Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021shares | |
Entity Listings [Line Items] | |
Document Type | 20-F |
Amendment Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Current Fiscal Year End Date | --12-31 |
Document Period End Date | Dec. 31, 2021 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | FY |
Document Transition Report | false |
Document Shell Company 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 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 |
Entity Common Stock, Shares Outstanding | 234,031,749 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Auditor Firm ID | 1281 |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel Aviv, Israel |
Business Contact [Member] | |
Entity Listings [Line Items] | |
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 |
Contact Personnel Name | Adam Singolda |
Contact Personnel Email Address | investors@taboola.com |
City Area Code | 212 |
Local Phone Number | 206-7633 |
Ordinary Shares [Member] | |
Entity Listings [Line Items] | |
Title of 12(b) Security | Ordinary shares, no par value |
Trading Symbol | TBLA |
Security Exchange Name | NASDAQ |
Warrants [Member] | |
Entity Listings [Line Items] | |
Title of 12(b) Security | Warrants to purchase ordinary shares |
Trading Symbol | TBLAW |
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 319,319 | $ 242,811 |
Restricted deposits | 1,000 | 3,664 |
Trade receivables (net of allowance for credit losses of $ 3,895 and $ 4,096 as of December 31, 2021 and 2020, respectively) | 245,235 | 158,050 |
Prepaid expenses and other current assets | 63,394 | 21,609 |
Total current assets | 628,948 | 426,134 |
NON-CURRENT ASSETS | ||
Long-term prepaid expenses | 32,926 | 5,289 |
Restricted deposits | 3,897 | 3,300 |
Deferred tax assets | 1,876 | 1,382 |
Right of use assets | 65,105 | 68,058 |
Property and equipment, net | 63,259 | 52,894 |
Intangible assets, net | 250,923 | 3,905 |
Goodwill | 550,380 | 19,206 |
Total non-current assets | 968,366 | 154,034 |
Total assets | 1,597,314 | 580,168 |
CURRENT LIABILITIES | ||
Trade payables | 259,941 | 189,352 |
Short-term operating lease liabilities | 12,958 | 15,746 |
Accrued expenses and other current liabilities | 124,662 | 95,135 |
Current portion of long-term loan | 3,000 | 0 |
Total current liabilities | 400,561 | 300,233 |
LONG TERM LIABILITIES | ||
Deferred tax liabilities | 51,027 | 45 |
Warrants liability | 31,227 | 0 |
Long-term loan, net of current portion | 285,402 | 0 |
Long-term operating lease liabilities | 61,526 | 63,044 |
Total long-term liabilities | 429,182 | 63,089 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
CONVERTIBLE PREFERRED SHARES | ||
Preferred A, B, B-1, B-2, C, D and E shares with no par value - Authorized: 0 and 123,389,750 shares as of December 31, 2021 and 2020, respectively; Issued and outstanding: 0 and 121,472,152 shares as of December 31, 2021 and 2020, respectively. | 0 | 170,206 |
SHAREHOLDERS' EQUITY | ||
Ordinary shares with no par value - Authorized: 700,000,000 and 176,535,661 shares as of December 31, 2021, and 2020, respectively; shares issued and outstanding: 234,031,749 and 41,357,049 as of December 31, 2021 and 2020, respectively. | 0 | 0 |
Additional paid-in capital | 824,016 | 78,137 |
Accumulated deficit | (56,445) | (31,497) |
Total shareholders' equity | 767,571 | 46,640 |
Total liabilities, convertible preferred shares and shareholders' equity | $ 1,597,314 | $ 580,168 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Trade receivables, allowance for credit losses | $ 3,895 | $ 4,096 |
SHAREHOLDERS' EQUITY | ||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized (in shares) | 700,000,000 | 176,535,661 |
Ordinary shares, shares issued (in shares) | 234,031,749 | 41,357,049 |
Ordinary shares, shares outstanding (in shares) | 234,031,749 | 41,357,049 |
Convertible Preferred Stock [Member] | ||
CONVERTIBLE PREFERRED SHARES | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 0 | 123,389,750 |
Preferred stock, shares issued (in shares) | 0 | 121,472,152 |
Preferred stock, shares outstanding (in shares) | 0 | 121,472,152 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF INCOME (LOSS) [Abstract] | |||
Revenues | $ 1,378,458 | $ 1,188,893 | $ 1,093,830 |
Cost of revenues: | |||
Traffic acquisition cost | 859,595 | 806,541 | 798,001 |
Other cost of revenues | 77,792 | 62,855 | 63,860 |
Total cost of revenues | 937,387 | 869,396 | 861,861 |
Gross profit | 441,071 | 319,497 | 231,969 |
Operating expenses: | |||
Research and development expenses | 117,933 | 99,423 | 84,710 |
Sales and marketing expenses | 206,089 | 133,741 | 130,353 |
General and administrative expenses | 130,314 | 60,140 | 36,542 |
Total operating expenses | 454,336 | 293,304 | 251,605 |
Operating income (loss) before finance income (expenses) | (13,265) | 26,193 | (19,636) |
Finance income (expenses), net | 11,293 | (2,753) | (3,392) |
Income (loss) before income taxes | (1,972) | 23,440 | (23,028) |
Provision for income taxes | 22,976 | 14,947 | 4,997 |
Net income (loss) | (24,948) | 8,493 | (28,025) |
Basic [Abstract] | |||
Less: Undistributed earnings allocated to participating securities | (11,944) | (22,932) | (21,173) |
Net income (loss) attributable to ordinary shares - basic | (36,892) | (14,439) | (49,198) |
Diluted [Abstract] | |||
Less: Undistributed earnings allocated to participating securities | (11,944) | (22,932) | (21,173) |
Net income (loss) attributable to ordinary shares - diluted | $ (36,892) | $ (14,439) | $ (49,198) |
Net income (loss) per share attributable to ordinary shareholders | |||
Net income (loss) per share attributable to ordinary shareholders, basic (in dollars per share) | $ (0.26) | $ (0.36) | $ (1.11) |
Net income (loss) per share attributable to ordinary shareholders, diluted (in dollars per share) | $ (0.26) | $ (0.36) | $ (1.11) |
Weighted-average shares used in computing net loss per share attributable to ordinary shareholders | |||
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic (in shares) | 142,883,475 | 40,333,870 | 44,324,234 |
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted (in shares) | 142,883,475 | 40,333,870 | 44,324,234 |
CONSOLIDATED STATEMENTS OF CONV
CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS, EQUITY - USD ($) $ in Thousands | Convertible Preferred Stock [Member] | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 170,206 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 121,472,152 | ||||
Beginning balance at Dec. 31, 2018 | $ 0 | $ 38,017 | $ (11,965) | $ 26,052 | |
Beginning balance (in shares) at Dec. 31, 2018 | 43,888,711 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share based compensation expenses | $ 0 | 8,249 | 0 | 8,249 | |
Exercise of options | $ 0 | 991 | 0 | 991 | |
Exercise of options (in shares) | 1,014,562 | ||||
Net income (loss) | (28,025) | (28,025) | |||
Ending balance at Dec. 31, 2019 | $ 170,206 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 121,472,152 | ||||
Ending balance at Dec. 31, 2019 | $ 0 | 47,257 | (39,990) | 7,267 | |
Ending balance (in shares) at Dec. 31, 2019 | 44,903,273 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cancellation of dormant restricted shares | $ 0 | 0 | |||
Cancellation of dormant restricted shares (in shares) | (7,411,689) | ||||
Share based compensation expenses | 28,277 | 28,277 | |||
Exercise of options | 2,603 | 2,603 | |||
Exercise of options (in shares) | 3,865,465 | ||||
Net income (loss) | 8,493 | 8,493 | |||
Ending balance at Dec. 31, 2020 | $ 170,206 | 170,206 | |||
Ending balance (in shares) at Dec. 31, 2020 | 121,472,152 | ||||
Ending balance at Dec. 31, 2020 | $ 0 | 78,137 | (31,497) | 46,640 | |
Ending balance (in shares) at Dec. 31, 2020 | 41,357,049 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Ordinary Shares as part of the Merger and PIPE transaction | 285,378 | 285,378 | |||
Issuance of Ordinary Shares as part of the Merger and PIPE transaction (in shares) | 43,971,516 | ||||
Conversion of Preferred Shares to Ordinary Shares | $ (170,206) | 170,206 | 170,206 | ||
Conversion of Preferred Shares to Ordinary Shares (in shares) | (121,472,152) | 121,472,152 | |||
Issuance of ordinary shares related to business combination | 157,689 | 157,689 | |||
Issuance of ordinary shares related to business combination (in shares) | 17,328,049 | ||||
Share based compensation expenses | 128,740 | 128,740 | |||
Exercise of options and vested RSUs | 10,018 | 10,018 | |||
Exercise of options and vested RSUs (in shares) | 9,902,983 | ||||
Payments of tax withholding for share based compensation | (6,152) | (6,152) | |||
Net income (loss) | (24,948) | (24,948) | |||
Ending balance at Dec. 31, 2021 | 0 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | ||||
Ending balance at Dec. 31, 2021 | $ 0 | $ 824,016 | $ (56,445) | $ 767,571 | |
Ending balance (in shares) at Dec. 31, 2021 | 234,031,749 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (24,948) | $ 8,493 | $ (28,025) |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization | 53,111 | 33,957 | 39,364 |
Share based compensation expenses | 127,957 | 28,277 | 8,249 |
Net gain from financing (income) | (2,320) | (3,318) | (454) |
Revaluation of warrants liability | (22,656) | 0 | 0 |
Accrued interest, net | 0 | 520 | (161) |
Amortization of loan issuance cost | 402 | 0 | 0 |
Changes in operating assets and liabilities, net of business combinations: | |||
Increase in trade receivables | (40,113) | (3,294) | (15,326) |
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses | (64,923) | 17,975 | (24,757) |
Increase in trade payables | 23,862 | 23,434 | 31,622 |
Increase in accrued expenses and other current liabilities | 16,182 | 34,344 | 5,224 |
Decrease in deferred taxes, net | (1,581) | (3,380) | (239) |
Change in operating lease right of use assets | 14,529 | 13,758 | 12,452 |
Change in operating lease liabilities | (15,981) | (11,679) | (9,893) |
Net cash provided by operating activities | 63,521 | 139,087 | 18,056 |
Cash flows from investing activities: | |||
Purchase of property and equipment, including capitalized internal-use software | (39,070) | (17,774) | (44,328) |
Cash paid in connection with acquisitions, net of cash received | (583,457) | (202) | (3,966) |
Proceeds from (investment in) restricted deposits | 2,067 | (104) | (583) |
Proceeds from (investment in) short-term deposits | 0 | 28,963 | 1,411 |
Net cash provided by (used in) investing activities | (620,460) | 10,883 | (47,466) |
Cash flows from financing activities: | |||
Exercise of options and vested RSUs | 10,018 | 2,603 | 991 |
Issuance of share, net of offering costs | 285,378 | 0 | 0 |
Payments of tax withholding for share based compensation | (6,152) | 0 | 0 |
Issuance of Warrants | 53,883 | 0 | 0 |
Proceeds from long-term loan, net of debt issuance cost | 288,750 | 0 | 0 |
Repayment of current portion of long-term loan | (750) | 0 | 0 |
Net cash provided by financing activities | 631,127 | 2,603 | 991 |
Exchange differences on balances of cash and cash equivalents | 2,320 | 3,318 | 454 |
Increase (decrease) in cash and cash equivalents | 76,508 | 155,891 | (27,965) |
Cash and cash equivalents - at the beginning of the period | 242,811 | 86,920 | 114,885 |
Cash and cash equivalents - at end of the period | 319,319 | 242,811 | 86,920 |
Cash paid during the year for: | |||
Income taxes | 15,475 | 9,980 | 7,947 |
Interest | 1,125 | 715 | 0 |
Non-cash investing and financing activities: | |||
Deferred offering costs incurred during the period included in the long-term prepaid expenses | 0 | 2,096 | 0 |
Purchase of property, plant and equipment and intangible assets | 1,120 | 1,879 | 3,139 |
Acquisition of Celltick activity | 0 | 0 | 202 |
Creation of operating lease right-of-use assets | 4,520 | 14,635 | 5,592 |
Fair value of ordinary shares issued as consideration of the acquisition | 157,689 | 0 | 0 |
Share based compensation included in capitalized internal-use software | $ 783 | $ 0 | $ 0 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2021 | |
