Taboola Reports Q3 2022 Results New York, NY, November 9, 2022 -- Taboola (Nasdaq: TBLA), a global leader in powering recommendations for the open web, helping people discover things they may like, today announced its results for the quarter ended September 30, 2022. "Our financial performance was solid in Q3—as we exceeded our guidance for revenues, gross profit, Adjusted EBITDA and Non- GAAP Net Income. We are effectively managing costs and are reiterating our full year Adjusted EBITDA guidance for 2022 a ...

Call Start: 08:30 January 1, 0000 9:17 AM ET Taboola.com Ltd. (NASDAQ:TBLA) Q2 2022 Earnings Conference Call August 10, 2022 08:30 ET Company Participants Jennifer Horsley - Head of Investor Relations Adam Singolda - Founder & Chief Executive Officer Stephen Walker - Chief Financial Officer Conference Call Participants James Kopelman - Cowen Andrew Boone - JMP Securities Laura Martin - Needham Stephen Ju - Credit Suisse Operator Good day and thank you for standing by. Welcome to the Taboola Second Quarter 2 ...

For more commentary on the quarter, please refer to Taboola's Q2 2022 Shareholder Letter, which was furnished to the SEC and also posted on Taboola's website today at https://investors.taboola.com. Exhibit 99.1 Taboola Reports Q2 2022 Results New York, NY, August 09, 2022 -- Taboola (Nasdaq: TBLA), a global leader in powering recommendations for the open web, helping people discover things they may like, today announced its results for the quarter ended June 30, 2022. "Our second quarter performance exceede ...

Forward-Looking Statements Certain statements in the following presentations and in any related oral remarks or discussions (collectively, the "Presentation") may be forward-looking statements. Forward-looking statements generally relate to future events or Taboola.com Ltd.'s (the "Company's") future financial or operating performance, estimates, expectations, plans, strategies or assumptions. They include, among others, financial projections for 2022; long-term model targets for ex-TAC Gross Profit, Adjust ...

Financial Data and Key Metrics Changes - Q1 2022 revenue was $335 million, with ex-TAC gross profit of $135 million, representing a 31% year-over-year growth [36][38] - Adjusted EBITDA for Q1 was $35 million, with an adjusted EBITDA margin of 25.2%, which was lower year-over-year but in line with expectations [40][42] - Full-year 2022 guidance was revised to expect gross profit between $595 million and $616 million and adjusted EBITDA between $152 million and $162 million [10][43] Business Line Data and Key Metrics Changes - The growth in ex-TAC gross profit was driven by new digital property partners and growth from existing partners, with a net dollar retention rate of 106% [38][39] - E-commerce contributed 15% of ex-TAC gross profit in Q1, with steady progress post-Connexity acquisition [27][28] - The company aims to double its engineering resources in performance advertising over the next year [13][72] Market Data and Key Metrics Changes - Economic uncertainty due to the war in Ukraine negatively impacted the European advertising business, which constitutes over 30% of total revenue [8][31] - The weakening euro against the U.S. dollar had an estimated 1.5% impact on growth in Q1 [33] - The company noted that performance advertisers were less affected by the macroeconomic environment compared to brand advertisers [84] Company Strategy and Development Direction - The company is focusing on replacing traditional banner ads with personalized recommendations, targeting a $64 billion open web advertising market [15][16] - Taboola News is experiencing rapid growth, contributing significantly to the business [88] - The company plans to expand its technology and product offerings, including the SmartBid product, to enhance performance advertising capabilities [13][88] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the fundamentals of the business, expecting to generate significant cash flow and maintain profitability despite macro challenges [11][44] - The revised guidance reflects a conservative outlook, with management believing that the two one-time events impacting guidance are now behind them [10][35] - The company remains committed to investing in growth opportunities, even during economic downturns [110] Other Important Information - The company has a strong balance sheet with $318 million in cash and short-term deposits, exceeding its debt balance of $285 million [42] - Management highlighted the importance of personalized homepages and partnerships with publishers to drive growth [25][26] Q&A Session All Questions and Answers Question: Can you give us a little color on the bidder product that you called out as being behind plan? - The bidder is fully live and has potential for growth, with plans to integrate it into other inventory beyond Microsoft [51][53] Question: Did the overall activity in Europe just step down on the heels of the war? - Yes, the economic uncertainty led to reduced spending from advertisers, impacting global yields [54][56] Question: Can you talk about where you saw advertiser strength during the quarter? - The impact was more regional, with Europe being weaker, while performance advertisers remained stable compared to brand advertisers [84][85] Question: What do you view as the two or three biggest factors that could drive upside? - Strong publisher pipeline, explosive growth in Taboola News, and improvements in the bidder technology are key factors for potential upside [88][90]

Exhibit 99.1 Taboola Reports Q1 2022 Results New York, NY, May 12, 2022 -- Taboola (Nasdaq: TBLA), a global leader in powering recommendations for the open web, helping people discover things they may like, today announced its results for the quarter ended March 31, 2022. "Q1 was a strong quarter, we beat our ex-TAC Gross Profit and Adjusted EBITDA objectives, growing ex-TAC 31%, while meeting our revenues guidance. We won new deals, expanded relationships with existing clients, launched new products and ge ...

