The following information should be read in conjunction with the accompanying
unaudited condensed consolidated financial statements and the associated notes
thereto of this Quarterly Report, and the audited consolidated financial
statements and the notes thereto and our Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in our Annual Report on
Form 10-K for the fiscal year ended July 31, 2021 (the "Form 10-K"), as filed
with the U.S. Securities and Exchange Commission (the "SEC").



As used below, unless the context otherwise requires, the terms "the Company,"
"Zedge," "we," "us," and "our" refer to Zedge, Inc., a Delaware corporation and
its subsidiary Zedge Europe AS, collectively.



Forward-Looking Statements





This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including statements that contain the words
"believes," "anticipates," "expects," "plans," "intends," and similar words and
phrases. These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from future results.
Factors that may cause such differences include, but are not limited to: (1)
Economic, geopolitical and market conditions can adversely affect our business,
results of operations and financial condition, including our revenue growth and
profitability, which in turn could adversely affect our stock price; (2) Our
ability to successfully make acquisitions and/or successfully integrate
acquisitions that we have made in to Zedge without incurring unanticipated costs
or without being subject to other integration issues that may disrupt our
existing operations; (3) Delay or failure to realize the expected synergies and
benefits of the GuruShots acquisition; (4) The impact of the Covid-19 pandemic
on our employees, customers, partners, and the global financial markets; and (5)
Russia's recent invasion of Ukraine, and the international community's response.
For further information regarding risks and uncertainties associated with our
business, please refer to Part II, Item 1A (Risk Factors) in this Quarterly
Report on Form 10-Q, those discussed under Item 1A to Part I "Risk Factors" in
the Form 10-K. The forward-looking statements are made as of the date of this
report and we assume no obligation to update the forward-looking statements, or
to update the reasons why actual results could differ from those projected in
the forward-looking statements. Investors should consult all of the information
set forth in this report and the other information set forth from time to time
in our reports filed with the SEC pursuant to the Securities Act of 1933 and the
Securities Exchange Act of 1934, including the Form 10-K.



Impact of COVID-19



In March 2020, the World Health Organization declared the outbreak of COVID-19
as a pandemic, which continues to impact the U.S. and the world. We are unable
to accurately predict the full impact that COVID-19 will have due to numerous
uncertainties, including the duration of the outbreak, actions that may be taken
by governmental authorities, the impact to the business of our customers and
partners, the risk of additional, and currently-unknown COVID-19 variations
necessitating further measures to mitigate risk and seek to protect employee and
vendor health and safety. We will continue to evaluate the scope and extent of
the impact to our business, consolidated results of operations, and financial
condition.


Impact of Russia's recent invasion of Ukraine





In February of 2022, the Russian Federation invaded Ukraine. As a result, many
governments and businesses imposed trade and economic sanctions on the Russian
Federation and Belarus. Zedge has a small user base in Russia and Belarus;
however, it also has a development center in Vilnius, Lithuania, which is
approximately 40 kilometers from the Belarussian border. In the event that the
conflict spills over into other countries, Zedge may need to relocate personnel
potentially resulting in a slowdown in work product generated by those
personnel. At present, the Company is working on contingency planning to be in a
position to minimize any potential interruptions. GuruShots has several
contractors originally based in Ukraine who were inaccessible for a period of
time. Most of them are now back at work and some of them have relocated to
neighboring countries. As a result, there has been minimal disruption in the
development work performed for GuruShots. We disabled both the Zedge app and
GuruShots in Russia and Belarus resulting in a loss of that customer base and
associated revenue. Finally, at the outset of the war, we changed the color of
the Zedge App's icon to the colors of the Ukrainian flag as a demonstration of
our solidarity with Ukraine. This change triggered a spate of users, primarily
located in countries that have close ties to the Russian Federation, to either
uninstall the Zedge App and/or reduce our star ranking across the various
storefronts. We also updated the collateral materials in these storefronts to
the color of the Ukrainian flag resulting in a decline in new installs from

these same countries.



                                       20





Overview



Zedge builds marketplaces and games around digital content that people use to
express themselves. Our portfolio consists of several leading digital consumer
brands that, as April 30, 2022, served 41 million monthly active users across
the globe. Our portfolio consists of Zedge Ringtones and Wallpapers ("Zedge
App"), as of August 1, 2021, Emojipedia and, as of April 12, 2022, GuruShots.