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 and commenced its operations on September 3, 2006. Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed. 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 our e-Commerce offerings, we also syndicate our 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. Merger Agreement On January 25, 2021, the Company and Toronto Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Taboola (“Merger Sub”) entered into a merger agreement (“Merger Agreement”), with ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company (“ION”), which was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. ION’s Class A ordinary shares, warrants, and units were previously listed on the NYSE under the symbols ‘‘ION’’, ‘‘ION.WS’’, and ‘‘ION.U’’, respectively. Pursuant to the Merger Agreement, on June 29, 2021, Merger Sub merged with and into ION, with ION surviving the merger (the “Merger Transaction”). Pursuant to the Merger Agreement, at the effective time of the Merger Transaction (the “Effective Time”), (a) each issued and outstanding unit of ION, consisting of one Class A ordinary share of ION, par value $0.0001 per share (“Class A Ordinary Shares”), and one-fifth one-fifth After the Effective Time and once the Taboola Warrants become exercisable, Taboola may redeem the outstanding Taboola Warrants (except as described herein with respect to the Private Warrants) in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and if, and only if, the closing price of the Taboola Ordinary Shares equals or exceeds $18.00 per share, subject to certain adjustments, for any 20 trading days within a 30-trading day period ending three business days before the notice of redemption is sent to the warrant holders. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants. After the Effective Time, the Private Placement Warrants (including the Taboola Ordinary Shares issuable upon exercise of such warrants) are not redeemable by Taboola so long as they are held by ION’s sponsors, members of ION’s sponsors or their permitted transferees. ION’s sponsors or their permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. Concurrently with and following the execution of the Merger Agreement, Taboola and certain accredited investors (the “PIPE Investors”) entered into a series of subscription agreements, which closed concurrently with the closing of the merger under the Merger Agreement, providing for the purchase by the PIPE Investors at the Effective Time of an aggregate of 13,500,000 Taboola Ordinary Shares at a price per share of $10.00 (assuming the Stock Split has been effected), for gross proceeds to Taboola of $135,000 (collectively, the “PIPE”). The closing of the PIPE was conditioned upon the consummation of the Merger Transaction. Concurrently with and following the execution of the Merger Agreement, Taboola and certain accredited investors (the “Secondary Investors”) entered into share purchase agreements pursuant to which the Secondary Investors purchased 15,120,000 Taboola Ordinary Shares from certain shareholders of Taboola, at a price per share of $10.00 (assuming the Stock Split had been affected), for gross proceeds of $151,200. On June 29, 2021, following the Merger Transaction and other transactions contemplated by the Merger Agreement, ION became a direct, wholly owned subsidiary of Taboola. As a result, Taboola's shares and warrants became listed on The Nasdaq Global Market under the symbols “TBLA” and “TBLAW”, respectively The ION business combination was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. It has been determined that Taboola was the accounting acquirer based on evaluation of the following facts and circumstances: Taboola’s existing shareholders will have the majority voting interest in the combined entity, Taboola’s directors will represent the majority of the board of directors of the combined company and Taboola’s senior management will be the senior management of the combined company. The Subscription Agreements related to the PIPE, which were executed concurrently with and following the Merger Agreement, resulted in the issuance of Taboola Ordinary Shares, leading to an increase in share premium. The total ION cash amount and the PIPE consideration, net of transaction costs, were allocated to the equity and Warrants liability of Taboola as of the Merger Transaction date in the amounts of $285,378 and $53,883, respectively. The transaction costs related to the Warrants liability in the amount of $4,024 were recognized as general and administrative expenses in the Company's consolidated statement of income (loss) for the year ended December 31, 2021. On June 29, 2021, the Company’s board of directors and the stockholders, approved a 2.700701493 for 1 stock split, pursuant to which all Convertible Preferred Shares, Restricted Shares, Restricted Share Units, options to purchase Ordinary Shares, exercise price and net income (loss) per share amounts were adjusted retroactively for all periods presented in Company’s consolidated financial statements. c. On September 1, 2021, the Company completed the acquisition of Shop Holding Corporation (“Connexity”) (“Connexity Acquisition”), an independent e-Commerce media platform in the open web, from Shop Management, LLC (“Seller”). Connexity is a technology and data-driven integrated marketing services company focused on the e-commerce ecosystem. Through a focus on performance-based retail marketing, Connexity enables retailers and brands to understand their consumers better, acquire new customers at a lower cost, and increase sales from their target consumers. Connexity offers a comprehensive range of marketing services to online retailers and brands in the U.S. and Europe, including syndicated product listings, search marketing, and customer insights. Connexity corporate headquarters is in Santa Monica, California, and the company also maintains offices in New York, United States; London, England; and Karlsruhe, Germany. The Connexity Acquisition was accounted for by the purchase method of accounting, and, accordingly, the purchase price has been allocated according to the fair value of the assets acquired and liabilities assumed (See Note 5). The total purchase price for the Connexity Acquisition was $752,014, subject to customary purchase price adjustments for working capital, the payment of existing Connexity debt, expenses and the other terms and conditions described in the Purchase Agreement. d. In September 2021, the Company entered into a registration rights agreement under which the Company agreed, in accordance with the terms of the registration right agreement, to register the Company’s ordinary shares issued to the seller for resale under the Securities Act of 1933, as amended. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are denominated in U.S. dollars. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the 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 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. On an ongoing basis, the Company's management evaluates estimates, including those related to accounts receivable and allowance for credit losses, acquired intangible assets and goodwill, the useful life of intangible assets, capitalized internal-use software, property and equipment, the incremental borrowing rate for operating leases, share based compensation including the determination of the fair value of the Company’s share based awards, the fair value of the Private Warrants, and the valuation of deferred taxes and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. Functional Currency Majority of the Company's revenues and costs of revenues are denominated in United States dollars ("dollars"). While some of the Company's revenues and operational costs are incurred in other currencies, the Company's management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiaries operate and therefore, is the Company's functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with ASC No. 830, "Foreign Currency Matters", at the exchange rate at the date of the transaction or the average exchange rate in the month. At the end of each reporting period, monetary assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of income (loss) as appropriate. Cash and cash equivalents Cash and cash equivalents consist of cash in banks and highly liquid investments with an original maturity of three months or less at the date of purchase. Restricted Deposits The Company’s restricted deposits primarily consist of bank deposits collateralizing the Company’s operating leases. Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability, considering the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability, in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. Financial instruments consist of cash equivalents, restricted deposits, trade receivables, trade payables, accrued liabilities and warrants liability. Cash equivalents, restricted cash and warrants liability are stated at fair value on a recurring basis. Trade receivables, trade payables, and accrued liabilities are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date. Trade Receivables and Allowance for Credit Losses Trade receivables are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit losses. Payment terms and conditions vary by contract type, although terms generally include a requirement to pay within 30 days of the invoice. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience and current and future economics and market conditions. The estimate of the amount that may not be collected is based on the geographic location, aging and customer financial condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company writes-off receivables when they are deemed uncollectible, having exhausted all collection efforts. Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted deposit and trade receivables. The Company’s cash, cash equivalents and restricted deposits are invested in major banks mostly in Israel, United States and United Kingdom. The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution. In the United States and United Kingdom, the Company deposits are maintained with commercial banks, which are insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”) and Financial Services Compensation Scheme (“FSCS”), which is authorized by the Bank of England (acting in its capacity as the Prudential Regulation Authority), respectively. At various times the Company has deposits in excess of the maximum amounts insured by the FDIC and FSCS. In Israel, commercial banks do not have government-sponsored deposit insurance. As of December 31, 2021, the Company has not experienced credit losses related to these balances. As of December 31, 2021 and 2020, the Company maintained balances of approximately $162,301 and $33,652, respectively with U.S. banks in excess of the amounts insured by the FDIC and $35,814 and $41,818, respectively, with United Kingdom banks in excess of the amounts insured by the FSCS. The Company’s trade receivables are geographically diversified and derived mainly from sales in the United States. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its accounts receivables and establishes an allowance for expected losses as necessary. As of December 31, 2021 and 2020, no single customer represented 10% or more of accounts receivable. No single customer accounted for more than 10% of total revenue for the periods presented. Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s Merger agreement. Following consummation of the Merger and related Transactions, the deferred offering costs were reclassified to shareholders’ equity and recorded against the proceeds from the Transaction. The Company capitalized $2,096 of deferred offering costs within the long-term prepaid expenses in the consolidated balance sheets as of December 31, 2020. These costs were paid during the year ended December 31, 2021. Leases The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under ASU 2016-02, “Leases” ("ASC 842"), a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components. The right of use assets, or ROU assets, and related lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments. The Company's incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Some of the Company's leases contain one or more options to extend. The exercise of lease renewal options is typically at the Company's sole discretion. The Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it is reasonably certain to exercise the options to extend the lease. Some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption, and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Additional payments based on the change in a CPI are recorded as a period expense when incurred. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Years Computer equipment and software 3 - 4 Internal-use software 3 Office furniture and equipment 3 - 7 Leasehold improvements Over the shorter of expected lease term or estimated useful life Internal-Use Software Development Costs According to ASC 350-40 the Company capitalizes certain internal-use software development costs associated with creating and enhancing internal-use software related to its platform and technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and services consumed in developing or obtaining the software. Capitalized internal-use software is included in property and equipment, net in the consolidated balance sheets. Software development costs that do not meet the criteria for capitalization are expensed as incurred and recorded in research and development expenses in the consolidated statements of income (loss). Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal-use when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software and technologies are ready for their intended purpose. Internal-use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. Business Combinations In accordance with ASC 805, the Company accounts for business combinations using the acquisition method of accounting. The Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of income (loss). The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, merchant/network affiliate relationships, publisher relationships, technology, tradenames and discount rates. The Company estimates fair value based upon assumptions that are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Intangible Assets Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations, namely customer relationships and developed technology. Intangible assets are recorded at fair value, net of accumulated amortization. The Company amortizes its intangible assets reflecting the pattern in which the economic benefits of the intangible assets are consumed. When a pattern cannot be reliably determined, the Company uses a straight-line amortization method. The estimated useful lives of the Company’s intangible assets are as follows: Years Merchant/ Network affiliate relationships 4.5 Publisher relationships 4 Tradenames 3 Technology 3 - 5 Customer relationships 5 - 9 Impairment of Long-Lived Assets The Company's long-lived assets are reviewed for impairment in accordance with ASC No, 360 "Property, Plant and Equipment" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There was no impairment of long-lived assets in the years ended December 31, 2021, 2020 and 2019. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The Company’s annual impairment assessment of a single reporting unit is performed as of the fourth quarter of each year. Assessments are performed at other times if events or circumstances indicate it is more likely than not that the asset is impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets, or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. If the Company determines that it is more likely than not Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers accountable for operations, operating results beyond revenue or gross profit, or plans for levels or components below the consolidated unit level. Accordingly, the Company has a single reporting segment. Revenue Recognition Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of the standard, the Company perform the following five steps: (i) Identify the contract with a customer; (ii) Identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) Determine the transaction price, including the constraint on variable consideration; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue as the Company satisfies the performance obligations. The Company generates revenues when people 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 generally share the resulting revenue with the digital properties who display those ads. Advertisers accept the Company’s terms of service upon signature on an IO (insertion order) or any applicable form and registration to the platform. - For campaigns priced on a cost-per-click (“CPC”) basis, the Company bills the customers and recognizes revenues when a user clicks on an advertisement displayed. - For campaigns priced on a cost-per-thousand impression basis (“CPM”), the Company will bill its customers and recognize revenues based on the number of times an advertisement is displayed to a user. - For campaigns priced on a performance-based cost-per-action (“CPA”) basis, the Company generates revenue when a user makes an acquisition. The determination of whether revenue should be reported gross of amounts billed to advertisers (gross basis) or net of payments to digital properties partners (net basis) requires significant judgment and is based on management assessment of whether the Company is acting as the principal or an agent in the transaction. The Company has determined that in certain arrangement it acts as principal in its arrangements because it has the ability to direct the services to its customers, while in others it does not. On revenues presented on a gross basis the Company has contracts with its digital properties that provide exclusivity and cover multiple years at inception. These agreements typically require that the Company's code be integrated on the digital property web page. Thus, in the vast majority of the Company's business, it does not bid for an ad placement, but rather it controls the specified pages before they are transferred to the customer, sees all users that visit the respective pages and is able to run a predictive auction and direct the ad placement to the relevant customer. The Company further concluded that (i) the Company is primarily responsible for fulfilling the promise to provide the service in the arrangement; (ii) the Company has latitude in establishing the contract price with the advertisers, and (iii) the Company has inventory risk on a portion of its multi-year agreement with digital properties. Therefore, based on these and other factors, the Company reports revenue earned on a gross basis. For those revenue arrangements where the Company does not control the advertising inventory before it is transferred to its Advertisers, does not have inventory risks as the Company does not purchase the advertising inventory upfront or has limited discretion in establishing prices, the Company believes it acts as an agent and recognizes revenue and related costs incurred on a net basis. Trade receivables are recorded at the amount of gross billings the Company is responsible to collect, trade payables, representing liabilities towards digital properties, are recorded at the net amount payable to publishers. Practical Expedients The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. Cost of Revenues The Company’s cost of revenue primarily includes Traffic acquisition costs and other cost of revenue. Traffic acquisition cost. Traffic acquisition cost, or TAC consists primarily of cost related to digital property compensation for placing Taboola’s platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners, which are amortized over the respective contractual term of the digital property arrangement. Taboola has two primary compensation models for digital properties. The most common model is a revenue share model. In this model, Taboola agrees to pay a fixed percentage of the revenue that it generates from advertisements placed on the digital properties. The second model includes guarantees. Under this model, Taboola mostly pays a greater of a fixed percentage of the revenue generated and a committed guaranteed amount per thousand page views ("Minimum guarantee model"). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by Taboola at the respective month. Other cost of revenue . Other cost of revenue primarily consists of data center and related costs, depreciation expense related to hardware supporting Taboola’s platform, amortization expense related to capitalized internal-use software and acquired intangibles, personnel costs, and allocated facilities costs. Personnel costs include salaries, bonuses, share based compensation, and employee benefit costs, and are primarily attributable to the operations group, which supports the Company’s platform and clients. Research and Development Research and development expenses consist primarily of personnel costs, including salaries, bonuses, share based compensation and employee benefits costs, allocated facilities costs, professional services and depreciation. Warrants Liability The Company evaluated the Public Warrants and Private Warrants (collectively “Warrants”) in accordance with ASC 815-40, ‘‘Derivatives and Hedging — Contracts in Entity’s Own Equity’’, and concluded that a provision in the Warrants Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities in the consolidated balance sheets and measured at fair value at inception (on June 29, 2021, the date of the Merger Transaction) and at each reporting period in accordance with ASC 820, ‘‘Fair Value Measurement’’, with changes in fair value presented within finance income (expense), net in the consolidated statements of income (loss) in the period of change. The Company established the initial fair value for the Warrants as of June 29, 2021, the date of the Company’s Merger Transaction, using a quoted price for the Public Warrants and a Black-Scholes simulation model for the Private Warrants. The Private Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Black-Scholes model for the Private Warrants were as follows at initial Measurement and as of December 31, 2021: Input June 29, 2021 (Initial Measurement) December 31, 2021 Risk-free interest rate 0.73% -0.89 % 1.07% - 1.18 % Expected term (years) 4.26 - 5.00 3.75 - 4.50 Expected volatility 65.3% - 65.7 % 66.1% - 68.6 % Exercise price $ 11.50 $ 11.50 Underlying Stock Price $ 10.54 $ 7.78 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 warrants. • The expected term was based on the maturity of the warrants five years following June 29, 2021, the Merger Transaction date, and for certain Private Warrants the maturity was determined to be five years from the date of the October 1, 2020, ION initial public offering effective date. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly- traded warrants as determined based on size and proximity. Share Based Compensation Share based compensation expense related to share based awards is recognized based on the fair value of the awards granted and recognized as an expense over the requisite service period for share options and RSUs. The Company elects the straight-line recognition method for awards subject to graded vesting based only on a service condition and the accelerated method for awards that are subject to a performance condition. The compensation expense associated with performance based RSUs is adjusted based on the probability in achieving performance targets. Forfeitures are accounted for as they occur. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying ordinary shares, the expected term of the award, the expected volatility of the price of the Company’s ordinary shares, risk-free interest rates, and the expected dividend yield of ordinary shares. The fair value of each RSU award is based on the fair value of the underlying ordinary shares on the grant date. The assumptions used to determine the fair value of the share awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of each option award is estimated using the following assumptions: Year ended December 31, 2021 2020 2019 Volatility 51.5% - 65.6% 50.0% - 54.0% 47.6% - 48.8% Risk-free interest rate 0.61% - 1.36% 0.38% - 0.67% 1.65% - 2.34% Dividend yield 0% 0% 0% Expected term (in years) 5 - 6.86 6.25 6.25 These assumptions and estimates were determined as follows: Fair Value of Ordinary Shares. For periods after the Company’s shares began trading on June 30, 2021, the fair value of the shares is determined by the closing price of our ordinary shares as reported on the date of grant. For periods prior to the public listing, the fair value was determined by the Company’s board of directors, with input from management and valuation reports prepared by independent third-party valuation specialists. Risk-Free Interest Rate. The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the expected term of employee share option awards. Expected Term. The expected term represents the period that options are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. Expected Volatility. Since the Company has a limited trading history of its ordinary shares, the expected volatility is derived from the average historical share volatilities based on peer group public companies that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term. Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. Income taxes The Company is subject to income taxes in Israel, the U.S., and other foreign jurisdictions. These foreign jurisdictions may have different statutory rates than in Israel. Income taxes are accounted in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes income tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax positions are then measured based on the largest benefit that is more likely than not to be realized upon the ultimate settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audi |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, 2021 2020 Cash $ 137,050 $ 115,693 Money market funds 125,064 10 Time deposits 57,205 127,108 Total Cash and cash equivalents $ 319,319 $ 242,811 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2021 | |
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 year ended December 31, 2021. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2021 and 2020, by level within the fair value hierarchy: December 31, 2021 Description: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 125,064 $ — $ — $ 125,064 Total Assets $ 125,064 $ — $ — $ 125,064 Liabilities: Warrant Liability – Public Warrants $ (8,963 ) $ — $ — $ (8,963 ) Warrant Liability – Private Warrants — — (22,264 ) (22,264 ) Total Liabilities $ (8,963 ) $ — $ (22,264 ) $ (31,227 ) December 31, 2020 Description: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 10 $ — $ — $ 10 Total Assets $ 10 $ — $ — $ 10 The following table presents the changes in the fair value of Warrants liability: Input Private Warrants Public Warrants Total Warrants Initial measurement on June 29, 2021 $ 39,143 $ 14,740 $ 53,883 Change in fair value (16,879 ) (5,777 ) (22,656 ) Fair value as of December 31, 2021 $ 22,264 $ 8,963 $ 31,227 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS COMBINATIONS [Abstract] | |
