease liabilities arising from obtaining right-of-use assets | |
$ | (1,987 | ) | |
$ | 53 | | |
$ | 11,154 | | |
$ | 1,884 | |
| Reclassification and exercise of public and private Warrants | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 164,770 | |
| Reclassification and release of Restricted Sponsor Shares | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 113,136 | |
| Reclassification and issuance of Price Adjustment Shares | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 254,766 | |
Cellebrite DI Ltd.
Reconciliation of GAAP to Non-GAAP Financial Information
(U.S. Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Cost of revenue | |
$ | 19,691 | | |
$ | 17,624 | | |
$ | 75,172 | | |
$ | 62,593 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 775 | | |
| 575 | | |
| 3,180 | | |
| 2,227 | |
| Amortization of intangible assets | |
| 881 | | |
| — | | |
| 881 | | |
| — | |
| Acquisition-related costs | |
| — | | |
| — | | |
| — | | |
| 2 | |
| Non-GAAP cost of revenue | |
$ | 18,035 | | |
$ | 17,049 | | |
$ | 71,111 | | |
$ | 60,364 | |
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Gross profit | |
$ | 109,130 | | |
$ | 91,425 | | |
$ | 400,503 | | |
$ | 338,610 | |
| Share-based compensation | |
| 775 | | |
| 575 | | |
| 3,180 | | |
| 2,227 | |
| Amortization of intangible assets | |
| 881 | | |
| — | | |
| 881 | | |
| — | |
| Acquisition-related costs | |
| — | | |
| — | | |
| — | | |
| 2 | |
| Non-GAAP gross profit | |
$ | 110,786 | | |
$ | 92,000 | | |
$ | 404,564 | | |
$ | 340,839 | |
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Operating expenses | |
$ | 88,325 | | |
$ | 75,698 | | |
$ | 334,023 | | |
$ | 281,704 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Share-based compensation | |
| 11,222 | | |
| 8,694 | | |
| 41,712 | | |
| 28,348 | |
| Amortization of intangible assets | |
| 1,227 | | |
| 864 | | |
| 4,018 | | |
| 3,349 | |
| Acquisition-related costs | |
| 1,588 | | |
| — | | |
| 3,818 | | |
| 219 | |
| Executive severance costs | |
| — | | |
| 1,068 | | |
| 574 | | |
| 1,068 | |
| Non-GAAP operating expenses | |
$ | 74,288 | | |
$ | 65,072 | | |
$ | 283,901 | | |
$ | 248,720 | |
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Operating income | |
$ | 20,805 | | |
$ | 15,727 | | |
$ | 66,480 | | |
$ | 56,906 | |
| Share-based compensation | |
| 11,997 | | |
| 9,269 | | |
| 44,892 | | |
| 30,575 | |
| Amortization of intangible assets | |
| 2,108 | | |
| 864 | | |
| 4,899 | | |
| 3,349 | |
| Acquisition-related costs | |
| 1,588 | | |
| — | | |
| 3,818 | | |
| 221 | |
| Executive severance costs | |
| — | | |
| 1,068 | | |
| 574 | | |
| 1,068 | |
| Non-GAAP operating income | |
$ | 36,498 | | |
$ | 26,928 | | |
$ | 120,663 | | |
$ | 92,119 | |
Cellebrite DI Ltd.
Reconciliation of GAAP to Non-GAAP Financial Information
(U.S. Dollars in thousands, except share and per share data)
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Net income (loss) | |
$ | 21,261 | | |
$ | 19,269 | | |
$ | 78,326 | | |
$ | (283,007 | ) |
| Share-based compensation | |
| 11,997 | | |
| 9,269 | | |
| 44,892 | | |
| 30,575 | |
| Amortization of intangible assets | |
| 2,108 | | |
| 864 | | |
| 4,899 | | |
| 3,349 | |
| Acquisition-related costs | |
| 1,588 | | |
| — | | |
| 3,818 | | |
| 221 | |
| Executive severance costs | |
| — | | |
| 1,068 | | |
| 574 | | |
| 1,068 | |
| Tax income | |
| (260 | ) | |
| (4,347 | ) | |
| (2,003 | ) | |
| (4,049 | ) |
| Finance expense from financial derivatives | |
| — | | |
| — | | |
| — | | |
| 349,604 | |
| Non-GAAP net income | |
$ | 36,694 | | |
$ | 26,123 | | |
$ | 130,506 | | |
$ | 97,761 | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP Earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.15 | | |
$ | 0.11 | | |
$ | 0.54 | | |
$ | 0.45 | |
| Diluted | |
$ | 0.14 | | |
$ | 0.10 | | |
$ | 0.51 | | |
$ | 0.42 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 245,282,244 | | |
| 233,248,045 | | |
| 241,626,316 | | |
| 209,471,827 | |
| Diluted | |
| 257,274,507 | | |
| 250,539,405 | | |
| 254,677,860 | | |
| 227,258,731 | |
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | | |
(Unaudited) | |
| Net income (loss) | |
$ | 21,261 | | |
$ | 19,269 | | |
$ | 78,326 | | |
$ | (283,007 | ) |
| Financial (income) expense, net | |
| (5,466 | ) | |
| (4,170 | ) | |
| (24,198 | ) | |
| 332,890 | |
| Tax expense | |
| 5,010 | | |
| 628 | | |
| 12,352 | | |
| 7,023 | |
| Share-based compensation | |
| 11,997 | | |
| 9,269 | | |
| 44,892 | | |
| 30,575 | |
| Amortization of intangible assets | |
| 2,108 | | |
| 864 | | |
| 4,899 | | |
| 3,349 | |
| Acquisition-related costs | |
| 1,588 | | |
| — | | |
| 3,818 | | |
| 221 | |
| Depreciation expenses | |
| 1,833 | | |
| 1,865 | | |
| 6,968 | | |
| 7,258 | |
| Executive severance costs | |
| — | | |
| 1,068 | | |
| 574 | | |
| 1,068 | |
| Adjusted EBITDA | |
$ | 38,331 | | |
$ | 28,793 | | |
$ | 127,631 | | |
$ | 99,377 | |
| | |
For the three months ended | | |
For the year ended | |
| | |
December 31, | | |
December 31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| | |
| (Unaudited) | | |
| (Unaudited) | | |
| (Unaudited) | | |
| (Unaudited) | |
| Net cash provided by operating activities | |
$ | 86,811 | | |
$ | 65,967 | | |
$ | 173,544 | | |
$ | 132,171 | |
| Less: | |
| | | |
| | | |
| | | |
| | |
| Purchases of property and equipment | |
| (3,956 | ) | |
| (3,178 | ) | |
| (13,225 | ) | |
| (8,566 | ) |
| Free cash flow | |
$ | 82,855 | | |
$ | 62,789 | | |
$ | 160,319 | | |
$ | 123,605 | |
| Free cash flow margin | |
| 64.3 | % | |
| 57.6 | % | |
| 33.7 | % | |
| 30.8 | % |
Cellebrite
DI Ltd.
Reconciliation
of GAAP to Non-GAAP Financial Information
(U.S.
Dollars in thousands, except share and per share data)
| | |
December 31 | | |
December 31 | |
| | |
2025 | | |
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Total ARR | |
$ | 480,760 | | |
$ | 395,899 | |
| ARR related to acquisitions | |
| 16,078 | | |
| — | |
| Organic ARR | |
$ | 464,682 | | |
$ | 395,899 | |