Market Opportunity & Growth - The company estimates a $64 billion market opportunity [4, 23, 48]. - The open web accounts for 25% of people's online time [39, 57, 174, 176]. - E-commerce is projected to surpass 20% of all retail globally in 2022 [210]. - The company expects to cross $1 billion ex-TAC, maintaining margins [50]. AI & Technology - The company has invested over $100 million in R&D for its AI rocket engine [41]. - The AI engine processes over 100TB of data daily [101, 141]. - The company's AI makes over 50 billion recommendations per day [141]. - SmartBid can improve CPA down 40% for COVID-19 travel campaigns [149]. Financial Performance - The company's 2021 ex-TAC gross profit was $519 million [81, 82, 83, 255]. - The company's 2022 adjusted EBITDA is expected to be $204 million [263]. - The company anticipates approximately 60% adjusted EBITDA to FCF conversion [311, 309].

PART I [Key Information](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) The company faces significant business, regulatory, technological, governance, and financial market risks [Risks Related to Business and Industry](index=8&type=section&id=D.%20Risk%20Factors%20-%20Business%20and%20Industry) Intense competition, reliance on key partners, and the need to retain clients pose significant business threats - The company's ability to sustain revenue growth depends on attracting and retaining digital properties and advertisers amid significant competition[48](index=48&type=chunk)[50](index=50&type=chunk) - Failure to meet minimum guarantee payments to digital properties, which were approximately **15% or less of total TAC in 2021**, could negatively impact gross profit[49](index=49&type=chunk) - The business is highly dependent on key partners, with **Microsoft accounting for approximately 17% of 2021 gross revenues**[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) - The COVID-19 pandemic initially impacted ad rates, but a **strong recovery occurred in the second half of 2020 and continued into 2021**[72](index=72&type=chunk)[73](index=73&type=chunk) - The platform's success hinges on its AI's predictive accuracy and innovation to avoid losing digital properties and advertisers[67](index=67&type=chunk)[69](index=69&type=chunk) - Failure to successfully integrate the **Connexity acquisition** could adversely affect financial results and revenue growth[95](index=95&type=chunk) [Risks Related to Laws and Regulations](index=25&type=section&id=D.%20Risk%20Factors%20-%20Laws%20and%20Regulations) Evolving data privacy laws, the phase-out of third-party cookies, and new digital taxes present major regulatory hurdles - The company is subject to complex privacy laws like **GDPR and CCPA**, which impose significant compliance costs and carry heavy fines[111](index=111&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) - The industry-wide shift away from **third-party cookies** could significantly impact user tracking and ad personalization, harming revenue[60](index=60&type=chunk)[62](index=62&type=chunk)[123](index=123&type=chunk) - Increased scrutiny over **native advertising disclosures** by bodies like the FTC could reduce user click-through rates[126](index=126&type=chunk)[127](index=127&type=chunk) - The company is exposed to potential new **Digital Services Taxes (DSTs)** in various jurisdictions, which could increase its tax burden[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk) - An ongoing **DOJ criminal investigation** into industry hiring activities presents uncertain and potentially costly legal risks[129](index=129&type=chunk) [Risks Related to Intellectual Property and Technology](index=33&type=section&id=D.%20Risk%20Factors%20-%20Intellectual%20Property%20and%20Technology) Reliance on trade secrets, cybersecurity threats, and use of open-source software create technological vulnerabilities - The company relies heavily on **trade secrets over patents**, which may be difficult to enforce against competitors[149](index=149&type=chunk)[150](index=150&type=chunk) - Taboola is exposed to cybersecurity risks, having mitigated the **"Log4Shell" vulnerability in December 2021**[158](index=158&type=chunk)[159](index=159&type=chunk) - Use of **third-party open-source software** carries risks of license non-compliance, potentially requiring platform re-engineering[156](index=156&type=chunk)[157](index=157&type=chunk) - The company may be subject to costly **intellectual property infringement claims** from third parties[152](index=152&type=chunk)[153](index=153&type=chunk) [Risks Related to Being a Public Company and Governance](index=37&type=section&id=D.