Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity File Number | 001-40566 | |
Entity Registrant Name | TABOOLA.COM LTD. | |
Entity Central Index Key | 0001840502 | |
Entity Incorporation, State or Country Code | L3 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 16 Madison Square West | |
Entity Address, Address Line Two | 7th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | 212 | |
Local Phone Number | 206-7633 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Ordinary shares, no par value | |
Trading Symbol | TBLA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 298,239,500 | |
Warrants [Member] | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase Ordinary shares | |
Trading Symbol | TBLAW | |
Security Exchange Name | NASDAQ | |
Non-Voting Ordinary Shares [Member] | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 45,198,702 |
CONSOLIDATED INTERIM BALANCE SH
CONSOLIDATED INTERIM BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 238,259 | $ 165,893 |
Short-term investments | 12,467 | 96,914 |
Restricted deposits | 1,487 | 750 |
Trade receivables (net of allowance for credit losses of $10,794 and $6,748 as of September 30, 2023 and December 31, 2022, respectively) | 232,118 | 256,708 |
Prepaid expenses and other current assets | 71,549 | 73,643 |
Total current assets | 555,880 | 593,908 |
NON-CURRENT ASSETS | ||
Long-term prepaid expenses | 40,854 | 42,945 |
Commercial agreement asset | 289,451 | 0 |
Restricted deposits | 4,111 | 4,059 |
Deferred tax assets, net | 3,467 | 3,821 |
Operating lease right of use assets | 65,003 | 66,846 |
Property and equipment, net | 75,792 | 73,019 |
Intangible assets, net | 141,235 | 189,156 |
Goodwill | 555,931 | 555,869 |
Total non-current assets | 1,175,844 | 935,715 |
Total assets | 1,731,724 | 1,529,623 |
CURRENT LIABILITIES | ||
Trade payables | 252,727 | 247,504 |
Short-term operating lease liabilities | 19,015 | 14,753 |
Accrued expenses and other current liabilities | 108,229 | 102,965 |
Current maturities of long-term loan | 53,000 | 3,000 |
Total current liabilities | 432,971 | 368,222 |
LONG-TERM LIABILITIES | ||
Long-term loan, net of current maturities | 141,829 | 223,049 |
Long-term operating lease liabilities | 52,232 | 57,928 |
Warrants liability | 6,023 | 6,756 |
Deferred tax liabilities, net | 25,560 | 34,133 |
Other long-term liabilities | 6,000 | 5,000 |
Total long-term liabilities | 231,644 | 326,866 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares | 0 | 0 |
Treasury Ordinary shares, at cost - 6,672,915 and 0 shares as of September 30, 2023 and December 31, 2022, respectively | (23,157) | 0 |
Additional paid-in capital | 1,244,667 | 903,789 |
Accumulated other comprehensive loss | (218) | (834) |
Accumulated deficit | (154,183) | (68,420) |
Total shareholders' equity | 1,067,109 | 834,535 |
Total liabilities and shareholders' equity | 1,731,724 | 1,529,623 |
Non-Voting Ordinary Shares [Member] | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares | $ 0 | $ 0 |
CONSOLIDATED INTERIM BALANCE _2
CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Trade receivables, allowance for credit losses | $ 10,794 | $ 6,748 |
SHAREHOLDERS' EQUITY | ||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Ordinary shares, shares issued (in shares) | 300,692,928 | 254,133,863 |
Ordinary shares, shares outstanding (in shares) | 300,692,928 | 254,133,863 |
Treasury ordinary shares (in shares) | 6,672,915 | 0 |
Non-Voting Ordinary Shares [Member] | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized (in shares) | 46,000,000 | 46,000,000 |
Ordinary shares, shares issued (in shares) | 45,198,702 | 0 |
Ordinary shares, shares outstanding (in shares) | 45,198,702 | 0 |
CONSOLIDATED INTERIM STATEMENTS
CONSOLIDATED INTERIM STATEMENTS OF LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED INTERIM STATEMENTS OF LOSS [Abstract] | ||||
Revenues | $ 360,221 | $ 332,462 | $ 1,019,911 | $ 1,029,883 |
Cost of revenues: | ||||
Traffic acquisition cost | 231,786 | 203,125 | 652,602 | 619,109 |
Other cost of revenues | 27,776 | 26,649 | 80,001 | 79,695 |
Total cost of revenues | 259,562 | 229,774 | 732,603 | 698,804 |
Gross profit | 100,659 | 102,688 | 287,308 | 331,079 |
Operating expenses: | ||||
Research and development | 35,890 | 36,237 | 101,876 | 100,728 |
Sales and marketing | 59,664 | 63,216 | 181,431 | 190,989 |
General and administrative | 23,839 | 24,685 | 76,533 | 78,062 |
Total operating expenses | 119,393 | 124,138 | 359,840 | 369,779 |
Operating loss | (18,734) | (21,450) | (72,532) | (38,700) |
Finance income (expenses), net | (4,402) | (3,570) | (11,383) | 12,389 |
Loss before income taxes expenses | (23,136) | (25,020) | (83,915) | (26,311) |
Income tax expenses | 0 | (1,006) | (1,848) | (848) |
Net loss | $ (23,136) | $ (26,026) | $ (85,763) | $ (27,159) |
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share) | $ (0.07) | $ (0.1) | $ (0.25) | $ (0.11) |
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share) | $ (0.07) | $ (0.1) | $ (0.25) | $ (0.11) |
CONSOLIDATED INTERIM STATEMEN_2
CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||||
Net loss | $ (23,136) | $ (26,026) | $ (85,763) | $ (27,159) |
Other comprehensive income (loss): | ||||
Unrealized gains (losses) on available-for-sale marketable securities | 46 | (445) | 503 | (704) |
Unrealized gains (losses) on derivative instruments, net | 570 | 1,504 | 113 | (2,020) |
Other comprehensive income (loss) | 616 | 1,059 | 616 | (2,724) |
Comprehensive loss | $ (22,520) | $ (24,967) | $ (85,147) | $ (29,883) |
CONSOLIDATED INTERIM STATEMEN_3
CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary Shares [Member] | Ordinary Shares [Member] Non-Voting Ordinary Shares [Member] | Treasury Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Total |
Beginning balance at Dec. 31, 2021 | $ 0 | $ 824,016 | $ (56,445) | $ 0 | $ 767,571 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 234,031,749 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expenses | 60,431 | 60,431 | |||||
Exercise of options and vested RSUs | 7,508 | 7,508 | |||||
Exercise of options and vested RSUs (in shares) | 12,089,665 | ||||||
Connexity issuance of Holdback | 0 | ||||||
Connexity issuance of Holdback (in shares) | 1,227,010 | ||||||
Payments of tax withholding for share-based compensation | (4,110) | (4,110) | |||||
Other comprehensive income (loss) | (2,724) | (2,724) | |||||
Net loss | (27,159) | (27,159) | |||||
Ending balance at Sep. 30, 2022 | $ 0 | 887,845 | (83,604) | (2,724) | 801,517 | ||
Ending balance (in shares) at Sep. 30, 2022 | 247,348,424 | ||||||
Beginning balance at Jun. 30, 2022 | $ 0 | 869,201 | (57,578) | (3,783) | 807,840 | ||
Beginning balance (in shares) at Jun. 30, 2022 | 240,679,908 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expenses | 19,150 | 19,150 | |||||
Exercise of options and vested RSUs | 1,419 | 1,419 | |||||
Exercise of options and vested RSUs (in shares) | 5,441,506 | ||||||
Connexity issuance of Holdback | 0 | ||||||
Connexity issuance of Holdback (in shares) | 1,227,010 | ||||||
Payments of tax withholding for share-based compensation | (1,925) | (1,925) | |||||
Other comprehensive income (loss) | 1,059 | 1,059 | |||||
Net loss | (26,026) | (26,026) | |||||
Ending balance at Sep. 30, 2022 | $ 0 | 887,845 | (83,604) | (2,724) | 801,517 | ||
Ending balance (in shares) at Sep. 30, 2022 | 247,348,424 | ||||||
Beginning balance at Dec. 31, 2022 | $ 0 | $ 0 | $ 0 | 903,789 | (68,420) | (834) | 834,535 |
Beginning balance (in shares) at Dec. 31, 2022 | 254,133,863 | 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expenses | 50,599 | 50,599 | |||||
Repurchase of Ordinary Shares | $ (23,157) | (23,157) | |||||
Repurchase of Ordinary Shares (in shares) | (6,672,915) | ||||||
Exercise of options and vested RSUs | 5,429 | 5,429 | |||||
Exercise of options and vested RSUs (in shares) | 12,543,489 | ||||||
Connexity issuance of Holdback | 0 | ||||||
Connexity issuance of Holdback (in shares) | 1,162,800 | ||||||
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement | 288,063 | 288,063 | |||||
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement (in shares) | 39,525,691 | 45,198,702 | |||||
Payments of tax withholding for share-based compensation | (3,213) | (3,213) | |||||
Other comprehensive income (loss) | 616 | 616 | |||||
Net loss | (85,763) | (85,763) | |||||
Ending balance at Sep. 30, 2023 | $ 0 | $ 0 | $ (23,157) | 1,244,667 | (154,183) | (218) | 1,067,109 |
Ending balance (in shares) at Sep. 30, 2023 | 300,692,928 | 45,198,702 | |||||
Beginning balance at Jun. 30, 2023 | $ 0 | $ 0 | (4,358) | 1,226,572 | (131,047) | (834) | 1,090,333 |
Beginning balance (in shares) at Jun. 30, 2023 | 300,637,035 | 45,198,702 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based compensation expenses | 16,650 | 16,650 | |||||
Repurchase of Ordinary Shares | $ (18,799) | (18,799) | |||||
Repurchase of Ordinary Shares (in shares) | (5,230,915) | ||||||
Exercise of options and vested RSUs | 2,750 | 2,750 | |||||
Exercise of options and vested RSUs (in shares) | 4,705,408 | ||||||
Connexity issuance of Holdback | 0 | ||||||
Connexity issuance of Holdback (in shares) | 581,400 | ||||||
Payments of tax withholding for share-based compensation | (1,305) | (1,305) | |||||
Other comprehensive income (loss) | 616 | 616 | |||||
Net loss | (23,136) | (23,136) | |||||
Ending balance at Sep. 30, 2023 | $ 0 | $ 0 | $ (23,157) | $ 1,244,667 | $ (154,183) | $ (218) | $ 1,067,109 |
Ending balance (in shares) at Sep. 30, 2023 | 300,692,928 | 45,198,702 |
CONSOLIDATED INTERIM STATEMEN_4
CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (85,763) | $ (27,159) |
Adjustments to reconcile net loss to net cash flows provided by operating activities: | ||
Depreciation and amortization | 70,709 | 68,711 |
Share-based compensation expenses | 48,868 | 58,971 |
Net loss from financing expenses | 1,269 | 7,733 |
Revaluation of the Warrants liability | (733) | (26,988) |
Amortization of loan and credit facility issuance costs | 1,220 | 1,006 |
