UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
 
 FORM 8-K
 
CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
Date of report (Date of earliest event reported):
November 7, 2024
 
TABOOLA.COM LTD.
  (Exact name of registrant as specified in its charter)
 
Israel
001-40566
Not applicable
 (State or Other Jurisdiction of Incorporation)  (Commission File Number)  (IRS Employer Identification Number)
16 Madison Square West
7th Floor
New York, NY 10010
(Address of principal executive offices, including zip code)
 
212-206-7633
 (Registrant’s telephone number, including area code)
 
N/A
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Ordinary shares, no par value
TBLA
The Nasdaq Global Market
Warrants to purchase ordinary shares
TBLAW
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02.
Results of Operations and Financial Condition.

On November 7, 2024, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing its financial results for the third quarter of 2024. That press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01.
Regulation FD Disclosure.

On November 7, 2024, the Company made available a shareholder letter and investor presentation which provide highlights of the Company’s third quarter of 2024 financial results and related information, which is being made available in connection with the November 7, 2024 earnings conference call.

The shareholder letter and investor presentation can be found on Taboola’s website at https://investors.taboola.com. We have included our web address in this Current Report on Form 8-K solely for informational purposes and the information on our website is not incorporated by reference into this Current Report on Form 8-K.

The information furnished with this Form 8-K, including Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.
Financial Statement and Exhibits.

(d) Exhibits

TABLE OF CONTENTS

Exhibit No.
Description
Press Release dated November 7, 2024
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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.

 
TABOOLA.COM LTD.
       
 
By:
 /s/ Stephen Walker
   
Name:
Stephen Walker
   
Title:
Chief Financial Officer
       
Date:  November 7, 2024
     




Exhibit 99.1

Taboola Reports Strong Q3 2024, Beating Revenues, ex-TAC and Adj. EBITDA;
Reiterating 2024 Revenues, ex-TAC, & Adj. EBITDA Guidance; Raising 2024 Free Cash Flow Target

Q3 2024 and FY 2024 Key Highlights
Q3 Financials - Beat on Revenues, ex-TAC, and Adj. EBITDA;  $97M YTD FCF already approaching FY 2024 target of $100M+

-      Q3 2024 Results: Revenues $433M, Gross profit $133M, ex-TAC Gross Profit $166M, Net loss $6M, Non-GAAP Net Income $22M, Adj. EBITDA $48M, Free Cash Flow $43M

-      Strong YoY growth: Revenues +20%, ex-TAC +30%, Adj. EBITDA +110%, FCF +88%

-      Strong Free Cash Flow conversion: 89% conversion from Adj. EBITDA
 
Reiterating 2024 Revenues, ex-TAC, Adj. EBITDA guidance; Growth rates accelerate across all metrics; Raising 2024 FCF Target to $105M+

-      Q4 guidance: $475M in Revenues (+13% YoY), $188M Gross profit (+36% YoY), $213M ex-TAC Gross Profit (+26% YoY), $91M Adj. EBITDA (+82% YoY)*

-      Reiterating 2024 guidance: $1,750M Revenues (+22% YoY), $667M ex-TAC Gross Profit (+25% YoY), $200M+ Adj. EBITDA (2x+ YoY; ~30% margin)*

-      Raising 2024 FCF target from $100M+ FCF (2x+ YoY) to $105M+
 
Business highlights - Yield growth turns positive in Q3 driven by growth in ad spend; met our internal Q3 Yahoo advertiser spend targets

-      Released Abby, advanced GenAI ad assistant, allowing advertisers to “talk” to Taboola and successfully launch ads in minutes

-      Max Conversions adoption of ~70%; +1,500 advertisers QoQ; # of campaigns +36% QoQ

-      Tier 1 brand & agency spend very strong led by auto, e-commerce, and finance verticals

-      Another quarter when ad spend out of China is up 2x vs last year

-      Apple News/Stocks seeing significant commercial traction - Sept # advertisers 2x vs July

-      Taboola News - Xiaomi expands partnership to more global markets and across more touchpoints per device

* References midpoints of guidance ranges, where applicable.