We operate a state-of-the-art digital publishing platform that powers the Zedge
App, which is available in the Google Play store and App Store, and offers an
easy, entertaining and immersive way for end-users to engage with our rich and
diverse catalogue of wallpapers, video wallpapers, ringtones, notification
sounds on Android and wallpapers, video wallpapers, ringtones and custom icon
packs on iOS. We secure our content from amateur and professional artists, and
also from emerging and major brands. Artists have the ability to easily launch a
virtual storefront in our Zedge App where they can market and sell their content
to our user base. In August of 2021, we acquired Emojipedia, the leading source
of all things emoji and, on April 12, 2022, we acquired GuruShots, an Israeli
company that operates a platform used for its competitive photography game
available across iOS, Android and the web.



Our Zedge App has been installed approximately 556 million times, and at April
30, 2022, served approximately 32 million monthly active users, or MAU. MAU is a
key performance indicator that captures the number of unique users that used our
Zedge App during the final 30 days of the relevant period. Our Zedge App has
consistently ranked as one of the most popular free apps in the Google Play
store in the United States. Historically, we have not made a material investment
in paid user acquisition for our Zedge App; however, we have started investing
more in this area.



Our Zedge App's success stems from its ability to meet consumer demand for a
rich and diverse catalogue of both long-tail and popular content in a fun,
intuitive and user-friendly fashion that aligns with their interest in
expressing their essence in a bespoke manner, to offer reliable search and
discovery capabilities and to make relevant content recommendations to our
users. To this end, we invest heavily in both product design and development and
the underlying technology required to satisfy both our Zedge App's users' and
content contributors' expectations. Our Zedge App contains both user-generated
and licensed, third-party content to achieve these goals.



In March 2018, we launched Zedge Premium, a marketplace within our Zedge App
where professional creators and brands market, distribute and sell their digital
content to our consumers. At launch, Zedge Premium was a "walled garden" - a
separate section of the app which users needed to proactively choose to enter.
In November 2020 , we embedded Zedge Premium content throughout the app making
it far more prominent. We also introduced a new content type on iOS: custom icon
packs. Over time, we expect that Zedge Premium will contribute to a virtuous
cycle whereby it drives new consumers into our Zedge App resulting in more
artist payouts, which in turn makes the platform more attractive for artists and
brands looking to expand their reach and increase their income. In December of
2021 we introduced 'NFTs Made Easy' to select Zedge Premium artists interested
in selling single edition, tokenized, video wallpapers. Our all-in-one platform
allows creators to self-publish, mint and sell their NFTs simply by selecting
the NFT option within our self-publishing platform and without the need for them
to be cryptocurrency experts or technology wizards. 'NFTs Made Easy' is currency
agnostic and allows consumers to purchase NFTs with Zedge tokens acquired via
in-app purchases, eliminating the need to set up a crypto wallet to buy
cryptocurrencies. Over time we expect to expand the offering with features
including features like numbered editions, drop dates and new content types.



In January 2019, we started offering freemium Zedge App Android users the
ability to convert into paying subscribers for, amongst other things, the
ability to remove unsolicited advertisements from our Zedge App. During the
first 12 months after a customer's sign up for the subscription-based product,
Google retains up to 30% as a fee, which decreases to 15% from month 13 and
beyond. As of April 30, 2022, we had approximately 713,000 active subscribers,
90% of which had subscribed on an annual basis. Since inception in January 2019,
subscriptions have generated approximately $9.4 million in gross revenue.



In December 2019, we completed the beta launch of 'Shortz' our new entertainment
app offering serialized, short-form fiction rendered in a text-message format
and more recently as audio productions available across both Android and iOS,
and focusing on users in the United States, the United Kingdom and Canada and it
is now available globally. Based on the limited success of Shortz with our user
base, we have decided to deprioritize its development and focus our resources on
other opportunities.



During the quarters ended April 30, 2022 and 2021, we generated approximately
77% and 81%, respectively, of our revenues from selling our Zedge App's
advertising inventory primarily to advertising networks and advertising
exchanges. Advertising networks and advertising exchanges are third-party
technology platforms that facilitate the buying and selling of media advertising
inventory from multiple ad networks. The price of advertising inventory is fixed
on an advertising network whereas the price for inventory is determined through
real-time bidding on an advertising exchange. Advertisers are attracted to our
Zedge App because of its sizable user base.



