|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification Number)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
|
|
Item 2.02. |
Results of Operations and Financial Condition.
|
Item 7.01. |
Regulation FD Disclosure.
|
Item 9.01. |
Financial Statement and Exhibits.
|
(d)
|
Exhibits
|
Exhibit No.
|
Description
|
||
Press Release dated May 10, 2023
|
|||
Letter to Shareholders dated May 10, 2023
|
|||
Investor Presentation dated May 10, 2023
|
|||
Prepared Remarks dated May 10, 2023
|
|||
104
|
Cover page of this Current Report on Form 8-K formatted in Inline XBRL
|
TABOOLA.COM LTD.
|
|||
By:
|
/s/ Stephen Walker
|
||
Name:
|
Stephen Walker
|
||
Title:
|
Chief Financial Officer
|
||
Date: May 10, 2023
|
- |
Q1 2023 Revenues of $327.7M, Gross Profit of $89.6M, ex-TAC Gross Profit of $115.7M, Net loss of $31.3M and Adjusted EBITDA of $10.1M, exceeding the high end of all guidance
metrics.
|
- |
Net cash provided by operating activities of $17.5M and Free Cash Flow in Q1 2023 of $11.2M after net publisher prepayments of ($3.9M)** and $5.1M in cash interest payments.
|
- |
Announcing share buyback program of up to $40M in 2023. Repaid $30M of long-term debt in April (totaling $91M since Q4 2022)
and expect to continue to repay debt up to an additional $50M this year.
|
- |
Updated 2023 guidance raises the mid-point: Revenues of $1,427M - $1,469M, Gross Profit of $418M - $436M, ex-TAC Gross Profit of $529M - $546M, Adjusted EBITDA of $65M - $80M.
Positive Free Cash Flow.
|
- |
2024 guidance assumes investments will begin to pay off: at least $200M Adjusted EBITDA, at least $100M Free Cash Flow.
|
(dollars in millions, except per share data)
|
Three months ended
March 31,
|
|||||||||||||||
2023
|
2022
|
% change
|
||||||||||||||
Unaudited
|
YoY
|
Guidance
|
||||||||||||||
Revenues
|
$
|
327.7
|
$
|
354.7
|
(7.6
|
%)
|
$
|
299 - $325
|
||||||||
Gross profit
|
$
|
89.6
|
$
|
112.0
|
(20.0
|
%)
|
$
|
76 - $88
|
||||||||
Net income (loss)
|
$
|
(31.3
|
)
|
$
|
3.9
|
NM
|
||||||||||
EPS diluted (1)
|
$
|
(0.09
|
)
|
$
|
0.01
|
NM
|
||||||||||
Ratio of net income (loss) to gross profit
|
(35.0
|
%)
|
3.5
|
%
|
—
|
|||||||||||
Cash flow provided by operating activities
|
$
|
17.5
|
$
|
8.1
|
115.7
|
%
|
||||||||||
Cash, cash equivalents, short-term deposits and investments
|
$
|
274.4
|
$
|
318.0
|
(13.7
|
%)
|
||||||||||
Non-GAAP Financial Data*
|
||||||||||||||||
ex-TAC Gross Profit
|
$
|
115.7
|
$
|
138.2
|
(16.3
|
%)
|
$
|
103 - $115
|
||||||||
Adjusted EBITDA
|
$
|
10.1
|
$
|
34.9
|
(71.0
|
%)
|
|
($6) - $6
|
||||||||
Non-GAAP Net Income (Loss) (2)
|
$
|
(4.1
|
)
|
$
|
22.1
|
(118.6
|
%)
|
|
($23) - ($11
|
)
|
||||||
Ratio of Adjusted EBITDA to ex-TAC Gross Profit
|
8.7
|
%
|
25.2
|
%
|
—
|
|||||||||||
Free Cash Flow
|
$
|
11.2
|
$
|
1.2
|
815.2
|
%
|
○ |
Revenue from new publisher partners continues to be an area of strength - Publisher wins from competitors included L’Express, Condé Nast, Kicker, Funke, and DuMont.
|
○ |
Renewed relationships with many well-known publishers including Sinclair, Advance Local, O Dia, Slate France, and Seven West Media.
|
○ |
Received approval from Israeli regulators to finalize the Yahoo deal; transitioned into the next phase of integration, the build and test phase.
|
○ |
Launched TIME and Advance Local on Taboola Turnkey Commerce, publishing over 100 finance articles on TIME with subsequent launch of the TIME eCommerce section in May.
