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):
Februray 28, 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 February 28, 2024, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing its financial results for the fourth quarter and full year 2023. That press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01.
Regulation FD Disclosure.

On February 28, 2024, the Company made available a shareholder letter and investor presentation which provide highlights of the Company’s fourth quarter and full year 2023 financial results and related information, which is being made available in connection with the February 28, 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 February 28, 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: February 28, 2024







Exhibit 99.1

Taboola Reports Strong Q4 Net Income and Adj. EBITDA;
Profits Beat High End of Guidance for Q4 and FY 2023; 2024 Guidance Calls for Record Year With Substantial Growth Across All Key Metrics

Key Highlights

2023 Financials - strong exiting momentum sets Taboola up for great 2024

 
-
Q4 2023 Revenue +13%, Gross profit +4%, and ex-TAC Gross Profit +6% inline with guidance midpoint (including small impact from changes to Microsoft’s ad platform)
 
-
Q4 2023 strong Net income, and Adj. EBITDA beat above high end of guidance range
 
2024 Financials - step function top line growth and massive Adj. EBITDA/margin growth

 
-
2024 step function growth / record year: ~$2B in Revenue (+33% YoY), ~$545M Gross profit (+28% YoY), ~$670M ex-TAC Gross Profit (+25% YoY), $200M+ Adj. EBITDA (2x+ YoY), $100M+ Free Cash Flow (~2x YoY) at guidance midpoints
 
-
Reiterating 2024 Adj. EBITDA $200M+ (30% margin) and $100M+ Free Cash Flow
 
Announcing new $100M buyback authorization (represents ~6% of current market cap)
 
Engaging/reaching users - Yahoo crossing $100M+ in Q1; Taboola recently selected by iconic consumer brand to be official advertising partner

 
-
Yahoo progressing well, crossing $100M in Q1, strong brand/OMNI advertising revenue
 
-
Significant opportunity for Taboola’s “Advertising in a Box”, becoming 3rd party platforms’ advertising software/engine. Powering ads for Yahoo & now for another iconic consumer co.
 
-
Taboola News continues strong momentum, finishing with $100M+ in revenue in 2023
 
Improving yield - fast adoption of AI (Maximize Conversion), back to yield growth in 2024

 
-
Returning to positive yield growth beginning in Q2 2024. Investments in AI panning out
 
-
Performance advertising benefiting from Maximize Conversion adoption at 50%+ of revenue
 
-
eCommerce grew double digits in 2023 and positioned well for success
 
-
Deep learning-AI/data actions set to drive yield in 2024 and beyond…

New York, NY, February 28, 2024 -- Taboola (Nasdaq: TBLA), a market leading technology company powering recommendations for the open web, today announced its results for the quarter ended December 31, 2023.

“We had a strong end to 2023, with Q4 2023 revenue up 13%, ex-TAC Gross Profit up 6% versus the prior year, and Adjusted EBITDA of $50.1M significantly exceeding the top end of our guidance range. 2024 is a step function growth year for us: ex-TAC is expected to grow 25% vs 2023, Adj. EBITDA of $200M+ is over 2x 2023, Free Cash Flow of $100M+ is almost 2x 2023 - all driven by Yahoo ramping with $100M+ in Q1 2024, our investment in AI panning out with yields growing in 2024, another iconic consumer company selecting Taboola as a new official advertising partner, and our growth engines (eCommerce, Taboola News and Bidder) all having a lot of momentum. More than anything, I’m super proud of our Taboolars’ dedication and ability to stay high performing through the most difficult of circumstances.  We have ended 2023 with the wind at our backs and 2024 is shaping up to be a record year for Taboola,” said Adam Singolda, CEO of Taboola.

1

Q4 2023 Highlights

Q4 2023 Revenues of $419.8M, Gross profit of $138.3M, ex-TAC Gross Profit of $168.5M, Net income of $3.7M, Non-GAAP Net Income of $31.4M and Adjusted EBITDA of $50.1M (beat high end of guidance range of $26M - $33M).
 

Revenue Highlights

Revenue growth driven by new publisher partners added to the Taboola network.

Publisher wins that were new and from competitors included A360 Media, Postmedia, Diario, Deutsche Welle, Times Internet, Nine Entertainment and Bunshun Online.

Renewed relationships with many well-known publishers including NBC News, McClatchy, Editora Globo, R7, Prisa, Alayans Media, and Ynet.


