NEW YORK, April 19, 2021 /PRNewswire/ -- Taboola, a
global leader in powering recommendations for the open web, helping
people discover things they may like, today announced selected
preliminary results for the quarter ended March 31, 2021.
Adam Singolda, Taboola's Founder and CEO, commented, "The first
quarter has been an exciting period for Taboola: we announced our
intention to merge with ION Acquisition Corp. 1 Ltd. (NYSE:IACA),
which is proceeding on schedule; and we continued to see strong
performance in our core business that powers recommendations across
the open web. While Q1 has historically been a seasonally
slower period for the industry, our performance was stronger than
anticipated. Additionally, we have continued to focus on pursuing
our growth initiatives and recently announced a new high impact
placement initiative developed for brand marketers and agencies to
help drive brand awareness. I could not be more excited to embark
on our new journey as a public company; we are looking forward to
completing our transaction in the second quarter of 2021 and
capitalizing on our momentum to further strengthen our position in
the $64 billion Open Web market."
For the first quarter of 2021, the Company currently
expects:
- Revenues in the range of $300
million to $303 million,
versus the prior projection of $286
million.
- Gross Profit in the range of $87
million to $90 million, versus
the prior projection of $78
million.
- ex-TAC Revenues in the range of $104
million to $107 million,
versus the prior projection of $95
million.
Taboola's selected preliminary results for the first quarter of
2021 reflects strength in its existing publisher business driven by
improved network yield relative to historic seasonal
expectations.
As Taboola has not yet closed its books for the first quarter of
2021, these preliminary results are based on the most current
information available to management and are subject to change.
Taboola expects to release its first quarter 2021 results and
update its guidance in mid-May.
*About Non-GAAP Financial Information
This press release includes preliminary ex-TAC Revenues, which
is a non-GAAP financial measure. This non-GAAP preliminary
financial measure is not a measure of financial performance in
accordance with GAAP and may exclude items that are significant in
understanding and assessing the Company's financial results.
Therefore, this measure should not be considered in isolation or as
an alternative to revenues, gross profit, net income, cash flows
from operations or other measures of profitability, liquidity or
performance under GAAP. You should be aware that the Company's
presentation of this measure may not be comparable to
similarly-titled measures used by other companies.
The Company believes non-GAAP financial measures provide useful
information to management and investors regarding future financial
and business trends relating to the Company. The Company believes
that the use of these measures provides an additional tool
for investors to use in evaluating operating results and
trends and in comparing the Company's financial measures with other
similar companies, many of which present similar non-GAAP financial
measures to investors. Non-GAAP preliminary financial measures are
subject to inherent limitations because they are forward-looking
and not historical facts and because they reflect the exercise of
judgments by management about which items are excluded or included
in calculating them. Please refer to footnotes where presented on
each page of this press release or to the appendix at the end of
this press release for a reconciliation of preliminary ex-TAC
Revenues to Gross Profit, which the Company believes is the most
directly comparable measure in accordance with GAAP.
Note Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking
statements. Forward-looking statements generally relate to future
events including future financial or operating performance of
Taboola.com Ltd. (the "Company"). For example, preliminary
Revenues, Gross Profit, and ex-TAC Revenues, and the expected
timing of first quarter 2021 results and updating guidance, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "should",
"expect", "intend", "will", "estimate", "anticipate", "believe",
"predict", "potential" or "continue", or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by the Company and
its management, are inherently uncertain. Uncertainties and risk
factors that could affect the Company's future performance and
cause results to differ from the forward-looking statements in this
presentation include, but are not limited to: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the proposed transaction involving the Company and
ION (such transaction, the "Business Combination"); the outcome of
any legal proceedings that may be instituted against ION or the
Company, the combined company or others following the announcement
of the Business Combination; the inability to complete the Business
Combination due to the failure to obtain approval of the
shareholders of ION or to satisfy other conditions to closing;
changes to the proposed structure of the Business Combination that
may be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the Business Combination; the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; the risk that the Business Combination disrupts
current plans and operations of ION or the Company as a result of
the announcement and consummation of the Business Combination; the
ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and retain
its management and key employees; costs related to the Business
Combination; changes in applicable laws or regulations; the
Company's estimates of expenses and profitability and underlying
assumptions with respect to shareholder redemptions and purchase
price and other adjustments; ability to attract new digital
properties and advertisers; ability to meet minimum guarantee
requirements in contracts with digital properties; intense
competition in the digital advertising space, including with
competitors who have significantly more resources; ability to grow
and scale the Company's ad and content platform through new
relationships with advertisers and digital properties; ability to
secure high quality content from digital properties; ability to
maintain relationships with current advertiser and digital property
partners; ability to make continued investments in the Company's
AI-powered technology platform; the need to attract, train and
retain highly-skilled technical workforce; changes in the
regulation of, or market practice with respect to, "third party
cookies" and its impact on digital advertising; continued
engagement by users who interact with the Company's platform on
various digital properties; the impact of the ongoing COVID-19
pandemic; reliance on a limited number of partners for a
significant portion of the Company's revenue; changes in laws and
regulations related to privacy, data protection, advertising
regulation, competition and other areas related to digital
advertising; ability to enforce, protect and maintain intellectual
property rights; and risks related to the fact that we are
incorporated in Israel and
governed by Israeli law; and other risks and uncertainties set
forth in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in ION's final prospectus
relating to its initial public offering dated October 1, 2020 and in subsequent filings with
the Securities and Exchange Commission ("SEC"), including the proxy
statement relating to the Business Combination expected to be filed
by ION.