|
○ |
Further deployed AI to enhance our Life Time Value (LTV) vision, a holistic approach that enhances publisher revenue and empowers diversification of channels (eCommerce, subscription, native,
bidding and video).
|
○ |
Continued to see eCommerce strength in the bottom of funnel channel from key partners such as Walmart, Wayfair, and Macy’s.
|
○ |
Rolled out Generative AI in beta form on Taboola Ads which suggests data-driven titles and thumbnails to creatives, accelerating the speed and efficiency of launching campaigns.
|
Q2 2023
Guidance
|
FY 2023
Guidance
|
|||||
Unaudited
|
||||||
(dollars in millions)
|
||||||
Revenues
|
$296 - $322
|
$1,427 - $1,469
|
||||
Gross profit
|
$78 - $88
|
$418 - $436
|
||||
ex-TAC Gross Profit*
|
$105 - $115
|
$529 - $546
|
||||
Adjusted EBITDA*
|
($4) - $6
|
$65 - $80
|
||||
Non-GAAP Net Income (Loss)*
|
($26) - ($16)
|
($5) - $10
|
Investor Contact:
|
Press Contact:
|
Rick Hoss
|
Dave Struzzi
|
investors@taboola.com
|
press@taboola.com
|
CONSOLIDATED BALANCE SHEETS |
U.S. dollars in thousands, except share and per share data
|
March 31,
|
December 31,
|
|||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
218,849
|
$
|
165,893
|
||||
Short-term investments
|
55,582
|
96,914
|
||||||
Restricted deposits
|
1,091
|
750
|
||||||
Trade receivables (net of allowance for credit losses of $9,242 and $6,748 as of March 31, 2023 and December 31, 2022, respectively)
|
212,346
|
256,708
|
||||||
Prepaid expenses and other current assets
|
73,531
|
73,643
|
||||||
Total current assets
|
561,399
|
593,908
|
||||||
NON-CURRENT ASSETS
|
||||||||
Long-term prepaid expenses
|
41,262
|
42,945
|
||||||
Commercial agreement asset
|
289,451
|
—
|
||||||
Restricted deposits
|
3,998
|
4,059
|
||||||
Deferred tax assets, net
|
3,218
|
3,821
|
||||||
Operating lease right of use assets
|
67,740
|
66,846
|
||||||
Property and equipment, net
|
71,731
|
73,019
|
||||||
Intangible assets, net
|
173,177
|
189,156
|
||||||
Goodwill
|
555,931
|
555,869
|
||||||
Total non-current assets
|
1,206,508
|
935,715
|
||||||
Total assets
|
$
|
1,767,907
|
$
|
1,529,623
|
CONSOLIDATED BALANCE SHEETS |
U.S. dollars in thousands, except share and per share data
|
March 31,
|
December 31,
|
|||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Trade payables
|
$
|
223,040
|
$
|
247,504
|
||||
Short-term operating lease liabilities
|
15,663
|
14,753
|
||||||
Accrued expenses and other current liabilities
|
95,182
|
102,965
|
||||||
Current maturities of long-term loan
|
33,000
|
3,000
|
||||||
Total current liabilities
|
366,885
|
368,222
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Long-term loan, net of current maturities
|
192,737
|
223,049
|
||||||
Long-term operating lease liabilities
|
58,223
|
57,928
|
||||||
Warrants liability
|
5,080
|
6,756
|
||||||
Deferred tax liabilities, net
|
31,319
|
34,133
|
||||||
Other long-term liabilities
|
5,000
|
5,000
|
||||||
Total long-term liabilities
|
292,359
|
326,866
|
||||||
SHAREHOLDERS' EQUITY
|
||||||||
Ordinary shares with no par value- Authorized: 700,000,000 as of March 31, 2023 and December 31, 2022; 297,822,375 and 254,133,863 shares
issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.
|
—
|
—
|
||||||
Non-voting Ordinary shares with no par value- Authorized: 46,000,000 as of March 31, 2023 and December 31, 2022; 45,198,702 and 0 shares
issued and outstanding as of March 31, 2023 and December 31, 2022, respectively.