Notable product launches and advancements

Maximize Conversions, our first offering in our AI-bidding technology suite, reached over 50 percent of advertiser spend with great brands using it including Hyundai, ERGO, Leica Camera, Sonova, Peugeot, and Opel.

Taboola Generative AI Admaker released, which allows advertisers to edit existing creative automatically - 25% of new creatives generated use Generative AI tools.

FY 2023 Highlights

2023 Revenues of $1,439.7M, Gross profit of $425.6M, ex-TAC Gross Profit of $535.8M, Net loss of $82.0M, Non-GAAP Net Income of $32.6M and Adjusted EBITDA of $98.7M.
 

FY 2023 Net cash provided by operating activities of $84.4M and Free Cash Flow of $52.2M.
 

FY 2023 eCommerce grew double-digits and exceeded expectations, accounting for ~20% of ex-TAC in 2023.
 

FY 2023 Taboola News, distributing content to Android OEMs exceeded 2023 expectations,  and grew revenue to over $100M in 2023. Together with Header Bidding (excluding Microsoft), accounted for ~10% of ex-TAC.
 
FY 2024 Guidance Summary

Initiating 2024 top line guidance that expects significant growth versus prior year; revenue and ex-TAC Gross profit midpoints expected to grow ~33% and ~25%, respectively.
 

Reiterating 2024 Adjusted EBITDA $200M+; Free Cash Flow $100M+.
 
For more commentary on the quarter, please refer to Taboola’s Q4 and Full Year 2023 Shareholder Letter and Investor Presentation, both of which are posted on Taboola’s website today at https://investors.taboola.com.

2

Fourth Quarter and Full Year 2023 Results Summary

(dollars in millions, except share and per share data)
 
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
Unaudited
       
Revenues
 
$
419.8
   
$
371.3
   
$
1,439.7
   
$
1,401.2
 
Gross profit
 
$
138.3
   
$
133.2
   
$
425.6
   
$
464.3
 
Net income (loss)
 
$
3.7
   
$
15.2
   
$
(82.0
)
 
$
(12.0
)
EPS diluted (1)
 
$
0.01
   
$
0.06
   
$
(0.24
)
 
$
(0.05
)
Ratio of net income (loss) to gross profit
   
2.7
%
   
11.4
%
   
(19.3
%)
   
(2.6
%)
Cash flow provided by operating activities
 
$
22.8
   
$
20.1
   
$
84.4
   
$
53.5
 
Cash, cash equivalents, short-term deposits and investments
 
$
181.8
   
$
262.8
   
$
181.8
   
$
262.8
 
Weighted-average shares used in computing net income (loss) per share, diluted (1)
   
357,796,637
     
263,160,470
     
346,376,114
     
254,284,781
 

Non-GAAP Financial Data *
                               
ex-TAC Gross Profit
 
$
168.5
   
$
158.9
   
$
535.8
   
$
569.6
 
Adjusted EBITDA
 
$
50.1
   
$
63.5
   
$
98.7
   
$
156.7
 
Non-GAAP Net Income
 
$
31.4
   
$
43.3
   
$
32.6
   
$
91.4
 
Ratio of Adjusted EBITDA to ex-TAC Gross Profit
   
29.7
%
   
40.0
%
   
18.4
%
   
27.5
%
Free Cash Flow
 
$
10.5
   
$
13.6
   
$
52.2
   
$
18.6
 

1 The weighted-average shares for the three months and the year ended December 31, 2023 includes 45,198,702 Non-voting Ordinary shares.

First Quarter and Full Year 2024 Guidance

For the First Quarter and Full Year 2024, the Company currently expects:

   
Q1 2024
Guidance
   
FY 2024
Guidance
 
   
Unaudited
 
   
(dollars in millions)
 
Revenues
 
$
387 - $413
   
$
1,892 - $1,942
 
Gross profit
 
$
94 - $106
   
$
535 - $555
 
ex-TAC Gross Profit*
 
$
123 - $135
   
$
656 - $679
 
Adjusted EBITDA*
 
$
10 - $17
   
$
200
+
Non-GAAP Net Income (Loss)*
 
(15)-($3)

 
$
84 - $104
 

3

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.

Webcast Details
Taboola's senior management team will discuss the Company's earnings on a call that will take place on February 28, 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/BIde7d71bf81ff40529269fd4f8823c5b9  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 February 28, 2024.

*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.

4

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.

