CONSOLIDATED INTERIM FINANCIAL STATEMENTS
AS OF MARCH 31, 2022
UNAUDITED
INDEX
Page
Consolidated Interim Balance Sheets
2
Consolidated Interim Statements of Income
3
Consolidated Interim Statements of Comprehensive Income
4
Consolidated Interim Statements of Convertible Preferred Shares and Shareholders’ Equity
5
Consolidated Interim Statements of Cash Flows
6
Notes to Consolidated Interim Financial Statements
7-19
TABOOLA.COM LTD.
CONSOLIDATED INTERIM BALANCE SHEETS
U.S. {dollars} in hundreds, besides share and per share information
Unaudited
ASSETS
CURRENT ASSETS
Cash and money equivalents
$
277,927
$
319,319
Short-term deposits
40,026
–
Restricted deposits
1,000
1,000
Trade receivables (web of allowance for credit score losses of $4,141 and $3,895 as of March 31, 2022, and December 31, 2021, respectively)
199,300
245,235
Prepaid bills and different present property
73,165
63,394
Total present property
591,418
628,948
NON-CURRENT ASSETS
Long-term pay as you go bills
30,017
32,926
Restricted deposits
3,897
3,897
Deferred tax property
679
1,876
Operating lease proper of use property
62,210
65,105
Property and tools, web
64,471
63,259
Intangible property, web
235,143
250,923
Goodwill
550,568
550,380
Total non-present property
946,985
968,366
Total property
$
1,538,403
$
1,597,314
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade payables
$
215,604
$
259,941
Short-term working lease liabilities
15,396
12,958
Accrued bills and different present liabilities
107,738
124,662
Current portion of lengthy-time period mortgage
3,000
3,000
Total present liabilities
341,738
400,561
LONG-TERM LIABILITIES
Deferred tax liabilities
45,744
51,027
Warrants legal responsibility
17,185
31,227
Long-term mortgage, web of present portion
285,010
285,402
Long-term working lease liabilities
54,812
61,526
Total lengthy-time period liabilities
402,751
429,182
COMMITMENTS AND CONTINGENCIES (Note 10)
SHAREHOLDERS’ EQUITY
Ordinary shares with no par worth – Authorized: 700,000,000 shares as of March 31, 2022 and December 31, 2021; shares issued and excellent: 238,816,867 and 234,031,749 as of March 31, 2022 and December 31, 2021, respectively.
–
–
Additional paid-in capital
846,701
824,016
Accumulated different complete loss
(230
)
–
Accumulated deficit
(52,557
)
(56,445
)
Total shareholders’ fairness
793,914
767,571
Total liabilities and shareholders’ fairness
$
1,538,403
$
1,597,314
The accompanying notes are an integral a part of these unaudited consolidated interim monetary statements.
– 2 –
TABOOLA.COM LTD.
CONSOLIDATED INTERIM STATEMENTS OF INCOME
U.S. {dollars} in hundreds, besides share and per share information
Three months ended
March 31,
2022
2021
Unaudited
Revenues
$
354,726
$
302,950
Cost of revenues:
Traffic acquisition price
216,498
197,036
Other price of revenues
26,198
16,415
Total price of revenues
242,696
213,451
Gross revenue
112,030
89,499
Operating bills:
Research and improvement bills
30,412
23,893
Sales and advertising bills
61,368
34,308
General and administrative bills
27,949
9,676
Total working bills
119,729
67,877
Operating earnings (loss)
(7,699
)
21,622
Finance earnings (bills), web
11,195
(798
)
Income earlier than earnings taxes
3,496
20,824
Benefit (provision) for earnings taxes
392
(2,237
)
Net earnings
$
3,888
$
18,587
Less: Undistributed earnings allotted to taking part securities
–
(5,915
)
Net earnings attributable to peculiar shares – primary and diluted
3,888
12,672
Net earnings per share attributable to peculiar shareholders, primary
$
0.02
$
0.29
Weighted-average shares utilized in computing web earnings per share attributable to peculiar shareholders, primary
247,378,428
44,141,227
Net earnings per share attributable to peculiar shareholders, diluted
$
0.01
$
0.17
Weighted-average shares utilized in computing web earnings per share attributable to peculiar shareholders, diluted
260,036,934
75,131,828
The accompanying notes are an integral a part of the unaudited consolidated interim monetary statements.
– 3 –
TABOOLA.COM LTD.
CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME
U.S. {dollars} in hundreds
Three months ended
March 31,
2022
2021
Unaudited
Net earnings
$
3,888
$
18,587
Other complete earnings (loss), web of tax:
Unrealized beneficial properties (losses) on spinoff devices, web of tax
(230
)
–
Other complete earnings (loss), web of tax
(230
)
–
Comprehensive earnings
$
3,658
$
18,587
The accompanying notes are an integral a part of the unaudited consolidated interim monetary statements.