|
—
|
—
|
||||||
Additional paid-in capital
|
1,209,559
|
903,789
|
||||||
Accumulated other comprehensive loss
|
(1,163
|
)
|
(834
|
)
|
||||
Accumulated deficit
|
(99,733
|
)
|
(68,420
|
)
|
||||
Total shareholders' equity
|
1,108,663
|
834,535
|
||||||
Total liabilities and shareholders' equity
|
$
|
1,767,907
|
$
|
1,529,623
|
CONSOLIDATED STATEMENTS OF INCOME (LOSS) |
U.S. dollars in thousands, except share and per share data
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
Revenues
|
$
|
327,686
|
$
|
354,726
|
||||
Cost of revenues:
|
||||||||
Traffic acquisition cost
|
211,946
|
216,498
|
||||||
Other cost of revenues
|
26,148
|
26,198
|
||||||
Total cost of revenues
|
238,094
|
242,696
|
||||||
Gross profit
|
89,592
|
112,030
|
||||||
Operating expenses:
|
||||||||
Research and development
|
31,985
|
30,412
|
||||||
Sales and marketing
|
60,569
|
61,368
|
||||||
General and administrative
|
25,836
|
27,949
|
||||||
Total operating expenses
|
118,390
|
119,729
|
||||||
Operating loss
|
(28,798
|
)
|
(7,699
|
)
|
||||
Finance income (expenses), net
|
(3,154
|
)
|
11,195
|
|||||
Income (loss) before income taxes
|
(31,952
|
)
|
3,496
|
|||||
Income tax benefit
|
639
|
392
|
||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic
|
$
|
(0.09
|
)
|
$
|
0.02
|
|||
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic
|
333,424,276
|
247,378,428
|
||||||
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted
|
$
|
(0.09
|
)
|
$
|
0.01
|
|||
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted
|
333,424,276
|
260,036,934
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Other comprehensive income (loss):
|
||||||||
Unrealized gains (losses) on available-for-sale marketable securities
|
327
|
—
|
||||||
Unrealized gains (losses) on derivative instruments, net
|
(656
|
)
|
(230
|
)
|
||||
Other comprehensive income (loss)
|
(329
|
)
|
(230
|
)
|
||||
Comprehensive income (loss)
|
$
|
(31,642
|
)
|
$
|
3,658
|
SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE
|
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
Cost of revenues
|
$
|
1,044
|
$
|
703
|
||||
Research and development
|
5,844
|
6,102
|
||||||
Sales and marketing
|
4,285
|
5,300
|
||||||
General and administrative
|
4,909
|
7,724
|
||||||
Total share-based compensation expenses
|
$
|
16,082
|
$
|
19,829
|
DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE |
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
Cost of revenues
|
$
|
8,298
|
$
|
8,101
|
||||
Research and development
|
605
|
645
|
||||||
Sales and marketing
|
13,526
|
13,503
|
||||||
General and administrative
|
172
|
427
|
||||||
Total depreciation and amortization expense
|
$
|
22,601
|
$
|
22,676
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
Cash flows from operating activities
|
||||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
|
||||||||
Depreciation and amortization
|
22,601
|
22,676
|
||||||
Share-based compensation expenses
|
16,082
|
19,829
|
||||||
Net loss (gain) from financing expenses
|
(328
|
)
|
671
|
|||||
Revaluation of the Warrants liability
|
(1,676
|
)
|
(14,042
|
)
|
||||
Amortization of loan and credit facility issuance costs
|
500
|
358
|
||||||
Amortization of premium and accretion of discount on short-term investments, net
|
(281
|
)
|
—
|
|||||
Change in operating assets and liabilities:
|
||||||||
Decrease in trade receivables, net
|
44,362
|
45,935
|
||||||
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses
|
721
|
(3,317
|
)
|
|||||
Decrease in trade payables
|
(22,807
|
)
|
(45,864
|
)
|
||||
Decrease in accrued expenses and other current liabilities and other long-term liabilities
|
(13,439
|
)
|
(16,544
|
)
|
||||
Increase (decrease) in deferred taxes, net
|
2,790
|
(4,086
|
)
|
|||||
Change in operating lease right of use assets
|
4,151
|
2,895
|
||||||
Change in operating lease liabilities
|
(3,839
|
)
|
(4,276
|
)
|
||||
Net cash provided by operating activities
|
17,524
|
8,123
|
||||||
Cash flows from investing activities
|
||||||||
Purchase of property and equipment, including capitalized internal-use software
|
(6,350
|
)
|
(6,902
|
)
|
||||
Cash paid in connection with acquisitions, net of cash acquired
|
—
|
(620
|
)
|
|||||
Investments in restricted deposits
|
(280
|
)
|
—
|
|||||