BUSINESS COMBINATIONS | NOTE 5 :- BUSINESS COMBINATIONS On September 1, 2021, the Company consummated the Connexity Acquisition, an independent e-Commerce media platform in the open web. In accordance with the acquisition method of accounting, the total purchase price for the Connexity Acquisition was $752,014, subject to working capital adjustments, comprised of $593,894 in cash, $157,689 based on the fair value of 17,328,049 shares of the Company’s ordinary shares on the closing date and additional $431 paid in January 2022. Under the preliminary purchase price allocation, Taboola allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition. Such estimates are subject to change during the measurement period which is not expected to exceed one year. Any adjustments to the preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined. In addition to the purchase consideration and pursuant to holdback agreements with certain Connexity employees, the Company is committed to issue 3,681,030 of the Company’s ordinary shares, to be released to those employees over the period of three years after the acquisition date, subject to their continued service and expensed over the applicable service periods. In addition, the Company issued approximately $40,000 of RSUs to Connexity employees in accordance with the terms of the Company’s equity incentive plan, which is expected to vest and be expensed over 4-5-year service period. Acquisition-related transaction costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. The Company incurred transaction costs $6,432 during the year ended December 31, 2021 which were included in general and administrative expenses in the consolidated statements of income (loss). The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Cash and cash equivalent $ 10,437 Other current assets 50,785 Intangible assets 270,025 Goodwill 531,174 Other noncurrent assets 8,432 Total assets acquired 870,853 Current liabilities 66,769 Deferred tax liability, net 52,070 Total liabilities assumed 118,839 Total purchase consideration $ 752,014 Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired, and is attributable primarily to expected synergies, economies of scale and the assembled workforce of Connexity. Goodwill is not deductible for income tax purposes. The following table summarizes the preliminary estimate of the intangible assets and their estimated useful lives as of the acquisition date: Fair Value Useful life (In years) Merchant/ Network affiliate relationships (1) $ 146,547 4.5 Publisher relationships (2) 42,933 4.0 Tradenames (1) 23,997 3.0 Technology (1) 56,548 5.0 Total Intangible assets acquired $ 270,025 (1) Merchant/ Network affiliate relationships, Tradenames and Technology fair values were determined by using the income approach. (2) Publisher relationships fair values were determined by using the cost approach. The results of operations of Connexity have been included in the consolidated financial statements since the acquisition date of September 1, 2021. Connexity revenue included in the Company’s consolidated statement of operations from September 1, 2021 through December 31, 2021 was $37,692. There is no practical way to determine net income attributable to Connexity due to integration. The following unaudited pro forma combined financial information table presents the results of operations of the Company and Connexity as if the acquisition of Connexity have been completed on January 1, 2020. The unaudited pro forma financial information includes adjustments primarily related to amortization of the acquired intangible assets, recognition of transaction costs and bonuses, recognition of share-based compensation associated with RSU grants to Connexity employees and the holdback consideration, as noted above. The unaudited pro forma results have been prepared for illustrative purposes only and are not necessarily indicative of what the actual results of operations of the Company and Connexity, combined, would have been due to any synergies, economies of scale and the assembled workforce of Connexity. Year Ended December 31, (Unaudited) 2021 2020 Revenues $ 1,433,555 $ 1,258,214 Net income (loss) $ (50,312) $ (144,146) |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 6 :- PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2021 2020 Prepaid expenses $ 33,684 $ 7,605 Government institutions 14,409 10,100 Other current assets 15,301 3,904 $ 63,394 $ 21,609 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 :- PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, 2021 2020 Cost: Computer equipment and software $ 159,407 $ 132,373 Office furniture and equipment 4,563 5,308 Leasehold improvements 17,803 17,901 Internal-use software 34,781 21,259 216,554 176,841 Accumulated depreciation (153,295 ) (123,947 ) Property and equipment, net $ 63,259 $ 52,894 The Company capitalized internal-use software costs of $13,522 and $9,205 for the years ended December 31, 2021 and 2020 respectively. The Company’s capitalized internal-use software amortization is included in cost of revenues in the Company’s consolidated statements of income (loss) and totaled to $1,923, $1,486 and $1,273 for the years ended December 31, 2021, 2020 and 2019, respectively. Total depreciation expenses (including amortization of internal-use software) for the years ended December 31, 2021, 2020 and 2019 were $30,104, $31,397 and $35,943, respectively. During the year ended December 31, 2020, the Company wrote off fully depreciated property and equipment, which were no longer in use, with a cost basis of $6,798. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2021 | |
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 8 :- 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, 2019 and 2020 $ 19,206 Addition from acquisition 531,174 Balance as of December 31, 2021 $ 550,380 Intangible Assets, Net Definite-lived intangible assets, net consist of the following: Gross Fair Value Accumulated Amortization Net Book Value Weighted-Average Remaining Useful Life (In years) December 31, 2021 Merchant/Network affiliate relationships $ 146,547 $ (10,879 ) $ 135,668 4.17 Technology 73,403 (20,616 ) 52,787 4.66 Publisher relationships 42,933 (3,640 ) 39,293 3.67 Tradenames 23,997 (2,711 ) 21,286 2.67 Customer relationships 12,256 (10,367 ) 1,889 2.08 Total $ 299,136 $ (48,213 ) $ 250,923 December 31, 2020 Technology $ 16,855 $ (15,686 ) $ 1,169 0.73 Customer relationships 12,256 (9,520 ) 2,736 3.25 Total $ 29,111 $ (25,206 ) $ 3,905 Amortization expenses related to intangible assets amounted to $23,007, $2,560 and $3,421 for the years ended December 31, 2021, 2020 and 2019, respectively. The estimated future amortization expense of definite-lived intangible assets as of December 31, 2021 is as follows: Year ended December 31: 2022 $ 63,492 2023 63,462 2024 60,072 2025 50,968 2026 12,929 $ 250,923 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 9:- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31 2021 2020 Accrued expenses $ 12,599 $ 9,601 Employees and related benefits 42,002 38,358 Accrued vacation pay 13,404 10,827 Advances from customers 24,310 24,753 Government authorities 27,174 10,365 Accrued interest 3,450 — Other 1,723 1,231 $ 124,662 $ 95,135 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
LEASES [Abstract] | |
LEASES | NOTE 10:- LEASES The main operating leases expense include leases of office locations, data centers, and vehicles. The lease terms of the Company’s operating leases generally range from 2 years to 10 years, with various expiration dates through 2029. Several of the Company's leases contain one or more options to extend. The Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it is reasonably certain to exercise the options to extend the lease . As of December 31, 2021, the weighted average remaining lease term of operating leases included in the lease liability is 5.5 years and the weighted average discount is 3.73%. The Company lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2021, the Company had entered into an additional 10 years operating lease, for which the occupancy period has not yet commenced. The Company estimates that the related lease liability will be approximately $4,980. The Company expects to commence occupancy in 2022. The components of lease expense and supplemental cash flow information related to leases for the years ended December 31, 2021, 2020 and 2019 were as follows: December 31, 2021 2020 2019 Components of lease expense: Operating lease cost $ 16,578 $ 16,594 $ 15,620 Short-term lease cost 583 628 1,249 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities 18,213 17,217 15,802 Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets $ 4,520 $ 14,635 $ 5,592 Maturities of lease liabilities as of December 31, 2021 were as follows: December 31, 2021 2022 $ 17,231 2023 14,446 2024 13,514 2025 11,883 2026 11,948 Thereafter 14,067 Total undiscounted lease payments $ 83,089 Less: Interest (8,605 ) Present value of lease liabilities $ 74,484 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11:- 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 pageviews 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 December 31, 2021, the Company had outstanding non-cancelable purchase obligations in the amount of $13,971. Legal Proceedings a. In October 2019, one of the Company's digital properties (the "Digital Property") filed a claim against the Company in the Paris Commercial Court for approximately $706 (the "Claim"). According to the Claim, the Company allegedly has failed to pay certain minimum guarantee payments for the years 2016 to 2019. It is the Company's position that there are no merits to the Claim because the Digital Property did not act in accordance with the agreement and a counterclaim in the amount of $1,970 was filed by the Company for a refund of certain compensation that was paid. A virtual trial took place on February 24, 2021, and the Paris Commercial Court dismissed the Digital Property claims and ordered them to pay an amount of approximately $12 in costs to Taboola. On June 1, 2021, the Digital Property filed an appeal against the decision of the Paris Commercial Court. The Company filed a reply on January 31, 2022. The Digital Property has now three months to reply. b. 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 is cooperating with the Antitrust Division. While there can be no assurances as to the ultimate outcome, the Company does not believe that its conduct violated applicable law. c. 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 record 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. |
LOAN
LOAN | 12 Months Ended |
Dec. 31, 2021 | |
LOAN [Abstract] | |
LOAN | NOTE 12 :- 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, a wholly-owned Company’s subsidiary, as 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, in part, the Connexity Acquisition. The Facility is subject to customary borrowing conditions and bears interest at a variable annual rate based on LIBOR or Base Rate plus a fixed margin. The Facility will mature on the seventh anniversary of the closing date and amortizes at a rate of 1.00% per annum payable in equal quarterly installments, with the remaining principal amount due at maturity. 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 December 31, 2021, the total future principal payments related to Credit Facilities are as follows: Amount Year Ending December 31, 2022 (current maturities) $ 3,000 2023 3,000 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 281,250 Total $ 299,250 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 stock of subsidiaries, subject to certain exceptions set forth in the Credit Agreement. |
SHAREHOLDERS' EQUITY AND SHARE