%20Risk%20Factors%20-%20Public%20Company%20and%20Governance) As a newly public company and foreign private issuer, Taboola faces increased compliance costs and regulatory scrutiny - The management team has **limited experience managing a publicly traded company**, involving new reporting and control obligations[166](index=166&type=chunk) - As a **"foreign private issuer,"** Taboola is exempt from certain SEC rules, potentially offering fewer shareholder protections[171](index=171&type=chunk)[172](index=172&type=chunk)[173](index=173&type=chunk) - The company must establish effective internal controls, with the **first Sarbanes-Oxley Section 404 assessment due in 2023**[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk) [Risks Related to Our Ordinary Shares and Warrants](index=39&type=section&id=D.%20Risk%20Factors%20-%20Shares%20and%20Warrants) The company's securities are subject to market price volatility, dilution risk, and specific warrant redemption conditions - The **market price of Ordinary Shares may be highly volatile**, and future sales of substantial shares could cause a decline[178](index=178&type=chunk)[181](index=181&type=chunk) - The company has **never paid dividends** and does not anticipate paying any in the foreseeable future[184](index=184&type=chunk)[185](index=185&type=chunk) - The company may **redeem unexpired Warrants** when the share price is at or above $11.50, which could be disadvantageous to holders[188](index=188&type=chunk)[189](index=189&type=chunk) [Risks Relating to Our Incorporation and Location in Israel](index=41&type=section&id=D.%20Risk%20Factors%20-%20Israel) Operations are subject to risks from regional instability, intense talent competition, and Israeli legal frameworks - The company's **principal R&D facilities are in Israel**, making it susceptible to regional political and military instability[190](index=190&type=chunk)[192](index=192&type=chunk) - **Intense competition for skilled technical personnel** in Israel could hinder talent retention and increase wage expenses[194](index=194&type=chunk)[195](index=195&type=chunk)[196](index=196&type=chunk) - Provisions of **Israeli law and the company's articles** may delay or prevent an acquisition or change in control[200](index=200&type=chunk)[201](index=201&type=chunk) - The company's articles designate **Israeli courts as the exclusive forum** for most shareholder disputes, limiting legal options[203](index=203&type=chunk) [Information on the Company](index=44&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details Taboola's corporate history, business model, operational structure, and growth strategies [History and Development of the Company](index=44&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Founded in 2007, Taboola went public in 2021 and acquired e-commerce platform Connexity for approximately $800 million - On June 29, 2021, Taboola completed its business combination with ION Acquisition Corp. 1 Ltd, **becoming a public company**[218](index=218&type=chunk) - On September 1, 2021, Taboola **acquired Connexity for approximately $800 million**, financed with cash, stock, and a $300 million term loan[219](index=219&type=chunk)[223](index=223&type=chunk) - In 2021, Taboola drove strong growth through new and expanded partnerships with premium publishers including **Microsoft, BBC, and Hearst UK**[224](index=224&type=chunk)[225](index=225&type=chunk) - The Connexity acquisition advanced the "Recommend Anything" strategy, contributing **approximately 15% of revenues in Q4 2021**[228](index=228&type=chunk)[231](index=231&type=chunk) [Business Overview](index=46&type=section&id=B.