(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.
|
Exhibit No.
|
Description
|
||
Press Release dated May 8, 2024
|
|||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
TABOOLA.COM LTD.
|
|||
By:
|
/s/ Stephen Walker
|
||
Name:
|
Stephen Walker
|
||
Title:
|
Chief Financial Officer
|
||
Date: May 8, 2024
|
- |
Q1 2024 Revenues $414M, Gross profit $109M, ex-TAC Gross Profit $139M, Net loss $26M, Non-GAAP Net Income $4M, Adj. EBITDA $23M, Free Cash Flow $27M
|
- |
Accelerating YoY growth: Revenues +26%, ex-TAC +20%, Adj. EBITDA +132%,
FCF +140%
|
- |
Q2 guidance: $425M in Revenues (+28% YoY), $115M Gross profit (+18% YoY), $145M ex-TAC Gross Profit (+18% YoY), $25M+ Adj. EBITDA (+60% YoY)*
|
- |
2024 accelerating growth: ~$2B in Revenues (+33% YoY), ~$545M Gross profit (+28% YoY), ~$670M ex-TAC Gross Profit (+24% YoY), $200M+ Adj. EBITDA (2x+ YoY), $100M+ FCF (~2x YoY)*
|
- |
Reiterating 2024 Adj. EBITDA $200M+ (30% margin) and $100M+ Free Cash Flow
|
- |
Yahoo - good progress; $100M+ revs on Yahoo supply in Q1, led by tier 1 advertiser demand
|
- |
Apple News & Stocks partnership expands significantly to now include US and UK markets
|
- |
Taboola News innovations focused on vertical videos and utilities (weather, games, etc.)
|
- |
Focusing on improving retention rates and growing NDR
|
- |
Max Conversion/AI nearly 60% of revenue; drives double-digit NDR improvement
|
- |
Focus on premium/quality advertising experiences; Premium Brand & Agency demand now accounts for 20%+ of revenue and growing fast; launch of Taboola Select and onboarding of Yahoo Omni
advertisers transformational to driving yield
|
- |
Double-digit eCommerce growth in Q1 underscoring strong momentum
|
● |
Q1 2024 Revenues of $414.0M, Gross profit of $109.0M, ex-TAC Gross Profit of $138.9M, Net loss of $26.2M, Non-GAAP Net Income of $3.8M and Adjusted EBITDA of $23.5M
|
● |
Revenue Highlights
|
○ |
Revenue growth driven by new publisher partners added to the Taboola network.
|
○ |
Publisher wins that were new and from competitors included 20 Minutes, Ringier Axel Springer Poland, Webedia Group, RTL Belgium and El Colombiano.
|
○ |
Renewed relationships with many well-known publishers including Globes, El Nacional, Ciaopeople, Clutchpoints and more.
|
● |
Notable product launches and advancements
|
○ |
Maximize Conversions, our first offering in our AI-bidding technology suite, reached nearly 60 percent of revenue representing advertising spend from leading brands using it
including Hyundai, ERGO, Leica Camera, Sonova, Peugeot, and Opel.
|
● |
Reiterating 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+.
|
(dollars in millions, except per share data)
|
Three months ended
March 31,
|
|||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Revenues
|
$
|
414.0
|
$
|
327.7
|
||||
Gross profit
|
$
|
109.0
|
$
|
89.6
|
||||
Net loss
|
$
|
(26.2
|
)
|
$
|
(31.3
|
)
|
||
EPS diluted (1)
|
$
|
(0.08
|
)
|
$
|
(0.09
|
)
|
||
Ratio of net loss to gross profit
|
(24.0
|
%)
|
(35.0
|
%)
|
||||
Cash flow provided by operating activities
|
$
|
32.4
|
$
|
17.5
|
||||
Cash, cash equivalents, short-term deposits and investments
|
$
|
181.0
|
$
|
274.4
|
||||
Non-GAAP Financial Data *
|
||||||||
ex-TAC Gross Profit
|
$
|
138.9
|
$
|
115.7
|
||||
Adjusted EBITDA
|
$
|
23.5
|
$
|
10.1
|
||||
Non-GAAP Net Income (Loss)
|
$
|
3.8
|
$
|
(4.1
|
)
|
|||
Ratio of Adjusted EBITDA to ex-TAC Gross Profit
|
16.9
|
%
|
8.7
|
%
|
||||
Free Cash Flow
|
$
|
26.8
|
$
|
11.2
|
Q2 2024
Guidance
|
FY 2024
Guidance
|
||||||
Unaudited
|
|||||||
(dollars in millions)
|
|||||||
Revenues
|
|
$410 - $440
|
|
$1,892 - $1,942
|
|||