Investment in short-term deposits
|
—
|
(40,026
|
)
|
|||||
Proceeds from sales and maturities of short-term investments
|
41,940
|
—
|
||||||
Payments of cash in escrow for acquisition of a subsidiary
|
—
|
(2,100
|
)
|
|||||
Net cash provided by (used in) investing activities
|
35,310
|
(49,648
|
)
|
|||||
Cash flows from financing activities
|
||||||||
Exercise of options and vested RSUs
|
1,335
|
3,399
|
||||||
Payment of tax withholding for share-based compensation expenses
|
(791
|
)
|
(1,845
|
)
|
||||
Repayment of long-term loan
|
(750
|
)
|
(750
|
)
|
||||
Net cash provided by (used in) financing activities
|
(206
|
)
|
804
|
|||||
Exchange rate differences on balances of cash and cash equivalents
|
328
|
(671
|
)
|
|||||
Increase (decrease) in cash and cash equivalents
|
52,956
|
(41,392
|
)
|
|||||
Cash and cash equivalents - at the beginning of the period
|
165,893
|
319,319
|
||||||
Cash and cash equivalents - at end of the period
|
$
|
218,849
|
$
|
277,927
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Unaudited
|
||||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the year for:
|
||||||||
Income taxes
|
$
|
4,258
|
$
|
2,418
|
||||
Interest
|
$
|
5,067
|
$
|
3,570
|
||||
Non-cash investing and financing activities:
|
||||||||
Purchase of property and equipment, including capitalized internal-use software
|
$
|
36
|
$
|
1,809
|
||||
Share-based compensation included in capitalized internal-use software
|
$
|
652
|
$
|
517
|
||||
Creation of operating lease right-of-use assets
|
$
|
5,045
|
$
|
—
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Revenues
|
$
|
327,686
|
$
|
354,726
|
||||
Traffic acquisition cost
|
211,946
|
216,498
|
||||||
Other cost of revenues
|
26,148
|
26,198
|
||||||
Gross profit
|
$
|
89,592
|
$
|
112,030
|
||||
Add back: Other cost of revenues
|
26,148
|
26,198
|
||||||
ex-TAC Gross Profit
|
$
|
115,740
|
$
|
138,228
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Adjusted to exclude the following:
|
|
|
||||||
Finance (income) expenses, net
|
3,154
|
(11,195
|
)
|
|||||
Income tax benefit
|
(639
|
)
|
(392
|
)
|
||||
Depreciation and amortization
|
22,601
|
22,676
|
||||||
Share-based compensation expenses
|
13,527
|
17,039
|
||||||
Holdback compensation expenses (1)
|
2,555
|
2,790
|
||||||
M&A and other costs (2)
|
237
|
50
|
||||||
Adjusted EBITDA
|
$
|
10,122
|
$
|
34,856
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Gross profit
|
$
|
89,592
|
$
|
112,030
|
||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Ratio of net income (loss) to gross profit
|
(35.0
|
%)
|
3.5
|
%
|
||||
ex-TAC Gross Profit
|
$
|
115,740
|
$
|
138,228
|
||||
Adjusted EBITDA
|
$
|
10,122
|
$
|
34,856
|
||||
Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit
|
8.7
|
%
|
25.2
|
%
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Amortization of acquired intangibles
|
15,969
|
15,780
|
||||||
Share-based compensation expenses
|
13,527
|
17,039
|
||||||
Holdback compensation expenses (1)
|
2,555
|
2,790
|
||||||
M&A and other costs (2)
|
237
|
50
|
||||||
Revaluation of Warrants
|
(1,676
|
)
|
(14,042
|
)
|
||||
Foreign currency exchange rate losses (3)
|
429
|
216
|
||||||
Income tax effects
|
(3,829
|
)
|
(3,626
|
)
|
||||
Non-GAAP Net Income (Loss)
|
$
|
(4,101
|
)
|
$
|
22,095
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
17,524
|
$
|
8,123
|
||||
Purchases of property and equipment, including capitalized internal-use software
|
(6,350
|
)
|
(6,902
|
)
|
||||
Free Cash Flow
|
$
|
11,174
|
$
|
1,221
|
Q2 2023
Guidance
|
FY 2023
Guidance
|
|||||
Unaudited
|
||||||
(dollars in millions)
|
||||||
Revenues
|
$296 - $322
|
$1,427 - $1,469
|
||||
Traffic acquisition cost
|
($191) - ($207)
|
($898) - ($923)
|
||||
Other cost of revenues
|
($27) - ($27) |
($110) - ($111)
|
||||
Gross profit
|
$78 - $88
|
$418 - $436
|
||||
Add back: Other cost of revenues
|
$27 - $27
|
$110 - $111
|
||||
ex-TAC Gross Profit
|
$105 - $115
|
$529 - $546
|
I believe in making things personal. We encourage everyone at Taboola to get closer to our clients and to each other, we call it “Zero | |