– 4 –
TABOOLA.COM LTD.
CONSOLIDATED INTERIM STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS’ EQUITY
U.S. {dollars} in hundreds, besides share and per share information
Ordinary shares
Additional paid-in
capital
Accumulated
deficit
Accumulated different complete
loss
Total
Shareholders’
Total
Number
Amount
Balance as of December 31, 2021
234,031,749
$
–
$
824,016
$
(56,445
)
$
–
$
767,571
Share-based compensation bills
–
–
20,346
–
–
20,346
Exercise of choices and vested RSUs
4,785,118
–
4,184
–
–
4,184
Payments of tax withholding for share-primarily based compensation
–
–
(1,845
)
–
–
(1,845
)
Other complete loss, web of tax
–
–
–
–
(230
)
(230
)
Net earnings
–
–
–
3,888
–
3,888
Balance as of March 31, 2022 (unaudited)
238,816,867
$
–
$
846,701
$
(52,557
)
$
(230
)
$
793,914
Convertible Preferred
shares
Ordinary shares
Additional paid-in
capital
Accumulated
deficit
Total
Shareholders’
Total
Number
Amount
Number
Amount
Balance as of December 31, 2020
121,472,152
$
170,206
41,357,049
$
–
$
78,137
$
(31,497
)
$
46,640
Share-based compensation bills
–
–
–
–
5,253
–
5,253
Exercise of choices
–
–
2,838,686
–
3,551
–
3,551
Net earnings
–
–
–
–
–
18,587
18,587
Balance as of March 31, 2021 (unaudited)
121,472,152
$
170,206
44,195,735
$
–
$
86,941
$
(12,910
)
$
74,031
The accompanying notes are an integral a part of the unaudited consolidated interim monetary statements.
– 5 –
TABOOLA.COM LTD.
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
U.S. {dollars} in hundreds
Three months ended
March 31,
2022
2021
Unaudited
Cash flows from working actions:
Net earnings
$
3,888
$
18,587
Adjustments to reconcile web earnings to web money flows offered by working actions:
Depreciation and amortization
22,676
8,244
Share-based compensation bills
19,829
5,131
Net loss from financing bills
671
1,613
Revaluation of warrants legal responsibility
(14,042
)
–
Amortization of mortgage issuance price
358
–
Changes in working property and liabilities:
Decrease in commerce receivables
45,935
32,441
Increase in pay as you go bills and different present property and lengthy-time period pay as you go bills
(3,317
)
(16,759
)
Decrease in commerce payables
(45,864
)
(47,522
)
Decrease in accrued bills and different present liabilities
(16,544
)
(10,387
)
Increase (lower) in deferred taxes, web
(4,086
)
776
Change in working lease proper of use property
2,895
3,632
Change in working lease liabilities
(4,276
)
(4,859
)
Net money offered by (utilized in) working actions
8,123
(9,103
)
Cash flows from investing actions
Purchase of property and tools, together with capitalized inside-use software program
(6,902
)
(5,537
)
Cash paid in reference to acquisition of a subsidiary
(620
)
–
Proceeds from restricted deposits
–
2,654
Investment briefly-time period deposits
(40,026
)
–
Payments of money in escrow for acquisition of a subsidiary
(2,100
)
–
Net money utilized in investing actions
(49,648
)
(2,883
)
Cash flows from financing actions
Exercise of choices and vested RSUs
3,399
3,551
Payment of deferred providing prices
–
(3,476
)
Payments of tax withholding for share-primarily based compensation
(1,845
)
–
Repayment of present portion of lengthy-time period mortgage
(750
)
–
Net money offered by financing actions
804
75
Exchange variations on balances of money and money equivalents
(671
)
(1,613
)
Decrease in money and money equivalents
(41,392
)
(13,524
)
Cash and money equivalents – in the beginning of the interval
319,319
242,811
Cash and money equivalents – at finish of the interval
$
277,927
$
229,287
Supplemental disclosures of money stream data:
Cash paid through the yr for:
Income taxes
$
2,418
$
1,329
Interest
$
3,570
$
–
Non-cash investing and financing actions:
Purchase of property, plant and tools and intangible property
$
1,809
$
10,138
Share-based compensation included in capitalized inside-use software program
$
517
$
–
Deferred providing prices incurred through the interval included within the Long-term pay as you go bills
$
–
$
3,674
The accompanying notes are an integral a part of the unaudited consolidated interim monetary statements.