Amortization of premium and accretion of discount on short-term investments, net | (923) | (322) |
Change in operating assets and liabilities: | ||
Decrease in trade receivables, net | 24,590 | 60,672 |
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses | 2,554 | (13,921) |
Increase (decrease) in trade payables | 2,222 | (54,659) |
Increase (decrease) in accrued expenses and other current liabilities and other long-term liabilities | 5,377 | (25,516) |
Decrease in deferred taxes, net | (8,218) | (9,676) |
Change in operating lease right of use assets | 12,447 | 11,536 |
Change in operating lease liabilities | (12,038) | (16,962) |
Net cash provided by operating activities | 61,581 | 33,426 |
Cash flows from investing activities | ||
Purchase of property and equipment, including capitalized internal-use software | (19,839) | (28,476) |
Cash paid in connection with acquisitions, net of cash acquired | 0 | (7,981) |
Proceeds from (investment in) restricted deposits | (594) | 98 |
Proceeds from sales and maturities of short-term investments | 107,669 | 6,160 |
Purchase of short-term investments | (21,991) | (126,382) |
Net cash provided by (used in) investing activities | 65,245 | (156,581) |
Cash flows from financing activities | ||
Exercise of options and vested RSUs | 5,429 | 7,467 |
Payment of tax withholding for share-based compensation expenses | (3,213) | (4,110) |
Repurchase of Ordinary shares | (23,157) | 0 |
Repayment of long-term loan | (32,250) | (2,250) |
Costs associated with entering into a revolving credit facility | 0 | (1,061) |
Net cash provided by (used in) financing activities | (53,191) | 46 |
Exchange rate differences on balances of cash and cash equivalents | (1,269) | (7,733) |
Increase (decrease) in cash and cash equivalents | 72,366 | (130,842) |
Cash and cash equivalents - at the beginning of the period | 165,893 | 319,319 |
Cash and cash equivalents - at end of the period | 238,259 | 188,477 |
Cash paid during the year for: | ||
Income taxes | 9,935 | 22,599 |
Interest | 14,580 | 15,094 |
Non-cash investing and financing activities: | ||
Purchase of property and equipment, including capitalized internal-use software | 5,694 | 2,764 |
Share-based compensation included in capitalized internal-use software | 1,731 | 1,460 |
Creation of operating lease right-of-use assets | $ 10,604 | $ 11,648 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2023 | |
GENERAL [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Taboola.com Ltd. (together with its subsidiaries, the “Company” or “Taboola”) was incorporated under the laws of the state of Israel on September 3, 2006. Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed since the Company began operations in 2007. Taboola partners with websites, devices, and mobile apps (collectively referred to as “digital properties”), to recommend editorial content and advertisements on the Open Web. Digital properties use Taboola’s technology platforms to achieve their business goals, such as driving new audiences to their sites and apps or increasing engagement with existing audiences. Taboola also provides monetization opportunities to digital properties by surfacing paid recommendations by advertisers. Taboola is a business-to-business company with no competing consumer interests. Taboola empowers advertisers to leverage its proprietary AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad-formats across digital properties. As part of the Company e-Commerce offerings, it also syndicates its retailer advertisers’ monetized product listings and links (clickable advertisements) into commerce content-oriented consumer experiences on both the Open Web and within the dominant traditional ad platforms. Taboola generates revenues when people (consumers) click on, purchase from or, in some cases, view the ads that appear within its recommendation platform. The Company’s customers are the advertisers, merchants and affiliate networks that advertise on the Company’s platform (“Advertisers”). Advertisers pay Taboola for those clicks, purchases or impressions, and Taboola shares a portion of the resulting revenue with the digital properties who display those ads. b. In November 2022, the Company announced it entered into a 30-year exclusive commercial agreement (the “Commercial agreement”) with Yahoo Inc. and affiliated entities (“Yahoo”), under which Taboola will power native advertising across all of Yahoo’s digital properties, expanding the Company’s native advertising offering. In connection with this transaction, and following approval by the Company’s shareholders on December 30, 2022, the articles of association of the Company were amended and restated (the “Articles”) in their entirety to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. On January 17, 2023 (the “Transaction closing date”), the Company closed the transaction related agreements, including the issuance of 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo. Based on the closing share price, on January 17, 2023, of $3.4 per share, the aggregate fair value of the issued shares amounted to $288,063. As part of the Ordinary and Non-voting Ordinary shares issuance, the Company incurred $1,388 issuance expenses. The Non-voting Ordinary shares are not entitled to vote on or receive notices with respect to any matter pursuant to our Articles and are not entitled to vote or to be counted for purposes of determining whether any vote required under the Articles has been approved by the requisite percentage of voting securities or to be counted towards any quorum required pursuant to the Articles. Except with respect to the voting rights and to the rights to receive notice of meetings of the shareholders, the Non-voting Ordinary shares have rights identical to the rights of Ordinary shares. In connection with the transaction, the Company and Yahoo entered into an Investor Rights Agreement, under which, inter alia, Yahoo is entitled, in certain circumstances, to cause the Company to register the Ordinary shares issued to Yahoo for resale under the Securities Act of 1933, as amended. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on March 13, 2023. In the opinion of the Company’s management, the unaudited consolidated interim financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s unaudited interim consolidated financial statements. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or any other future interim or annual period. Use of Estimates The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of its Commercial agreement asset, property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of marketable securities, Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. As of September 30, 2023, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors, such as rising interest rates, inflation and changes in foreign currency exchange rates, continue to evolve. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, as filed with the SEC on March 13, 2023. There have been no significant changes to these policies during the nine months ended September 30, 2023, except as noted below. Treasury Ordinary Shares The Company Reclassification Certain amounts in the corresponding prior periods have been reclassified to conform with the current year’s presentation. Such reclassifications did not affect net loss, changes in the shareholders’ equity or cash flows. |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 9 Months Ended |
Sep. 30, 2023 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
CASH AND CASH EQUIVALENTS | NOTE 3:- CASH AND CASH EQUIVALENTS The following table presents for each reported period, the breakdown of cash and cash equivalents: September 30 December 31, 2023 2022 Unaudited Cash $ 113,350 $ 142,127 Money market accounts and funds 120,334 22,583 Time deposits 4,575 1,183 Total Cash and cash equivalents $ 238,259 $ 165,893 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 4:- FAIR VALUE MEASUREMENTS The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. The Company did not have any transfers between fair value measurements levels in the nine months ended September 30, 2023. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of September 30, 2023 and December 31, 2022, by level within the fair value hierarchy: Fair value measurements as of Description Fair Value Hierarchy September 30 2023 December 31, 2022 Unaudited Assets: Cash equivalents: Money market accounts and funds Level 1 $ 120,334 $ 22,583 Short-term investments: Corporate debt securities Level 2 $ 7,932 $ 21,636 Commercial paper Level 2 $ 4,535 $ 8,565 U.S. government treasuries Level 2 $ — $ 46,222 U.S. agency bonds Level 2 $ — $ 20,491 Liabilities: Warrants liability: Public Warrants Level 1 $ (3,734 ) $ (2,856 ) Private Warrants Level 3 $ (2,289 ) $ (3,900 ) Derivative instruments liability: Derivative instruments designated as cash flow hedging instruments Level 2 $ (200 ) $ (313 ) The Company classifies its money market accounts and funds as Level 1 based on quoted market prices in active markets. The Company classifies its U.S. government treasuries, corporate debt securities, commercial paper, U.S. agency bonds and derivative financial instruments within Level 2 as they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company measures the fair value for Warrants by using a quoted price for the Public Warrants, which are classified as Level 1, and a Black-Scholes simulation model for the Private Warrants, which are classified as Level 3, due to the use of unobservable inputs. The key inputs into the Black-Scholes model for the Private Warrants were as follows: Input September 30 2023 December 31, 2022 Risk-free interest rate 4.74% - 4.91 % 4.08% - 4.18 % Expected term (years) 2.01 - 2.75 2.75 - 3.50 Expected volatility 66.0% - 69.0 % 67.5% - 69.3 % Exercise price $ 11.50 $ 11.50 Underlying share price $ 3.79 $ 3.08 The Company’s use of a Black-Scholes model required the use of subjective assumptions: ● The risk-free interest rate assumption was interpolated based on constant maturity U.S. Treasury rates over a term commensurate with the expected term of the Private Warrants. ● The expected term was based on the maturity of the Private Warrants of five years following June 29, 2021, the Business Combination date (as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 13, 2023), and for certain Private Warrants the maturity date was determined to be five years from October 1, 2020, ION initial public offering effective date. ● The expected share volatility assumption was based on the implied volatility from a set of comparable publicly-traded companies as determined based on size and proximity. The following table presents the changes in the fair value of Warrants liability: Private Public Total Input Warrants Warrants Warrants Fair value as of December 31, 2022 $ 3,900 $ 2,856 $ 6,756 Change from private to public holdings (1,714 ) 1,714 — Change in fair value 103 (836 ) (733 ) Fair value as of September 30 2023 $ 2,289 $ 3,734 $ 6,023 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