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | NOTE 13 :- SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS Share Incentive Plans a. During the years 2007, 2016, 2017 and 2020 the Company adopted several share incentive plans (together the “Legacy Plans”) to provide incentives to the Company’s employees, directors, consultants and/or contractors. In June 2021, immediately following the effective date of the registration statement on Form F-4, the Company adopted (i) the 2021 Share Incentive Plan (the “2021 Plan”, and together with the Legacy Plans, the “Plans”) and (ii) the Employee Stock Purchase Plan (the “ESPP”). Following the effectiveness of the 2021 Plan, the Company ceased making awards under the Legacy Plans, although previously granted awards under the Legacy Plans remain outstanding. Under the Plans, the Company's employees, directors, consultants and/or contractors are or were eligible to be granted equity-related awards, including options to acquire the Company’s ordinary shares, restricted shares; and restricted share units (“RSUs”). As of December 31, 2021, the maximum number of the Company’s ordinary shares available for issuance under the ESPP shall not exceed in the aggregate 6,386,580 ordinary shares. The ESPP share pool will be increased on the first day of each fiscal year during the term of the ESPP in an amount equal to the lesser of (i) 6,386,580 the Company ’ b. The Company filed a motion to Tel Aviv District Court Economic Department (the “Israeli Court”) on October 10, 2021, for approval of a program of up to $60,000, to be utilized, if so determined by its board of directors, in connection with tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases. On November 16, 2021 the Israeli court approved the motion and on November 18, 2021 the Company’s board of directors granted the Company’s management the discretion to utilize the program. On December 14, 2021, the Company's shareholders approved an amendment to the Company’s Compensation Policy allowing the Company to implement the Net Issuance Mechanism on Office Holders' (as defined in the Israeli Companies Law 5759-1999) and grants. The approval by the Israeli court is limited to a six (6) month period. The Company expects to make successive requests to the Israeli court for similar approvals. For the year ended December 31, 2021 certain office holders have exercised the Net Issuance Mechanism, which resulted in a tax withholding payment by the Company of $6,152 recorded as a reduction of additional paid-in capital. The following is a summary of share option activity and related information for the periods through December 31, 2021 (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, 2021 46,064,449 $ 1.54 5.62 $ 247,117 Granted 9,862,171 6.98 Exercised (7,019,836 ) 1.39 Forfeited (1,373,861 ) 5.28 Balance as of December 31, 2021 47,532,923 $ 2.64 5.73 $ 247,734 Exercisable as of December 31, 2021 33,908,119 $ 1.51 4.45 $ 212,873 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 weighted-average grant date fair value of options granted during the years 2021, 2020 and 2019 was $9.32, $5.61, and $4.10, respectively. The total intrinsic value of options exercised during the years 2021, 2020 and 2019 was $49,224, $20,649 and $3,199, respectively. As of December 31, 2021, unrecognized share based compensation cost related to unvested share options was $49,608, which is expected to be recognized over a weighted-average period of 3.07 years. On September 17, 2020, the Company's board of directors approved a one-time share option repricing for 18,553,684 awards. Pursuant to the option repricing, the option awards of 1,369 grantees, with an exercise price of each option above $2.63, were amended to $2.63. All other terms remain unchanged. The total incremental value from the modification amounted to $14,530 out of which $1,390 and $6,514 were recognized as additional share based compensation expense for the year ended December 31, 2021 and 2020, respectively. c. The following is a summary of the RSU activity and related information for the periods through December 31, 2021 (including employees of the Company): Outstanding Restricted Shares Unit Weighted-Average Grant Date Fair Value Per Share Balance as of January 1, 2021 12,755,167 $ 5.64 Granted 13,136,685 9.53 Vested (*) (2,883,147 ) 9.19 Forfeited (1,395,516 ) 7.08 Balance as of December 31, 2021 21,613,189 $ 8.16 (*) A portion of the shares that vest is netted out to satisfy the tax obligations of the recipient. During the year ended December 31, 2021, a total of 784,120 shares were netted out to satisfy tax obligations, resulting in net issuance of 729,047 shares. The weighted-average grant date fair value of RSUs granted during the years 2021, 2020 and 2019 was $9.53, $5.94, and $4.13, respectively. As of December 31, 2021, unrecognized share based compensation cost related to unvested RSUs was $85,762, which is expected to be recognized over a weighted-average period of 3.6 years. The total share-based compensation expense related to all of the Company's share-based awards recognized for the year ended December 31, 2021, 2020 and 2019, was comprised as follows: Year ended December 31, 2021 2020 2019 Cost of revenues $ 1,891 $ 788 $ 420 Research and development 29,022 16,491 3,166 Sales and marketing 44,834 6,930 3,749 General and administrative 52,210 4,068 914 Total share based compensation expense $ 127,957 $ 28,277 $ 8,249 Restricted shares a. On January 30, 2020, grantees of an aggregate of unvested Restricted Shares granted under the 2017 Plan unilaterally waived and terminated their rights under the Restricted Share award agreement and transferred the Restricted Shares back to the Company for no consideration, which then became Dormant Shares. On March 25, 2020, the board of directors of the Company cancelled such Dormant Shares and removed them from the equity accounts of the Company. On January 30, 2020, a grantee of unvested Restricted Share Units granted under the 2017 Plan unilaterally waived and terminated his rights under the Restricted Share Unit award agreement and transferred his rights to the Restricted Share Units back to the Company for no consideration. b. In October 2020, the Company granted 10,314,654 Restricted Share Units and 5,157,327 options to acquire ordinary shares of the Company at a zero-exercise price to certain executives. The restricted share units were subject to multiple vesting conditions: time-based vesting and an additional condition that a Triggering Event be consummated no later than December 31, 2021. The Triggering Event is defined as, among other things, the Company's shares becoming publicly traded, or a sale of the Company, or a merger of the Company with another company. If the Triggering Event is not consummated by such date, the RSUs are forfeited. The Triggering Event occurred on June 30, 2021 as a result of the Company’s shares becoming publicly traded on that date. The time based vesting condition for 6,598,489 RSUs was considered to have been satisfied as of the date of grant, and the remainder satisfies the time-based condition on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company. Of the options granted, 1,441,162 options were fully vested as of the grant date, 1,858,083 vested in a lump sum on December 31, 2021, and the remainder vest on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company. |
EMPLOYEES CONTRIBUTION PLAN
EMPLOYEES CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2021 | |
EMPLOYEES CONTRIBUTION PLAN [Abstract] | |
EMPLOYEES CONTRIBUTION PLAN | NOTE 14:- EMPLOYEES CONTRIBUTION PLAN a. Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof. The employees of the Israeli subsidiary elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. For the years ended December 31, 2021, 2020 and 2019, the Company recorded $5,709, $4,744 and $4,322, respectively, in severance expenses related to these employees. b. The Company offers a 401(k) Savings plan in the U.S. that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). Under the 401(k) Plan, participating employees can contribute up to 100% of their eligible compensation, subject to certain limitations. The 401(k) Plan provides for a discretionary employer matching contribution. The Company matches 50% of participating employee contributions to the plan up to 6% of the employee’s eligible compensation. For the years ended December 31, 2021, 2020 and 2019, the Company recorded $1,169, $1,143 and $881, respectively, of expenses related to the 401(k) plan. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 15:- INCOME TAXES a. Tax rates Ordinary taxable income in Israel is subject to a corporate tax rate of 23%. However, the effective tax rate payable by a company that derives income from a Preferred Technological Enterprise (as discussed below) may be considerably lower. Non-Israeli subsidiaries are taxed according to the tax laws in their jurisdictions. b. Tax benefits applicable to the Company The Law for the Encouragement of Industry (Taxes), 1969 The Law for the Encouragement of Industry (Taxes), 1969 (the "Encouragement of Industry Law"), provides several tax benefits for "Industrial Companies". Pursuant to the Encouragement of Industry Law, a company qualifies as an Industrial Company if it is a resident of Israel, the enterprise should be located in Israel and at least 90% of its income in any tax year (exclusive of income from government loans, capital gains, interest and dividends) is generated from an "Industrial Enterprise" that it owns. An Industrial Enterprise is defined as an enterprise whose principal activity, in a given tax year, is industrial activity. An Industrial Company is entitled to certain tax benefits, including: (i) a deduction of the cost of purchases of patents, know-how and certain other intangible property rights (other than goodwill) used for the development or promotion of the Industrial Enterprise in equal amounts over a period of eight years, beginning from the year in which such rights were first used, (ii) the right to elect to file consolidated tax returns, under certain conditions, with additional Israeli Industrial Companies controlled by it, and (iii) the right to deduct expenses related to public offerings in equal amounts over a period of three years beginning from the year of the offering. Eligibility for benefits under the Encouragement of Industry Law is not contingent upon the approval of any governmental authority. The Company believes that it currently qualifies as an industrial company within the definition of the Industry Encouragement Law. Tax benefits under the Law for the Encouragement of Capital Investments, 1959: Pursuant to the Israeli Law for Encouragement of Capital Investments, 1959 (the “Investments Law”) and its various amendments, the Company has been granted a "Privileged Enterprise" status. The Company has utilized a tax exemption status for the years 2018 and 2019. The benefits available to a Privileged Enterprise in Israel relate only to taxable income attributable to the specific investment program and are conditioned upon terms stipulated in the Investments Law. If the Company does not fulfill these conditions, in whole or in part, the benefits can be revoked, and the Company may be required to refund the benefits, in an amount linked to the Israeli consumer price index plus interest. The Company received a Tax Ruling from the Israeli Tax Authority that its activity is an industrial activity and therefore eligible for the status of a Privileged Enterprise, provided that the Company meets the requirements under the tax ruling. As of December 31, 2021, management believes that the Company meets the aforementioned conditions. Tax exempt earnings are subject to claw back of the corporate tax return when they are distributed as dividend. On November 15, 2021, the Investments Law was amended in order, inter alia, to encourage companies to voluntarily elect for an immediate payment of corporate tax on previously tax-exempted earnings which were earned pursuant to Approved and Privileged Enterprises (the “Amendment”). The Amendment provides a reduced corporate tax payment on Exempt Earnings accumulated until December 30, 2020 that were not yet distributed as a dividend, all subject to certain qualifying terms and conditions. The Company had $45,244 in tax-exempt earnings attributable to the Priviledged Enterprise programs. The Company elected to utilize the Amendment in December, 2021 and paid the reduced corporate income tax in the amount of approximately $4,355. As a result of the election, as of December 31, 2021 the Company released all of its previously tax-exempt earnings and they are no longer subject to claw back of corporate taxes upon future dividend distribution. The New Technological Enterprise Incentives Regime (Amendment 73 to the Investments Law): The Company applies various benefits allotted to it under the revised Investments Law as per Amendment 73 to the Investments Law regimes through regulations that have come into effect from January 1, 2017. Applicable benefits under the new regime include: ● Introduction of a benefit regime for “Preferred Technology Enterprises” (“PTE”), granting a 12% tax rate in central Israel on income deriving from benefited intangible assets, subject to a number of conditions being fulfilled, including a minimal amount or ratio of annual R&D expenditure and R&D employees, as well as having at least 25% of annual income derived from exports to large markets. PTE is defined as an enterprise which meets the aforementioned conditions and for which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A “Special preferred technological enterprise” (“SPTE”) from which total consolidated revenues of the Group of which the Company is a member exceeds NIS 10 billion in the tax year will be subject to tax at a rate of 6% on preferred income from the enterprise, regardless of the enterprise's geographical location. ● A 12% capital gains tax rate on the sale of a preferred intangible asset to a foreign affiliated enterprise, provided that the asset was initially purchased from a foreign resident at an amount of NIS 200 million or more. ● A withholding tax rate of 20% for dividends paid from PTE income (with an exemption from such withholding tax applying to dividends paid to an Israeli company) may be reduced to 4% on dividends paid to a foreign resident company, subject to certain conditions regarding percentage of foreign ownership of the distributing entity. The Company is eligible for PTE status which is implemented commencing 2021 and believes it is eligible for its tax benefits. c. U.S. Tax reform On December 22, 2017, the Tax Cuts and Jobs Act (P.L. 115-97) ("TCJA") was enacted, making significant changes to the U.S. tax law. Changes include, but are not limited to, a corporate income tax rate decrease from 35% to 21%, effective for tax years beginning January 1, 2018 and the transition of U.S. international taxation from a worldwide tax system to a modified territorial system, with a one-time mandatory transition tax on U.S. shareholder’s share of post-1986 