– 6 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
a.
Taboola.com Ltd. (along with its subsidiaries, the “Company” or “Taboola”) was integrated below the legal guidelines of the state of Israel and commenced its operations on September 3, 2006.
Taboola is a know-how firm that powers suggestions throughout the Open Web with a synthetic intelligence-primarily based, algorithmic engine that we’ve developed over the previous 14 years. Taboola companions with web sites, units, and cell apps (collectively known as “digital properties”), to suggest editorial content material and ads on the Open Web. Digital properties use Taboola’s know-how platforms to attain their enterprise objectives, akin to driving new audiences to their websites and apps or growing engagement with present audiences. Taboola additionally supplies monetization alternatives to digital properties by surfacing paid suggestions by advertisers. Taboola is a enterprise-to-enterprise firm with no competing shopper pursuits. Taboola empowers advertisers to leverage its proprietary AI-powered advice platform to succeed in focused audiences using efficient, native advert-codecs throughout digital properties. As a part of our e-Commerce choices, we additionally syndicate our retailer advertisers’ monetized product listings and hyperlinks (clickable ads) into commerce content material-oriented shopper experiences on each the Open Web and inside the dominant conventional advert platforms. Taboola generates revenues when folks (shoppers) click on on, buy from or, in some instances, view the adverts that seem inside its advice platform. The Company’s clients are the advertisers, retailers and affiliate networks that publicize on the Company’s platform (“Advertisers”). Advertisers pay Taboola for these clicks, purchases or impressions, and Taboola shares a portion of the ensuing income with the digital properties who show these adverts.
b.
On September 1, 2021, the Company accomplished the acquisition of Shop Holding Corporation (“Connexity”) (“Connexity Acquisition”), an unbiased e-Commerce media platform within the open net, from Shop Management, LLC (“Seller”). Connexity is a know-how and information-pushed built-in advertising providers firm targeted on the e-commerce ecosystem. Through a deal with efficiency-primarily based retail advertising, Connexity allows retailers and types to know their shoppers higher, purchase new clients at a decrease price, and enhance gross sales from their goal shoppers. Connexity affords a complete vary of promoting providers to on-line retailers and types within the U.S. and Europe, together with syndicated product listings, search advertising, and buyer insights. Connexity company headquarters is in Santa Monica, California, and the corporate additionally maintains places of work in New York, United States; London, England; and Karlsruhe, Germany.
The Connexity Acquisition was accounted for by the acquisition technique of accounting, and, accordingly, the acquisition value has been allotted based on the truthful worth of the property acquired and liabilities assumed.
The complete buy value for the Connexity Acquisition was $752,202, topic to customary buy value changes for working capital, the cost of present Connexity debt, bills and the opposite phrases and circumstances described within the Purchase Agreement.
– 7 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated interim monetary statements have been ready in accordance with Generally Accepted Accounting Principles within the United States (“GAAP”), and relevant guidelines and laws of the Securities and Exchange Commission (“SEC”) relating to interim monetary reporting and embody the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eradicated in consolidation.
The consolidated steadiness sheet as of December 31, 2021, was derived from the audited consolidated monetary statements as of that date, however doesn’t embody the entire disclosures, together with sure notes required by GAAP on an annual reporting foundation. Certain data and notice disclosures usually included within the monetary statements ready in accordance with GAAP have been condensed or omitted pursuant to such guidelines and laws.
Therefore, these unaudited consolidated interim monetary statements needs to be learn along with the audited consolidated monetary statements and the associated notes thereto as of and for the yr ended December 31, 2021, included within the Company’s Annual Report on Form 20-F for the yr ended December 31, 2021 filed with the SEC on March 24, 2022.
In the opinion of the Company’s administration, the unaudited consolidated interim monetary statements have been ready on a foundation in keeping with the annual consolidated monetary statements and mirror all changes, which embody solely regular recurring changes essential for the truthful presentation of the Company’s unaudited interim consolidated monetary statements. The outcomes of operations for the three months ended March 31, 2022, usually are not essentially indicative of the outcomes to be anticipated for the total yr ending December 31, 2022, or every other future interim or annual interval.
