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):
August 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 August 7, 2024, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing its financial results for the second 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 August 7, 2024, the Company made available a shareholder letter and investor presentation which provide highlights of the Company’s second quarter of 2024 financial results and related information, which is being made available in connection with the August 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 August 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:  August 7, 2024
     




Exhibit 99.1
 
Taboola Reports Strong Q2 2024, Beating Revenues, ex-TAC and Adj. EBITDA;
Reiterating ex-TAC, Adj. EBITDA and Free Cash Flow Guidance in 2024
Growth Rates Accelerate in Q2 and FY 2024

Q2 2024 and FY 2024 Key Highlights
Q2 Financials - Beat on Revenues, ex-TAC and Adj. EBITDA; Growth rates accelerate
-          Q2 2024 Results: Revenues $428M, Gross profit $115M, ex-TAC Gross Profit $150M, Net loss $4M, Non-GAAP Net Income $23M, Adj. EBITDA $37M, Free Cash Flow $26M
-          Strong YoY growth: Revenues +29%, ex-TAC +21%, Adj. EBITDA +138%, FCF +237%
-          Strong Free Cash Flow conversion: 70%+ from Adj. EBITDA 
 
Reiterating 2024 ex-TAC, Adj EBITDA, FCF Guidance; Growth rates accelerate across all metrics
-          Initiating Q3 guidance: $431M in Revenues (+20% YoY), $134M Gross profit (+33% YoY), $164M ex-TAC Gross Profit (+28% YoY), $47M Adj. EBITDA (+106% YoY)*
-          Reiterating 2024 guidance: $667M ex-TAC Gross Profit (+25% YoY), $200M+ Adj. EBITDA (2x+ YoY; ~30% margin), $100M+ FCF (~2x YoY)*
-          Updating 2024 Revenue guidance: $1.735-$1.765B range primarily reflects some Yahoo revenue that will now only be reflected in ex-TAC - no change to ex-TAC/key metrics.
 
Share Buyback - Bought back $27M in shares in Q2; $66M remaining under current authorization
 
Engaging/reaching users - Yahoo advertiser migration complete, ramping spend. Taboola News wins significant exclusive global OEM partnership
-          Launched “Audience Solution” to help publishers grow traffic
-          Apple News & Stocks - onboarding complete, focus on sales enablement
-          Taboola News - exclusive global OEM win in Q2
 
Improving yield - continued focus on our number one goal in 2024
-          Max Conversion adoption rate approaching 70% of revenue; # of ad campaigns 2x Q1 2024
-          Launch of Taboola Select for brands/agencies looking to drive performance at scale
-          eCommerce continues to exceed expectations with strong performance in Q2
* References midpoints of guidance ranges.

1 The weighted-average shares for the three months ended June 30, 2024 and 2023 were 342,566,112 and 351,585,059 shares, respectively. The weighted-average share count for the three months ended June 30, 2024 and 2023 includes 297,660,641 and 306,386,357 Ordinary shares and 44,905,471 and 45,198,702 Non-voting Ordinary shares, respectively.
1

NEW YORK, August 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 June 30, 2024.

"2024 is a transformational year for Taboola. We've achieved impressive results in the first half of the year and are poised to build on this success," said Adam Singolda, CEO of Taboola. "Our success is driven by our investment in AI, access to unique data, and focus on driving value to our partners and advertisers. I’m proud to be exactly where we are, validated by partnerships such as Yahoo and Apple as well as having 25% of our revenue coming from top brands and agencies. I believe this market will get to a trillion dollars in size, and we’ll have a chance to be a great partner and friend to many of them as they look to tap into the advertising market.”

Second Quarter 2024 Financial Highlights
The following table summarizes our consolidated financial results for the three months ended June 30, 2024 and 2023:
 
(dollars in millions, except per share data)
 
Three months ended
June 30,
 
   
2024
   
2023
 
   
Unaudited
 
Revenues
 
$
428.2
   
$
332.0
 
Gross profit
 
$
114.8
   
$
97.1
 
Net loss
 
$
(4.3
)
 
$
(31.3
)
EPS diluted (1)
 
$
(0.01
)
 
$
(0.09
)
Ratio of net loss to gross profit
   
(3.7
%)
   