NEW YORK, November 7, 2024 (GLOBE NEWSWIRE) -- Taboola (Nasdaq: TBLA), a global leader in powering recommendations for the open web, today announced its results for the quarter ended September 30, 2024.

“I’m happy with our Q3 performance, beating our Revenues, ex-TAC and Adjusted EBITDA guidance and raising our 2024 Free Cash Flow target,” said Adam Singolda, CEO of Taboola. “2024 is a big year for us, and I’m so proud of our execution, leading into a strong Q4. We are looking forward to delivering on our guidance, and having a very strong close to the year. We remain laser focused on driving demand and improving advertiser success.  We are confident in our strategy of building the largest scale performance advertising company in the open web outside of the walled gardens, and look forward to sharing more about our long-term strategy at Taboola’s Investor Day early next year.”

1

Third Quarter 2024 Financial Highlights
The following table summarizes our consolidated financial results for the three months ended September 30, 2024 and 2023:
 
(dollars in millions, except per share data)
 
Three months ended
September 30,
 
   
2024
   
2023
 
   
Unaudited
 
Revenues
 
$
433.0
   
$
360.2
 
Gross profit
 
$
132.9
   
$
100.7
 
Net loss
 
$
(6.5
)
 
$
(23.1
)
EPS diluted (1)
 
$
(0.02
)
 
$
(0.07
)
Ratio of net loss to gross profit
   
(4.9
%)
   
(23.0
%)
Cash flow provided by operating activities
 
$
49.8
   
$
32.5
 
Cash, cash equivalents, short-term deposits and investments
 
$
217.2
   
$
250.7
 
                 
Non-GAAP Financial Data *
               
ex-TAC Gross Profit
 
$
166.4
   
$
128.4
 
Adjusted EBITDA
 
$
47.9
   
$
22.8
 
Non-GAAP Net Income
 
$
22.2
   
$
6.7
 
Ratio of Adjusted EBITDA to ex-TAC Gross Profit
   
28.8
%
   
17.8
%
Free Cash Flow
 
$
42.9
   
$
22.8
 

1 The weighted-average shares for the three months ended September 30, 2024 and 2023 were 342,886,216 and 352,591,043 shares, respectively. The weighted-average share count for the three months ended September 30, 2024 and 2023 includes 298,675,810 and 307,392,341 Ordinary shares and 44,210,406 and 45,198,702 Non-voting Ordinary shares, respectively.

2

Third Quarter 2024 Business Highlights
 
Revenue Highlights
 
Revenue growth driven by the addition of new publisher partners and Tier 1 advertisers to the Taboola network.
 
Publisher wins that were new and from competitors included National World and Axiom Media Alliance.
 
Renewed relationships with many well-known publishers and OEM partners including Xiaomi, El Universal, and Network18.
 
Notable product launches and advancements
 
Introduction of Abby, a Generative AI technology that advertisers can use to start and manage campaigns, even without being an expert in advertising.
 
Taboola was chosen as a winner for ‘Best Native Advertising Platform’ with the Digiday Technology Awards.
 
Taboola was re-awarded the Interactive Advertising Bureau (IAB) UK Gold Standard Certification in recognition of its commitment to upholding the latest key advertising industry standards.
 
Fourth Quarter & Full Year 2024 Financial Guidance
For the Fourth Quarter and Full Year 2024, the Company currently expects (dollars in millions):
 
   
Q4 2024
Guidance
   
FY 2024
Guidance
 
   
Unaudited
 
   
(dollars in millions)
 
Revenues
 
$460 - $490
   
$1,735 - $1,765
 
Gross profit
 
$180 - $196
   
$535 - $555
 
ex-TAC Gross Profit*
 
$205 - $221
   
$656 - $679
 
Adjusted EBITDA*
 
$83 - $99
   
$200+

Non-GAAP Net Income (Loss)*
 
$37 - $53
   
$84 - $104
 

Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income (Loss), we are not able to provide guidance for projected net income (loss), the most directly comparable GAAP measure. Certain elements of net income (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on net income (loss) or to reconcile our Adjusted EBITDA and Non-GAAP Net Income (Loss) guidance without unreasonable efforts. Consequently, no disclosure of projected net income (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.