Use of Estimates
The preparation of the interim consolidated monetary statements in conformity with U.S. GAAP requires administration to make estimates and assumptions that have an effect on the reported quantities of property and liabilities and disclosure of contingent property and liabilities on the dates of the interim consolidated monetary statements, and the reported quantities of revenues and bills through the reporting interval and accompanying notes. Actual outcomes may differ from these estimates. On an ongoing foundation, the Company’s administration evaluates estimates, together with these associated to accounts receivable and allowance for credit score losses, acquired intangible property and goodwill, the helpful lifetime of intangible property, capitalized inside-use software program, property and tools, the incremental borrowing charge for working leases, share- primarily based compensation together with the dedication of the truthful worth of the Company’s share-primarily based awards, the truthful worth of economic property and liabilities, together with the truthful worth of the Private Warrants and spinoff devices, and the valuation of deferred taxes and unsure tax positions. The Company bases these estimates on historic and anticipated outcomes, tendencies and varied different assumptions that it believes are affordable below the circumstances, together with assumptions as to future occasions. Actual outcomes may differ from these estimates.
– 8 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Significant Accounting Policies
The Company’s important accounting insurance policies are mentioned in Note 2, Summary of Significant Accounting Policies, within the Company’s Annual Report on Form 20-F as of and for the yr ended December 31, 2021 as filed with the SEC dated March 24, 2022. There have been no important adjustments to those insurance policies through the three months ended March 31, 2022, besides as famous beneath.
Derivative Financial Instruments
To defend in opposition to the overseas alternate dangers, primarily publicity to adjustments within the alternate charge of the New Israeli Shekel (“NIS”) in opposition to the usdollar which might be related to forecasted future money flows for as much as twelve months, the Company enters into overseas forex ahead contracts with monetary establishments. The Company’s threat administration technique contains using spinoff monetary devices to scale back the volatility of earnings and money flows related to adjustments in overseas forex alternate charges; these spinoff devices are designated as money stream hedges. The Company doesn’t enter into spinoff transactions for buying and selling or speculative functions.
The Company accounts for derivatives and hedging primarily based on ASC 815 (“Derivatives and Hedging”). ASC 815 requires the Company to acknowledge all derivatives on the consolidated steadiness sheets at truthful worth. The accounting for adjustments within the truthful worth (i.e., beneficial properties or losses) of a spinoff instrument relies on their meant use and their designation.
The Company accounts for its spinoff monetary devices as both pay as you go bills and different present property or accrued bills and different present liabilities within the consolidated steadiness sheets at their truthful worth.
Changes within the truthful worth of those derivatives are recorded in gathered different complete loss as a part of shareholders’ fairness within the consolidated steadiness sheets till the forecasted transaction happens. Upon prevalence, the Company reclassifies the associated beneficial properties or losses on the spinoff to the identical monetary assertion line merchandise within the consolidated statements of earnings to which the spinoff relates. In case the Company discontinues money stream hedges, it data the associated quantity in finance earnings (bills), web, on the consolidated statements of earnings.
Recently Issued and Adopted Accounting Pronouncements
In August 2020, FASB issued ASU 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20)” and “Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for sure monetary devices with traits of liabilities and fairness, together with convertible devices and contracts on an entity’s personal fairness. This steering additionally eliminates the treasury inventory technique to calculate diluted earnings per share for convertible devices and requires using the if-transformed technique. The Company adopted the steering on January 1, 2022. The adoption of this ASU had no impression on the Company’s consolidated monetary statements.
– 9 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 3:-
CASH AND CASH EQUIVALENTS
The following desk presents for every reported interval, the breakdown of money and money equivalents:
March 31,
December 31,
2022
2021
Unaudited
Cash
$
146,503
$
137,050
Money market funds
125,072
125,064
Time deposits
6,352
57,205
Total Cash and money equivalents
$
277,927
$
319,319
NOTE 4:-
FAIR VALUE MEASUREMENTS
The Company evaluates property and liabilities topic to truthful worth measurements on a recurring foundation to find out the suitable stage to categorise them for every reporting interval. The Company didn’t have any transfers between truthful worth measurements ranges within the three months ended March 31, 2022.
The following desk units forth the Company’s property and liabilities that had been measured at truthful worth as of March 31, 2022 and December 31, 2021, by stage inside the truthful worth hierarchy:
March 31, 2022
Unaudited
Description:
Level 1
Level 2
Level 3
Total
Assets:
Money market funds
$
125,072
$
–
$
–
$
125,072
Total Assets
$
125,072
$
–
$
–
$
125,072
Liabilities:
Warrants Liability – Public Warrants
$
(5,679
)
$
–
$
–
$
(5,679
)
Warrants Liability – Private Warrants
–
–
(11,506
)
(11,506
)
Derivative monetary devices
–
(230
)
–
(230
)
Total Liabilities
$
(5,679
)
$
(230
)
$
(11,506
)
$
(17,415
)
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 4:-
FAIR VALUE MEASUREMENTS (Cont.)