SHORT-TERM INVESTMENTS [Abstract] | |
SHORT-TERM INVESTMENTS | NOTE 5:- SHORT-TERM INVESTMENTS The following is a summary of available-for-sale marketable securities: September 30, 2023 Unaudited Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 7,943 $ — $ (11 ) $ 7,932 Commercial paper 4,542 — (7 ) 4,535 Total $ 12,485 $ — $ (18 ) $ 12,467 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasuries $ 46,452 $ — $ (230 ) $ 46,222 Corporate debt securities 21,762 — (126 ) 21,636 U.S. agency bonds 20,622 — (131 ) 20,491 Commercial paper 8,599 — (34 ) 8,565 Total $ 97,435 $ — $ (521 ) $ 96,914 As of September 30, 2023, the Company had no significant unrealized losses related to marketable securities (which were accumulated in a period of less than 12 months) and determined the unrealized losses are not due to credit related losses, therefore, the Company did not record an allowance for credit losses for its available-for-sale marketable securities. As of September 30, 2023, all of the Company’s available-for-sale marketable securities were due within one year. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 9 Months Ended |
Sep. 30, 2023 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 6:- DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company enters into foreign currency forward contracts and put and call options with financial institution s As of September 30, 2023 and December 31, 2022, the notional amounts of the Company’s derivative instruments designated as cash flow hedging instruments outstanding are in U.S. dollars amounted to $4,415 and $38,669, respectively. Gross notional amounts do not quantify risk or represent assets or liabilities of the Company but are used in the calculation of settlements under the contracts. The Company records all cash flow hedging instruments on the consolidated balance sheets at fair value. The fair value of cash flow hedging instruments recorded as liabilities were $200 and $313 as of September 30, 2023 and December 31, 2022, respectively, which were recorded in accrued expenses and other current liabilities in the consolidated interim balance sheet. The changes related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three and nine months ended September 30, 2023 and 2022, were as follows: Reclassification of losses into loss from accumulated other comprehensive loss Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 60 $ 145 $ 142 $ 290 Research and development 627 992 1,478 1,971 Sales and marketing 114 190 270 376 General and administrative 117 165 270 329 Total losses recognized in the consolidated interim statements of loss $ 918 $ 1,492 $ 2,160 $ 2,966 Effect of Foreign Currency Contracts on Accumulated Other Comprehensive Loss Net unrealized losses of foreign currency contracts designated as cash flow hedging instruments are recorded in accumulated other comprehensive loss. The changes in unrealized losses on the Company’s derivative instruments recorded in accumulated other comprehensive loss were as follows: Nine months ended September 30, 2023 2022 Unaudited Unrealized losses on derivative instruments at the beginning of the period $ (313 ) $ — Changes in fair value of derivative instruments (2,047 ) (4,986 ) Reclassification of losses recognized in the consolidated interim statements of loss from accumulated other comprehensive loss 2,160 2,966 Unrealized losses on derivative instruments at the end of the period $ (200 ) $ (2,020 ) All net deferred losses in accumulated other comprehensive losses as of September 30, 2023, are expected to be recognized over the next twelve months as operating expenses in the same financial statement line item in the consolidated interim statements of loss to which the derivative relates. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2023 | |
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 7 :- GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following table represents the changes in the carrying amounts of the Company’s total goodwill: Carrying Amount Balance as of December 31, 2022 $ 555,869 Purchase accounting adjustment 62 Balance as of September 30, 2023 (unaudited) $ 555,931 Intangible Assets, Net The following is a summary of definite-lived intangible assets, net as of September 30, 2023 (unaudited): Gross Carrying Amount Accumulated Amortization Net Book Value Merchant / Network affiliate relationships $ 146,547 $ (67,846 ) $ 78,701 Technology 74,193 (40,654 ) 33,539 Publisher relationships 42,933 (22,361 ) 20,572 Tradenames 24,097 (16,727 ) 7,370 Customer relationships 13,146 (12,093 ) 1,053 Total $ 300,916 $ (159,681 ) $ 141,235 The following is a summary of definite-lived intangible assets, net as of December 31, 2022: Gross Carrying Amount Accumulated Amortization Net Book Value Merchant / Network affiliate relationships $ 146,547 $ (43,421 ) $ 103,126 Technology 74,193 (32,042 ) 42,151 Publisher relationships 42,933 (14,311 ) 28,622 Tradenames 24,097 (10,689 ) 13,408 Customer relationships 13,156 (11,307 ) 1,849 Total $ 300,926 $ (111,770 ) $ 189,156 Amortization expenses for intangible assets were $15,980 and $15,983, for the three months ended September 30, 2023 and 2022, respectively, and $47,911 and $47,591, for the nine months ended September 30, 2023 and 2022, respectively. The estimated future amortization expense of definite-lived intangible assets as of September 30, 2023, is as follows (unaudited): Year Ending December 31, 2023 (Remainder) $ 15,974 2024 60,519 2025 51,407 2026 13,244 2027 91 Total $ 141,235 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FINANCING ARRANGEMENTS [Abstract] | |
FINANCING ARRANGEMENTS | NOTE 8:- FINANCING ARRANGEMENTS Long-term loan Concurrently with the closing of the Connexity Acquisition, on September 1, 2021, the Company entered into a $300,000 senior secured term loan credit agreement (the “Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary (the “Borrower”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for borrowings in an aggregate principal amount of up to $300,000 (the “Facility”). The Facility was fully drawn at closing, net of issuance expenses of $11,250, and the proceeds were used by the Company to finance a portion of the Connexity Acquisition. The Facility is subject to customary borrowing conditions. In accordance with the terms of the Credit Agreement, the Credit Agreement was amended on June 12, 2023, to replace LIBOR with SOFR and accordingly the Facility bears interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The Facility will mature on the seven The Facility is mandatorily prepayable with a portion of the net cash proceeds of certain dispositions of assets, a portion of Taboola’s excess cash flow and the proceeds of incurrences of indebtedness not permitted under the Credit Agreement. The Credit Agreement also contains customary representations, covenants and events of default. Failure to meet the covenants beyond applicable grace periods could result in acceleration of outstanding borrowings and/or termination of the Facility. As of September 30, 2023, the Company was in compliance with the Facility covenants. In April 2023, the Company voluntarily prepaid $30,000 and in October 2023, subsequent to the balance sheet date, the Company voluntarily prepaid an additional $50,000 of the principal amount of the outstanding debt under the Credit Agreement. As of September 30, 2023, the total future principal payments related to Facility loan are as follows: Amount Year Ending December 31, 2023 (current maturities) $ 50,750 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 139,985 Total $ 202,735 The Facility is guaranteed by the Company and all of its wholly-owned material subsidiaries, subject to certain exceptions set forth in the Credit Agreement (collectively, the “Guarantors”). The obligations of the Borrower and the Guarantors are secured by substantially all the assets of the Borrower and the Guarantors including shares of subsidiaries, subject to certain exceptions set forth in the Credit Agreement. The total interest expenses, including issuance costs amortization, recognized in connection with the long-term loan were $5,141 and $5,028 for the three months ended September 30, 2023 and 2022, respectively, and $15,641 and $12,700 for the nine months ended September 30, 2023 and 2022, respectively. The long-term loan interest and issuance costs amortization, included as interest expenses, are recognized through the remaining term of the Credit agreement using the effective interest rate. Revolving Credit Agreement On August 9, 2022, the Company amended its Credit Agreement to provide for a five-year senior secured revolving credit facility (the “Revolving Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary (the “Borrower”), and the lenders party thereto, with Citibank N.A., as lead arranger and JPMorgan Chase Bank, N.A., as administrative agent. The Revolving Credit Agreement provides for revolving loans in an aggregate committed principal amount of up to $90,000 (the “Revolving Loans”). Certain