For more commentary on the quarter, please refer to Taboola’s Q3 2024 Shareholder Letter and Investor Presentation, both of which are posted on Taboola’s website today at investors.taboola.com

Webcast Details

Taboola's senior management team will discuss the Company's earnings on a call that will take place on November 7, 2024, at 8:30 AM ET. The call can be accessed via webcast at https://investors.taboola.com. To access the call by phone, please go to this link to register https://register.vevent.com/register/BI066e4776a6904de2b616a491677f1c32 and you will be provided with dial in details. The webcast will be available for replay for one year, through the close of business on November 7, 2025.

3

*About Non-GAAP Financial Information

This press release includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to ex-TAC Gross Profit, Free Cash Flow, Non-GAAP Net Income (Loss), which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenues, gross profit, net income (loss), cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.

The Company believes non-GAAP financial measures provide useful supplemental information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them, which may vary from period to period. Please refer to the appendix at the end of this press release for reconciliations to the most directly comparable measures in accordance with GAAP.

Note Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the “Company”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “guidance”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “target”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.

4

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this press release include, but are not limited to: the Company’s ability to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; changes in applicable laws or regulations; the Company’s estimates of expenses and profitability and underlying assumptions with respect to accounting presentations and purchase price and other adjustments; the extent to which we will buyback any of our Ordinary shares pursuant to authority granted by the Company’s Board of Directors, which may depend upon market and economic conditions, other business opportunities and priorities, satisfying required conditions under the Israeli Companies Law and the Companies Regulations or other factors; the ability to generate or achieve the increase in Adjusted EBITDA and Free Cash Flow in 2024 or our expected revenue now that the Yahoo integration is live, in each case to the levels assumed in this press release or at all; ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to prioritize investments to improve profitability and free cash flow; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; risks related to the fact that we are incorporated in Israel and governed by Israeli law; the potential impacts of the war in Israel to the Company’s operations; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 under Part 1, Item 1A “Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law.

About Taboola

Taboola is a market leading technology powering recommendations for the open web.

The Company’s platform, powered by artificial intelligence, is used by digital properties, including websites, devices and mobile apps, to drive monetization and user engagement. Taboola has long-term partnerships with some of the top digital properties in the world, including CNBC, BBC, NBC News, Business Insider, The Independent and El Mundo.

Approximately 18,000 advertisers use Taboola to reach nearly 600 million daily active users in a brand-safe environment. Following the acquisition of Connexity in 2021, Taboola is a leader in powering e-commerce recommendations, driving more than 1 million monthly transactions. Leading brands, including Walmart, Macy’s, Wayfair, Skechers and eBay are among key customers.

Learn more at www.taboola.com and follow @taboola on X.

Investor Contact:
Press Contact:
   
Jessica Kourakos
Dave Struzzi
   
investors@taboola.com
press@taboola.com

5

CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data

   
September 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
       
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
 
$
217,230
   
$
176,108
 
Short-term investments
   
     
5,725
 
Restricted deposits
   
1,312
     
1,407
 
Trade receivables (net of allowance for credit losses of $7,640 and $10,207 as of September 30, 2024 and December 31, 2023, respectively)
   