earnings of all foreign corporations in which it owns at least 10%. In addition to lowering the statutory corporate income tax rate from 35% to 21%, and among other U.S. international tax provisions, the TCJA introduced the Base Erosion Anti-abuse Tax ("BEAT") which applies a minimum tax on multinational corporations by requiring companies subject to the BEAT to pay the greater of their regular tax liability (less certain credits, including foreign tax credits) or 10% for taxable years beginning in 2019 (12.5% after 2026) of a modified tax base which adds back certain related party payments. The BEAT comparison to the standard corporate income tax must be done each year if the taxpayer’s “base erosion” related party payments exceed 3% of total deductions on its U.S. tax return ("base erosion percentage" is generally the aggregate amount of base erosion tax benefits divided by aggregate amount of all allowable deductions). The BEAT applies to “applicable taxpayers” making “base erosion payments” (deductible payments) to foreign related parties. “Applicable taxpayers” are U.S. corporations the average annual gross receipts of which for the 3-taxable-year period ending with the preceding taxable year are at least $500,000. Taboola Inc. is an "applicable taxpayer" for BEAT purposes in 2021. d. The components of the income (loss) before taxes were as follows: Year ended December 31, 2021 2020 2019 Israel $ (42,414 ) $ 12,450 $ (46,387 ) Foreign 40,442 10,990 23,359 Total $ (1,972 ) $ 23,440 $ (23,028 ) e. Taxes on income (tax benefit) are comprised as follows: Year ended December 31, 2021 2020 2019 Current: Israel $ 4,685 $ 338 $ 621 Foreign 18,944 16,327 4,726 Total current income tax expense 23,629 16,665 5,347 Deferred: Israel 973 1,678 (106 ) Foreign (1,626 ) (3,396 ) (244 ) Total deferred income tax benefit (653 ) (1,718 ) (350 ) Total income taxes $ 22,976 $ 14,947 $ 4,997 A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows: December 31 2021 2020 2019 Income (loss) before taxes on income, as reported in the consolidated statements of income (loss) (1,972 ) 23,440 (23,028 ) Statutory tax rate in Israel 23 % 23 % 23 % Privileged Enterprise (244 %) (15 %) (3 %) Permanent difference - nondeductible expenses (685 %) 24 % (15 %) Change in valuation allowance (138 %) (11 %) (33 %) BEAT — 44 % — Release of tax-exempt profits under preferred enterprise tax regime (221 %) — — Other 101 % (1 %) 6 % Effective tax rate (1,164 %) 64 % (22 %) Deferred tax assets and liabilities: Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2021, and 2020 the deferred tax assets and liabilities presented in the balance sheet are comprised as follow: December 31 2021 2020 Deferred tax assets $ 1,876 $ 1,382 Deferred tax liabilities $ (51,027 ) $ (45 ) As of December 31, 2021, and 2020 the Company's deferred taxes were in respect of the following: December 31 2021 2020 Carry forward tax losses $ 1,701 $ 1,472 Research and development cost 6,362 2,792 Operating lease liabilities 14,498 13,870 Reserves and allowances 2,902 2,145 Share based compensation 6,076 767 Tax credit carry forward 2,943 1,627 Issuance expenses 1,922 — Intangible assets 1,830 — Others 863 54 Deferred tax assets before valuation allowance 39,097 22,727 Valuation allowance (11,389 ) (6,741 ) Deferred tax assets 27,708 15,986 Intangible assets (58,855 ) (743 ) Property and equipment (3,248 ) (1,557 ) Operating lease right-of-use assets (12,975 ) (12,179 ) Other (1,781 ) (170 ) Deferred tax liabilities (76,859 ) (14,649 ) Deferred tax asset (liability), net $ (49,151 ) $ 1,337 A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company has established a valuation allowance to offset certain deferred tax assets on December 31, 2021 and 2020 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. As of December 31, 2021, the Company has an accumulated tax loss carry-forward of approximately $8,400 in Israel and $1,700 federal tax in the U.S. which can be offset indefinitely. The U.S. subsidiary’s utilization of its federal net operating losses is subject to an annual limitation due to a “change in ownership,” as defined in Section 382 of the Code. The annual limitation may result in the expiration of net operating losses before utilization. As of December 31, 2021, $91,608 of undistributed earnings held by the Company’s foreign subsidiaries are designated as indefinitely reinvested. If these earnings were re-patriated to Israel, they would be subject to income taxes and to an adjustment for foreign tax credits and foreign withholding taxes in the amount of $11,873. The Company did not recognize deferred taxes liabilities on undistributed earnings of its foreign subsidiaries, as the Company intends to indefinitely reinvest those earnings. A reconciliation of the beginning and ending balance of total unrecognized tax positions is as follows: Year ended December 31, 2021 2020 Unrecognized tax position, beginning of year $ 2,370 $ 1,177 Increase due to acquisition 307 — Decreases related to prior years’ tax positions (280 ) — Increases related to current years’ tax positions 1,203 1,935 Decreases due to lapses of statutes of limitations (516 ) (742 ) Unrecognized tax position, end of year $ 3,084 $ 2,370 As of December 31, 2021, the total amount of gross uncertain tax benefits was $3,084, out of which an amount of $2,635 if recognized would affect the Company’s effective tax rate. The Company currently does not expect uncertain tax positions to change significantly over the next 12 months, except in the case of settlements with tax authorities, the likelihood and timing of which is difficult to estimate. As of December 31, 2021 and 2020, unrecognized tax benefit in the amount of $449 and $246 was presented net from deferred tax assets. Tax assessments: The Company has final tax assessments in Israel through 2017, in UK through 2015, and in US through 2017. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | NOTE 16:- SEGMENT INFORMATION Geographic information: The following table represents total revenue by geographic area based on the Advertisers’ billing address: Year ended December 31, 2021 2020 2019 Israel $ 190,615 $ 176,014 $ 163,632 United Kingdom 69,858 50,996 41,339 United States 535,349 511,982 547,722 Germany 147,808 103,154 82,945 France 56,614 50,646 36,456 Rest of the World 378,214 296,101 221,736 Total $ 1,378,458 $ 1,188,893 $ 1,093,830 The following table represents the Company’s long-lived assets, net by geographic area: Year ended December 31, 2021 2020 Israel $ 69,447 $ 62,172 United States 41,549 37,208 United Kingdom 11,706 13,531 Rest of the World 5,662 8,041 Total $ 128,364 $ 120,952 (*) Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets, net. |
NET INCOME (LOSS) PER SHARE ATT
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract] | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | NOTE 17:- NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS The following table sets forth the computation of basic and diluted net income (loss) per share attributable to ordinary shareholders for the periods presented: Year ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ (24,948 ) $ 8,493 $ (28,025 ) Less: Undistributed earnings allocated to participating securities (11,944 ) (22,932 ) (21,173 ) Net loss attributable to ordinary shares – basic and diluted (36,892 ) (14,439 ) (49,198 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic and diluted 142,883,475 40,333,870 44,324,234 Net income (loss) per share attributable to ordinary shareholders, basic and diluted $ (0.26 ) $ (0.36 ) $ (1.11 ) The potential shares of ordinary shares that were excluded from the computation of diluted net income (loss) per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Year ended December 31, 2021 2020 2019 Convertible preferred shares — 121,472,152 121,472,152 RSU 12,927,049 12,755,167 4,760,213 Outstanding share options 43,149,797 44,468,446 43,043,978 Warrants 12,349,990 — — Total 68,426,836 178,695,765 169,276,343 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and are denominated in U.S. dollars. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the 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 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. On an ongoing basis, the Company's management evaluates estimates, including those related to accounts receivable and allowance for credit losses, acquired intangible assets and goodwill, the useful life of intangible assets, capitalized internal-use software, property and equipment, the incremental borrowing rate for operating leases, share based compensation including the determination of the fair value of the Company’s share based awards, the fair value of the Private Warrants, and the valuation of deferred taxes and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates. |
Functional Currency | Functional Currency Majority of the Company's revenues and costs of revenues are denominated in United States dollars ("dollars"). While some of the Company's revenues and operational costs are incurred in other currencies, the Company's management believes that the dollar is the primary currency of the economic environment in which the Company and its subsidiaries operate and therefore, is the Company's functional and reporting currency. Accordingly, transactions denominated in currencies other than the functional currency are re-measured to the functional currency in accordance with ASC No. 830, "Foreign Currency Matters", at the exchange rate at the date of the transaction or the average exchange rate in the month. At the end of each reporting period, monetary assets and liabilities are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of income (loss) as appropriate. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash in banks and highly liquid investments with an original maturity of three months or less at the date of purchase. |
Restricted Deposits | Restricted Deposits The Company’s restricted deposits primarily consist of bank deposits collateralizing the Company’s operating leases. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability, considering the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability, in an orderly transaction between market participants at the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace. Level 3 - Unobservable inputs which are supported by little or no market activity. Financial instruments consist of cash equivalents, restricted deposits, trade receivables, trade payables, accrued liabilities and warrants liability. Cash equivalents, restricted cash and warrants liability are stated at fair value on a recurring basis. Trade receivables, trade payables, and accrued liabilities are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date. |
Trade Receivables and Allowance for Credit Losses | Trade Receivables and Allowance for Credit Losses Trade receivables are recorded at the invoiced amount and amounts for which revenue has been recognized but not invoiced, net of allowance for credit losses. Payment terms and conditions vary by contract type, although terms generally include a requirement to pay within 30 days of the invoice. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience and current and future economics and market conditions. The estimate of the amount that may not be collected is based on the geographic location, aging and customer financial condition. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company writes-off receivables when they are deemed uncollectible, having exhausted all collection efforts. |