representations, events of default and covenants of the Revolving Credit Agreement are substantially the same as those in the Credit Agreement. However, the Revolving Credit Agreement contains a financial covenant requiring the Company to maintain a Total Net Leverage Ratio (as defined in the Credit Agreement) as at the last day of each fiscal quarter. Borrowings under the Revolving Credit Agreement are subject to customary conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The lenders under the Credit Agreement and the lenders under the Revolving Credit Agreement are secured by the same collateral, including substantially all the assets of the Borrower and the Guarantors (as defined in the Credit Agreement) including shares of subsidiaries, subject to certain exceptions in the governing documents. The proceeds of any Revolving Loans may be used for the working capital, capital expenditures and other general corporate purposes of Taboola and its subsidiaries and may also be used for Restricted Payments, Investments (including permitted acquisitions) and Restricted Debt Payments (each, as defined in the Credit Agreement) to the extent permitted under the Credit Agreement. As of September 30, 2023, the Company was in compliance with the financial covenants and had no outstanding borrowings under the Revolving Credit Agreement. As of September 30, 2023, deferred financing costs associated with entering into the Revolving Credit Agreement in the total amount of $957, were included in short-term and long-term prepaid expenses in the Company’s consolidated balance sheet. The deferred financing costs are amortized on a straight-line basis over the term of the Revolving Credit Agreement. Deferred financing costs amortization amounted to $63 and $34, for the three months ended September 30, 2023 and 2022, respectively, and $190 and $34, for the nine months ended September 30, 2023 and 2022, respectively. |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING [Abstract] | |
RESTRUCTURING | NOTE 9:- RESTRUCTURING In The restructuring expenses recognized in the consolidated interim statements of loss for the three and nine months ended September 30, 2022, primarily consisting of one-time incremental employee termination benefits and other costs related to Company’s business prioritization, were as follows: Three and nine months ended September 30, 2022 Unaudited Cost of revenues $ 99 Research and development 1,815 Sales and marketing 1,176 General and administrative 293 Total restructuring expenses recognized in the consolidated interim statements of loss $ 3,383 |
SHAREHOLDERS' EQUITY AND SHARE
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | 9 Months Ended |
Sep. 30, 2023 | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | NOTE 10:- SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS Share Capital Holders of Ordinary shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary shares in proportion to their shareholdings. On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. In January 2023, the Company issued 45,198,702 Non-voting Ordinary shares to Yahoo. The Non-voting Ordinary shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in the Articles, the Non-voting Ordinary shares have rights identical to the rights of Ordinary shares as described above (see Note 1b). Share Incentive Plans a . On May 28, 2023, the Company received the approval of the Israeli court for its motion to extend, to November 16, 2023, its former motion to allow the Company to utilize the net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases (the “Program”) of up to $50,000. The Company’s board of directors have the authority to determine the amount to be utilized for the Program. On September 21, 2023, the Company submitted an additional request for extension, which is currently under the Israeli court review process, and intends to continue filing extension requests for the court approval on an ongoing basis, as required. For the nine months ended September 30, 2023 and 2022, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $3,213 and $4,110, respectively, which were recorded as a reduction of additional paid-in capital. b. The following is a summary of share option activity and related information for the nine months ended September (including employees, directors, 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 January 1, 2023 35,488,179 $ 3.08 6.72 $ 40,516 Granted — — — — Exercised (4,216,727 ) 1.26 — 8,136 Forfeited (520,000 ) 5.73 — — Balance as of September 30, 2023 (unaudited) 30,751,452 $ 3.27 5.33 $ 48,883 Exercisable as of September 30, 2023 (unaudited) 25,474,261 $ 2.63 4.87 $ 45,087 The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. The Company did not grant any options during As of September , , unrecognized share-based compensation cost related to unvested share options was $16,247, which is expected to be recognized over a weighted-average period of years. c. The following is a summary of the RSU activity and related information for the nine months ended September , : Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of January 1, 2023 23,521,009 $ 6.60 Granted 12,453,986 3.52 Vested (*) (8,326,762 ) 5.78 Forfeited (2,280,025 ) 6.07 Balance as of September 30, 2023 (unaudited) 25,368,208 $ 5.23 (*) A portion of the shares that vested w ere netted out to satisfy the tax obligations of the recipients. During the September , a total of RSUs were to satisfy tax obligations, resulting in net issuance of 1,009,658 shares. The total release date fair value of RSUs was $27,741, during the nine months ended September As of September 30, 2023, unrecognized share-based compensation cost related to unvested RSUs was $108,565, which is expected to be recognized over a weighted-average period of 2.7 years. The total share-based compensation expense related to all of the Company s share-based awards recognized for the three and nine September , 202 , was comprised as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 999 $ 673 $ 3,082 $ 2,227 Research and development 6,256 7,343 18,281 20,888 Sales and marketing 4,127 5,654 12,813 18,351 General and administrative 4,869 5,040 14,692 17,505 Total share-based compensation expense $ 16,251 $ 18,710 $ 48,868 $ 58,971 Share Buyback Program In May 2023, the Company’s Board of Directors authorized a share buyback program for the repurchase of up to $40,000 of the Company’s outstanding Ordinary shares, with no expiration date (the “Buyback Program”). In November 2023, the Company’s Board of Directors authorized up to an additional $40,000 of buybacks under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements. The Buyback Program does not obligate the Company to repurchase any specific number of shares and may be discontinued, modified or suspended at any time. The Buyback Program commenced in June 2023 and during the nine months ended September 30, 2023, the Company repurchased 6,672,915 Ordinary shares at an average price of $3.45 per share (excluding broker and transaction fees of $167). As of September 30, 2023 the Company had remaining authorization to repurchase up to an aggregate amount of $17,010. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 11 :- INCOME TAXES The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses and tax regulations. The Company’s effective tax rates were 0.0% and (4.0%) for the three months ended September 30, 2023 and 2022, respectively, and (2.2%) and (3.2%) for the nine months ended September 30, 2023 and 2022, respectively. The negative effective tax rate for the nine months ended September 30, 2023, results primarily from the valuation allowance in Israel, as well as tax expenses in foreign jurisdictions, partially offset by tax benefits associated with losses incurred in the U.S. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12:- COMMITMENTS AND CONTINGENCIES Commercial Commitments In the ordinary course of the business, the Company enters into agreements with certain digital properties, under which, in some cases it agrees to pay them a guaranteed amount, generally per thousand page views on a monthly basis. These agreements could cause a gross loss on digital property accounts in which the guarantee is higher than the actual revenue generated. These contracts generally range in duration from 2 to 5 years, though some can be shorter or longer. Non-cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties to purchase primarily software and IT related-based services. As of September 30, 2023, the Company had outstanding non-cancelable purchase obligations in the amount of $18,961. Legal Proceedings a. In April 2021, the Company became aware that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation of hiring activities in the Company’s industry, including the Company. The Company cooperated with the Antitrust Division. In July 2023, the Company was notified in writing by the Antitrust Division of the U.S. Department of Justice that it was no longer a subject or target of the previously disclosed criminal investigation of hiring activities in the Company’s industry, including the Company. b. In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company investigates these claims as they arise and records a provision, as necessary. Provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, it believes would individually or taken together, have a material adverse effect on its business, financial position, results of operations, or cash flows. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13:- RELATED PARTY TRANSACTIONS The Company is a party to certain transaction-related agreements with Yahoo, pursuant to which the Company issued 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo, and granting Yahoo the right to appoint one representative to the Company’s board of directors, resulting in Yahoo to become a principal shareholder effective the Transaction closing on January 17, 2023 (see Note 1b). The Company and its affiliates are parties to several agreements in the ordinary course of business with Yahoo and its affiliates. In connection with these agreements, for the three and nine months ended September 30, 2023 the Company recorded revenues from Yahoo in the amount of $12,307 and $26,611, respectively. In addition, the Company recorded traffic acquisition costs related to Yahoo for the three and nine months ended September 30, 2023 in the amount of $9,869. Traffic acquisition costs noted herein are unaffiliated with the Yahoo revenues recorded for this period. As of September 30, 2023, in regards to Yahoo, the Company’s balances of trade receivables were $9,454, and its balances of trade payables were $15,564, associated with the revenues including that presented on a gross and net basis. The Company and Yahoo, pursuant to the Omnibus Agreement entered into on November 28, 2022, each agreed to pay certain expenses in connection with the transaction and each party agreed to reimburse the other for some or all of these expenses. Under these arrangements, the Company recognized $1,297 and $3,920, of expenses, net in the three and nine months ended September 30, 2023, respectively. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