December 31, 2021
Description:
Level 1
Level 2
Level 3
Total
Assets:
Money market funds
$
125,064
$
–
$
–
$
125,064
Total Assets
$
125,064
$
–
$
–
$
125,064
Liabilities:
Warrants Liability – Public Warrants
$
(8,963
)
$
–
$
–
$
(8,963
)
Warrants Liability – Private Warrants
–
–
(22,264
)
(22,264
)
Total Liabilities
$
(8,963
)
$
–
$
(22,264
)
$
(31,227
)
The Company classifies its cash market funds as Level 1 primarily based on quoted market costs in energetic markets.
The Company measures the truthful worth for Warrants by utilizing a quoted value for the Public Warrants, that are categorised as Level 1, and a Black-Scholes simulation mannequin for the Private Warrants, that are categorised as Level 3, as a result of using unobservable inputs
The key inputs into the Black-Scholes mannequin for the Private Warrants had been as follows:
Input
March 31, 2022
December 31, 2021
Risk-free rate of interest
2.40% – 2.41
%
1.07% – 1.18
%
Expected time period (years)
3.51 – 4.25
3.75 – 4.50
Expected volatility
67.1% – 68.9
%
66.1% – 68.6
%
Exercise value
$
11.50
$
11.50
Underlying Stock Price
$
5.16
$
7.78
The Company’s use of a Black-Scholes mannequin required using subjective assumptions:
●
The threat-free rate of interest assumption was interpolated primarily based on fixed maturity U.S. Treasury charges over a time period commensurate with the anticipated time period of the warrants.
●
The anticipated time period was primarily based on the maturity of the warrants 5 years following June 29, 2021, the Merger Transaction date, and for sure Private Warrants the maturity was decided to be 5 years from the date of the October 1, 2020, ION preliminary public providing efficient date.
●
The anticipated volatility assumption was primarily based on the implied volatility from a set of comparable publicly-traded warrants as decided primarily based on measurement and proximity.
The following desk presents the adjustments within the truthful worth of Warrants legal responsibility:
Input
Private
Warrants
Public
Warrants
Total
Warrants
Fair worth as of December 31, 2021
$
22,264
$
8,963
$
31,227
Change in truthful worth
(10,758
)
(3,284
)
(14,042
)
Fair worth as of March 31, 2022 (unaudited)
$
11,506
$
5,679
$
17,185
– 11 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 5:-
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
As of March 31, 2022, the notional quantities of the Company’s spinoff devices excellent in U.S. {dollars}, that are translated and calculated primarily based on ahead charges, amounted to $55,733.
The Company data all spinoff devices on the consolidated steadiness sheets at truthful worth. The truthful worth of spinoff liabilities as of March 31, 2022, was $230, which had been recorded in accrued bills and different present liabilities within the consolidated interim steadiness sheets.
For the three months ended March 31, 2022 and 2021, the Company recorded a lack of $30 and $0, respectively, associated to spinoff devices designated as hedging devices, within the consolidated interim statements of earnings.
Net unrealized beneficial properties (losses) of overseas forex contracts designated as hedging devices, web of tax, are recorded in gathered different complete earnings (loss).
The adjustments in unrealized beneficial properties (losses) on the Company’s spinoff devices recorded in gathered different complete earnings (loss), web of tax is as follows:
Three months ended
March 31,
2022
2021
Unaudited
Unrealized beneficial properties (losses) on spinoff devices, web of tax, starting of interval
$
–
$
–
Changes in truthful worth of spinoff devices, web of tax
(260
)
–
Reclassification of (beneficial properties) losses into earnings, web of tax
30
–
Unrealized beneficial properties (losses) on spinoff devices, web of tax, finish of interval
$
(230
)
$
–
For the three months ended March 31, 2022 and 2021, the Company recorded unrealized losses of $230 and $0, web of tax impact, within the gathered different complete earnings (loss).
All web deferred losses in gathered different complete earnings (loss) as of March 31, 2022 are anticipated to be acknowledged over the following twelve months as working bills in the identical monetary assertion line merchandise within the consolidated interim statements of earnings to which the spinoff relates.
NOTE 6:-
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The following desk represents the adjustments within the carrying quantities of the Company’s complete goodwill:
Carrying
Amount
Balance as of December 31, 2021
$
550,380
Purchase accounting adjustment (1)
188
Balance as of March 31, 2022 (unaudited)
$
550,568
(1)
Additional cost associated to working capital changes for the Connexity acquisition.
– 12 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 6:-
GOODWILL AND INTANGIBLE ASSETS, NET (Cont.)