297,330
     
306,307
 
Prepaid expenses and other current assets
   
61,995
     
69,865
 
Total current assets
   
577,867
     
559,412
 
NON-CURRENT ASSETS
               
Long-term prepaid expenses
   
24,470
     
39,602
 
Commercial agreement asset
   
288,061
     
289,451
 
Restricted deposits
   
4,078
     
4,247
 
Operating lease right of use assets
   
60,329
     
61,746
 
Property and equipment, net
   
73,696
     
72,155
 
Intangible assets, net
   
78,485
     
125,258
 
Goodwill
   
555,931
     
555,931
 
Total non-current assets
   
1,085,050
     
1,148,390
 
Total assets
 
$
1,662,917
   
$
1,707,802
 

6

CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data

   
September 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
       
LIABILITIES AND SHAREHOLDERS' EQUITY
           
CURRENT LIABILITIES
           
Trade payables
 
$
273,618
   
$
282,012
 
Short-term operating lease liabilities
   
21,873
     
20,264
 
Accrued expenses and other current liabilities
   
146,732
     
118,689
 
Current maturities of long-term loan
   
     
3,000
 
Total current liabilities
   
442,223
     
423,965
 
LONG-TERM LIABILITIES
               
Long-term loan, net of current maturities
   
146,070
     
142,164
 
Long-term operating lease liabilities
   
44,970
     
49,450
 
Warrants liability
   
1,504
     
6,129
 
Deferred tax liabilities, net
   
3,853
     
14,815
 
Other long-term liabilities
   
12,482
     
14,217
 
Total long-term liabilities
   
208,879
     
226,775
 
SHAREHOLDERS' EQUITY
               
Ordinary shares with no par value - Authorized: 700,000,000 as of September 30, 2024 and December 31, 2023; 322,370,752 and 310,911,091 shares issued, and 292,633,697 and 295,670,620 shares outstanding as of September 30, 2024 and December 31, 2023, respectively
   
     
 
Non-voting Ordinary shares with no par value - Authorized: 46,000,000 as of September 30, 2024 and December 31, 2023; 45,198,702 shares issued, and 44,210,406 and 45,198,702 shares outstanding as of September 30, 2024 and December 31, 2023, respectively
   
     
 
Treasury Ordinary shares, at cost - 30,725,351 (29,737,055 Ordinary shares and 988,296 Non-voting Ordinary shares) and 15,240,471 Ordinary shares as of September 30, 2024 and December 31, 2023, respectively
   
(120,030
)
   
(55,513
)
Additional paid-in capital
   
1,319,043
     
1,262,093
 
Accumulated other comprehensive income
   
165
     
942
 
Accumulated deficit
   
(187,363
)
   
(150,460
)
Total shareholders' equity
   
1,011,815
     
1,057,062
 
Total liabilities and shareholders' equity
 
$
1,662,917
   
$
1,707,802
 

7

CONSOLIDATED STATEMENTS OF LOSS
U.S. dollars in thousands, except share and per share data

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Revenues
 
$
433,012
   
$
360,221
   
$
1,275,180
   
$
1,019,911
 
Cost of revenues:
                               
Traffic acquisition cost
   
267,997
     
231,786
     
821,737
     
652,602
 
Other cost of revenues
   
32,138
     
27,776
     
96,835
     
80,001
 
Total cost of revenues
   
300,135
     
259,562
     
918,572
     
732,603
 
Gross profit
   
132,877
     
100,659
     
356,608
     
287,308
 
Operating expenses:
                               
Research and development
   
36,727
     
35,890
     
106,264
     
101,876
 
Sales and marketing
   
67,808
     
59,664
     
200,253
     
181,431
 
General and administrative
   
23,784
     
23,839
     
71,397
     
76,533
 
Total operating expenses
   
128,319
     
119,393
     
377,914
     
359,840
 
Operating income (loss)
   
4,558
     
(18,734
)
   
(21,306
)
   
(72,532
)
Finance expenses, net
   
(1,106
)
   
(4,402
)
   
(3,740
)
   
(11,383
)
Income (loss) before income taxes
   
3,452
     
(23,136
)
   
(25,046
)
   
(83,915
)
Income tax expenses
   
(9,906
)
   