GEOGRAPHIC INFORMATION [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 14 :- GEOGRAPHIC INFORMATION The following table represents total revenue by geographic area based on the Advertisers’ billing address: Three months ended September 30 Nine September 30 2023 2022 2023 2022 Unaudited Israel $ 34,878 $ 34,347 $ 112,128 $ 115,605 United States 138,131 131,937 380,426 400,610 Germany 33,392 25,757 96,361 94,092 United Kingdom 19,739 16,352 55,522 54,517 Rest of the world 134,081 124,069 375,474 365,059 Total $ 360,221 $ 332,462 $ 1,019,911 $ 1,029,883 |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 9 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | NOTE 15:- NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Unaudited Numerator: Net loss attributable to Ordinary shareholders, basic and diluted $ (20,170 ) $ (2,966 ) $ (26,026 ) $ — $ (75,246 ) $ (10,517 ) $ (27,159 ) $ — Denominator: Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic and diluted 307,392,341 45,198,702 255,160,597 — 303,246,891 42,384,131 251,865,831 — Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic and diluted $ (0.07 ) $ (0.07 ) $ (0.10 ) $ — $ (0.25 ) $ (0.25 ) $ (0.11 ) $ — The potential shares of O rdinary hares that were excluded from the computation of diluted net loss per share attributable to rdinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Three months ended September 30 Nine September 30 2023 2022 2023 2022 Unaudited Warrants 12,349,990 12,349,990 12,349,990 12,349,990 RSUs 25,936,360 20,135,294 26,166,672 17,994,340 Outstanding share options 31,565,977 34,666,838 28,164,922 34,666,838 Issuable Ordinary shares related to Business Combination under holdback arrangement 1,356,592 2,454,020 1,679,592 2,454,020 Total 71,208,919 69,606,142 68,361,175 67,465,188 |
INSIDER TRADING ARRANGEMENTS
INSIDER TRADING ARRANGEMENTS | 3 Months Ended |
Sep. 30, 2023 shares | |
Eldad Maniv [Member] | |
Trading Arrangements, by Individual [Table] | |
Material Terms of Trading Arrangement | On August 30, 2023 Eldad Maniv, President and Chief Operating Officer, adopted a 10b5-1 trading plan providing for the potential sale of up to 1,668,613 Ordinary shares of the Company. The duration of the plan is until the earlier of March 7, 2024 |
Trading Arrangement, Individual Name | Eldad Maniv |
Trading Arrangement, Individual Title | President and Chief Operating Officer |
Rule 10b5-1 Arrangement Adopted [Flag] | true |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Trading Arrangement Adoption Date | August 30, 2023 |
Trading Arrangement Duration | 190 days |
Trading Arrangement, Securities Aggregate Available Amount | 1,668,613 |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Lior Golan [Member] | |
Trading Arrangements, by Individual [Table] | |
Material Terms of Trading Arrangement | On August 30, 2023, Lior Golan, Chief Technology Officer, adopted a 10b5-1 sales plan providing for the potential exercise of vested stock options and the associated sale of up to 1,228,706 Ordinary shares of the Company. The duration of the plan is until the earlier of April 30, 2024 |
Trading Arrangement, Individual Name | Lior Golan |
Trading Arrangement, Individual Title | Chief Technology Officer |
Rule 10b5-1 Arrangement Adopted [Flag] | true |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Trading Arrangement Adoption Date | August 30, 2023 |
Trading Arrangement Duration | 244 days |
Trading Arrangement, Securities Aggregate Available Amount | 1,228,706 |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheet as of December 31, 2022, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022, filed with the SEC on March 13, 2023. In the opinion of the Company’s management, the unaudited consolidated interim financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s unaudited interim consolidated financial statements. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023, or any other future interim or annual period. |
Use of Estimates | Use of Estimates The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of its Commercial agreement asset, property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of marketable securities, Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. As of September 30, 2023, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors, such as rising interest rates, inflation and changes in foreign currency exchange rates, continue to evolve. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Treasury Ordinary Shares | Treasury Ordinary Shares The Company |
Reclassification | Reclassification Certain amounts in the corresponding prior periods have been reclassified to conform with the current year’s presentation. Such reclassifications did not affect net loss, changes in the shareholders’ equity or cash flows. |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
Breakdown of Cash and Cash Equivalents | The following table presents for each reported period, the breakdown of cash and cash equivalents: September 30 December 31, 2023 2022 Unaudited Cash $ 113,350 $ 142,127 Money market accounts and funds 120,334 22,583 Time deposits 4,575 1,183 Total Cash and cash equivalents $ 238,259 $ 165,893 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Assets and Liabilities Measured at Fair Value | The following table sets forth the Company’s assets and liabilities that were measured at fair value as of September 30, 2023 and December 31, 2022, by level within the fair value hierarchy: Fair value measurements as of Description Fair Value Hierarchy September 30 2023 December 31, 2022 Unaudited Assets: Cash equivalents: Money market accounts and funds Level 1 $ 120,334 $ 22,583 Short-term investments: Corporate debt securities Level 2 $ 7,932 $ 21,636 Commercial paper Level 2 $ 4,535 $ 8,565 U.S. government treasuries Level 2 $ — $ 46,222 U.S. agency bonds Level 2 $ — $ 20,491 Liabilities: Warrants liability: Public Warrants Level 1 $ (3,734 ) $ (2,856 ) Private Warrants Level 3 $ (2,289 ) $ (3,900 ) Derivative instruments liability: Derivative instruments designated as cash flow hedging instruments Level 2 $ (200 ) $ (313 ) |
Assumptions Used to Determine Fair Value | The key inputs into the Black-Scholes model for the Private Warrants were as follows: Input September 30 2023 December 31, 2022 Risk-free interest rate 4.74% - 4.91 % 4.08% - 4.18 % Expected term (years) 2.01 - 2.75 2.75 - 3.50 Expected volatility 66.0% - 69.0 % 67.5% - 69.3 % Exercise price $ 11.50 $ 11.50 Underlying share price $ 3.79 $ 3.08 |
Changes in Fair Value of Warrants Liability | The following table presents the changes in the fair value of Warrants liability: Private Public Total Input Warrants Warrants Warrants Fair value as of December 31, 2022 $ 3,900 $ 2,856 $ 6,756 Change from private to public holdings (1,714 ) 1,714 — Change in fair value 103 (836 ) (733 ) Fair value as of September 30 2023 $ 2,289 $ 3,734 $ 6,023 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SHORT-TERM INVESTMENTS [Abstract] | |
Summary of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale marketable securities: September 30, 2023 Unaudited Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Corporate debt securities $ 7,943 $ — $ (11 ) $ 7,932 Commercial paper 4,542 — (7 ) 4,535 Total $ 12,485 $ — $ (18 ) $ 12,467 December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasuries $ 46,452 $ — $ (230 ) $ 46,222 Corporate debt securities 21,762 — (126 ) 21,636 U.S. agency bonds 20,622 — (131 ) 20,491 Commercial paper 8,599 — (34 ) 8,565 Total $ 97,435 $ — $ (521 ) $ 96,914 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract] | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Loss | The changes related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three and nine months ended September 30, 2023 and 2022, were as follows: Reclassification of losses into loss from accumulated other comprehensive loss Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 60 $ 145 $ 142 $ 290 Research and development 627 992 1,478 1,971 Sales and marketing 114 190 270 376 General and administrative 117 165 270 329 Total losses recognized in the consolidated interim statements of loss $ 918 $ 1,492 $ 2,160 $ 2,966 |
Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss | The changes in unrealized losses on the Company’s derivative instruments recorded in accumulated other comprehensive loss were as follows: Nine months ended September 30, 2023 2022 Unaudited Unrealized losses on derivative instruments at the beginning of the period $ (313 ) $ — Changes in fair value of derivative instruments (2,047 ) (4,986 ) Reclassification of losses recognized in the consolidated interim statements of loss from accumulated other comprehensive loss 2,160 2,966 Unrealized losses on derivative instruments at the end of the period $ (200 ) $ (2,020 ) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |
Changes in Goodwill | The following table represents the changes in the carrying amounts of the Company’s total goodwill: Carrying Amount Balance as of December 31, 2022 $ 555,869 Purchase accounting adjustment 62 Balance as of September 30, 2023 (unaudited) $ 555,931 |
Definite-Lived Intangible Assets | The following is a summary of definite-lived intangible assets, net as of September 30, 2023 (unaudited): Gross Carrying Amount Accumulated Amortization Net Book Value Merchant / Network affiliate relationships $ 146,547 $ (67,846 ) $ 78,701 Technology 74,193 (40,654 ) 33,539 Publisher relationships 42,933 (22,361 ) 20,572 Tradenames 24,097 (16,727 ) 7,370 Customer relationships 13,146 (12,093 ) 1,053 Total $ 300,916 $ (159,681 ) $ 141,235 The following is a summary of definite-lived intangible assets, net as of December 31, 2022: Gross Carrying Amount Accumulated Amortization Net Book Value Merchant / Network affiliate relationships $ 146,547 $ (43,421 ) $ 103,126 Technology 74,193 (32,042 ) 42,151 Publisher relationships 42,933 (14,311 ) 28,622 Tradenames 24,097 (10,689 ) 13,408 Customer relationships 13,156 (11,307 ) 1,849 Total $ 300,926 $ (111,770 ) $ 189,156 |
Estimated Future Amortization Expense of Other Intangible Assets | The estimated future amortization expense of definite-lived intangible assets as of September 30, 2023, is as follows (unaudited): Year Ending December 31, 2023 (Remainder) $ 15,974 2024 60,519 2025 51,407 2026 13,244 2027 91 Total $ 141,235 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FINANCING ARRANGEMENTS [Abstract] | |
Future Principal Payments Related to Long-term Debt | As of September 30, 2023, the total future principal payments related to Facility loan are as follows: Amount Year Ending December 31, 2023 (current maturities) $ 50,750 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 139,985 Total $ 202,735 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
RESTRUCTURING [Abstract] | |
Restructuring Expenses | The restructuring expenses recognized in the consolidated interim statements of loss for the three and nine months ended September 30, 2022, primarily consisting of one-time incremental employee termination benefits and other costs related to Company’s business prioritization, were as follows: Three and nine months ended September 30, 2022 Unaudited Cost of revenues $ 99 Research and development 1,815 Sales and marketing 1,176 General and administrative 293 Total restructuring expenses recognized in the consolidated interim statements of loss $ 3,383 |
SHAREHOLDERS' EQUITY AND SHAR_2
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] | |
Share Option Activity | b. The following is a summary of share option activity and related information for the nine months ended September (including employees, directors, 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 January 1, 2023 35,488,179 $ 3.08 6.72 $ 40,516 Granted — — — — Exercised (4,216,727 ) 1.26 — 8,136 Forfeited (520,000 ) 5.73 — — Balance as of September 30, 2023 (unaudited) 30,751,452 $ 3.27 5.33 $ 48,883 Exercisable as of September 30, 2023 (unaudited) 25,474,261 $ 2.63 4.87 $ 45,087 |
Summary of RSU activity | c. The following is a summary of the RSU activity and related information for the nine months ended September , : Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of January 1, 2023 23,521,009 $ 6.60 Granted 12,453,986 3.52 Vested (*) (8,326,762 ) 5.78 Forfeited (2,280,025 ) 6.07 Balance as of September 30, 2023 (unaudited) 25,368,208 $ 5.23 (*) A portion of the shares that vested w ere netted out to satisfy the tax obligations of the recipients. During the September , a total of RSUs were to satisfy tax obligations, resulting in net issuance of 1,009,658 shares. |
Equity Based Compensation Expense | The total share-based compensation expense related to all of the Company s share-based awards recognized for the three and nine September , 202 , was comprised as follows: Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Unaudited Cost of revenues $ 999 $ 673 $ 3,082 $ 2,227 Research and development 6,256 7,343 18,281 20,888 Sales and marketing 4,127 5,654 12,813 18,351 General and administrative 4,869 5,040 14,692 17,505 Total share-based compensation expense $ 16,251 $ 18,710 $ 48,868 $ 58,971 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
GEOGRAPHIC INFORMATION [Abstract] | |
Revenue by Geographic Area | The following table represents total revenue by geographic area based on the Advertisers’ billing address: Three months ended September 30 Nine September 30 2023 2022 2023 2022 Unaudited Israel $ 34,878 $ 34,347 $ 112,128 $ 115,605 United States 138,131 131,937 380,426 400,610 Germany 33,392 25,757 96,361 94,092 United Kingdom 19,739 16,352 55,522 54,517 Rest of the world 134,081 124,069 375,474 365,059 Total $ 360,221 $ 332,462 $ 1,019,911 $ 1,029,883 |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Ordinary shares Non-voting Ordinary shares Unaudited Numerator: Net loss attributable to Ordinary shareholders, basic and diluted $ (20,170 ) $ (2,966 ) $ (26,026 ) $ — $ (75,246 ) $ (10,517 ) $ (27,159 ) $ — Denominator: Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic and diluted 307,392,341 45,198,702 255,160,597 — 303,246,891 42,384,131 251,865,831 — Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic and diluted $ (0.07 ) $ (0.07 ) $ (0.10 ) $ — $ (0.25 ) $ (0.25 ) $ (0.11 ) $ — |
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The potential shares of O rdinary hares that were excluded from the computation of diluted net loss per share attributable to rdinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Three months ended September 30 Nine September 30 2023 2022 2023 2022 Unaudited Warrants 12,349,990 12,349,990 12,349,990 12,349,990 RSUs 25,936,360 20,135,294 26,166,672 17,994,340 Outstanding share options 31,565,977 34,666,838 28,164,922 34,666,838 Issuable Ordinary shares related to Business Combination under holdback arrangement 1,356,592 2,454,020 1,679,592 2,454,020 Total 71,208,919 69,606,142 68,361,175 67,465,188 |
GENERAL (Details)
GENERAL (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Jan. 17, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Period of commercial agreement | 30 years | |||
Authorized share capital (in shares) | 700,000,000 | 700,000,000 | 46,000,000 | |
Closing share price (in dollars per share) | $ 3.4 | |||
Fair value of shares issued | $ 288,063 | $ 288,063 | ||
Issuance expenses | $ 1,388 | |||
Ordinary Shares [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Issuance of shares (in shares) | 39,525,691 | |||
Non-Voting Ordinary Shares [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Authorized share capital (in shares) | 46,000,000 | 46,000,000 | ||
Issuance of shares (in shares) | 45,198,702 |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Breakdown of Cash and Cash Equivalents [Abstract] | ||
Cash | $ 113,350 | $ 142,127 |
Money market accounts and funds | 120,334 | 22,583 |
Time deposits | 4,575 | 1,183 |
Total Cash and cash equivalents | $ 238,259 | $ 165,893 |
FAIR VALUE MEASUREMENTS, Assets
FAIR VALUE MEASUREMENTS, Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | $ (3,734) | $ (2,856) |
Level 1 [Member] | Money Market Accounts and Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 120,334 | 22,583 |
Level 2 [Member] | Derivative Instruments Liability [Member] | ||
Liabilities [Abstract] | ||
Derivative instruments designated as cash flow hedging instruments | (200) | (313) |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Assets [Abstract] | ||
Short-term investments | 7,932 | 21,636 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Short-term investments | 4,535 | 8,565 |
Level 2 [Member] | U.S. Government Treasuries [Member] | ||
Assets [Abstract] | ||
Short-term investments | 0 | 46,222 |
Level 2 [Member] | U.S. Agency Bonds [Member] | ||
Assets [Abstract] | ||
Short-term investments | 0 | 20,491 |
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | $ (2,289) | $ (3,900) |
FAIR VALUE MEASUREMENTS, Key In
FAIR VALUE MEASUREMENTS, Key Inputs to Warrants (Details) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Private Warrants [Member] | Risk Free Interest Rate [Member] | Minimum [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.0474 | 0.0408 |
Private Warrants [Member] | Risk Free Interest Rate [Member] | Maximum [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.0491 | 0.0418 |
Private Warrants [Member] | Expected Term [Member] | Minimum [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Warrants maturity period | 2 years 3 days | 2 years 9 months |
Private Warrants [Member] | Expected Term [Member] | Maximum [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Warrants maturity period | 2 years 9 months | 3 years 6 months |
Private Warrants [Member] | Expected Volatility [Member] | Minimum [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.66 | 0.675 |
Private Warrants [Member] | Expected Volatility [Member] | Maximum [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.69 | 0.693 |
Private Warrants [Member] | Exercise Price [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 11.5 | 11.5 |
Private Warrants [Member] | Underlying Share Price [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 3.79 | 3.08 |
Certain Private Warrants [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Warrants maturity period | 5 years |
FAIR VALUE MEASUREMENTS, Change
FAIR VALUE MEASUREMENTS, Changes in Fair Value of Warrants Liability (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Warrants [Member] | |
Changes in Fair Value of Warrants Liability [Roll Forward] | |
Fair value, beginning balance | $ 6,756 |
Change from private to public holdings | 0 |
Change in fair value | (733) |
Fair value, ending balance | 6,023 |
Private Warrants [Member] | |
Changes in Fair Value of Warrants Liability [Roll Forward] | |
Fair value, beginning balance | 3,900 |
Change from private to public holdings | (1,714) |
Change in fair value | 103 |
Fair value, ending balance | 2,289 |