%20Business%20Overview) Taboola operates an AI-powered recommendation engine for the Open Web, serving digital properties and advertisers - Taboola's mission is to power recommendations for the Open Web, helping people discover new content[232](index=232&type=chunk)[233](index=233&type=chunk)[234](index=234&type=chunk) - For digital properties, Taboola aims to **increase user engagement, grow audiences, and provide monetization** through native advertising[257](index=257&type=chunk) - For advertisers, Taboola offers massive reach to **over 500 million daily active users** in brand-safe environments[258](index=258&type=chunk)[263](index=263&type=chunk) - Key growth opportunities include **AI investment, client base expansion, new touchpoints, and strategic M&A** like the Connexity acquisition[293](index=293&type=chunk) - The company competes with **"walled gardens" like Google and Facebook** and other ad intermediaries like The Trade Desk and Outbrain[303](index=303&type=chunk)[304](index=304&type=chunk) [Organizational Structure](index=62&type=section&id=C.%20Organizational%20Structure) Taboola.com Ltd. is the parent company with a simplified structure of wholly-owned subsidiaries - Taboola.com Ltd. is the parent company with significant wholly-owned subsidiaries including **Taboola, Inc. (U.S.) and Connexity**[334](index=334&type=chunk) [Property, Plants and Equipment](index=62&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) Taboola leases all facilities and operates ten data centers globally through co-location agreements - The company leases all its facilities, with its corporate headquarters in New York City and **core R&D in Tel Aviv**[336](index=336&type=chunk) - Taboola operates **ten data centers worldwide** through co-location agreements with third-party providers[336](index=336&type=chunk) [Operating and Financial Review and Prospects](index=63&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes financial performance, highlighting revenue growth, the Connexity acquisition's impact, and liquidity Key Financial and Operating Metrics (2019-2021) | Metric (in thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Revenues | $1,378,458 | $1,188,893 | $1,093,830 | | Gross profit | $441,071 | $319,497 | $231,969 | | ex-TAC Gross Profit (Non-GAAP) | $518,863 | $382,352 | $295,829 | | Net income (loss) | $(24,948) | $8,493 | $(28,025) | | Adjusted EBITDA (Non-GAAP) | $179,464 | $106,193 | $34,082 | | Free Cash Flow (Non-GAAP) | $24,451 | $121,313 | $(26,272) | - The **acquisition of Connexity** on September 1, 2021, for approximately $800 million was a key event, financed through cash, stock, and a $300 million term loan[348](index=348&type=chunk)[351](index=351&type=chunk) - Key performance factors include growing the base of **digital property partners (~16,000)** and **advertiser clients (~15,000)** in Q4 2021[352](index=352&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk) [Operating Results](index=75&type=section&id=A.%20Operating%20Results) Revenues grew 15.9% to $1.38 billion in 2021, but the company posted a net loss due to public listing and acquisition costs Consolidated Statements of Income (Loss) Summary | (in thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | **Revenues** | **$1,378,458** | **$1,188,893** | **$1,093,830** | | Gross profit | $441,071 | $319,497 | $231,969 | | Operating income (loss) | $(13,265) | $26,193 | $(19,636) | | **Net income (loss)** | **$(24,948)** | **$8,493** | **$(28,025)** | - **Revenues increased by $189.6 million (15.9%) in 2021** compared to 2020, driven by new partners and the Connexity acquisition[419](index=419&type=chunk) - **Gross Profit increased by $121.6 million (38.1%) in 2021**, while ex-TAC Gross Profit (a non-GAAP measure) increased by $136.5 million (35.7%)[420](index=420&type=chunk)[421](index=421&type=chunk) - Operating expenses increased by $161.0 million (54.9%) in 2021, largely due to **$128.0 million in share-based compensation** and acquisition-related costs[427](index=427&type=chunk)[428](index=428&type=chunk) - The company reported a **net loss of $24.9 million in 2021**, compared to a net income of $8.5 million in 2020[418](index=418&type=chunk)[430](index=430&type=chunk) [Liquidity and Capital Resources](index=81&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company maintains sufficient liquidity through operations, equity, and debt, ending 2021 with $319.3 million in cash - As of December 31, 2021, the company had **$319.3 million in cash and cash equivalents**[447](index=447&type=chunk) Cash Flow Summary (2019-2021) | (in thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $63,521 | $139,087 | $18,056 | | Net cash provided by (used in) investing activities | $(620,460) | $10,883 | $(47,466) | | Net cash provided by financing activities | $631,127 | $2,603 | $991 | - **Net cash from operating activities decreased to $63.5 million in 2021** from $139.1 million in 2020, primarily due to changes in working capital[450](index=450&type=chunk)[452](index=452&type=chunk) - Net cash used in investing activities was $620.5 million in 2021, mainly due to **$583.5 million cash paid for the Connexity acquisition**[460](index=460&type=chunk) - Net cash from financing activities was $631.1 million in 2021, primarily from **$339.3 million in proceeds from the ION merger** and a $288.0 million loan[464](index=464&type=chunk) Contractual Obligations as of Dec 31, 2021 | (in thousands) | 2022 | 2023 | 2024 | 2025 | 2026 | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Debt Obligations | $3,000 | $3,000 | $3,000 | $3,000 | $3,000 | $284,250 | | Operating Leases | $18,542 | $14,865 | $14,115 | $12,304 | $12,610 | $18,843 | | Purchase Obligations | $7,663 | $4,147 | $2,161 | - | - | - | [Research and Development, Patents and Licenses, Etc.](index=85&type=section&id=C.%20Research%20and%20Development%2C%20Patents%20and%20Licenses%2C%20Etc.) R&D is a crucial investment focused on AI and Deep Learning, historically protected by trade secrets - R&D investments are focused on product innovation, especially in **AI (Deep Learning)**, and maintaining the core business infrastructure[472](index=472&type=chunk) - Historically reliant on trade secrets, the company now holds **approximately twenty issued patents** as of December 31, 2021[473](index=473&type=chunk) [Trend Information](index=85&type=section&id=D.%20Trend%20Information) The business is subject to seasonal advertising trends, with spending highest in Q4 and lowest in Q1 - The business is subject to seasonality, with advertising spend **typically highest in the fourth quarter** and lowest in the first quarter[474](index=474&type=chunk) [Critical Accounting Estimates](index=85&type=section&id=E.%20Critical%20Accounting%20Estimates) Financials rely on significant management judgment in areas like revenue recognition, warrants, and business combinations - **Revenue Recognition**: Significant judgment is required to determine if Taboola acts as a principal (gross basis) or an agent (net basis)[480](index=480&type=chunk) - **Warrants Liability**: Warrants are recorded as derivative liabilities at fair value, with private warrants valued using a Black-Scholes model[484](index=484&type=chunk)[485](index=485&type=chunk) - **Share-Based Compensation**: The fair value of option awards is estimated using the Black-Scholes model, requiring subjective inputs[486](index=486&type=chunk)[487](index=487&type=chunk) - **Business Combinations**: Accounting for acquisitions like Connexity requires significant estimates in valuing acquired intangible assets[498](index=498&type=chunk) [Directors, Senior Management and Employees](index=84&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details Taboola's leadership, compensation, board structure, and employee base [Directors and Senior Management](index=84&type=section&id=A.%20Directors%20and%20Senior%20Management) The leadership team is led by founder and CEO Adam Singolda, with an experienced board of directors - The executive team is led by **Adam Singolda (Founder, CEO)**, Eldad Maniv (President & COO), Lior Golan (CTO), and Stephen Walker (CFO)[501](index=501&type=chunk) - The Board of Directors is chaired by Zvi Limon and comprises eight other members with extensive experience in technology and media[501](index=501&type=chunk) [Compensation](index=87&type=section&id=B.%20Compensation) Aggregate 2021 executive and director compensation was $98.7 million, driven by share-based awards from the public listing - **Aggregate compensation for executive officers and directors in 2021 was approximately $98.7 million**, primarily from share-based compensation[525](index=525&type=chunk) 2021 Compensation for Top 5 Executives (in thousands) | Executive | Position | Salary & Benefits | Cash Bonus | Equity-Based Comp. Expense | | :--- | :--- | :--- | :--- | :--- | | Adam Singolda | CEO & Director | $908.2 | $825.0 | $35,111.7 | | Eldad Maniv | President & COO | $385.0 | $1,025.0 | $34,411.8 | | Lior Golan | CTO | $233.1 | $1,025.0 | $17,263.7 | | Stephen Walker | CFO | $529.8 | $614.0 | $3,867.0 | | Kristy Sundjaja | SVP, People Ops | $386.5 | $233.8 | $1,095.0 | - Non-employee directors receive an annual cash retainer and committee fees, plus an **initial RSU grant valued at $360,000**[527](index=527&type=chunk)[528](index=528&type=chunk) - The company has multiple equity incentive plans, with **27,584,474 shares available for issuance** under the 2021 Plan as of year-end[551](index=551&type=chunk) [Board Practices](index=98&type=section&id=C.