(32.3
%)
Cash flow provided by operating activities
 
$
38.8
   
$
11.6
 
Cash, cash equivalents, short-term deposits and investments
 
$
182.2
   
$
246.9
 
                 
Non-GAAP Financial Data *
               
ex-TAC Gross Profit
 
$
149.5
   
$
123.1
 
Adjusted EBITDA
 
$
37.2
   
$
15.7
 
Non-GAAP Net Income (Loss)
 
$
23.0
   
$
(1.4
)
Ratio of Adjusted EBITDA to ex-TAC Gross Profit
   
24.9
%
   
12.7
%
Free Cash Flow
 
$
26.2
   
$
7.8
 

2

Second 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 Adevinta Global MSA, a360media, Foundry, Mediahuis Ireland, and NESN.
 
Renewed relationships with many well-known publishers including Sky News Australia and Globes IL.
 
Notable product launches and advancements
 
Taboola for Audience, an AI powered technology for publishers to protect against threats of generative AI search and social traffic volatility; publishers see over 10% traffic growth.
 
Taboola earned Great Place to Work Certification™ and was named a “Best Workplaces in New York in 2024.”
 
Third Quarter & Full Year  2024 Financial Guidance
For the Third Quarter and Full Year 2024, the Company currently expects (dollars in millions):
 
   
Q3 2024
Guidance
   
FY 2024
Guidance
 
   
Unaudited
 
   
(dollars in millions)
 
Revenues
 
$416 - $446
   
$1,735 - $1,765
 
Gross profit
 
$129 - $139
   
$535 - $555
 
ex-TAC Gross Profit*
 
$159 - $169
   
$656 - $679
 
Adjusted EBITDA*
 
$42 - $52
   
$200+

Non-GAAP Net Income (Loss)*
 
$20 - $30
   
$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 Q2 2024 Shareholder Letter and Investor Presentation, both of which are posted on Taboola’s website today at investors.taboola.com

3

Webcast Details

Taboola's senior management team will discuss the Company's earnings on a call that will take place on  August 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/BI5ce813978f2245a9b765a2c038ed2289 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 August 7, 2025.

*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 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.

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.

5

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. 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

   
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
       
ASSETS
           
CURRENT ASSETS
           
Cash and cash equivalents
 
$
182,198
   
$
176,108
 
Short-term investments
   
     
5,725
 
Restricted deposits
   
1,334
     
1,407
 
Trade receivables (net of allowance for credit losses of $7,416 and $10,207 as of June 30, 2024 and December 31, 2023, respectively)
   
281,674
     
306,307
 
Prepaid expenses and other current assets
   
69,598
     
69,865
 
Total current assets
   
534,804
     
559,412
 
NON-CURRENT ASSETS
               
Long-term prepaid expenses
   
25,584
     
39,602
 
Commercial agreement asset
   
289,451
     
289,451
 
Restricted deposits
   
4,203
     
4,247
 
Operating lease right of use assets
   
56,138
     
61,746
 
Property and equipment, net
   
71,846
     
72,155
 
Intangible assets, net
   
93,565
     
125,258
 
Goodwill
   
555,931
     
555,931
 
Total non-current assets
   
1,096,718
     
1,148,390
 
Total assets
 
$
1,631,522
   
$
1,707,802
 

7

CONSOLIDATED BALANCE SHEETS

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

   
June 30,
   
December 31,
 
   
2024
   
2023
 
   
Unaudited
       
LIABILITIES AND SHAREHOLDERS' EQUITY
           
CURRENT LIABILITIES
           
Trade payables
 
$
270,406
   
$
282,012
 
Short-term operating lease liabilities
   
19,463
     
20,264
 
Accrued expenses and other current liabilities
   
118,664
     
118,689
 
Current maturities of long-term loan
   
     
3,000
 
Total current liabilities
   
408,533
     
423,965
 
LONG-TERM LIABILITIES
               
Long-term loan, net of current maturities
   
145,778
     
142,164
 
Long-term operating lease liabilities
   
42,721
     
49,450
 
Warrants liability
   
2,242
     
6,129
 
Deferred tax liabilities, net
   
6,914
     
14,815
 
Other long-term liabilities
   
15,101
     
14,217
 
Total long-term liabilities
   
212,756
     
226,775
 
SHAREHOLDERS' EQUITY
               
Ordinary shares with no par value - Authorized: 700,000,000 as of June 30, 2024 and December 31, 2023; 291,715,209 and 295,670,620 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
   