Public Warrants [Member] | |
Changes in Fair Value of Warrants Liability [Roll Forward] | |
Fair value, beginning balance | 2,856 |
Change from private to public holdings | 1,714 |
Change in fair value | (836) |
Fair value, ending balance | $ 3,734 |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | $ 12,485 | $ 97,435 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (18) | (521) |
Estimated Fair Value | 12,467 | 96,914 |
U.S. Government Treasuries [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 46,452 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (230) | |
Estimated Fair Value | 46,222 | |
Corporate Debt Securities [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 7,943 | 21,762 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (11) | (126) |
Estimated Fair Value | 7,932 | 21,636 |
U.S. Agency Bonds [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 20,622 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (131) | |
Estimated Fair Value | 20,491 | |
Commercial Paper [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 4,542 | 8,599 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (7) | (34) |
Estimated Fair Value | $ 4,535 | $ 8,565 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Summary (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instrument [Abstract] | ||||
Derivative notional amount | $ 4,415 | $ 38,669 | ||
Fair value of cash flow hedging instruments recorded as liabilities | 200 | 313 | $ 2,020 | $ 0 |
Accrued Expenses and Other Current Liabilities [Member] | ||||
Derivative Instrument [Abstract] | ||||
Fair value of cash flow hedging instruments recorded as liabilities | $ 200 | $ 313 |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | ||||
Total losses recognized in the consolidated interim statements of loss | $ 918 | $ 1,492 | $ 2,160 | $ 2,966 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) | Operating Income (Loss) | Operating Income (Loss) | Operating Income (Loss) |
Cost of Revenues [Member] | ||||
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | ||||
Total losses recognized in the consolidated interim statements of loss | $ 60 | $ 145 | $ 142 | $ 290 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Revenue | Cost of Revenue | Cost of Revenue | Cost of Revenue |
Research and Development [Member] | ||||
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | ||||
Total losses recognized in the consolidated interim statements of loss | $ 627 | $ 992 | $ 1,478 | $ 1,971 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and Development Expense | Research and Development Expense | Research and Development Expense | Research and Development Expense |
Sales and Marketing [Member] | ||||
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | ||||
Total losses recognized in the consolidated interim statements of loss | $ 114 | $ 190 | $ 270 | $ 376 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Sales and marketing | Sales and marketing | Sales and marketing | Sales and marketing |
General and Administrative [Member] | ||||
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | ||||
Total losses recognized in the consolidated interim statements of loss | $ 117 | $ 165 | $ 270 | $ 329 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative | General and administrative | General and administrative | General and administrative |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Summary of Derivative Instruments by Hedge Designation [Abstract] | ||
Unrealized losses on derivative instruments at the beginning of the period | $ (313) | $ 0 |
Changes in fair value of derivative instruments | (2,047) | (4,986) |
Reclassification of losses recognized in the consolidated interim statements of loss from accumulated other comprehensive loss | 2,160 | 2,966 |
Unrealized losses on derivative instruments at the end of the period | $ (200) | $ (2,020) |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 555,869 |
Purchase accounting adjustment | 62 |
Ending balance | $ 555,931 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | |||||
Gross carrying amount | $ 300,916 | $ 300,916 | $ 300,926 | ||
Accumulated amortization | (159,681) | (159,681) | (111,770) | ||
Net book value | 141,235 | 141,235 | 189,156 | ||
Amortization expenses related to intangible assets | 15,980 | $ 15,983 | 47,911 | $ 47,591 | |
Merchant / Network Affiliate Relationships [Member] | |||||
Intangible Assets [Abstract] | |||||
Gross carrying amount | 146,547 | 146,547 | 146,547 | ||
Accumulated amortization | (67,846) | (67,846) | (43,421) | ||
Net book value | 78,701 | 78,701 | 103,126 | ||
Technology [Member] | |||||
Intangible Assets [Abstract] | |||||
Gross carrying amount | 74,193 | 74,193 | 74,193 | ||
Accumulated amortization | (40,654) | (40,654) | (32,042) | ||
Net book value | 33,539 | 33,539 | 42,151 | ||
Publisher Relationships [Member] | |||||
Intangible Assets [Abstract] | |||||
Gross carrying amount | 42,933 | 42,933 | 42,933 | ||
Accumulated amortization | (22,361) | (22,361) | (14,311) | ||
Net book value | 20,572 | 20,572 | 28,622 | ||
Tradenames [Member] | |||||
Intangible Assets [Abstract] | |||||
Gross carrying amount | 24,097 | 24,097 | 24,097 | ||
Accumulated amortization | (16,727) | (16,727) | (10,689) | ||
Net book value | 7,370 | 7,370 | 13,408 | ||
Customer Relationships [Member] | |||||
Intangible Assets [Abstract] | |||||
Gross carrying amount | 13,146 | 13,146 | 13,156 | ||
Accumulated amortization | (12,093) | (12,093) | (11,307) | ||
Net book value | $ 1,053 | $ 1,053 | $ 1,849 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Estimated Future Amortization Expense of Other Intangible Assets [Abstract] | ||
2023 | $ 15,974 | |
2024 | 60,519 | |
2025 | 51,407 | |
2026 | 13,244 | |
2027 | 91 | |
Net book value | $ 141,235 | $ 189,156 |
FINANCING ARRANGEMENTS (Details
FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2023 | Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 09, 2022 | Sep. 01, 2021 | |
Debt Instruments [Abstract] | ||||||||
Repayment of long-term loan | $ 30,000 | |||||||
Interest expenses recognized with the long-term loan | $ 5,141 | $ 5,028 | $ 15,641 | $ 12,700 | ||||
Subsequent Event [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Repayment of long-term loan | $ 50,000 | |||||||
Revolving Credit Agreement [Member] | ||||||||
Long-term loan principal payments [Abstract] | ||||||||
Total | 0 | $ 0 | ||||||
Long-term loan term | 5 years | |||||||
Deferred financing costs | 957 | $ 957 | ||||||
Deferred financing costs amortization | 63 | $ 34 | 190 | $ 34 | ||||
Revolving Credit Agreement [Member] | Maximum [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Aggregate committed principal amount | $ 90,000 | |||||||
Credit Agreement [Member] | ||||||||
Debt Instruments [Abstract] | ||||||||
Senior secured term loan credit agreement | $ 300,000 | |||||||
Issuance expenses | $ 11,250 | $ 11,250 | ||||||
Facility amortization rate | 1% | 1% | ||||||
Frequency of periodic payment | quarterly | |||||||
Long-term loan principal payments [Abstract] | ||||||||
2023 (current maturities) | $ 50,750 | $ 50,750 | ||||||
2024 | 3,000 | 3,000 | ||||||
2025 | 3,000 | 3,000 | ||||||
2026 | 3,000 | 3,000 | ||||||
2027 | 3,000 | 3,000 | ||||||
2028 | 139,985 | 139,985 | ||||||
Total | $ 202,735 | $ 202,735 | ||||||
Long-term loan maturity | 7 years |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Restructuring [Abstract] | |||
Percentage of global headcount impacted by cost restructuring program | 6% | ||
Total restructuring expenses recognized in the consolidated interim statements of loss | $ 3,383 | $ 3,383 | |
Cost of Revenues [Member] | |||
Restructuring [Abstract] | |||
Total restructuring expenses recognized in the consolidated interim statements of loss | 99 | 99 | |
Research and Development [Member] | |||
Restructuring [Abstract] | |||
Total restructuring expenses recognized in the consolidated interim statements of loss | 1,815 | 1,815 | |
Sales and Marketing [Member] | |||
Restructuring [Abstract] | |||
Total restructuring expenses recognized in the consolidated interim statements of loss | 1,176 | 1,176 | |
General and Administrative [Member] | |||
Restructuring [Abstract] | |||
Total restructuring expenses recognized in the consolidated interim statements of loss | $ 293 | $ 293 |
SHAREHOLDERS' EQUITY AND SHAR_3
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
May 28, 2023 USD ($) | Jan. 17, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Vote $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 30, 2022 shares | |
Stock Option Plan [Abstract] | ||||||||
Vote per share | Vote | 1 | |||||||
Authorized share capital (in shares) | 700,000,000 | 700,000,000 | 700,000,000 | 46,000,000 | ||||
Additional equity-based compensation plan | $ | $ 16,650 | $ 19,150 | $ 50,599 | $ 60,431 | ||||
Payments of tax withholding for share based compensation | $ | $ 1,305 | 1,925 | $ 3,213 | 4,110 | ||||
Maximum [Member] | ||||||||
Stock Option Plan [Abstract] | ||||||||
Additional equity-based compensation plan | $ | $ 50,000 | |||||||
RSUs [Member] | ||||||||
Stock Option Plan [Abstract] | ||||||||
Net issuance of shares (in shares) | 1,009,658 | |||||||
Share Options [Member] | ||||||||
Outstanding Share Options [Roll Forward] | ||||||||
Outstanding, beginning of period (in shares) | 35,488,179 | |||||||
Granted (in shares) | 0 | |||||||
Exercised (in shares) | (4,216,727) | |||||||
Forfeited (in shares) | (520,000) | |||||||
Outstanding, end of period (in shares) | 30,751,452 | 30,751,452 | 35,488,179 | |||||
Exercisable (in shares) | 25,474,261 | 25,474,261 | ||||||
Weighted-Average Exercise Price Per Share [Roll Forward] | ||||||||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 3.08 | |||||||
Granted (in dollars per share) | $ / shares | 0 | |||||||
Exercised (in dollars per share) | $ / shares | 1.26 | |||||||
Forfeited (in dollars per share) | $ / shares | 5.73 | |||||||
Outstanding, end of period (in dollars per share) | $ / shares | $ 3.27 | 3.27 | $ 3.08 | |||||