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date they were made. Neither
ION nor the Company undertakes any duty to update these
forward-looking statements except as may be required by law.
Additional Information
This communication is being made in respect of the proposed
transaction involving Taboola.com Ltd. ("Taboola") and ION
Acquisition Corp. 1 Ltd. ("ION"). This communication does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. In
connection with the proposed transaction, Taboola will file with
the Securities and Exchange Commission ("SEC") a registration
statement on Form F-4 that will include a proxy statement of ION in
connection with ION's solicitation of proxies for the vote by ION's
shareholders with respect to the proposed transaction and other
matters as may be described in the registration statement. Taboola
and ION also plan to file other documents with the SEC regarding
the proposed transaction and a proxy statement/prospectus will be
mailed to holders of shares of ION's Class A ordinary shares.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE
URGED TO READ THE FORM F-4 AND THE PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The proxy statement/prospectus, as well as other filings
containing information about Taboola and ION will be available
without charge at the SEC's Internet site (http://www.sec.gov).
Copies of the proxy statement/prospectus can also be obtained, when
available, without charge, from Taboola's website at
http://www.taboola.com. Copies of the proxy statement/prospectus
can be obtained, when available, without charge, from ION's website
at http://www.ion-am.com/spac.
Participants in the Solicitations
Taboola, ION and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from ION's shareholders in connection with
the proposed transaction. You can find more information about ION's
directors and executive officers in ION's final prospectus dated
October 1, 2020 and filed with the
SEC on October 5, 2020. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act, or an exemption
therefrom.
About Taboola
Taboola powers recommendations for the open web, helping people
discover things they may like. The company's platform, powered by
artificial intelligence, is used by digital properties, including
websites, devices and mobile apps, to drive monetization and user
engagement. Taboola has long-term partnerships with some of the top
digital properties in the world, including CNBC, NBC News, Business
Insider, The Independent and El Mundo. More than 13,000 advertisers
use Taboola to reach over 500 million daily active users in a
brand-safe environment. The company has offices in 18 cities
worldwide, including New York and
Tel Aviv.
Taboola is going public via a merger with ION Acquisition Corp.
1 Ltd. (NYSE: IACA), a publicly traded special purpose acquisition
company, or SPAC. For more information visit:
https://www.taboola.com/press-release/taboola-goes-public.
Learn more at www.taboola.com and follow @taboola on
Twitter.
APPENDIX: Non-GAAP
Reconciliation
|
|
RECONCILIATION OF
GAAP TO NON-GAAP PRELIMINARY FINANCIAL
MEASURES FOR Q1 2021
|
|
(Unaudited)
|
|
The following table
provides a reconciliation of preliminary Gross Profit to
preliminary ex-TAC Revenues.
|
|
|
Q1
2021
|
|
(dollars in
millions)
|
Revenues
|
$300 - $303
|
Traffic acquisition
cost
|
($193 -
$199)
|
Other Cost of
Revenues
|
($16 - $17)
|
Gross
Profit
|
$87 - $90
|
Add Back: Other Cost
of Revenues
|
$16 - $17
|
ex-TAC
Revenues
|
$104 - $107
|
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SOURCE Taboola