                                       21





In our Zedge Premium marketplace, the content owner sets the price and the user
can purchase the content by paying for it with Zedge Credits, our closed virtual
currency. A user can earn Zedge Credits when taking specific actions such as
watching a rewarded video or taking a survey. Alternatively, users can buy Zedge
Credits via an in-app purchase. If a user purchases Zedge Credits, Google Play
or App Store keeps up to 30% of the purchase price with the remainder being paid
to us. When a user purchases Zedge Premium content, the artist or brand receives
70% of the actual value of the Zedge Credits used to buy the content item as a
royalty and we retain the remaining 30% as our fee, which we recognize as
revenue. As Zedge Premium matures and expands, we expect to also diversify

our
revenue source mix.



Over the past several years, our Zedge App has experienced a continuing decline
in its MAU in well-developed markets with growth of MAU in emerging markets, so
that users in emerging markets represent an increasing portion of our user base.
In addition, the rate of user growth in emerging markets slowed in the first
half of fiscal 2022 compared to prior periods. As of April 30, 2022, users in
emerging markets represented 77% of the MAU for our Zedge App compared to 73% a
year prior. This shift has negatively impacted revenue because advertising rates
in emerging markets are materially lower than in well-developed markets. In the
third quarter of fiscal 2022, users in well-developed economies and emerging
markets declined by 15.6% and 3.9% respectively when compared to the same period
in fiscal 2021. As of April 30, 2022, approximately 41% of our Zedge App's user
base was located in North America (21%) and Europe (including Eastern Europe,
20%), compared with 42% (North America, 20% and Europe 22%) as of July 31, 2021.
The remaining 59% of the user base was primarily located in emerging markets
with 27% located in India.



MAU growth is tightly coupled with new user growth. Historically, our relatively
high ranking in the Google Play store has been one of the primary drivers for
securing new users. Although still an important factor, we now also dedicate
resources to growth initiatives, both organic and paid. We have started
increasing paid user acquisition spend while monitoring results to ensure that
the investment is yielding a positive return on investment. With time, we
believe that we can change our growth dynamic in well-developed markets and
return to more robust growth in all markets. Aside from targeted growth
initiatives, we need to continually improve the core user experience, test
different mechanisms and content verticals that may spur growth and capitalize
on the role that Zedge Premium artists can have on driving new users into the
Zedge platform.


Business Combination and Asset Acquisition





Emojipedia



On August 1, 2021, we acquired Emojipedia, the world's leading authority
dedicated to providing up to date and well-researched emoji definitions,
information, and news as well as World Emoji Day and the annual World Emoji
Awards, and Emojitracker, which provides real time visualization of all emoji
symbols used on Twitter. In January 2022 Emojipedia receives approximately 45
million monthly page views and has approximately 8.6 million monthly active
users of which approximately 50% are located in well-developed markets. It is
the top resource for all things emoji, offering insights into data and cultural
trends. As a voting member of the Unicode Consortium, the standards body
responsible for approving new emojis, Emojipedia works alongside major emoji
creators including Apple, Google, Facebook and Twitter.



GuruShots



On April 12, 2022, we completed the acquisition of GuruShots ("GS"). GS, founded
in 2014, is an Israeli company and the leader in the photo gaming space. It
provides a fun, educational, and structured way for amateur photographers --
anyone with a cell phone -- to compete and showcase their photos, gain
recognition and progress via votes, badges, and awards. GS, via its LiveOps
team, posts daily competitive challenges that are voted on by the platform's
Gurus and the wider community. The platform releases approximately 10 challenges
daily and users upload more than1 million high-quality photos monthly.
Challenges can amass more than 20,000 submissions within 36 hours of being
posted.



GS has developed a sophisticated gamification platform that is being used to
power its photo game GS business is based on a Free-to-Play model that leads to
strong monetization with the purchase of resources that are used to give
competitors a competitive edge while still maintaining a fair and competitive
experience for all participants. Furthermore, it has a built-in social layer
with features including leaderboards, chat, and team leagues.



Its uniqueness is tied to several key elements including:

? Retention Dynamics - focused on individual, team, and community dynamics that


   create a sense of belonging, inspiration, recognition, improvement, and
   competition.