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 voluntarily prepay additional long-term debt or 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 and, with respect to the buyback of our Ordinary shares, the availability of sufficient continuing authority being approved and re-approved as necessary by the Tel Aviv District Court Economic Department to permit share buybacks (and our continued use of a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of our directors, officers and other employees) or other factors; the new $100 million buyback authorization referenced in this press release replaces our former share buyback plan which was largely exhausted; the Company’s ability to transition to and fully launch the native advertising service for Yahoo on the currently anticipated schedule; the ability to generate or achieve the increase in Adjusted EBITDA and Free Cash Flow in 2024 or our expected revenue run-rate once 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.

5

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 17,000 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 each month. 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

6

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

     
December 31,
2023
     
December 31,
2022
  
             
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
 
$
176,108
   
$
165,893
 
Short-term investments
   
5,725
     
96,914
 
Restricted deposits
   
1,407
     
750
 
Trade receivables (net of allowance for credit losses of $10,207 and $6,748 as of December 31, 2023 and 2022, respectively)
   
306,307
     
256,708
 
Prepaid expenses and other current assets
   
69,865
     
73,643
 
Total current assets
   
559,412
     
593,908
 
NON-CURRENT ASSETS
               
Long-term prepaid expenses
   
39,602
     
42,945
 
Commercial agreement asset
   
289,451
     
 
Restricted deposits
   
4,247
     
4,059
 
Deferred tax assets, net
   
     
3,821
 
Operating lease right of use assets
   
61,746
     
66,846
 
Property and equipment, net
   
72,155
     
73,019
 
Intangible assets, net
   
125,258
     
189,156
 
Goodwill
   
555,931
     
555,869
 
Total non-current assets
   
1,148,390
     
935,715
 
Total assets
 
$
1,707,802
   
$
1,529,623
 

7

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

     
December 31,
2023
     
December 31,
2022
  
             
LIABILITIES AND SHAREHOLDERS' EQUITY
           
CURRENT LIABILITIES
           
Trade payables
 
$
282,012
   
$
247,504
 
Short-term operating lease liabilities
   
20,264
     
14,753
 
Accrued expenses and other current liabilities
   
118,689
     
102,965
 
Current maturities of long-term loan
   
3,000
     
3,000
 
Total current liabilities
   
423,965
     
368,222
 
LONG-TERM LIABILITIES
               
Long-term loan, net of current maturities
   
142,164
     
223,049
 
Long-term operating lease liabilities
   
49,450
     
57,928
 
Warrants liability
   
6,129
     
6,756
 
Deferred tax liabilities, net
   
14,815
     
34,133
 
Other long-term liabilities
   
14,217
     
5,000
 
Total long-term liabilities
   
226,775
     
326,866
 
SHAREHOLDERS' EQUITY
               
Ordinary shares with no par value- Authorized: 700,000,000 as of December 31, 2023 and 2022; 295,670,620 and 254,133,863 shares issued and outstanding as of December 31, 2023 and 2022, respectively
   
     
 
Non-voting Ordinary shares with no par value- Authorized: 46,000,000 as of December 31, 2023 and 2022; 45,198,702 and 0 shares issued and outstanding as of December 31, 2023 and 2022, respectively
   
     
 
Treasury Ordinary shares, at cost - 15,240,471 and 0 shares as of December 31, 2023 and 2022, respectively
   
(55,513
)
   
 
Additional paid-in capital
   
1,262,093
     
903,789
 
Accumulated other comprehensive income (loss)
   
942
     
(834
)
Accumulated deficit
   
(150,460
)
   
(68,420
)
Total shareholders' equity
   
1,057,062
     
834,535
 
Total liabilities and shareholders' equity
 
$
1,707,802
   
$
1,529,623
 

8

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



Three months ended
December 31,


Year ended
December 31,

2023
   
2022
2023
   
2022
   
Unaudited
             
Revenues
 
$
419,774
   
$
371,267
   
$
1,439,685
   
$
1,401,150
 
Cost of revenues:
                               
Traffic acquisition cost
   
251,264
     
212,399
     
903,866
     
831,508
 
Other cost of revenues
   
30,260
     
25,694
     
110,261
     
105,389
 
Total cost of revenues
   
281,524
     
238,093
     
1,014,127
     
936,897
 
Gross profit
   
138,250
     
133,174
     
425,558
     
464,253
 
Operating expenses:
                               
Research and development
   
34,379
     
28,548
     
136,255
     
129,276
 
Sales and marketing
   
64,911
     
55,814
     
246,342
     
246,803
 
General and administrative
   
30,165
     
23,777
     
106,698
     
101,839
 
Total operating expenses
   
129,455
     
108,139
     
489,295
     
477,918
 
Operating income (loss)
   