     
 
Non-voting Ordinary shares with no par value - Authorized: 46,000,000 as of June 30, 2024 and December 31, 2023; 44,210,406 and 45,198,702 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
   
     
 
Treasury Ordinary shares, at cost - 27,775,351 (26,787,055 Ordinary shares and 988,296 Non-voting Ordinary shares) and 15,240,471 Ordinary shares as of June 30, 2024 and December 31, 2023, respectively
   
(109,978
)
   
(55,513
)
Additional paid-in capital
   
1,301,159
     
1,262,093
 
Accumulated other comprehensive income (loss)
   
(39
)
   
942
 
Accumulated deficit
   
(180,909
)
   
(150,460
)
Total shareholders' equity
   
1,010,233
     
1,057,062
 
Total liabilities and shareholders' equity
 
$
1,631,522
   
$
1,707,802
 

8

CONSOLIDATED STATEMENTS OF LOSS

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

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Revenues (1)
 
$
428,160
   
$
332,004
   
$
842,168
   
$
659,690
 
Cost of revenues:
                               
Traffic acquisition cost (2)
   
278,620
     
208,870
     
553,740
     
420,816
 
Other cost of revenues
   
34,762
     
26,077
     
64,697
     
52,225
 
Total cost of revenues
   
313,382
     
234,947
     
618,437
     
473,041
 
Gross profit
   
114,778
     
97,057
     
223,731
     
186,649
 
Operating expenses:
                               
Research and development
   
33,288
     
34,001
     
69,537
     
65,986
 
Sales and marketing
   
64,837
     
61,198
     
132,445
     
121,767
 
General and administrative
   
24,284
     
26,858
     
47,613
     
52,694
 
Total operating expenses
   
122,409
     
122,057
     
249,595
     
240,447
 
Operating loss
   
(7,631
)
   
(25,000
)
   
(25,864
)
   
(53,798
)
Finance income (expenses), net
   
1,004
     
(3,827
)
   
(2,634
)
   
(6,981
)
Loss before income taxes
   
(6,627
)
   
(28,827
)
   
(28,498
)
   
(60,779
)
Income tax benefit (expenses)
   
2,336
     
(2,487
)
   
(1,951
)
   
(1,848
)
Net loss
 
$
(4,291
)
 
$
(31,314
)
 
$
(30,449
)
 
$
(62,627
)
                                 
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted
 
$
(0.01
)
 
$
(0.09
)
 
$
(0.09
)
 
$
(0.18
)
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted
   
342,566,112
     
351,585,059
     
344,003,462
     
342,491,457
 

9

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. dollars in thousands

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Net loss
 
$
(4,291
)
 
$
(31,314
)
 
$
(30,449
)
 
$
(62,627
)
Other comprehensive loss:
                               
Unrealized and realized gains on available-for-sale marketable securities, net
   
7
     
130
     
6
     
457
 
Unrealized gains (losses) on derivative instruments, net
   
(211
)
   
199
     
(987
)
   
(457
)
Other comprehensive income (loss)
   
(204
)
   
329
     
(981
)
   
 
Comprehensive loss
 
$
(4,495
)
 
$
(30,985
)
 
$
(31,430
)
 
$
(62,627
)

10

SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Cost of revenues
 
$
1,096
   
$
1,039
   
$
2,107
   
$
2,083
 
Research and development
   
6,852
     
6,181
     
13,230
     
12,025
 
Sales and marketing
   
4,532
     
4,401
     
8,855
     
8,686
 
General and administrative
   
5,825
     
4,914
     
10,514
     
9,823
 
Total share-based compensation expenses
 
$
18,305
   
$
16,535
   
$
34,706
   
$
32,617
 

DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Cost of revenues
 
$
9,909
   
$
8,460
   
$
20,626
   
$
16,758
 
Research and development
   
1,222
     
589
     
2,109
     
1,194
 
Sales and marketing
   
13,410
     
13,509
     
26,928
     
27,035
 
General and administrative
   
1,321
     
234
     
1,520
     
406
 
Total depreciation and amortization expense
 
$
25,862
   
$
22,792
   
$
51,183
   
$
45,393
 

11

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Cash flows from operating activities
                       