? Crowd Based Voting System - allows users to vote in favor or other player's

photos in order to secure a higher ranking. Users can earn greater voting

power, or "perceived votes," by engaging in gameplay. On a monthly basis, this

yields more than 4.5 billion perceived votes, a strong indication of


    user-engagement.




                                       22




? Real-Time Image Ranking - a competitive dynamic that acts as a catalyst for

users to reach top ranks. To date, GS has more than 130 million ranked images.

By definition these are high-quality images, otherwise, they would not be


   ranked.



? Gamification Dynamics - these include challenges, points, levels, achievements,


   and game loops.




GS's Business Model



GS generates revenue by selling game resources via in-app and online purchases.
Some of these resources include increasing a photograph's exposure, access to
locked game content, exchanging an image in the competition with a different
image, and skipping voting sessions.



GS's User Growth and Acquisition


GS' user acquisition and growth strategy is currently focused on paid user
acquisition channels including Google, Facebook, and Instagram. GS is in the
early stages of testing additional user acquisition platforms. Prior to the
acquisition by Zedge, GS outsourced paid user acquisition to a 3rd party
marketing agency. In the coming months, we expect to migrate many of the
marketing responsibilities in-house which we believe will yield improved ROAS
and ROI. In addition, we plan on investing in organic user growth initiatives
including user referral programs, search engine optimization, app store
optimization, etc. which are standard growth drivers for gaming apps. Finally,
we expect to cross market to existing Zedge users.



GS's Product Roadmap



In 2021, GS focused on improving retention with game loops focused on improving
challenges and achievements. In addition, it rolled out "Leagues," which enables
team-play, and which is scaling well. GS is increasingly focusing on improving
the on boarding process in order to draw more users into the competitions,
introducing a set of self-learning modules that can assist users in becoming
better photographers. Gamifying learning is an area that can make a material
difference in engagement and monetization.



GS's Technology



GS' cloud-based platform uses machine learning ranking technology to ensure fair
exposure of all photos submitted to competitions. It also employs image
classification technology to suggest which competitions a photo should enter. It
has a strong moderation tool that actively detects content for policy
violations. In addition, the platform is self-governing with regards to flagging
inappropriate and copyrighted content, as many users are quick to flag this due
to the competition context. Over time the plan is to migrate GS technology to
the same cloud platform that Zedge currently uses with the expectation that this
will yield cost savings and simplify operations.



Critical Accounting Policies



Our unaudited condensed consolidated financial statements and accompanying notes
are prepared in accordance with accounting principles generally accepted in the
United States of America, or U.S. GAAP. Our significant accounting policies are
described in Note 1 to the consolidated financial statements included in the
Form 10-K. The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses as well as the disclosure of contingent
assets and liabilities. Critical accounting policies are those that require
application of management's most subjective or complex judgments, often as a
result of matters that are inherently uncertain and may change in subsequent
periods. Our critical accounting policies include those related to capitalized
software and technology development costs, revenue recognition, business
combinations and valuing contingent considerations, recognition and impairment
of intangible assets and goodwill. Management bases its estimates and judgments
on historical experience and other factors that are believed to be reasonable
under the circumstances. Actual results may differ from these estimates under
different assumptions or conditions. For additional discussion of our critical
accounting policies, see our Management's Discussion and Analysis of Financial
Condition and Results of Operations in the Form 10-K.



Recently Issued Accounting Standards Not Yet Adopted

Please refer to Note 1 to the unaudited condensed consolidated financial statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.





                                       23




Key Performance Indicators





The presentation of our results of operations includes disclosure of two key
performance indicators - Monthly Active Users (MAU) and Average Revenue Per
Monthly Active User (ARPMAU) from our Zedge App. MAU is a key performance
indicator that captures the number of unique users that used our Zedge App
during the previous 30-day period, which is important to understanding the size
of the user base for our Zedge App which is a main driver of our revenue.
Changes and trends in MAU are useful for measuring the general health of our
business, gauging both present and potential customers' experience, assessing
the efficacy of product improvements and marketing campaigns and overall user
engagement. ARPMAU is valuable because it provides insight into how well we
monetize our users and, changes and trends in ARPMAU are indications of how
effective our monetization investments are.