8,795
     
25,035
     
(63,737
)
   
(13,665
)
Finance income (expenses), net
   
(1,421
)
   
(3,176
)
   
(12,804
)
   
9,213
 
Income (loss) before income taxes expenses
   
7,374
     
21,859
     
(76,541
)
   
(4,452
)
Income tax expenses
   
(3,651
)
   
(6,675
)
   
(5,499
)
   
(7,523
)
Net income (loss)
 
$
3,723
   
$
15,184
   
$
(82,040
)
 
$
(11,975
)
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic
 
$
0.01
   
$
0.06
   
$
(0.24
)
 
$
(0.05
)
Weighted-average shares used in computing net income (loss) per share, basic
   
348,538,870
     
261,922,644
     
346,376,114
     
254,284,781
 
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted
 
$
0.01
   
$
0.06
   
$
(0.24
)
 
$
(0.05
)
Weighted-average shares used in computing net income (loss) per share, diluted
   
357,796,637
     
263,160,470
     
346,376,114
     
254,284,781
 
 
9

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
U.S. dollars in thousands

     
Three months ended
December 31,
     
Year ended
December 31,
  
2023
   
2022
2023
   
2022
   
Unaudited
             
Net income (loss)
 
$
3,723
   
$
15,184
   
$
(82,040
)
 
$
(11,975
)
Other comprehensive income (loss):
                               
Unrealized gains (losses) on available-for-sale marketable securities, net
   
12
     
183
     
515
     
(521
)
Unrealized gains (losses) on derivative instruments, net
   
1,148
     
1,707
     
1,261
     
(313
)
Other comprehensive income (loss)
   
1,160
     
1,890
     
1,776
     
(834
)
Comprehensive income (loss)
 
$
4,883
   
$
17,074
   
$
(80,264
)
 
$
(12,809
)

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

   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
Unaudited
             
Cost of revenues
 
$
842
   
$
865
   
$
3,924
   
$
3,092
 
Research and development
   
6,190
     
5,545
     
24,471
     
26,433
 
Sales and marketing
   
3,584
     
4,264
     
16,397
     
22,615
 
General and administrative
   
4,847
     
5,276
     
19,539
     
22,781
 
Total share-based compensation expenses
 
$
15,463
   
$
15,950
   
$
64,331
   
$
74,921
 

10

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

   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
Unaudited
             
Cost of revenues
 
$
11,260
   
$
8,160
   
$
39,024
   
$
33,349
 
Research and development
   
770
     
474
     
2,528
     
2,468
 
Sales and marketing
   
13,539
     
13,240
     
54,105
     
54,157
 
General and administrative
   
234
     
636
     
855
     
1,247
 
Total depreciation and amortization expense
 
$
25,803
   
$
22,510
   
$
96,512
   
$
91,221
 

11

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

   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
Unaudited
             
Cash flows from operating activities
                       
Net income (loss)
 
$
3,723
   
$
15,184
   
$
(82,040
)
 
$
(11,975
)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
                               
Depreciation and amortization
   
25,803
     
22,510
     
96,512
     
91,221
 
Share-based compensation expenses
   
15,463
     
15,950
     
64,331
     
74,921
 
Net loss (gain) from financing expenses
   
(2,085
)
   
(3,257
)
   
(816
)
   
4,476
 
Revaluation of the Warrants liability
   
106
     
2,517
     
(627
)
   
(24,471
)
Amortization of loan and credit facility issuance costs
   
399
     
1,003
     
1,619
     
2,009
 
Amortization of premium and accretion of discount on short-term investments, net
   
9
     
(357
)
   
(914
)
   
(679
)
Loss from disposal of property and equipment
   
1,571
     
     
1,571
     
 
Change in operating assets and liabilities:
                               
Increase in trade receivables, net
   
(74,189
)
   
(71,914
)
   
(49,599
)
   
(11,242
)
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses
   
3,380
     
3,136
     
5,934
     
(10,785
)
Increase (decrease) in trade payables
   
34,341
     
37,834
     
36,563
     
(16,825
)
Increase (decrease) in accrued expenses and other current liabilities and other long-term liabilities
   
19,825
     
3,584
     
25,202
     
(21,932
)
Decrease in deferred taxes, net
   
(7,278
)
   
(7,653
)
   
(15,496
)
   