distance”. In that spirit, once a year, I fly to Israel and spend an entire month with our engineering and product management teams. I get direct access to our teams, joining tech working sessions every day, and they get my global view of the business. It was incredible. The culture, the energy, the hard work and focus on our top four priorities was never so high. We are in a rare position as a company in which the future is in our hands. We don’t need to enter new markets and don’t need to change course. We just need to execute, and we have the best talented people in the world to do that. |
|
One of the things that came up again and again in that visit is how our engineering teams and product managers are no longer thinking about development just in terms of how good the code is, or how feature rich the product is, but mainly in terms of clients’ adoption and impact. We have over 700 people in Israel, and they are obsessed about understanding how the products they build are helping our partners and clients. |
Taboola Core Business
As a reminder, our core business, which we’ve been operating for more than a decade, consists of publishers working with us globally, exclusively, and for
3-10 years as their native advertising partner, using our Life Time Value (LTV) platform to help them reach their broad objectives. We generate revenues from advertisers working with us to drive sales by appearing on our publishers'
sites. You’ve seen us before. If you’ve ever visited
|
|
The market is massive, millions of advertisers buying on Google and Meta, and hundreds of thousands buying on companies like Snap. Taboola has thousands of advertisers, so we know we can provide value at scale, and we know that we have
a lot of room to grow. Our main focus is on improving AI and workflows to make it easier for advertisers to work and succeed with us. I always tell my team — it should be as easy to work with us and find success as it is with Meta, or
Google.
When advertisers succeed with us, our yield on publishers gets higher, which not only improves
our financial metrics, but also bolsters our moat as we become even more competitive, and thus able to provide our advertisers with high quality supply. Advertisers success → higher yield → more
publishers wins → more data/users-clicks/conversions for advertisers (and again, and again).
About 2 quarters ago, we grew our engineering resources working on performance advertising from 50 to 200 given the upside we think there is here for us.
|
Today, we generate hundreds of millions of dollars from bidding, which includes our business with Microsoft, as well as our new header bidding offering. But it’s still very much a startup within Taboola and we think we can grow it
meaningfully. The reason to get excited here is mainly because as the world moves to a much more “privacy-driven environment” with no cookies and IDFA, we have a huge advantage being hard coded on the page. This means much more user
knowledge than tag based competitors that aren't hard coded. The code on page in our whole network plus the 30 years deal with Yahoo
|
There are 3 pillars to eCommerce - content creation, driving traffic to it, and monetization. Over the last 6 | |
months, we’ve launched “eCommerce in a box” with the launch of Taboola Turnkey Commerce. Every publisher that wants to get into eCommerce, but has little or no content attractive to retailers, can now do it with Taboola. Taboola does
all of the work for the publishers, from using our data to know which content makes sense for us to write on behalf of the publisher, to driving traffic to it, and of course monetizing it with relationships with merchants and service
providers.
Last quarter we announced our first two publisher partners for this initiative: TIME and Advance Local. While early, both launches are off to a good start. Traffic to the Taboola Turnkey Commerce sections of both sites is already
|
● |
Phase 0: Close and plan - get necessary approvals to
close the transaction and create an integration plan.
|
● |
Phase 1: Build and test - develop the technical
infrastructure to allow Gemini ad spend through Taboola’s platform and test on single-digit percentages of demand.
|
● |
Phase 2: Ramp and transition - gradually transition ad
spend and supply from Gemini to Taboola- expected to begin second half of 2023 and finish by mid-2024.
|
● |
Phase 3: Optimize and grow - pursue ongoing
optimizations and growth opportunities.