MAU decreased 7.0% in the third quarter of fiscal 2022 when compared to the same
period a year ago and increased 11.6% on a sequential basis. Over the past
several years, we have experienced a continuing shift in our regional customer
make-up with MAU in emerging markets representing an increasing portion of our
user base. As of April 30, 2022, users in emerging markets represented 77% of
our MAU compared to 73% a year prior. This shift impacts our business because
emerging markets do not monetize as well as well-developed markets due to lower
eCPMs and lower monthly and annual subscription sales in these regions coupled
with lower priced subscriptions SKUs. However, ARPMAU for the three months ended
April 30, 2022 was up approximately 7.8% when compared to the same period a year
ago, pointing to progress we have made in extracting more revenue from our
users, particularly from paid subscriptions sales and improvement in ad
optimization. ARPMAU declined 13.0% on a sequential basis due to seasonality.



We believe that much of the decline was caused by one-off events and estimate
that a third or more of the MAU decline is attributable to a combination of
uninstalls driven by our need to push a forced upgrade of the Zedge App in order
to migrate to AppLovin's Max ad mediation platform combined with losses
attributable to our decision to change the color of the Zedge App's icon to the
colors of the Ukrainian flag as a demonstration of our solidarity with Ukraine.
This change triggered a spate of users, primarily located in countries that have
close ties to the Russian Federation, to either uninstall the Zedge App and/or
reduce our star ranking across the various storefronts. We also updated the
collateral materials in these storefronts to the color of the Ukrainian flag
resulting in a decline in new installs from these same countries. In addition,
we disabled both the Zedge App and GuruShots in Russia and Belarus resulting in
a loss of that customer base. Furthermore, we are accustomed to experiencing MAU
declines resulting from seasonality in the business in Q3, which follows the
end-of-year holiday season. Thus, we believe much of the decline was caused by
[one-off events. Nonetheless, we have implemented a variety of product changes
to reverse the trend, including changing our app icon and store branding in
India, increasing the frequency and regularity of push notification campaigns as
well as app icon changes, and continuing our rollout of social and community
features.


                                                            Three Months Ended
                                                                April 30,
(in millions, except ARPMAU - Zedge App)                    2022          2021         % Change
MAU- Zedge App                                                 32.1          34.5           -7.0 %
Developed Markets MAU - Zedge App                               7.5           8.9          -15.7 %
Emerging Markets MAU - Zedge App                               24.6          25.6           -3.9 %
Emerging Markets MAU - Zedge App/Total MAU - Zedge App           77 %          73 %          5.0 %

ARPMAU - Zedge App                                       $   0.0523     $  0.0485            7.8 %



                                                          Three Months Ended       Three Months Ended
                                                              April 30,               January 31,
(in millions, except ARPMAU)                                     2022                     2022              % Change
MAU- Zedge App                                                           32.1                     36.3          -11.6 %
Developed Markets MAU - Zedge App                                         7.5                      8.5          -11.8 %
Emerging Markets MAU - Zedge App                                         24.6                     27.8          -11.5 %
Emerging Markets MAU - Zedge App/Total MAU - Zedge App                    

77 %                     77 %          0.1 %

ARPMAU - Zedge App                                       $             0.0523     $             0.0601          -13.0 %




                                       24




The following charts present the MAU - Zedge App and ARPMAU - Zedge App for the consecutive eight quarters ended April 30, 2022:

[[Image Removed]] [[Image Removed]]

* Please note the MAU-Zedge App graph above excludes MAU for both Emojipedia and


   GuruShots




Results of Operations



Three and Nine months ended April 30, 2022 Compared to Three and Nine months
ended April 30, 2021


                            Three Months Ended                                   Nine Months Ended
                                 April 30,                   Change                  April 30,                  Change
                             2022          2021          $            %          2022          2021          $           %
                                           (in thousands)                                      (in thousands)

Revenues                  $    6,230      $ 5,252     $    978        18.6 %   $  19,173     $ 14,328     $ 4,845        33.8 %
Direct cost of revenues          401          290          111        38.3 %       1,053          907         146        16.1 %
Selling, general and
administrative                 4,064        2,694        1,370        50.9 %       9,902        6,859       3,043        44.4 %
Depreciation and
amortization                     423          289          134        46.4 %       1,181          972         209        21.5 %
Income from operations         1,342        1,979         (637 )     -32.2 %       7,037        5,590       1,447        25.9 %
Interest and other
income, net                       15            9            6        66.7 %          42           14          28       200.0 %
Net (loss) gain
resulting from foreign
exchange transactions           (125 )        (12 )       (113 )     941.7 %        (220 )         21        (241 )        nm
Provision for (benefit
from) income taxes               429         (473 )        902          nm         1,676         (147 )     1,823          nm
Net Income                $      803      $ 2,449     $ (1,646 )     -67.2 %   $   5,183     $  5,772     $  (589 )     -10.2 %



nm-not measurable



Revenues

The following table sets forth the composition of our revenues for the three and nine months ended April 30, 2022 and 2021:





                                     Three Months Ended          Nine Months Ended
                                          April 30,                  April 30,                       % Changes
                                      2022          2021         2022          2021       Three Months       Nine Months
                                       (in thousands)              (in thousands)
Advertising revenue                $    4,526      $ 4,227     $  14,532     $ 11,612                 7 %              25 %
Paid subscription revenue                 910          899         2,823        2,358                 1 %              20 %
Other revenues                            794          126         1,818          358               530 %             408 %
  Total revenues                   $    6,230      $ 5,252     $  19,173     $ 14,328                19 %              34 %




Advertising revenue. Advertising revenue increased 7% and 25% in the three and
nine months ended April 30, 2022, respectively, compared to the three and nine
months ended April 30, 2021, primarily due to improvement in our ad
optimizations and higher advertising rates.



                                       25





Paid subscription revenue. We rolled out a subscription-based product on Android
in January 2019, whereby users of our Zedge app could pay a monthly or annual
fee to remove unsolicited ads when using our Zedge app. We employ a regional
pricing strategy in order to improve conversions. The U.S. constitutes our
largest subscriber base and we generally charge $0.99 per month and $4.99 per
year. Pricing in other markets is based on local conditions. We generated
$931,000 and $2,747,000 in gross prepaid subscription in the three and nine
months ended April 30, 2022, respectively, compared to $990,000 and $2,806,000
in the three and nine months ended April 30, 2021. The 6% decline in gross
prepaid subscription sale for the three months ended April 30, 2022 when
compared to the same period a year ago was primarily due to approximately 3%
decline in new installs in well-development markets in the corresponding periods
and a decrease in renewal rate. As of April 30, 2022, the first year renewal
rate was 44% and second year renewal rate was 53%. We expect that from time to
time the prices of our subscription in each country/region may change and we may
test other plan and price variations.



The following table summarizes subscription revenue for the three and nine months ended April 30, 2022 and 2021:




                             Three Months Ended                                             Nine Months Ended
                                  April 30,                                                     April 30,
                           2022              2021                % Change                  2022               2021         % Change
                                                (in thousands, except revenue per subscriber and percentages)
Revenues                $      910       $        899                        1 %     $           2,823      $   2,358     $        20 %
Active subscriptions
net additions                  -49                 42                       nm                     -39            249              nm
Active subscriptions
at end of period               713                753                       -5 %                   713            753              -5 %
Average active
subscriptions                  718                734                       -2 %                   747            652              15 %
Average monthly
revenue per active
subscription            $     0.42       $       0.41                        2 %     $            0.42      $    0.40     $         5 %




Gaming revenue. GuruShots sells game resources via in-app and online purchases.
Some of these virtual items include increasing a photograph's exposure,
exchanging an image in the competition with a different image, and skipping
voting sessions. GuruShots recognizes revenue at the time of purchase because
the overwhelming majority of users only purchase game resources when they need
them to progress in the game. GuruShots generated $294,000 between April 13,
2022 to April 30, 2022 which is included in Other Revenues.



Zedge Premium. Gross transaction value (the total sales volume transacting
through the platform), or "GTV," increased 63% and 75% in the three and nine
months ended April 30, 2022, respectively, compared to the three and nine months
ended April 30, 2021. Net revenue increased 47% and 74% in the three and nine
months ended April 30, 2022, respectively, compared to the three and nine months
ended April 30, 2021.The gross and net revenue growth in Zedge Premium can be
attributed to the investment we made in our new content management system as
well as the landing page redesign.