(17,329
)
Change in operating lease right of use assets
   
4,383
     
3,992
     
16,830
     
15,528
 
Change in operating lease liabilities
   
(2,659
)
   
(2,471
)
   
(14,697
)
   
(19,433
)
Net cash provided by operating activities
   
22,792
     
20,058
     
84,373
     
53,484
 
Cash flows from investing activities
                               
Purchase of property and equipment, including capitalized internal-use software
   
(12,294
)
   
(6,438
)
   
(32,133
)
   
(34,914
)
Cash paid in connection with acquisitions, net of cash acquired
   
     
     
     
(7,981
)
Proceeds from (investment in) restricted deposits
   
(136
)
   
(7
)
   
(730
)
   
91
 
Proceeds from maturities of short-term investments
   
6,825
     
23,464
     
114,494
     
29,624
 
Investments in (purchase of) short-term investments
   
     
1
     
(21,991
)
   
(126,381
)
Net cash provided by (used in) investing activities
   
(5,605
)
   
17,020
     
59,640
     
(139,561
)
Cash flows from financing activities
                               
Exercise of options and vested RSUs
   
1,524
     
920
     
6,953
     
8,387
 
Payment of tax withholding for share-based compensation expenses
   
(591
)
   
(1,641
)
   
(3,804
)
   
(5,751
)
Repurchase of Ordinary shares
   
(32,356
)
   
     
(55,513
)
   
 
Repayment of long-term loan
   
(50,000
)
   
(62,014
)
   
(82,250
)
   
(64,264
)
Costs associated with entering into a revolving credit facility
   
     
(184
)
   
     
(1,245
)
Net cash used in financing activities
   
(81,423
)
   
(62,919
)
   
(134,614
)
   
(62,873
)
Exchange rate differences on balances of cash and cash equivalents
   
2,085
     
3,257
     
816
     
(4,476
)
Increase (decrease) in cash and cash equivalents
   
(62,151
)
   
(22,584
)
   
10,215
     
(153,426
)
Cash and cash equivalents - at the beginning of the period
   
238,259
     
188,477
     
165,893
     
319,319
 
Cash and cash equivalents - at the end of the period
 
$
176,108
   
$
165,893
   
$
176,108
   
$
165,893
 

12

   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
Unaudited
             
Supplemental disclosures of cash flow information:
 
Cash paid during the year for:
                       
Income taxes
 
$
8,076
   
$
6,199
   
$
18,011
   
$
28,798
 
Interest
 
$
3,908
   
$
5,618
   
$
18,488
   
$
20,712
 
Non-cash investing and financing activities:
                               
Purchase of property and equipment, including capitalized internal-use software
 
$
639
   
$
1,657
   
$
639
   
$
1,657
 
Share-based compensation included in capitalized internal-use software
 
$
522
   
$
472
   
$
2,253
   
$
1,932
 
Creation of operating lease right-of-use assets
 
$
1,126
   
$
5,621
   
$
11,730
   
$
17,269
 
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement
 
$
   
$
   
$
288,063
   
$
 

  APPENDIX: Non-GAAP Reconciliation
 
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE MONTHS AND THE YEAR ENDED DECEMBER 31, 2023 AND 2022 (UNAUDITED)

The following table provides a reconciliation of revenues to ex-TAC Gross Profit.
 
   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(dollars in thousands)
 
Revenues
 
$
419,774
   
$
371,267
   
$
1,439,685
   
$
1,401,150
 
Traffic acquisition cost
   
251,264
     
212,399
     
903,866
     
831,508
 
Other cost of revenues
   
30,260
     
25,694
     
110,261
     
105,389
 
Gross profit
 
$
138,250
   
$
133,174
   
$
425,558
   
$
464,253
 
Add back: Other cost of revenues
   
30,260
     
25,694
     
110,261
     
105,389
 
ex-TAC Gross Profit
 
$
168,510
   
$
158,868
   
$
535,819
   
$
569,642
 

13

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.