Intangible Assets, Net
Definite-lived intangible property, web encompass the next:
Gross Fair
Value
Accumulated
Amortization
Net Book
Value
March 31, 2022 (unaudited)
Merchant/ Network affiliate relationships
$
146,547
$
(18,997
)
$
127,550
Technology
73,403
(6,261
)
36,672
Publisher relationships
42,933
(4,666
)
19,331
Tradenames
23,997
(23,470
)
49,933
Customer relationship
12,256
(10,599
)
1,657
Total
$
299,136
$
(63,993
)
$
235,143
December 31, 2021
Merchant/ Network affiliate relationships
$
146,547
$
(10,879
)
$
135,668
Technology
73,403
(20,616
)
52,787
Publisher relationships
42,933
(3,640
)
39,293
Tradenames
23,997
(2,711
)
21,286
Customer relationship
12,256
(10,367
)
1,889
Total
$
299,136
$
(48,213
)
$
250,923
Amortization bills associated to intangible property amounted to $15,780 and $639 for the three months ended March 31, 2022 and 2021, respectively.
The estimated future amortization expense of particular-lived intangible property as of March 31, 2022 is as follows (unaudited):
Year Ending December 31,
2022 (Remainder)
$
47,590
2023
63,462
2024
60,093
2025
51,031
2026
12,967
Total
$
235,143
– 13 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
Concurrently with the closing of the Connexity Acquisition, on September 1, 2021, the Company entered right into a $300,000 senior secured time period mortgage credit score settlement (the “Credit Agreement”), among the many Company, a completely-owned Company’s subsidiary, as borrower, the lenders celebration thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement supplies for borrowings in an combination principal quantity of as much as $300,000 (the “Facility”).
The Facility was absolutely drawn at closing, web of issuance bills of $11,250, and the proceeds had been utilized by the Company to finance, partly, the Connexity Acquisition.
The Facility is topic to customary borrowing circumstances and bears curiosity at a variable annual charge primarily based on LIBOR or Base Rate plus a set margin. The Facility will mature on the seventh anniversary of the time limit and amortizes at a charge of 1.00% every year payable in equal quarterly installments, with the remaining principal quantity due at maturity.
The Facility is mandatorily prepayable with a portion of the online money proceeds of sure inclinations of property, a portion of Taboola’s extra money stream and the proceeds of incurrences of indebtedness not permitted below the Credit Agreement.
The Credit Agreement additionally accommodates customary representations, covenants and occasions of default. Failure to fulfill the covenants past relevant grace intervals may end in acceleration of excellent borrowings and/or termination of the Facility.
As of March 31, 2022, the overall future principal funds associated to Credit Facilities are as follows (unaudited):
Amount
Year Ending December 31,
2022 (present maturities)
$
3,000
2023
3,000
2024
3,000
2025
3,000
2026
3,000
2027
3,000
2028
280,500
Total
$
298,500
The Facility is assured by the Company and all of its wholly-owned materials subsidiaries, topic to sure exceptions set forth within the Credit Agreement (collectively, the “Guarantors”). The obligations of the Borrower and the Guarantors are secured by considerably all of the property of the Borrower and the Guarantors together with inventory of subsidiaries, topic to sure exceptions set forth within the Credit Agreement.
– 14 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 8:-
SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS
Share Incentive Plans
a.
On November 16, 2021 Tel Aviv District Court Economic Department (the “Israeli Court”) permitted the Company’s movement for a program of as much as $60,000 to be utilized in reference to a web issuance mechanism to fulfill tax withholding obligations associated to fairness-primarily based compensation on behalf of its administrators, officers and different workers and potential future share repurchases (the “Program”). On November 18, 2021 the Company’s board of administrators (the “Board”) granted the Company’s administration the discretion to make the most of the Program with an preliminary finances of as much as $15,000 for a six-month interval following the Board approval. On December 14, 2021, the Company’s shareholders permitted an modification to the Company’s Compensation Policy permitting the Company to implement the online issuance mechanism for ‘Office Holders’ (as outlined within the Israeli Companies Law 5759-1999) grants as properly. The approval by the Israeli Court was restricted to a six (6) month interval.
On March 22, 2022 the Board permitted the submitting of one other movement with the Israeli Court to increase the preliminary approval of the Program. The Company filed the movement with the Israeli Court on April 7, 2022, and is awaiting the Israeli Court’s determination. If obtained, approval by the Israeli Court is anticipated to be restricted to a six (6) month interval. The Company expects to make successive requests to the Israeli Court for comparable approvals.
For the three months ended March 31, 2022 the Company utilized the online issuance mechanism in reference to fairness-primarily based compensation for sure Office Holders, which resulted in a tax
– 15 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 8:-
SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS (Cont.)
withholding cost by the Company of $1,845 which was recorded as a discount of extra paid-in capital.
b.