The following table summarizes Zedge Premium gross and net revenue for the three and nine months ended April 30, 2022 and 2021:





                            Three Months Ended              Nine Months Ended
                                 April 30,                      April 30,                          % Changes
                           2022             2021           2022            2021         Three Months        Nine Months
                              (in thousands)                  (in thousands)
Zedge Premium-gross
revenue ("GTV")         $      410       $      252     $     1,173      $     671                  63 %              75 %
Zedge Premium-net
revenue                 $      182       $      124     $       610      $     351                  47 %              74 %




Revenue from Zedge Premium, web-based advertising revenues from Emojipedia and
other related sites, as well as revenues generated by Shortz, are reported under
Other Revenues, and those offerings constitute potential growth drivers in

the
quarters to come.



Integration bonus. On April 1, 2022, we received a one-time integration bonus of
$2 million from AppLovin Corporation for migrating to their mediation platform.
This amount is being amortized over an initial estimated service period of 24
months which is also included in Other Revenues.



Direct cost of revenues.Direct cost of revenues consists primarily of content hosting and content delivery costs.




                            Three Months Ended                             Nine Months Ended
                                 April 30,                                     April 30,
(in thousands)             2022             2021         % Change         2022            2021         % Change
Direct cost of
revenues                $      401       $      290           38.3 %   $     1,053      $     907           16.1 %
As a percentage of
revenues                       6.4 %            5.5 %                          5.5 %          6.3 %




Direct cost of revenues increased 38.3% and 16.1% in the three and nine months
ended April 30, 2022, respectively, compared to three and nine months ended
April 30, 2021. The increase in the direct cost of revenues can be attributed to
utilizing a new data analytics tool provided by Google's Cloud Computing
Services and the inclusion of GuruShots' infrastructure costs.



                                       26





As a percentage of revenue, direct cost of revenues in three and nine months
ended April 30, 2022 were 6.4% and 5.5%, respectively, compared to 5.5% and
6.3%, in the three and nine months ended April 30, 2021, primarily due to
significant higher revenue in the nine-month periods and the fixed nature of
many of our direct cost of revenues.



Selling, general and administrative expense. Selling, general and administrative
expense ("SG&A") consists mainly of GuruShots' operating expenses, payroll,
benefits, recruiting fees, facilities, marketing, consulting, professional fees,
software licensing ("SaaS"), M&A related expenses and public company related
expenses.



                           Three Months Ended                           Nine Months Ended
                                April 30,                                   April 30,
(in thousands)             2022           2021         % Change         2022          2021         % Change
Selling, general and
administrative          $    4,064      $   2,694           50.9 %   $    9,902     $   6,859           44.4 %
As a percentage of
revenues                      65.2 %         51.3 %                        51.6 %        47.9 %




SG&A expense increased 50.9% and 44.4% in the three and nine months ended April
30, 2022, respectively, compared to the three and nine months ended April 30,
2021. This increase was primarily attributable to transaction costs of $860,000
related to the GuruShots acquisition, higher compensation costs resulting from
additional headcount, higher stock-based compensation as discussed below, higher
professional fees and offset by reductions in discretionary expenses.



As a percentage of revenue, SG&A expense in the three and nine months ended
April 30, 2022 were 65.2% and 51.6%, respectively, compared to 51.3% and 47.9%,
in the three and nine months ended April 30, 2021. Excluding costs related to
the GuruShots acquisition SG&A expense as a percentage of revenue in the three
and nine months ended April 30, 2021 would have been 53.3% and 47.2%.



Our headcount (including 30 added through the GS acquisition) totaled 93 as of April 30, 2022 compared to 52 as of April 30, 2021 with the majority of our employees currently based in Lithuania.





SG&A expense also included stock-based compensation expense including equity
grants to employees and consultants, as well as stock issuances to pay for board
compensations and 401(k) matching contributions. Certain stock options, deferred
stock unit and restricted stock grants are more fully described in Note 8 to the
unaudited condensed consolidated financial statements included in Item 1 to Part
I of this Quarterly Report on Form 10-Q.



Depreciation and amortization. Depreciation and amortization consist mainly of
amortization of intangible assets and capitalized software and technology
development costs of our internal developers on various projects that we
invested in specific to the various platforms on which we operate our service.



                            Three Months Ended                             Nine Months Ended
                                 April 30,                                     April 30,
(in thousands)             2022             2021         % Change         2022            2021         % Change
Depreciation and
amortization            $      423       $      289           46.4 %   $     1,181      $     972           21.5 %
As a percentage of
revenues                       6.8 %            5.5 %                          6.2 %          6.8 %




Depreciation and amortization expenses increased approximately 46.4% and 21.5%
in the three and nine months ended April 30, 2022, compared to three and nine
months ended April 30, 2021. This increase was primarily attributable to the
amortization of intangible assets related to the acquisition of GuruShots and
Emojipedia.