   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(dollars in thousands)
 
Net income (loss)
 
$
3,723
   
$
15,184
   
$
(82,040
)
 
$
(11,975
)
Adjusted to exclude the following:
 
   
   
   
 
Finance (income) expenses, net
   
1,421
     
3,176
     
12,804
     
(9,213
)
Income tax expenses
   
3,651
     
6,675
     
5,499
     
7,523
 
Depreciation and amortization
   
25,803
     
22,510
     
96,512
     
91,221
 
Share-based compensation expenses
   
12,727
     
13,214
     
53,749
     
63,830
 
Restructuring expenses (1)
   
     
     
     
3,383
 
Holdback compensation expenses (2)
   
2,736
     
2,736
     
10,582
     
11,091
 
M&A and other costs (3)
   
     
     
1,571
     
816
 
Adjusted EBITDA
 
$
50,061
   
$
63,495
   
$
98,677
   
$
156,676
 

1 Costs associated with the Company’s cost restructuring program implemented in September 2022.
2 Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
3 The year ended December 31, 2023 includes one-time costs related to the Commercial agreement.

We calculate Ratio of net income (loss) to gross profit as net income (loss) divided by gross profit. We calculate Ratio of Adjusted EBITDA to ex-TAC Gross Profit, a non-GAAP measure, as Adjusted EBITDA divided by ex-TAC Gross Profit. We believe that the Ratio of Adjusted EBITDA to ex-TAC Gross Profit is useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe focusing on ex-TAC Gross Profit better reflects the profitability of our business. The following table reconciles Ratio of net income (loss) to gross profit and Ratio of Adjusted EBITDA to ex-TAC Gross Profit for the period shown.

   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(dollars in thousands)
 
Gross profit
 
$
138,250
   
$
133,174
   
$
425,558
   
$
464,253
 
Net income (loss)
 
$
3,723
   
$
15,184
   
$
(82,040
)
 
$
(11,975
)
Ratio of net gain (loss) to gross profit
   
2.7
%
   
11.4
%
   
(19.3
%)
   
(2.6
%)
                                 
ex-TAC Gross Profit
 
$
168,510
   
$
158,868
   
$
535,819
   
$
569,642
 
Adjusted EBITDA
 
$
50,061
   
$
63,495
   
$
98,677
   
$
156,676
 
Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit
   
29.7
%
   
40.0
%
   
18.4
%
   
27.5
%

14

The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income.
 
   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(dollars in thousands)
 
Net income (loss)
 
$
3,723
   
$
15,184
   
$
(82,040
)
 
$
(11,975
)
Amortization of acquired intangibles
   
15,977
     
15,966
     
63,888
     
63,557
 
Share-based compensation expenses
   
12,727
     
13,214
     
53,749
     
63,830
 
Restructuring expenses (1)
   
     
     
     
3,383
 
Holdback compensation expenses (2)
   
2,736
     
2,736
     
10,582
     
11,091
 
M&A and other costs (3)
   
     
     
1,571
     
816
 
Revaluation of Warrants
   
106
     
2,517
     
(627
)
   
(24,471
)
Foreign currency exchange rate losses (4)
   
(1,571
)
   
(4,430
)
   
(946
)
   
(1,377
)
Income tax effects
   
(2,315
)
   
(1,909
)
   
(13,597
)
   
(13,472
)
Non-GAAP Net Income
 
$
31,383
   
$
43,278
   
$
32,580
   
$
91,382
 

1 Costs associated with the Company’s cost restructuring program implemented in September 2022.
2 Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
3 The year ended December 31, 2023 includes one-time costs related to the Commercial agreement.
4 Represents income or loss 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.

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.
 
   
Three months ended
December 31,
   
Year ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
   
(dollars in thousands)
 
Net cash provided by operating activities
 
$
22,792
   
$
20,058
   
$
84,373
   
$
53,484
 
Purchases of property and equipment, including capitalized internal-use software
   
(12,294
)
   
(6,438
)
   
(32,133
)
   
(34,914
)
Free Cash Flow
 
$
10,498
   
$
13,620
   
$
52,240
   
$
18,570
 

15

APPENDIX: Non-GAAP Guidance Reconciliation
 
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q1 2024 AND FULL YEAR 2024 GUIDANCE

(Unaudited)
 
The following table provides a reconciliation of projected gross profit to ex-TAC Gross Profit.
 
   
Q1 2024
Guidance
   
FY 2024
Guidance
 
   
Unaudited
 
   
(dollars in millions)
 
Revenues
 
$
387 - $413
   
$
1,892 - $1,942
 
Traffic acquisition cost
 
(264)-($278)

 
(1,236)-($1,263)

Other cost of revenues
 
(29)-($29)

 
(121)-($124)

Gross profit
 
$
94 - $106
   
$
535 - $555
 
Add back: Other cost of revenues
 
(29)-($29)

 
(121)-($124)

ex-TAC Gross Profit
 
$
123 - $135
   
$
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.
 

16