The following is a abstract of share possibility exercise and associated data for the intervals by way of March 31, 2022 (together with workers, administrators, officers and consultants of the Company):
Outstanding Share
Options
Weighted Average
Exercise
Price
Weighted Average Remaining Contractual
Life (Years)
Aggregate
Intrinsic
Value
Balance as of December 31, 2021
47,532,923
$
2.64
5.73
$
247,734
Granted
20,000
6.52
Exercised
(2,707,283
)
1.50
Forfeited
(382,222
)
5.92
Balance as of March 31, 2022 (unaudited)
44,463,418
2.68
5.60
134,744
Exercisable as of March 31, 2022 (unaudited)
32,363,095
$
1.58
4.42
$
118,007
The combination intrinsic worth within the desk above represents the overall intrinsic worth that may have been acquired by the choice holders had all possibility holders exercised their choices on the final date of the interval.
The weighted-common grant date truthful worth of choices granted through the three months ended March 31 2022, was $6.52.
As of March 31, 2022, unrecognized share-primarily based compensation price associated to unvested share choices was $32,415, which is anticipated to be acknowledged over a weighted-common interval of two.95 years.
c.
The following is a abstract of the RSU exercise and associated data for the intervals by way of March 31, 2022 (together with workers of the Company):
Outstanding
Restricted Shares
Unit
Weighted Average
Grant Date Fair
Value Per Share
Balance as of December 31, 2021
21,613,189
$
8.16
Granted
10,758,110
6.49
Vested (*)
(2,077,835
)
6.68
Forfeited
(696,605
)
7.36
Balance as of March 31, 2022 (unaudited)
29,596,859
$
7.38
(*)
A portion of the shares that vested had been netted out to fulfill the tax obligations of the recipients. During the three months ended March 31, 2022, a complete of 332,949 RSUs had been canceled to fulfill tax obligations, leading to web issuance of 333,828 shares.
– 16 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 8:
SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS (Cont.)
The weighted-common grant date truthful worth of RSUs granted through the three months ended March, 31, 2022 was $6.49.
As of March 31, 2022, unrecognized share-primarily based compensation price associated to unvested RSUs was $26,506, which is anticipated to be acknowledged over a weighted-common interval of three.66 years.
The complete share-primarily based compensation expense associated to the entire Company’s share-primarily based awards acknowledged for the three months ended March 31, 2022 2021, was comprised as follows:
Three months ended
March 31,
2022
2021
Unaudited
Cost of revenues
$
703
$
125
Research and improvement
6,102
3,438
Sales and advertising
5,300
1,131
General and administrative
7,724
437
Total share-primarily based compensation expense
$
19,829
$
5,131
The Company’s efficient tax charge is extremely dependent upon the geographic distribution of its worldwide earnings or losses and tax laws. The Company’s efficient tax charges had been (-11.2%) and 11% for the three months ended March 31, 2022 and March 31, 2021, respectively. The distinction between the Company’s efficient tax charge and the 23% statutory charge in Israel for the three months ended March 31, 2022, resulted primarily from tax advantages related from losses incurred within the U.S. partly offset by tax bills in different jurisdictions.
NOTE 10:-
COMMITMENTS AND CONTINGENCIES
Commercial Commitments
In the peculiar course of the enterprise, the Company enters into agreements with sure digital properties, below which, in some instances it agrees to pay them a assured quantity, usually per thousand web page views on a month-to-month foundation. These agreements may trigger a gross loss on digital property accounts during which the assure is increased than the precise income generated. These contracts usually vary in length from 2 to five years, although some may be shorter or longer.
Non-cancelable Purchase Obligations
In the traditional course of enterprise, the Company enters into non-cancelable buy commitments with varied events to buy primarily software program and IT associated-primarily based providers. As of March 31, 2022, the Company had excellent non-cancelable buy obligations within the quantity of $18,543.
– 17 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 10:-
COMMITMENTS AND CONTINGENCIES (Cont.)
Legal Proceedings
a.
In October 2019, one of many Company’s digital properties (the “Digital Property”) filed a declare in opposition to the Company within the Paris Commercial Court for roughly $706 (the “Claim”). According to the Claim, the Company allegedly has didn’t pay sure minimal assure funds for the years 2016 to 2019. It is the Company’s place that there aren’t any deserves to the Claim as a result of the Digital Property didn’t act in accordance with the settlement and a counterclaim within the quantity of $1,970 was filed by the Company for a refund of sure compensation that was paid. A digital trial befell on February 24, 2021, and the Paris Commercial Court dismissed Digital property claims and ordered them to pay an quantity of approximate $12 in prices to Taboola. On June 1, 2021, the Digital Property filed an attraction in opposition to the choice of the Paris Commercial Court, and their appellate briefs in early September. Taboola filed its response to those claims on January 31, 2022. Digital Property replied on April 29, 2022. The court docket has set March 2, 2023 as the top of the instruction interval and May 10, 2023 for the trial.
b.