Gross profit
|
|
$110 - $120
|
|
$535 - $555
|
|||
ex-TAC Gross Profit*
|
|
$140 - $150
|
|
$656 - $679
|
|||
Adjusted EBITDA*
|
|
$20 - $30
|
|
$200
|
+
|
||
Non-GAAP Net Income*
|
|
$0 - $10
|
|
$84 - $104
|
Investor Contact:
|
Press Contact:
|
Jessica Kourakos
|
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,
|
|||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
178,534
|
$
|
176,108
|
||||
Short-term investments
|
2,485
|
5,725
|
||||||
Restricted deposits
|
1,270
|
1,407
|
||||||
Trade receivables (net of allowance for credit losses of $9,412 and $10,207 as of March 31, 2024 and December 31, 2023, respectively)
|
284,239
|
306,307
|
||||||
Prepaid expenses and other current assets
|
77,485
|
69,865
|
||||||
Total current assets
|
544,013
|
559,412
|
||||||
NON-CURRENT ASSETS
|
||||||||
Long-term prepaid expenses
|
27,351
|
39,602
|
||||||
Commercial agreement asset
|
289,451
|
289,451
|
||||||
Restricted deposits
|
4,216
|
4,247
|
||||||
Operating lease right of use assets
|
57,305
|
61,746
|
||||||
Property and equipment, net
|
72,587
|
72,155
|
||||||
Intangible assets, net
|
109,323
|
125,258
|
||||||
Goodwill
|
555,931
|
555,931
|
||||||
Total non-current assets
|
1,116,164
|
1,148,390
|
||||||
Total assets
|
$
|
1,660,177
|
$
|
1,707,802
|
CONSOLIDATED BALANCE SHEETS
|
U.S. dollars in thousands, except share and per share data
|
March 31,
|
December 31,
|
|||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Trade payables
|
$
|
279,373
|
$
|
282,012
|
||||
Short-term operating lease liabilities
|
19,141
|
20,264
|
||||||
Accrued expenses and other current liabilities
|
118,176
|
118,689
|
||||||
Current maturities of long-term loan
|
—
|
3,000
|
||||||
Total current liabilities
|
416,690
|
423,965
|
||||||
LONG-TERM LIABILITIES
|
||||||||
Long-term loan, net of current maturities
|
145,455
|
142,164
|
||||||
Long-term operating lease liabilities
|
44,992
|
49,450
|
||||||
Warrants liability
|
6,168
|
6,129
|
||||||
Deferred tax liabilities, net
|
11,130
|
14,815
|
||||||
Other long-term liabilities
|
14,751
|
14,217
|
||||||
Total long-term liabilities
|
222,496
|
226,775
|
||||||
SHAREHOLDERS' EQUITY
|
||||||||
Ordinary shares with no par value- Authorized: 700,000,000 as of March 31, 2024 and December 31, 2023; 293,413,305 and 295,670,620 shares
issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
|
—
|
—
|
||||||
Non-voting Ordinary shares with no par value- Authorized: 46,000,000 as of March 31, 2024 and December 31, 2023; 45,198,702 shares issued
and outstanding as of March 31, 2024 and December 31, 2023, respectively
|
—
|
—
|
||||||
Treasury Ordinary shares, at cost - 21,463,642 and 15,240,471 shares as of March 31, 2024 and December 31, 2023, respectively
|
(83,271
|
)
|
(55,513
|
)
|
||||
Additional paid-in capital
|
1,280,715
|
1,262,093
|
||||||
Accumulated other comprehensive income
|
165
|
942
|
||||||
Accumulated deficit
|
(176,618
|
)
|
(150,460
|
)
|
||||
Total shareholders' equity
|
1,020,991
|
1,057,062
|
||||||
Total liabilities and shareholders' equity
|
$
|
1,660,177
|
$
|
1,707,802
|
CONSOLIDATED STATEMENTS OF LOSS
|
U.S. dollars in thousands, except share and per share data
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Revenues
|
$
|
414,008
|
$
|
327,686
|
||||
Cost of revenues:
|
||||||||
Traffic acquisition cost
|
275,120
|
211,946
|
||||||
Other cost of revenues
|
29,935
|
26,148
|
||||||
Total cost of revenues
|
305,055
|
238,094
|
||||||
Gross profit
|
108,953
|
89,592
|
||||||
Operating expenses:
|
||||||||
Research and development
|
36,249
|
31,985
|
||||||
Sales and marketing
|
67,608
|
60,569
|
||||||