|
|
(dollars in millions)
|
Q1 2023
Actuals
|
Q1 2023 Guidance
|
||||||
Revenues
|
|
$327.7
|
|
$299 - $325
|
||||
Gross profit
|
|
$89.6
|
|
$76 - $88
|
||||
ex-TAC Gross Profit*
|
|
$115.7
|
|
$103 - $115
|
||||
Adjusted EBITDA*
|
|
$10.1
|
|
($6) - $6
|
|
|||
Non-GAAP Net Income (Loss)*
|
|
($4.1)
|
|
|
($23) - ($11)
|
|
Q2 2023
Guidance
|
FY 2023
Guidance
|
||||||
Unaudited
|
|||||||
(dollars in millions)
|
|||||||
Revenues
|
|
$296 - $322
|
$1,427 - $1,469
|
||||
Gross profit
|
|
$78 - $88
|
$418 - $436
|
||||
ex-TAC Gross Profit*
|
|
$105 - $115
|
$529 - $546
|
||||
Adjusted EBITDA*
|
|
($4) - $6
|
|
$65 - $80
|
|||
Non-GAAP Net Income (Loss)*
|
|
($26) - ($16)
|
|
($5) - $10
|
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Revenues
|
$
|
327,686
|
$
|
354,726
|
||||
Traffic acquisition cost
|
211,946
|
216,498
|
||||||
Other cost of revenues
|
26,148
|
26,198
|
||||||
Gross profit
|
$
|
89,592
|
$
|
112,030
|
||||
Add back: Other cost of revenues
|
26,148
|
26,198
|
||||||
ex-TAC Gross Profit
|
$
|
115,740
|
$
|
138,228
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Adjusted to exclude the following:
|
|
|
||||||
Finance (income) expenses, net
|
3,154
|
(11,195
|
)
|
|||||
Income tax benefit
|
(639
|
)
|
(392
|
)
|
||||
Depreciation and amortization
|
22,601
|
22,676
|
||||||
Share-based compensation expenses
|
13,527
|
17,039
|
||||||
Holdback compensation expenses (1)
|
2,555
|
2,790
|
||||||
M&A and other costs (2)
|
237
|
50
|
||||||
Adjusted EBITDA
|
$
|
10,122
|
$
|
34,856
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Gross profit
|
$
|
89,592
|
$
|
112,030
|
||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Ratio of net income (loss) to gross profit
|
(35.0
|
%)
|
3.5
|
%
|
||||
ex-TAC Gross Profit
|
$
|
115,740
|
$
|
138,228
|
||||
Adjusted EBITDA
|
$
|
10,122
|
$
|
34,856
|
||||
Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit
|
8.7
|
%
|
25.2
|
%
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Net income (loss)
|
$
|
(31,313
|
)
|
$
|
3,888
|
|||
Amortization of acquired intangibles
|
15,969
|
15,780
|
||||||
Share-based compensation expenses
|
13,527
|
17,039
|
||||||
Holdback compensation expenses (1)
|
2,555
|
2,790
|
||||||
M&A and other costs (2)
|
237
|
50
|
||||||
Revaluation of Warrants
|
(1,676
|
)
|
(14,042
|
)
|
||||
Foreign currency exchange rate losses (3)
|
429
|
216
|
||||||
Income tax effects
|
(3,829
|
)
|
(3,626
|
)
|
||||
Non-GAAP Net Income (Loss)
|
$
|
(4,101
|
)
|
$
|
22,095
|
Three months ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
(dollars in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
17,524
|
$
|
8,123
|
||||
Purchases of property and equipment, including capitalized internal-use software
|
(6,350
|
)
|
(6,902
|
)
|
||||
Free Cash Flow
|
$
|
11,174
|
$
|
1,221
|
Q2 2023
Guidance
|
FY 2023
Guidance
|
|||||
Unaudited
|
||||||
(dollars in millions)
|
||||||
Revenues
|
$296 - $322
|
$1,427 - $1,469
|
||||
Traffic acquisition cost
|
($191) - ($207)
|
($898) - ($923)
|
|
|||
Other cost of revenues
|
($27) - ($27)
|
|
($110) - ($111)
|
|
||
Gross profit
|
$78 - $88
|
$418 - $436
|
||||
Add back: Other cost of revenues
|
$27 - $27
|
|
$110 - $111
|
|
||
ex-TAC Gross Profit
|
$105 - $115
|
$529 - $546
|
● |
Revenue baseline is equal to the expected FY 2022 financials for TBLA at guidance midpoint (66% of combined Revenues) + FY 2022 expected financials for Yahoo Native supply* that will be serviced by
TBLA (34% of combined Revenues)
|
● |
Revenue uplift on Yahoo supply from improved yield due to the application of Taboola technology and data
|
● |
Revenue uplift on stand-alone Taboola supply from improved yield due to advertiser demand from Yahoo and additional data
|
● |
Operating expenses based on bottom up model of resources needed to support deal
|
● |
Assumes no ramp up time - numbers assume Yahoo is part of Taboola network from the beginning of 2022 and assumes uplifts and operating expenses start from the beginning of the year
|