In April 2021, the Company turned conscious that the Antitrust Division of the U.S. Department of Justice is conducting a prison investigation of hiring actions within the Company’s business, together with the Company. The Company is cooperating with the Antitrust Division. While there may be no assurances as to the last word final result, the Company doesn’t imagine that its conduct violated relevant regulation.
c.
In the peculiar course of enterprise, the Company could also be topic every now and then to varied proceedings, lawsuits, disputes, or claims. The Company investigates these claims as they come up and file a provision, as essential. Provisions are reviewed and adjusted to mirror the impression of negotiations, estimated settlements, authorized rulings, recommendation of authorized counsel and different data and occasions pertaining to a selected matter. Although claims are inherently unpredictable, the Company is at the moment not conscious of any issues that, it believes would individually or taken collectively, have a fabric antagonistic impact on its enterprise, monetary place, outcomes of operations, or money flows.
NOTE 11:-
GEOGRAPHIC INFORMATION
The following desk represents complete income by geographic space primarily based on the advertisers’ billing deal with:
Three months ended
March 31,
2022
2021
Unaudited
Israel
$
50,694
$
34,537
United Kingdom
18,544
15,516
United States
134,686
123,307
Germany
38,392
33,669
France
13,763
16,004
Rest of the World
98,647
79,917
Total
$
354,726
$
302,950
– 18 –
TABOOLA.COM LTD.
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
U.S. {dollars} in hundreds, besides share and per share information
NOTE 12:-
NET INCOME PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
The following desk units forth the computation of primary and diluted web incomeper share attributable to peculiar shareholders for the intervals introduced:
Three months ended
March 31,
2022
2021
Unaudited
Basic web earnings per share
Numerator:
Net earnings
$
3,888
$
18,587
Less: Undistributed earnings allotted to taking part securities
–
(5,915
)
Net earnings attributable to peculiar shares – primary
$
3,888
$
12,672
Denominator:
Weighted-average shares utilized in computing web earnings per share attributable to peculiar shareholders, primary
247,378,428
44,141,227
Net earnings per share attributable to peculiar shareholders, primary
$
0.02
$
0.29
Diluted web earnings per share
Numerator:
Net earnings attributable to peculiar shares – diluted
$
3,888
$
12,672
Denominator:
Weighted-average shares utilized in computing web earnings per share attributable to peculiar shareholders, primary
247,378,428
44,141,227
Weighted common impact of dilutive securities-impact of share-primarily based awards
12,658,506
30,990,601
Weighted-average shares utilized in computing web earnings per share attributable to peculiar shareholders, diluted
260,036,934
75,131,828
Net earnings per share attributable to peculiar shareholders, diluted
$
0.01
$
0.17
The potential shares of peculiar shares that had been excluded from the computation of diluted web loss per share attributable to peculiar shareholders for the intervals introduced as a result of together with them would have been anti-dilutive are as follows:
Three months ended
March 31,
2022
2021
Unaudited
Warrants
12,349,990
–
RSU’s
10,645,660
–
Outstanding share choices
20,000
–
Issuable peculiar shares associated to enterprise mixture below holdback association
3,681,030
–
– 19 –
Disclaimer
Taboola.com Ltd. revealed this content material on 20 May 2022 and is solely liable for the data contained therein. Distributed by Public, unedited and unaltered, on 20 May 2022 20:25:04 UTC.
Publicnow 2022
All information about TABOOLA.COM LTD.
Analyst Recommendations on TABOOLA.COM LTD.
Sales 2022
1 528 M
–
–
Net earnings 2022
-23,7 M
–
–
Net Debt 2022
56,0 M
–
–
P/E ratio 2022
-35,7x
Yield 2022
–
Capitalization
796 M
796 M
–
EV / Sales 2022
0,56x
EV / Sales 2023
0,44x
Nbr of Employees
1 800
Free-Float
83,3%
Duration :
Auto.
2 months
3 months
6 months
9 months
1 yr
2 years
5 years
10 years
Max.
Period :
Day
Week
Technical evaluation tendencies TABOOLA.COM LTD.
Short TermMid-Time periodLong TermTrendsBearishBearishBearish
Income Statement Evolution
SellBuy
Mean consensus
BUY
Number of Analysts
7
Last Close Price
3,33 $
Average goal value
6,93 $
Spread / Average Target
108%
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