     
(11,857
)
   
(1,848
)
Net loss
 
$
(6,454
)
 
$
(23,136
)
 
$
(36,903
)
 
$
(85,763
)
                                 
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted
 
$
(0.02
)
 
$
(0.07
)
 
$
(0.11
)
 
$
(0.25
)
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted
   
342,886,216
     
352,591,043
     
343,606,187
     
345,631,022
 

8

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
U.S. dollars in thousands

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Net loss
 
$
(6,454
)
 
$
(23,136
)
 
$
(36,903
)
 
$
(85,763
)
Other comprehensive income (loss):
                               
Unrealized and realized gains on available-for-sale marketable securities, net
   
     
46
     
6
     
503
 
Unrealized gains (losses) on derivative instruments, net
   
204
     
570
     
(783
)
   
113
 
Other comprehensive income (loss)
   
204
     
616
     
(777
)
   
616
 
Comprehensive loss
 
$
(6,250
)
 
$
(22,520
)
 
$
(37,680
)
 
$
(85,147
)

9

SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE
U.S. dollars in thousands

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Cost of revenues
 
$
933
   
$
999
   
$
3,040
   
$
3,082
 
Research and development
   
6,785
     
6,256
     
20,015
     
18,281
 
Sales and marketing
   
4,671
     
4,127
     
13,526
     
12,813
 
General and administrative
   
4,797
     
4,869
     
15,311
     
14,692
 
Total share-based compensation expenses
 
$
17,186
   
$
16,251
   
$
51,892
   
$
48,868
 

DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE
U.S. dollars in thousands

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Cost of revenues
 
$
10,580
   
$
11,006
   
$
31,206
   
$
27,764
 
Research and development
   
1,384
     
564
     
3,493
     
1,758
 
Sales and marketing
   
12,669
     
13,531
     
39,597
     
40,566
 
General and administrative
   
160
     
215
     
1,680
     
621
 
Total depreciation and amortization expense
 
$
24,793
   
$
25,316
   
$
75,976
   
$
70,709
 

10

CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Cash flows from operating activities
                       
Net loss
 
$
(6,454
)
 
$
(23,136
)
 
$
(36,903
)
 
$
(85,763
)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
                               
Depreciation and amortization
   
24,793
     
25,316
     
75,976
     
70,709
 
Share-based compensation expenses
   
17,186
     
16,251
     
51,892
     
48,868
 
Commercial agreement asset amortization
   
1,390
     
     
1,390
     
 
Net loss (income) from financing expenses
   
(1,909
)
   
1,033
     
(1,131
)
   
1,269
 
Revaluation of the Warrants liability
   
(738
)
   
241
     
(4,625
)
   
(733
)
Amortization of loan and credit facility issuance costs
   
363
     
329
     
1,092
     
1,220
 
Amortization of premium and accretion of discount on short-term investments, net
   
147
     
(393
)
   
230
     
(923
)
Change in operating assets and liabilities:
                               
Decrease (increase) in trade receivables, net
   
(11,656
)
   
(14,681
)
   
12,977
     
24,590
 
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses
   
8,797
     
(6,088
)
   
23,787
     
2,554
 
Increase (decrease) in trade payables
   
(1,004
)
   
31,952
     
(12,901
)
   
2,222
 
Increase in accrued expenses and other current liabilities and other long-term liabilities
   
21,449
     
3,565
     
23,027
     
5,377
 
Decrease in deferred taxes, net
   
(3,061
)
   
(1,724
)
   
(10,962
)
   
(8,218
)
Change in operating lease right of use assets
   
5,354
     
4,372
     
14,638
     
12,447
 
Change in operating lease liabilities
   
(4,885
)
   
(4,578
)
   
(16,091
)
   
(12,038
)
Net cash provided by operating activities
   
49,772
     
32,459
     
122,396
     
61,581
 
Cash flows from investing activities
                               
Purchase of property and equipment, including capitalized internal-use software
   
(6,908
)
   