%20Board%20Practices) The board is staggered, relies on foreign private issuer exemptions, and has independent audit and compensation committees - The Board of Directors is divided into **three classes with staggered three-year terms**[609](index=609&type=chunk)[613](index=613&type=chunk) - As a foreign private issuer, Taboola has **opted out of the Israeli requirement for external directors**, complying with Nasdaq rules instead[605](index=605&type=chunk)[616](index=616&type=chunk) - The board has three primary committees: **Audit, Compensation, and Nominating and Governance**, with independent members[620](index=620&type=chunk)[626](index=626&type=chunk)[641](index=641&type=chunk) - The company has adopted a comprehensive **compensation policy as required by Israeli law**, effective for five years from the public listing[628](index=628&type=chunk)[629](index=629&type=chunk)[633](index=633&type=chunk) [Employees](index=109&type=section&id=D.%20Employees) As of December 31, 2021, Taboola had approximately 1,800 employees, including about 500 in R&D - As of December 31, 2021, the company had **approximately 1,800 employees**, including those from the Connexity acquisition[664](index=664&type=chunk) - **Approximately 500 employees work in research and development**[664](index=664&type=chunk) - Most employees are not covered by a collective bargaining agreement, except for about 60 in France, Spain, and Brazil[665](index=665&type=chunk) [Major Shareholders and Related Party Transactions](index=110&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section details the ownership structure and transactions with related parties, including major VC firms and management Major Shareholders (as of March 15, 2022) | Shareholder | Percentage of Outstanding Shares | | :--- | :--- | | Evergreen | 10.2% | | STG III, L.P | 7.4% | | Marker | 6.3% | | FMR LLC | 6.0% | | Pitango | 5.2% | | Adam Singolda (CEO) | 5.6% | | All Executive Officers and Directors as a Group | 41.1% | - The company entered into an **Investors' Rights Agreement** with certain shareholders, granting them registration rights for resale[680](index=680&type=chunk) - The company has entered into **indemnification agreements** with its directors and executive officers[682](index=682&type=chunk) [Financial Information](index=114&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms financial statements are provided and notes no material legal proceedings or dividend plans - The company is not presently party to any legal proceedings expected to have a **material adverse effect** on its business[686](index=686&type=chunk) - Taboola has **never declared or paid dividends** and does not anticipate paying any in the foreseeable future[687](index=687&type=chunk) [Additional Information](index=115&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details share capital, articles of association, and key Israeli and U.S. tax considerations [Memorandum and Articles of Association](index=115&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) The company has 700 million authorized shares and holds annual general meetings as required by its articles - Authorized share capital is **700,000,000 Ordinary Shares**, with 234,031,749 issued and outstanding as of December 31, 2021[699](index=699&type=chunk) - An **annual general shareholder meeting** is required every calendar year, with special meetings callable by the board or shareholders[704](index=704&type=chunk) [Taxation](index=117&type=section&id=E.