Interest and other income, net.Interest and other income, net in the three and
nine months ended April 30, 2022 increased $6,000 and $28,000 respectively when
compared to the same periods in fiscal 2021 due to higher cash balance resulting
from cash flows provided by operating activities and financing activities in
fiscal 2021.



                            Three Months Ended                              Nine Months Ended
                                 April 30,                                      April 30,
(in thousands)             2022             2021         % Change        

2022             2021         % Change
Interest and other
income, net             $       15       $        9           66.7 %   $       42       $       14          200.0 %
As a percentage of
revenues                       0.2 %            0.2 %                         0.2 %            0.1 %




                                       27





Net (loss) gain resulting from foreign exchange transactions. Net loss resulting
from foreign exchange transactions is comprised of gains and losses generated
from movements in NOK and EUR relative to the U.S. Dollar, including gains or
losses from our hedging activities.



                            Three Months Ended                              Nine Months Ended
                                 April 30,                                      April 30,
(in thousands)             2022             2021         % Change          2022            2021         % Change
Net (loss) gain
resulting from
foreign exchange
transactions            $     (125 )     $      (12 )            nm     $     (220 )     $      21              nm
As a percentage of
revenues                      -2.0 %           -0.2 %                         -1.1 %           0.1 %




In the three and nine months ended April 30, 2021, we realized losses of
$154,000 and $271,000, respectively, from NOK and EUR hedging activities,
compared to gains of $16,000 and $67,000, respectively in the three and nine
months ended April 30, 2021 due to the strengthening of the US dollars in
current periods, as more fully described in Note 4 to the unaudited condensed
consolidated financial statements included in Item 1 to Part I of this Quarterly
Report on Form 10-Q.



Provision for income taxes. The tax expense consists of federal and state taxes
based on taxable income and allocated net worth and certain income taxes payable
in foreign jurisdictions where our subsidiaries reside.


                            Three Months Ended                              Nine Months Ended
                                 April 30,                                      April 30,
(in thousands)             2022             2021         % Change          2022           2021         % Change
Provision for
(benefit from) income
taxes                   $      429       $     (473 )            nm     $    1,676      $    (147 )            nm
As a percentage of
revenues                       6.9 %           -9.0 %                          8.7 %         -1.0 %




Our tax provision or benefit for income taxes for interim periods has generally
been determined using an estimate of its annual effective tax rate, adjusted for
discrete items, if any. Under certain circumstances where we are unable to make
a reliable estimate of the annual effective tax rate, the accounting guidance
permits the use of the actual effective tax rate for the year-to-date period.



We expect our overall effective tax rate for fiscal year ending July 31, 2022 to
be approximately 25.7 %. The effective tax rate differed from the United States
federal statutory tax rate of 21% due to certain factors with temporary impact
primarily related to the equity compensation expenses. During the nine months
ended April 30, 2022, we accounted for a discrete item related to restricted
stock windfall (vesting date fair market value above the grant date fair market
value) which resulted in a net effective tax rate of 24.4%.



As of April 30, 2022, we had $560,000 of deferred tax assets for which it has
not established a valuation allowance, related to the U.S. federal states and
certain international subsidiary. The Company completed its reassessment of the
ability to realize these assets and concluded that a valuation allowance was not
required.


We are subject to taxation in the United States and certain foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions where we are subject to potential examination by tax authorities include the United States, Norway and Lithuania.

Liquidity and Capital Resources





General



At April 30, 2022, we had cash and cash equivalents of $17.1 million and working
capital (current assets less current liabilities) of $6.4 million, compared to
$24.9 million and $23.4 million, respectively, at July 31, 2021. We expect that
our cash and cash equivalents on hand and our cash flow from operations will be
sufficient to meet our anticipated cash requirements for the twelve-month period
ending June 14, 2023. During fiscal 2021, we raised an aggregate of $15 million
through sales of equity in At the Market offerings. We also maintain a revolving
line of credit of up to $2.0 million and a foreign exchange contract facility of
up to $6.5 million with Western Alliance Bank, as discussed below in Financing
Activities.


The following tables present selected financial information for the nine months ended April 30, 2022 and 2021:

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