(9,661
)
   
(25,130
)
   
(19,839
)
Business acquisition deferred payment
   
     
     
(719
)
   
 
Investments in restricted deposits
   
     
(253
)
   
     
(594
)
Proceeds from maturities of short-term investments
   
     
30,033
     
5,765
     
107,669
 
Purchase of short-term investments
   
     
     
     
(21,991
)
Net cash provided by (used in) investing activities
   
(6,908
)
   
20,119
     
(20,084
)
   
65,245
 
Cash flows from financing activities
                               
Issuance costs
   
     
     
(695
)
   
 
Exercise of options and vested RSUs
   
968
     
2,973
     
5,709
     
5,429
 
Payment of tax withholding for share-based compensation expenses
   
(709
)
   
(1,305
)
   
(2,396
)
   
(3,213
)
Repurchase of Ordinary shares
   
(9,578
)
   
(18,799
)
   
(64,517
)
   
(23,157
)
Payments on account of repurchase of Ordinary shares
   
(422
)
   
     
(422
)
   
 
Repayment of long-term loan
   
     
(750
)
   
     
(32,250
)
Net cash used in financing activities
   
(9,741
)
   
(17,881
)
   
(62,321
)
   
(53,191
)
Exchange rate differences on balances of cash and cash equivalents
   
1,909
     
(1,033
)
   
1,131
     
(1,269
)
Increase in cash and cash equivalents
   
35,032
     
33,664
     
41,122
     
72,366
 
Cash and cash equivalents - at the beginning of the period
   
182,198
     
204,595
     
176,108
     
165,893
 
Cash and cash equivalents - at end of the period
 
$
217,230
   
$
238,259
   
$
217,230
   
$
238,259
 

11

CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Supplemental disclosures of cash flow information:
 
Cash paid during the year for:
                       
Income taxes
 
$
3,796
   
$
3,102
   
$
13,396
   
$
9,935
 
Interest
 
$
3,760
   
$
4,813
   
$
11,054
   
$
14,580
 
Non-cash investing and financing activities:
                               
Purchase of property and equipment, including capitalized internal-use software
 
$
4,508
   
$
5,694
   
$
4,508
   
$
5,694
 
Share-based compensation included in capitalized internal-use software
 
$
1,045
   
$
399
   
$
1,745
   
$
1,731
 
Creation of operating lease right-of-use assets
 
$
9,557
   
$
5,011
   
$
13,221
   
$
10,604
 

12

APPENDIX: Non-GAAP Reconciliation
 
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (UNAUDITED)
 
The following table provides a reconciliation of revenues to ex-TAC Gross Profit.
 
   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Revenues
 
$
433,012
   
$
360,221
   
$
1,275,180
   
$
1,019,911
 
Traffic acquisition cost (1)
   
267,997
     
231,786
     
821,737
     
652,602
 
Other cost of revenues
   
32,138
     
27,776
     
96,835
     
80,001
 
Gross profit
 
$
132,877
   
$
100,659
   
$
356,608
   
$
287,308
 
Add back: Other cost of revenues and amortization (1)
   
33,528
     
27,776
     
98,225
     
80,001
 
ex-TAC Gross Profit
 
$
166,405
   
$
128,435
   
$
454,833
   
$
367,309
 


1 The three and nine months ended September 30, 2024 included $1,390 initial amortization expenses of the non-cash based Commercial agreement asset.
 
13

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.
 