Net loss
 
$
(4,291
)
 
$
(31,314
)
 
$
(30,449
)
 
$
(62,627
)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
                               
Depreciation and amortization
   
25,862
     
22,792
     
51,183
     
45,393
 
Share-based compensation expenses
   
18,305
     
16,535
     
34,706
     
32,617
 
Net loss from financing expenses
   
1,186
     
564
     
778
     
236
 
Revaluation of the Warrants liability
   
(3,926
)
   
702
     
(3,887
)
   
(974
)
Amortization of loan and credit facility issuance costs
   
375
     
391
     
729
     
891
 
Amortization of premium and accretion of discount on short-term investments, net
   
(59
)
   
(249
)
   
83
     
(530
)
Change in operating assets and liabilities:
                               
Decrease (increase) in trade receivables, net
   
2,565
     
(5,091
)
   
24,633
     
39,271
 
Decrease in prepaid expenses and other current assets and long-term prepaid expenses
   
5,791
     
7,921
     
14,990
     
8,642
 
Decrease in trade payables
   
(3,635
)
   
(6,923
)
   
(11,897
)
   
(29,730
)
Increase in accrued expenses and other current liabilities and other long-term liabilities
   
1,616
     
10,251
     
1,578
     
1,812
 
Decrease in deferred taxes, net
   
(4,216
)
   
(4,284
)
   
(7,901
)
   
(6,494
)
Change in operating lease right of use assets
   
4,831
     
3,924
     
9,284
     
8,075
 
Change in operating lease liabilities
   
(5,613
)
   
(3,621
)
   
(11,206
)
   
(7,460
)
Net cash provided by operating activities
   
38,791
     
11,598
     
72,624
     
29,122
 
Cash flows from investing activities
                       
Purchase of property and equipment, including capitalized internal-use software
   
(12,633
)
   
(3,828
)
   
(18,222
)
   
(10,178
)
Business acquisition deferred payment
   
     
     
(719
)
   
 
Investments in restricted deposits
   
     
(61
)
   
     
(341
)
Proceeds from maturities of short-term investments
   
2,500
     
35,696
     
5,765
     
77,636
 
Purchase of short-term investments
   
     
(21,991
)
   
     
(21,991
)
Net cash provided by (used in) investing activities
   
(10,133
)
   
9,816
     
(13,176
)
   
45,126
 
Cash flows from financing activities
                               
Issuance costs
   
(239
)
   
     
(695
)
   
 
Exercise of options and vested RSUs
   
2,932
     
1,121
     
4,741
     
2,456
 
Payment of tax withholding for share-based compensation expenses
   
(978
)
   
(1,117
)
   
(1,687
)
   
(1,908
)
Repurchase of Ordinary shares
   
(25,049
)
   
(4,358
)
   
(54,465
)
   
(4,358
)
Payments on account of repurchase of Ordinary shares
   
(474
)
   
     
(474
)
   
 
Repayment of long-term loan
   
     
(30,750
)
   
     
(31,500
)
Net cash used in financing activities
   
(23,808
)
   
(35,104
)
   
(52,580
)
   
(35,310
)
Exchange rate differences on balances of cash and cash equivalents
   
(1,186
)
   
(564
)
   
(778
)
   
(236
)
Increase in cash and cash equivalents
   
3,664
     
(14,254
)
   
6,090
     
38,702
 
Cash and cash equivalents - at the beginning of the period
   
178,534
     
218,849
     
176,108
     
165,893
 
Cash and cash equivalents - at end of the period
 
$
182,198
   
$
204,595
   
$
182,198
   
$
204,595
 

12

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
Unaudited
 
Supplemental disclosures of cash flow information:
 
Cash paid during the year for:
                       
Income taxes
 
$
6,357
   
$
2,575
   
$
9,600
   
$
6,833
 
Interest
 
$
3,684
   
$
4,700
   
$
7,294
   
$
9,767
 
Non-cash investing and financing activities:
                               
Purchase of property and equipment, including capitalized internal-use software
 
$
292
   
$
1,705
   
$
292
   
$
1,705
 
Share-based compensation included in capitalized internal-use software
 
$
700
   
$
680
   
$
1,306
   
$
1,332
 
Creation of operating lease right-of-use assets
 
$
3,664
   
$
5,593
   
$
3,676
   
$
5,593
 

13

APPENDIX: Non-GAAP Reconciliation
 
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (UNAUDITED)
 