General and administrative
|
23,329
|
25,836
|
||||||
Total operating expenses
|
127,186
|
118,390
|
||||||
Operating loss
|
(18,233
|
)
|
(28,798
|
)
|
||||
Finance expenses, net
|
(3,638
|
)
|
(3,154
|
)
|
||||
Loss before income taxes
|
(21,871
|
)
|
(31,952
|
)
|
||||
Income tax benefit (expenses)
|
(4,287
|
)
|
639
|
|||||
Net loss
|
$
|
(26,158
|
)
|
$
|
(31,313
|
)
|
||
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.09
|
)
|
||
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and
diluted
|
345,502,643
|
333,424,276
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Net loss
|
$
|
(26,158
|
)
|
$
|
(31,313
|
)
|
||
Other comprehensive loss:
|
||||||||
Unrealized gains (losses) on available-for-sale marketable securities, net
|
(1
|
)
|
327
|
|||||
Unrealized losses on derivative instruments, net
|
(776
|
)
|
(656
|
)
|
||||
Other comprehensive loss
|
(777
|
)
|
(329
|
)
|
||||
Comprehensive loss
|
$
|
(26,935
|
)
|
$
|
(31,642
|
)
|
SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE
|
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Cost of revenues
|
$
|
1,011
|
$
|
1,044
|
||||
Research and development
|
6,378
|
5,844
|
||||||
Sales and marketing
|
4,323
|
4,285
|
||||||
General and administrative
|
4,689
|
4,909
|
||||||
Total share-based compensation expenses
|
$
|
16,401
|
$
|
16,082
|
DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE
|
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Cost of revenues
|
$
|
10,717
|
$
|
8,298
|
||||
Research and development
|
887
|
605
|
||||||
Sales and marketing
|
13,518
|
13,526
|
||||||
General and administrative
|
199
|
172
|
||||||
Total depreciation and amortization expense
|
$
|
25,321
|
$
|
22,601
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
U.S. dollars in thousands
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Cash flows from operating activities
|
||||||||
Net loss
|
$
|
(26,158
|
)
|
$
|
(31,313
|
)
|
||
Adjustments to reconcile net loss to net cash flows provided by operating activities:
|
||||||||
Depreciation and amortization
|
25,321
|
22,601
|
||||||
Share-based compensation expenses
|
16,401
|
16,082
|
||||||
Net gain from financing expenses
|
(408
|
)
|
(328
|
)
|
||||
Revaluation of the Warrants liability
|
39
|
(1,676
|
)
|
|||||
Amortization of loan and credit facility issuance costs
|
354
|
500
|
||||||
Amortization of premium and accretion of discount on short-term investments, net
|
142
|
(281
|
)
|
|||||
Change in operating assets and liabilities:
|
||||||||
Decrease in trade receivables, net
|
22,068
|
44,362
|
||||||
Decrease in prepaid expenses and other current assets and long-term prepaid expenses
|
9,199
|
721
|
||||||
Decrease in trade payables
|
(8,262
|
)
|
(22,807
|
)
|
||||
Decrease in accrued expenses and other current liabilities and other long-term liabilities
|
(1,476
|
)
|
(13,439
|
)
|
||||
Increase (decrease) in deferred taxes, net
|
(3,685
|
)
|
2,790
|
|||||
Change in operating lease right of use assets
|
4,453
|
4,151
|
||||||
Change in operating lease liabilities
|
(5,593
|
)
|
(3,839
|
)
|
||||
Net cash provided by operating activities
|
32,395
|
17,524
|
Cash flows from investing activities
|
||||||||
Purchase of property and equipment, including capitalized internal-use software
|
(5,589
|
)
|
(6,350
|
)
|
||||
Proceeds from business acquisition holdback liability
|
719
|
—
|
||||||
Investments in restricted deposits
|
—
|
(280
|
)
|
|||||
Proceeds from maturities of short-term investments
|
3,265
|
41,940
|
||||||
Net cash provided by (used in) investing activities
|
(1,605
|
)
|
35,310
|
|||||
Cash flows from financing activities