Exercisable (in dollars per share) | $ / shares | $ 2.63 | $ 2.63 | ||||||
Weighted Average Remaining Contractual Term [Abstract] | ||||||||
Weighted-average remaining contractual life | 5 years 3 months 29 days | 6 years 8 months 19 days | ||||||
Weighted-average remaining contractual life, exercisable | 4 years 10 months 13 days | |||||||
Aggregate Intrinsic Value [Abstract] | ||||||||
Aggregate intrinsic value, outstanding | $ | $ 48,883 | $ 48,883 | $ 40,516 | |||||
Aggregate intrinsic value, exercised | $ | 8,136 | |||||||
Aggregate intrinsic value, exercisable | $ | 45,087 | 45,087 | ||||||
Additional Paid-in Capital [Member] | ||||||||
Stock Option Plan [Abstract] | ||||||||
Additional equity-based compensation plan | $ | 16,650 | 19,150 | 50,599 | 60,431 | ||||
Payments of tax withholding for share based compensation | $ | $ 1,305 | $ 1,925 | $ 3,213 | $ 4,110 | ||||
Non-Voting Ordinary Shares [Member] | ||||||||
Stock Option Plan [Abstract] | ||||||||
Authorized share capital (in shares) | 46,000,000 | 46,000,000 | 46,000,000 | |||||
Net issuance of shares (in shares) | 45,198,702 |
SHAREHOLDERS' EQUITY AND SHAR_4
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) - Share Options [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Stock-based compensation [Abstract] | |
Unrecognized share based compensation cost | $ 16,247 |
Weighted-average period expected to be recognized | 1 year 7 months 6 days |
SHAREHOLDERS' EQUITY AND SHAR_5
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, RSU Activity (Details) - Restricted Share Units [Member] $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) $ / shares shares | ||
Outstanding Restricted Share Unit [Roll Forward] | ||
Outstanding, beginning of period (in shares) | 23,521,009 | |
Granted (in shares) | 12,453,986 | |
Vested (in shares) | (8,326,762) | [1] |
Forfeited (in shares) | (2,280,025) | |
Outstanding, end of period (in shares) | 25,368,208 | |
Vested shares netted out to satisfy tax obligations (in shares) | 1,009,669 | |
Net issuance of shares (in shares) | 1,009,658 | |
Unrecognized share based compensation cost related to unvested RSUs | $ | $ 108,565 | |
Weighted-average period to be recognized | 2 years 8 months 12 days | |
Fair value of RSUs | $ | $ 27,741 | |
Weighted-Average Grant Date Fair Value Per Share [Roll Forward] | ||
Outstanding, beginning of period (in dollars per share) | $ / shares | $ 6.6 | |
Granted (in dollars per share) | $ / shares | 3.52 | |
Vested (in dollars per share) | $ / shares | 5.78 | |
Forfeited (in dollars per share) | $ / shares | 6.07 | |
Outstanding, end of period (in dollars per share) | $ / shares | $ 5.23 | |
[1]A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the nine months ended September 30, 2023, a total of 1,009,669 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,009,658 shares. |
SHAREHOLDERS' EQUITY AND SHAR_6
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity Based Compensation Expense [Abstract] | ||||
Total share-based compensation expense | $ 16,251 | $ 18,710 | $ 48,868 | $ 58,971 |
Cost of Revenues [Member] | ||||
Equity Based Compensation Expense [Abstract] | ||||
Total share-based compensation expense | 999 | 673 | 3,082 | 2,227 |
Research and Development [Member] | ||||
Equity Based Compensation Expense [Abstract] | ||||
Total share-based compensation expense | 6,256 | 7,343 | 18,281 | 20,888 |
Sales and Marketing [Member] | ||||
Equity Based Compensation Expense [Abstract] | ||||
Total share-based compensation expense | 4,127 | 5,654 | 12,813 | 18,351 |
General and Administrative [Member] | ||||
Equity Based Compensation Expense [Abstract] | ||||
Total share-based compensation expense | $ 4,869 | $ 5,040 | $ 14,692 | $ 17,505 |
SHAREHOLDERS' EQUITY AND SHAR_7
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Buyback Program (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Nov. 08, 2023 | May 31, 2023 | |
Share Buyback Program [Abstract] | |||
Broker and transaction fees | $ 167,000 | ||
Share Buyback Program [Member] | |||
Share Buyback Program [Abstract] | |||
Share buyback program, authorized amount | $ 40,000 | ||
Number of shares repurchased (in shares) | 6,672,915 | ||
Average price paid per share (in dollars per share) | $ 3.45 | ||
Share Buyback Program [Member] | Subsequent Event [Member] | |||
Share Buyback Program [Abstract] | |||
Share buyback program, authorized amount | $ 40,000 | ||
Share Buyback Program [Member] | Maximum [Member] | |||
Share Buyback Program [Abstract] | |||
Remaining authorized repurchase of common stock | $ 17,010 |
INCOME TAXES, Summary (Details)
INCOME TAXES, Summary (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Rate [Abstract] | ||||
Effective tax rate | 0% | (4.00%) | (2.20%) | (3.20%) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Non-cancelable Purchase Obligations [Abstract] | |
Purchase obligation | $ 18,961 |
Minimum [Member] | |
Commercial Commitments [Abstract] | |
Period of contract | 2 years |
Maximum [Member] | |
Commercial Commitments [Abstract] | |
Period of contract | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jan. 17, 2023 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Respresentative | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Abstract] | ||||||
Revenues | $ 360,221 | $ 332,462 | $ 1,019,911 | $ 1,029,883 | ||
Traffic acquisition cost | 231,786 | 203,125 | 652,602 | 619,109 | ||
Trade receivable balance | 232,118 | 232,118 | $ 256,708 | |||
Trade payable balance | 252,727 | 252,727 | $ 247,504 | |||
Expenses from transaction | 119,393 | $ 124,138 | $ 359,840 | $ 369,779 | ||
Ordinary Shares [Member] | ||||||
Related Party Transaction [Abstract] | ||||||
Issuance of shares (in shares) | shares | 39,525,691 | |||||
Non-Voting Ordinary Shares [Member] | ||||||
Related Party Transaction [Abstract] | ||||||
Issuance of shares (in shares) | shares | 45,198,702 | |||||
Related Party [Member] | Yahoo [Member] | ||||||
Related Party Transaction [Abstract] | ||||||
Number of representatives that can be appointed to Board of Directors | Respresentative | 1 | |||||
Revenues | 12,307 | $ 26,611 | ||||
Traffic acquisition cost | 9,869 | 9,869 | ||||
Trade receivable balance | 9,454 | 9,454 | ||||
Trade payable balance | 15,564 | 15,564 | ||||
Expenses from transaction | $ 1,297 | $ 3,920 | ||||
Related Party [Member] | Yahoo [Member] | Ordinary Shares [Member] | ||||||
Related Party Transaction [Abstract] | ||||||
Issuance of shares (in shares) | shares | 39,525,691 | |||||
Related Party [Member] | Yahoo [Member] | Non-Voting Ordinary Shares [Member] | ||||||
Related Party Transaction [Abstract] | ||||||
Issuance of shares (in shares) | shares | 45,198,702 |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segments, Geographical Areas [Abstract] | ||||
Revenues | $ 360,221 | $ 332,462 | $ 1,019,911 | $ 1,029,883 |
Israel [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenues | 34,878 | 34,347 | 112,128 | 115,605 |
United States [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenues | 138,131 | 131,937 | 380,426 | 400,610 |
Germany [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenues | 33,392 | 25,757 | 96,361 | 94,092 |
United Kingdom [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenues | 19,739 | 16,352 | 55,522 | 54,517 |
Rest of the World [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenues | $ 134,081 | $ 124,069 | $ 375,474 | $ 365,059 |
NET LOSS PER SHARE ATTRIBUTAB_3
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Denominator: [Abstract] | ||||
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share) | $ (0.07) | $ (0.1) | $ (0.25) | $ (0.11) |
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share) | $ (0.07) | $ (0.1) | $ (0.25) | $ (0.11) |
Antidilutive Securities [Abstract] | ||||
Antidilutive securities (in shares) | 71,208,919 | 69,606,142 | 68,361,175 | 67,465,188 |
Non-Voting Ordinary Shares [Member] | ||||
Numerator: [Abstract] | ||||
Net loss attributable to Ordinary shareholders, basic | $ (2,966) | $ 0 | $ (10,517) | $ 0 |
Net loss attributable to Ordinary shareholders, diluted | $ (2,966) | $ 0 | $ (10,517) | $ 0 |
Denominator: [Abstract] | ||||
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares) | 45,198,702 | 0 | 42,384,131 | 0 |
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares) | 45,198,702 | 0 | 42,384,131 | 0 |
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share) | $ (0.07) | $ 0 | $ (0.25) | $ 0 |
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share) | $ (0.07) | $ 0 | $ (0.25) | $ 0 |
Ordinary Shares [Member] | ||||
Numerator: [Abstract] | ||||
Net loss attributable to Ordinary shareholders, basic | $ (20,170) | $ (26,026) | $ (75,246) | $ (27,159) |
Net loss attributable to Ordinary shareholders, diluted | $ (20,170) | $ (26,026) | $ (75,246) | $ (27,159) |
Denominator: [Abstract] | ||||
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares) | 307,392,341 | 255,160,597 | 303,246,891 | 251,865,831 |
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares) | 307,392,341 | 255,160,597 | 303,246,891 | 251,865,831 |
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, basic (in dollars per share) | $ (0.07) | $ (0.1) | $ (0.25) | $ (0.11) |
Net loss per share attributable to Ordinary and non-voting Ordinary shareholders, diluted (in dollars per share) | $ (0.07) | $ (0.1) | $ (0.25) | $ (0.11) |
Warrants [Member] | ||||
Antidilutive Securities [Abstract] | ||||
Antidilutive securities (in shares) | 12,349,990 | 12,349,990 | 12,349,990 | 12,349,990 |
RSUs [Member] | ||||
Antidilutive Securities [Abstract] | ||||
Antidilutive securities (in shares) | 25,936,360 | 20,135,294 | 26,166,672 | 17,994,340 |
Outstanding Share Options [Member] | ||||
Antidilutive Securities [Abstract] | ||||
Antidilutive securities (in shares) | 31,565,977 | 34,666,838 | 28,164,922 | 34,666,838 |
Issuable Ordinary Shares Related to Business Combination Under Holdback Arrangement [Member] | ||||
Antidilutive Securities [Abstract] | ||||
Antidilutive securities (in shares) | 1,356,592 | 2,454,020 | 1,679,592 | 2,454,020 |