The following table provides a reconciliation of revenues to ex-TAC Gross Profit.
 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Revenues
 
$
428,160
   
$
332,004
   
$
842,168
   
$
659,690
 
Traffic acquisition cost
   
278,620
     
208,870
     
553,740
     
420,816
 
Other cost of revenues
   
34,762
     
26,077
     
64,697
     
52,225
 
Gross profit
 
$
114,778
   
$
97,057
   
$
223,731
   
$
186,649
 
Add back: Other cost of revenues
   
34,762
     
26,077
     
64,697
     
52,225
 
ex-TAC Gross Profit
 
$
149,540
   
$
123,134
   
$
288,428
   
$
238,874
 

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.
 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Net loss
 
$
(4,291
)
 
$
(31,314
)
 
$
(30,449
)
 
$
(62,627
)
Adjusted to exclude the following:
 
   
   
   
 
Finance expenses (income), net
   
(1,004
)
   
3,827
     
2,634
     
6,981
 
Income tax expenses (benefit)
   
(2,336
)
   
2,487
     
1,951
     
1,848
 
Depreciation and amortization
   
25,862
     
22,792
     
51,183
     
45,393
 
Share-based compensation expenses
   
15,659
     
13,890
     
29,415
     
27,417
 
Holdback compensation expenses (1)
   
2,646
     
2,645
     
5,291
     
5,200
 
Other costs (2)
   
695
     
1,334
     
695
     
1,571
 
Adjusted EBITDA
 
$
37,231
   
$
15,661
   
$
60,720
   
$
25,783
 

1 Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
2 The three and six months ended June 30, 2024 and June 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
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Net loss
  $
(4,291
)
 
$
(31,314
)
  $
(30,449
)
 
$
(62,627
)
Amortization of acquired intangibles
   
15,754
     
15,962
     
31,689
     
31,931
 
Share-based compensation expenses
   
15,659
     
13,890
     
29,415
     
27,417
 
Holdback compensation expenses (1)
   
2,646
     
2,645
     
5,291
     
5,200
 
Other costs (2)
   
695
     
1,334
     
695
     
1,571
 
Revaluation of Warrants
   
(3,926
)
   
702
     
(3,887
)
   
(974
)
Foreign currency exchange rate losses (gains) (3)
   
347
     
(663
)
   
1,388
     
(234
)
Income tax effects
   
(3,874
)
   
(3,962
)
   
(7,300
)
   
(7,791
)
Non-GAAP Net Income (Loss)
 
$
23,010
   
$
(1,406
)
 
$
26,842
   
$
(5,507
)

1 Represents share-based compensation due to holdback of Taboola Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
2 The three and six months ended June 30, 2024 and June 30, 2023 included one-time professional service costs and one-time costs related to the Commercial agreement, respectively.
3 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
June 30,
   
Six months ended
June 30,
 
   
2024
   
2023
   
2024
   
2023
 
   
(dollars in thousands)
 
Net cash provided by operating activities
 
$
38,791
   
$
11,598
   
$
72,624
   
$
29,122
 
Purchases of property and equipment, including capitalized internal-use software
   
(12,633
)
   
(3,828
)
   
(18,222
)
   
(10,178
)
Free Cash Flow
 
$
26,158
   
$
7,770
   
$
54,402
   
$
18,944
 

15

APPENDIX: Non-GAAP Guidance Reconciliation
 
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2024 AND FULL YEAR 2024 GUIDANCE

(Unaudited)
 
The following table provides a reconciliation of projected Gross profit to ex-TAC Gross Profit.
 
   
Q3 2024
Guidance
   
FY 2024
Guidance
 
   
Unaudited
 
   
(dollars in millions)
       
Revenues
 
$416 - $446
   
$1,735 - $1,765
 
Traffic acquisition cost
 
($257) - ($277)

 
($1,079) - ($1,086)

Other cost of revenues
 
($30) - ($30)

 
($121) - ($124)

Gross profit
 
$129 - $139
   
$535 - $555
 
Add back: Other cost of revenues
 
($30) - ($30)

 
($121) - ($124)

ex-TAC Gross Profit
 
$159 - $169
   
$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