|
||||||||
Issuance costs
|
(456
|
)
|
—
|
|||||
Exercise of options and vested RSUs
|
1,809
|
1,335
|
||||||
Payment of tax withholding for share-based compensation expenses
|
(709
|
)
|
(791
|
)
|
||||
Repurchase of Ordinary shares
|
(27,758
|
)
|
—
|
|||||
Payments on account of repurchase of Ordinary shares
|
(1,658
|
)
|
—
|
|||||
Repayment of long-term loan
|
—
|
(750
|
)
|
|||||
Net cash used in financing activities
|
(28,772
|
)
|
(206
|
)
|
||||
Exchange rate differences on balances of cash and cash equivalents
|
408
|
328
|
||||||
Increase in cash and cash equivalents
|
2,426
|
52,956
|
||||||
Cash and cash equivalents - at the beginning of the period
|
176,108
|
165,893
|
||||||
Cash and cash equivalents - at end of the period
|
$
|
178,534
|
$
|
218,849
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
Unaudited
|
||||||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the year for:
|
||||||||
Income taxes
|
$
|
3,243
|
$
|
4,258
|
||||
Interest
|
$
|
3,610
|
$
|
5,067
|
||||
Non-cash investing and financing activities:
|
||||||||
Purchase of property and equipment, including capitalized internal-use software
|
$
|
4,262
|
$
|
36
|
||||
Share-based compensation included in capitalized internal-use software
|
$
|
606
|
$
|
652
|
||||
Creation of operating lease right-of-use assets
|
$
|
12
|
$
|
5,045
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
(dollars in thousands)
|
||||||||
Revenues
|
$
|
414,008
|
$
|
327,686
|
||||
Traffic acquisition cost
|
275,120
|
211,946
|
||||||
Other cost of revenues
|
29,935
|
26,148
|
||||||
Gross profit
|
$
|
108,953
|
$
|
89,592
|
||||
Add back: Other cost of revenues
|
29,935
|
26,148
|
||||||
ex-TAC Gross Profit
|
$
|
138,888
|
$
|
115,740
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
(dollars in thousands)
|
||||||||
Net loss
|
$
|
(26,158
|
)
|
$
|
(31,313
|
)
|
||
Adjusted to exclude the following:
|
|
|
||||||
Finance expenses, net
|
3,638
|
3,154
|
||||||
Income tax expenses (benefit)
|
4,287
|
(639
|
)
|
|||||
Depreciation and amortization
|
25,321
|
22,601
|
||||||
Share-based compensation expenses
|
13,756
|
13,527
|
||||||
Holdback compensation expenses (1)
|
2,645
|
2,555
|
||||||
Other costs (2)
|
—
|
237
|
||||||
Adjusted EBITDA
|
$
|
23,489
|
$
|
10,122
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
(dollars in thousands)
|
||||||||
Net loss
|
$ |
(26,158
|
)
|
$
|
(31,313
|
)
|
||
Amortization of acquired intangibles
|
15,935
|
15,969
|
||||||
Share-based compensation expenses
|
13,756
|
13,527
|
||||||
Holdback compensation expenses (1)
|
2,645
|
2,555
|
||||||
Other costs (2)
|
—
|
237
|
||||||
Revaluation of Warrants
|
39
|
(1,676
|
)
|
|||||
Foreign currency exchange rate losses (3)
|
1,041
|
429
|
||||||
Income tax effects
|
(3,426
|
)
|
(3,829
|
)
|
||||
Non-GAAP Net Income (Loss)
|
$
|
3,832
|
$
|
(4,101
|
)
|
Three months ended
March 31,
|
||||||||
2024
|
2023
|
|||||||
(dollars in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
32,395
|
$
|
17,524
|
||||
Purchases of property and equipment, including capitalized internal-use software
|
(5,589
|
)
|
(6,350
|
)
|
||||
Free Cash Flow
|
$
|
26,806
|
$
|
11,174
|
Q2 2024
Guidance
|
FY 2024
Guidance
|
||||||
Unaudited
|
|||||||
(dollars in millions)
|
|||||||
Revenues
|
|
$410 - $440
|
|
$1,892 - $1,942
|
|||
Traffic acquisition cost
|
|
$(270) - ($290)
|
|
$(1,237) - ($1,264)
|
|||
Other cost of revenues
|
|
$(30) - ($30)
|
|
$(121) - ($124)
|
|||
Gross profit |
|
$110 - $120 |
$535 - $555 |
||||
Add back: Other cost of revenues
|
|
$(30) - ($30)
|
|
$(121) - ($124)
|
|||
ex-TAC Gross Profit | $140 - $150 |
|
$656 - $679 |