Concentrations of Credit Risks | Concentrations of Credit Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, restricted deposit and trade receivables. The Company’s cash, cash equivalents and restricted deposits are invested in major banks mostly in Israel, United States and United Kingdom. The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution. In the United States and United Kingdom, the Company deposits are maintained with commercial banks, which are insured by the U.S. Federal Deposit Insurance Corporation (“FDIC”) and Financial Services Compensation Scheme (“FSCS”), which is authorized by the Bank of England (acting in its capacity as the Prudential Regulation Authority), respectively. At various times the Company has deposits in excess of the maximum amounts insured by the FDIC and FSCS. In Israel, commercial banks do not have government-sponsored deposit insurance. As of December 31, 2021, the Company has not experienced credit losses related to these balances. As of December 31, 2021 and 2020, the Company maintained balances of approximately $162,301 and $33,652, respectively with U.S. banks in excess of the amounts insured by the FDIC and $35,814 and $41,818, respectively, with United Kingdom banks in excess of the amounts insured by the FSCS. The Company’s trade receivables are geographically diversified and derived mainly from sales in the United States. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its accounts receivables and establishes an allowance for expected losses as necessary. As of December 31, 2021 and 2020, no single customer represented 10% or more of accounts receivable. No single customer accounted for more than 10% of total revenue for the periods presented. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist primarily of accounting, legal, and other fees related to the Company’s Merger agreement. Following consummation of the Merger and related Transactions, the deferred offering costs were reclassified to shareholders’ equity and recorded against the proceeds from the Transaction. The Company capitalized $2,096 of deferred offering costs within the long-term prepaid expenses in the consolidated balance sheets as of December 31, 2020. These costs were paid during the year ended December 31, 2021. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under ASU 2016-02, “Leases” ("ASC 842"), a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components. The right of use assets, or ROU assets, and related lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments. The Company's incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located. Some of the Company's leases contain one or more options to extend. The exercise of lease renewal options is typically at the Company's sole discretion. The Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it is reasonably certain to exercise the options to extend the lease. Some of the real estate leases contain variable lease payments, including payments based on a Consumer Price Index ("CPI"). Variable lease payments based on a CPI are initially measured using the index in effect at lease adoption, and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Additional payments based on the change in a CPI are recorded as a period expense when incurred. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Years Computer equipment and software 3 - 4 Internal-use software 3 Office furniture and equipment 3 - 7 Leasehold improvements Over the shorter of expected lease term or estimated useful life |
Internal-use software development costs | Internal-Use Software Development Costs According to ASC 350-40 the Company capitalizes certain internal-use software development costs associated with creating and enhancing internal-use software related to its platform and technology infrastructure. These costs include personnel and related employee benefits expenses for employees who are directly associated with and who devote time to software projects, and services consumed in developing or obtaining the software. Capitalized internal-use software is included in property and equipment, net in the consolidated balance sheets. Software development costs that do not meet the criteria for capitalization are expensed as incurred and recorded in research and development expenses in the consolidated statements of income (loss). Software development activities generally consist of three stages, (i) the planning stage, (ii) the application and infrastructure development stage, and (iii) the post implementation stage. Costs incurred in the planning and post implementation stages of software development, including costs associated with the post configuration training and repairs and maintenance of the developed technologies, are expensed as incurred. The Company capitalizes costs associated with software developed for internal-use when both the preliminary project stage is completed, and management has authorized further funding for the completion of the project. Costs incurred in the application and infrastructure development stages, including significant enhancements and upgrades, are capitalized. Capitalization ends once a project is substantially complete, and the software and technologies are ready for their intended purpose. Internal-use software development costs are amortized using a straight-line method over the estimated useful life of three years, commencing when the software is ready for its intended use. |
Business Combinations | Business Combinations In accordance with ASC 805, the Company accounts for business combinations using the acquisition method of accounting. The Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill will be tested for impairment when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statement of income (loss). The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships, merchant/network affiliate relationships, publisher relationships, technology, tradenames and discount rates. The Company estimates fair value based upon assumptions that are believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations, namely customer relationships and developed technology. Intangible assets are recorded at fair value, net of accumulated amortization. The Company amortizes its intangible assets reflecting the pattern in which the economic benefits of the intangible assets are consumed. When a pattern cannot be reliably determined, the Company uses a straight-line amortization method. The estimated useful lives of the Company’s intangible assets are as follows: Years Merchant/ Network affiliate relationships 4.5 Publisher relationships 4 Tradenames 3 Technology 3 - 5 Customer relationships 5 - 9 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company's long-lived assets are reviewed for impairment in accordance with ASC No, 360 "Property, Plant and Equipment" whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There was no impairment of long-lived assets in the years ended December 31, 2021, 2020 and 2019. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired in business combinations. The Company’s annual impairment assessment of a single reporting unit is performed as of the fourth quarter of each year. Assessments are performed at other times if events or circumstances indicate it is more likely than not that the asset is impaired. Events or changes in circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets, or the strategy for the Company’s overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. If the Company determines that it is more likely than not |
Segment Information | Segment Information Operating segments are components of an enterprise for which separate financial information is available and is evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, for purposes of allocating resources and evaluating financial performance. The Company has one business activity and there are no segment managers accountable for operations, operating results beyond revenue or gross profit, or plans for levels or components below the consolidated unit level. Accordingly, the Company has a single reporting segment. |
Revenue Recognition | Revenue Recognition Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. To determine revenue recognition for contracts that are within the scope of the standard, the Company perform the following five steps: (i) Identify the contract with a customer; (ii) Identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) Determine the transaction price, including the constraint on variable consideration; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue as the Company satisfies the performance obligations. The Company generates revenues when people 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 generally share the resulting revenue with the digital properties who display those ads. Advertisers accept the Company’s terms of service upon signature on an IO (insertion order) or any applicable form and registration to the platform. - For campaigns priced on a cost-per-click (“CPC”) basis, the Company bills the customers and recognizes revenues when a user clicks on an advertisement displayed. - For campaigns priced on a cost-per-thousand impression basis (“CPM”), the Company will bill its customers and recognize revenues based on the number of times an advertisement is displayed to a user. - For campaigns priced on a performance-based cost-per-action (“CPA”) basis, the Company generates revenue when a user makes an acquisition. The determination of whether revenue should be reported gross of amounts billed to advertisers (gross basis) or net of payments to digital properties partners (net basis) requires significant judgment and is based on management assessment of whether the Company is acting as the principal or an agent in the transaction. The Company has determined that in certain arrangement it acts as principal in its arrangements because it has the ability to direct the services to its customers, while in others it does not. On revenues presented on a gross basis the Company has contracts with its digital properties that provide exclusivity and cover multiple years at inception. These agreements typically require that the Company's code be integrated on the digital property web page. Thus, in the vast majority of the Company's business, it does not bid for an ad placement, but rather it controls the specified pages before they are transferred to the customer, sees all users that visit the respective pages and is able to run a predictive auction and direct the ad placement to the relevant customer. The Company further concluded that (i) the Company is primarily responsible for fulfilling the promise to provide the service in the arrangement; (ii) the Company has latitude in establishing the contract price with the advertisers, and (iii) the Company has inventory risk on a portion of its multi-year agreement with digital properties. Therefore, based on these and other factors, the Company reports revenue earned on a gross basis. For those revenue arrangements where the Company does not control the advertising inventory before it is transferred to its Advertisers, does not have inventory risks as the Company does not purchase the advertising inventory upfront or has limited discretion in establishing prices, the Company believes it acts as an agent and recognizes revenue and related costs incurred on a net basis. Trade receivables are recorded at the amount of gross billings the Company is responsible to collect, trade payables, representing liabilities towards digital properties, are recorded at the net amount payable to publishers. |
Practical Expedients | Practical Expedients The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. |
Cost of Revenues | Cost of Revenues The Company’s cost of revenue primarily includes Traffic acquisition costs and other cost of revenue. Traffic acquisition cost. Traffic acquisition cost, or TAC consists primarily of cost related to digital property compensation for placing Taboola’s platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners, which are amortized over the respective contractual term of the digital property arrangement. Taboola has two primary compensation models for digital properties. The most common model is a revenue share model. In this model, Taboola agrees to pay a fixed percentage of the revenue that it generates from advertisements placed on the digital properties. The second model includes guarantees. Under this model, Taboola mostly pays a greater of a fixed percentage of the revenue generated and a committed guaranteed amount per thousand page views ("Minimum guarantee model"). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by Taboola at the respective month. Other cost of revenue . Other cost of revenue primarily consists of data center and related costs, depreciation expense related to hardware supporting Taboola’s platform, amortization expense related to capitalized internal-use software and acquired intangibles, personnel costs, and allocated facilities costs. Personnel costs include salaries, bonuses, share based compensation, and employee benefit costs, and are primarily attributable to the operations group, which supports the Company’s platform and clients. |
Research and Development | Research and Development Research and development expenses consist primarily of personnel costs, including salaries, bonuses, share based compensation and employee benefits costs, allocated facilities costs, professional services and depreciation. |
Warrants Liability | Warrants Liability The Company evaluated the Public Warrants and Private Warrants (collectively “Warrants”) in accordance with ASC 815-40, ‘‘Derivatives and Hedging — Contracts in Entity’s Own Equity’’, and concluded that a provision in the Warrants Agreement related to certain tender or exchange offers, as well as provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, preclude the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815 and are not eligible for an exception from derivative accounting, the Warrants are recorded as derivative liabilities in the consolidated balance sheets and measured at fair value at inception (on June 29, 2021, the date of the Merger Transaction) and at each reporting period in accordance with ASC 820, ‘‘Fair Value Measurement’’, with changes in fair value presented within finance income (expense), net in the consolidated statements of income (loss) in the period of change. The Company established the initial fair value for the Warrants as of June 29, 2021, the date of the Company’s Merger Transaction, using a quoted price for the Public Warrants and a Black-Scholes simulation model for the Private Warrants. The Private Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the Black-Scholes model for the Private Warrants were as follows at initial Measurement and as of December 31, 2021: Input June 29, 2021 (Initial Measurement) December 31, 2021 Risk-free interest rate 0.73% -0.89 % 1.07% - 1.18 % Expected term (years) 4.26 - 5.00 3.75 - 4.50 Expected volatility 65.3% - 65.7 % 66.1% - 68.6 % Exercise price $ 11.50 $ 11.50 Underlying Stock Price $ 10.54 $ 7.78 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 warrants. • The expected term was based on the maturity of the warrants five years following June 29, 2021, the Merger Transaction date, and for certain Private Warrants the maturity was determined to be five years from the date of the October 1, 2020, ION initial public offering effective date. • The expected volatility assumption was based on the implied volatility from a set of comparable publicly- traded warrants as determined based on size and proximity. |