%20Taxation) Taboola benefits from a reduced Israeli tax rate and believes it was not a PFIC for U.S. holders in 2021 - The company is eligible for a **reduced Israeli corporate tax rate of 12%** on its "Preferred Technology Income"[714](index=714&type=chunk)[728](index=728&type=chunk)[731](index=731&type=chunk) - In Q4 2021, the company released previously tax-exempted earnings, resulting in a **one-time GAAP tax expense of $4.4 million**[415](index=415&type=chunk)[1032](index=1032&type=chunk) - The company believes it was **not a Passive Foreign Investment Company (PFIC)** for its 2021 taxable year, but future status is uncertain[757](index=757&type=chunk)[760](index=760&type=chunk)[770](index=770&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=131&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is primarily exposed to foreign currency, interest rate, and credit risks Foreign Currency Exchange Rate Sensitivity (Impact on Operating Income) | Currency Pair (in thousands) | +10% Change Impact | -10% Change Impact | | :--- | :--- | :--- | | **2021** | | | | NIS/USD | $(7,542) | $7,542 | | EUR/USD | $(5,886) | $5,886 | | GBP/USD | $4,685 | $(4,685) | | JPY/USD | $(1,966) | $1,966 | - The company is exposed to interest rate risk from its variable-rate debt; a **1% rate increase would raise annual interest expense by ~$3 million**[805](index=805&type=chunk) - **Credit risk from accounts receivable** is managed through credit limits and insurance, with no material losses in the last three years[806](index=806&type=chunk) PART II [Controls and Procedures](index=133&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were effective, with no management report on internal controls required yet - Management, including the CEO and CFO, concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2021[813](index=813&type=chunk) - As a newly public company, this annual report **does not include a management report or auditor attestation on internal control** over financial reporting[814](index=814&type=chunk) [Other Information](index=133&type=section&id=ITEM%2016.%20OTHER%20INFORMATION) This section covers governance topics, including the audit committee financial expert, code of conduct, and auditor fees - The board of directors has determined that Mr. Richard Scanlon is an **audit committee financial expert**[816](index=816&type=chunk) - The company has adopted a **Code of Conduct** that applies to all employees, officers, and directors[818](index=818&type=chunk)[819](index=819&type=chunk) Principal Accountant Fees (in thousands) | Fee Category | 2021 | 2020 | | :--- | :--- | :--- | | Audit Fees | $3,598 | $2,632 | | Audit-Related Fees | $221 | $162 | | Tax Fees | $1,718 | $1,137 | | All Other Fees | $227 | $153 | | **Total** | **$5,764** | **$4,084** | - As a foreign private issuer, Taboola relies on an exemption from Nasdaq's **quorum requirement**, setting its quorum at 25% of voting power[833](index=833&type=chunk) PART III [Financial Statements](index=136&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the audited consolidated financial statements for fiscal years 2019-2021 - The financial statements were audited by **Kost Forer Gabbay & Kasierer**, a member of Ernst & Young Global[839](index=839&type=chunk)[851](index=851&type=chunk) - **Critical Audit Matters** identified were: 1) Revenue Recognition (principal vs. agent), and 2) Valuation of intangible assets in the Connexity acquisition[855](index=855&type=chunk)[857](index=857&type=chunk)[861](index=861&type=chunk) Consolidated Balance Sheet Summary (As of Dec 31) | (in thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Total Current Assets | $628,948 | $426,134 | | Total Assets | $1,597,314 | $580,168 | | Total Current Liabilities | $400,561 | $300,233 | | Total Liabilities | $829,743 | $363,322 | | Total Shareholders' Equity | $767,571 | $46,640 |

Taboola.com Ltd. (NASDAQ:TBLA) Q4 2021 Earnings Conference Call February 23, 2022 8:30 AM ET Company Participants Jennifer Horsley - IR Adam Singolda - Founder and CEO Steve Walker - CFO Conference Call Participants Justin Patterson - KeyBanc Andrew Boone - JMP Securities John Blackledge - Cowen Laura Martin - Needham Jason Helfstein - Oppenheimer Stephen Ju - Credit Suisse Disclaimer*: This transcript is designed to be used alongside the freely available audio recording on this page. Timestamps within the ...

MANAGEMENT PRESENTATION Forward-Looking Statements - Disclaimer Certain statements in this presentation are forward-looking statements, including our 2022 guidance. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the "Company"). In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "contin ...