   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Net loss
 
$
(6,454
)
 
$
(23,136
)
 
$
(36,903
)
 
$
(85,763
)
Adjusted to exclude the following:
 
   
   
   
 
Finance expenses, net
   
1,106
     
4,402
     
3,740
     
11,383
 
Income tax expenses
   
9,906
     
     
11,857
     
1,848
 
Depreciation and amortization (1)
   
26,183
     
25,316
     
77,366
     
70,709
 
Share-based compensation expenses
   
15,423
     
13,605
     
44,838
     
41,022
 
Holdback compensation expenses (2)
   
1,763
     
2,646
     
7,054
     
7,846
 
Other costs (3)
   
     
     
695
     
1,571
 
Adjusted EBITDA
 
$
47,927
   
$
22,833
   
$
108,647
   
$
48,616
 


1 The three and nine months ended September 30, 2024 included $1,390 initial amortization expenses of the non-cash based Commercial agreement asset.
2 Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
3 The nine months ended September 30, 2024 and September 30, 2023 included one-time professional service costs and one-time costs related to the Commercial agreement, respectively.

14

The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (loss).

   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Net loss
 
$
(6,454
)
 
$
(23,136
)
 
$
(36,903
)
 
$
(85,763
)
Amortization (1)
   
16,474
     
15,980
     
48,163
     
47,911
 
Share-based compensation expenses
   
15,423
     
13,605
     
44,838
     
41,022
 
Holdback compensation expenses (2)
   
1,763
     
2,646
     
7,054
     
7,846
 
Other costs (3)
   
     
     
695
     
1,571
 
Revaluation of Warrants
   
(737
)
   
241
     
(4,624
)
   
(733
)
Foreign currency exchange rate losses (gains) (4)
   
(738
)
   
859
     
650
     
625
 
Income tax effects
   
(3,520
)
   
(3,491
)
   
(10,820
)
   
(11,282
)
Non-GAAP Net Income
 
$
22,211
   
$
6,704
   
$
49,053
   
$
1,197
 


1 The three and nine months ended September 30, 2024 included $1,390 initial amortization expenses of the non-cash based Commercial agreement asset.
2 Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
3 The nine months ended September 30, 2024 and September 30, 2023 included one-time professional service costs and one-time costs related to the Commercial agreement, respectively.
4 Represents foreign currency exchange rate gains or losses related to the remeasurement of monetary assets and liabilities to the Company’s functional currency using exchange rates in effect at the end of the reporting period.

15

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.
 
   
Three months ended
September 30,
   
Nine months ended
September 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Net cash provided by operating activities
 
$
49,772
   
$
32,459
   
$
122,396
   
$
61,581
 
Purchases of property and equipment, including capitalized internal-use software
   
(6,908
)
   
(9,661
)
   
(25,130
)
   
(19,839
)
Free Cash Flow
 
$
42,864
   
$
22,798
   
$
97,266
   
$
41,742
 

16

APPENDIX: Non-GAAP Guidance Reconciliation
 
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q4 2024 AND FULL YEAR 2024 GUIDANCE
 
(Unaudited)
 
The following table provides a reconciliation of projected Gross profit to ex-TAC Gross Profit.
 
   
Q4 2024
Guidance
   
FY 2024
Guidance
 
   
Unaudited
 
   
(dollars in
millions)
       
Revenues
 
$460 - $490
   
$1,735 - $1,765

Traffic acquisition cost
 
($255) - ($269)

 
($1,079) - ($1,086)

Other cost of revenues
 
($25) - ($25)

 
($121) - ($124)

Gross profit
 
$180 - $196
   
$535 - $555

Add back: Other cost of revenues
 
($25) - ($25)

 
($121) - ($124)

ex-TAC Gross Profit
 
$205 - $221
   
$656 - $679

 
Although we provide a projection for Free Cash Flow, we are not able to provide a projection for net cash provided by operating activities, the most directly comparable GAAP measure. Certain elements of net cash provided by operating activities, including taxes and timing of collections and payments, are not predictable therefore projecting an accurate forecast is difficult. As a result, it is impractical for us to provide projections on net cash provided by operating activities or to reconcile our Free Cash Flow projections without unreasonable efforts. Consequently, no disclosure of projected net cash provided by operating activities is included. For the same reasons, we are unable to address the probable significance of the unavailable information.
 
17