Share Based Compensation | Share Based Compensation Share based compensation expense related to share based awards is recognized based on the fair value of the awards granted and recognized as an expense over the requisite service period for share options and RSUs. The Company elects the straight-line recognition method for awards subject to graded vesting based only on a service condition and the accelerated method for awards that are subject to a performance condition. The compensation expense associated with performance based RSUs is adjusted based on the probability in achieving performance targets. Forfeitures are accounted for as they occur. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the fair value of the underlying ordinary shares, the expected term of the award, the expected volatility of the price of the Company’s ordinary shares, risk-free interest rates, and the expected dividend yield of ordinary shares. The fair value of each RSU award is based on the fair value of the underlying ordinary shares on the grant date. The assumptions used to determine the fair value of the share awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of each option award is estimated using the following assumptions: Year ended December 31, 2021 2020 2019 Volatility 51.5% - 65.6% 50.0% - 54.0% 47.6% - 48.8% Risk-free interest rate 0.61% - 1.36% 0.38% - 0.67% 1.65% - 2.34% Dividend yield 0% 0% 0% Expected term (in years) 5 - 6.86 6.25 6.25 These assumptions and estimates were determined as follows: Fair Value of Ordinary Shares. For periods after the Company’s shares began trading on June 30, 2021, the fair value of the shares is determined by the closing price of our ordinary shares as reported on the date of grant. For periods prior to the public listing, the fair value was determined by the Company’s board of directors, with input from management and valuation reports prepared by independent third-party valuation specialists. Risk-Free Interest Rate. The risk-free rate for the expected term of the options is based on the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the expected term of employee share option awards. Expected Term. The expected term represents the period that options are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. Expected Volatility. Since the Company has a limited trading history of its ordinary shares, the expected volatility is derived from the average historical share volatilities based on peer group public companies that the Company considers to be comparable to its own business over a period equivalent to the option’s expected term. Expected Dividend Yield. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. |
Income taxes | Income taxes The Company is subject to income taxes in Israel, the U.S., and other foreign jurisdictions. These foreign jurisdictions may have different statutory rates than in Israel. Income taxes are accounted in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax basis as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The financial effect of changes in tax laws or rates is accounted for in the period of enactment. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes income tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such uncertain tax positions are then measured based on the largest benefit that is more likely than not to be realized upon the ultimate settlement. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made. The Company classifies interest and penalties on income taxes (which includes uncertain tax positions) as taxes on income. |
Loss Contingency | Loss Contingency The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective, based on the status of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with corporate and external legal counsel. Actual outcomes may differ materially from the Company’s estimates. Legal costs associated with the proceedings are expensed as incurred. |
Net income (loss) Per Share Attributable to Ordinary Shareholders | Net income (loss) Per Share Attributable to Ordinary Shareholders The Company calculates basic net income (loss) per share by dividing the net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted net income (loss) per share is computed by giving effect to all potentially dilutive ordinary share equivalents outstanding for the period, including share options and restricted share units. The Company calculates basic net income (loss) per share using the two-class method required for participating securities. The two-class method requires income (loss) available to ordinary shareholders for the period to be allocated between ordinary shares and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considered its convertible preferred shares to be participating securities as the holders of the convertible preferred shares would be entitled to dividends that would be distributed to the holders of ordinary shares, on a pro-rata basis assuming conversion of all convertible preferred shares into ordinary shares. These participating securities did not contractually require the holders of such shares to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. Under the two-class method, the Company’s basic net income (loss) per share was calculated by dividing net income (loss) attributable to ordinary shareholders by the weighted-average number of shares of ordinary shares outstanding for the period, without consideration of potentially dilutive securities. The diluted net income (loss) per share was calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net income (loss) per share was the same as basic net income (loss) per share in periods when the effects of potentially dilutive shares of ordinary shares were anti-dilutive. |
Reclassification | Reclassification Certain |
Recent accounting pronouncements | Recently Issued and Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. Recently Issued Accounting Pronouncements, not yet adopted In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” Revenue from Contracts with Customers”. In August 2020, FASB issued ASU 2020-06, “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company does not expect the impact of adoption to be material on the Company’s consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Property and Equipment, Estimated Useful Lives | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Years Computer equipment and software 3 - 4 Internal-use software 3 Office furniture and equipment 3 - 7 Leasehold improvements Over the shorter of expected lease term or estimated useful life |
Estimated Useful Lives of Intangible Assets | The estimated useful lives of the Company’s intangible assets are as follows: Years Merchant/ Network affiliate relationships 4.5 Publisher relationships 4 Tradenames 3 Technology 3 - 5 Customer relationships 5 - 9 |
Share Options [Member] | |
Fair Value Assumptions [Abstract] | |
Assumptions Used to Determine Fair Value | The fair value of each option award is estimated using the following assumptions: Year ended December 31, 2021 2020 2019 Volatility 51.5% - 65.6% 50.0% - 54.0% 47.6% - 48.8% Risk-free interest rate 0.61% - 1.36% 0.38% - 0.67% 1.65% - 2.34% Dividend yield 0% 0% 0% Expected term (in years) 5 - 6.86 6.25 6.25 |
Private Warrants [Member] | |
Fair Value Assumptions [Abstract] | |
Assumptions Used to Determine Fair Value | The key inputs into the Black-Scholes model for the Private Warrants were as follows at initial Measurement and as of December 31, 2021: Input June 29, 2021 (Initial Measurement) December 31, 2021 Risk-free interest rate 0.73% -0.89 % 1.07% - 1.18 % Expected term (years) 4.26 - 5.00 3.75 - 4.50 Expected volatility 65.3% - 65.7 % 66.1% - 68.6 % Exercise price $ 11.50 $ 11.50 Underlying Stock Price $ 10.54 $ 7.78 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
Components of Cash and Cash Equivalents | The following table presents for each reported period, the breakdown of cash and cash equivalents: December 31, 2021 2020 Cash $ 137,050 $ 115,693 Money market funds 125,064 10 Time deposits 57,205 127,108 Total Cash and cash equivalents $ 319,319 $ 242,811 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021 and 2020, by level within the fair value hierarchy: December 31, 2021 Description: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 125,064 $ — $ — $ 125,064 Total Assets $ 125,064 $ — $ — $ 125,064 Liabilities: Warrant Liability – Public Warrants $ (8,963 ) $ — $ — $ (8,963 ) Warrant Liability – Private Warrants — — (22,264 ) (22,264 ) Total Liabilities $ (8,963 ) $ — $ (22,264 ) $ (31,227 ) December 31, 2020 Description: Level 1 Level 2 Level 3 Total Assets: Money market funds $ 10 $ — $ — $ 10 Total Assets $ 10 $ — $ — $ 10 |
Changes in Fair Value of Warrants Liability | The following table presents the changes in the fair value of Warrants liability: Input Private Warrants Public Warrants Total Warrants Initial measurement on June 29, 2021 $ 39,143 $ 14,740 $ 53,883 Change in fair value (16,879 ) (5,777 ) (22,656 ) Fair value as of December 31, 2021 $ 22,264 $ 8,963 $ 31,227 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
BUSINESS COMBINATIONS [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: Cash and cash equivalent $ 10,437 Other current assets 50,785 Intangible assets 270,025 Goodwill 531,174 Other noncurrent assets 8,432 Total assets acquired 870,853 Current liabilities 66,769 Deferred tax liability, net 52,070 Total liabilities assumed 118,839 Total purchase consideration $ 752,014 |
Intangible Assets and Estimated Useful Lives | The following table summarizes the preliminary estimate of the intangible assets and their estimated useful lives as of the acquisition date: Fair Value Useful life (In years) Merchant/ Network affiliate relationships (1) $ 146,547 4.5 Publisher relationships (2) 42,933 4.0 Tradenames (1) 23,997 3.0 Technology (1) 56,548 5.0 Total Intangible assets acquired $ 270,025 (1) Merchant/ Network affiliate relationships, Tradenames and Technology fair values were determined by using the income approach. (2) Publisher relationships fair values were determined by using the cost approach. |
Pro Forma Information | The unaudited pro forma results have been prepared for illustrative purposes only and are not necessarily indicative of what the actual results of operations of the Company and Connexity, combined, would have been due to any synergies, economies of scale and the assembled workforce of Connexity. Year Ended December 31, (Unaudited) 2021 2020 Revenues $ 1,433,555 $ 1,258,214 Net income (loss) $ (50,312) $ (144,146) |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | December 31, 2021 2020 Prepaid expenses $ 33,684 $ 7,605 Government institutions 14,409 10,100 Other current assets 15,301 3,904 $ 63,394 $ 21,609 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and equipment, net | Property and equipment, net consist of the following: December 31, 2021 2020 Cost: Computer equipment and software $ 159,407 $ 132,373 Office furniture and equipment 4,563 5,308 Leasehold improvements 17,803 17,901 Internal-use software 34,781 21,259 216,554 176,841 Accumulated depreciation (153,295 ) (123,947 ) Property and equipment, net $ 63,259 $ 52,894 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 and 2020 $ 19,206 Addition from acquisition 531,174 Balance as of December 31, 2021 $ 550,380 |
Intangible Assets | Definite-lived intangible assets, net consist of the following: Gross Fair Value Accumulated Amortization Net Book Value Weighted-Average Remaining Useful Life (In years) December 31, 2021 Merchant/Network affiliate relationships $ 146,547 $ (10,879 ) $ 135,668 4.17 Technology 73,403 (20,616 ) 52,787 4.66 Publisher relationships 42,933 (3,640 ) 39,293 3.67 Tradenames 23,997 (2,711 ) 21,286 2.67 Customer relationships 12,256 (10,367 ) 1,889 2.08 Total $ 299,136 $ (48,213 ) $ 250,923 December 31, 2020 Technology $ 16,855 $ (15,686 ) $ 1,169 0.73 Customer relationships 12,256 (9,520 ) 2,736 3.25 Total $ 29,111 $ (25,206 ) $ 3,905 |
Estimated Future Amortization Expense of Other Intangible Assets | The estimated future amortization expense of definite-lived intangible assets as of December 31, 2021 is as follows: Year ended December 31: 2022 $ 63,492 2023 63,462 2024 60,072 2025 50,968 2026 12,929 $ 250,923 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expenses and Other Current Liabilities | December 31 2021 2020 Accrued expenses $ 12,599 $ 9,601 Employees and related benefits 42,002 38,358 Accrued vacation pay 13,404 10,827 Advances from customers 24,310 24,753 Government authorities 27,174 10,365 Accrued interest 3,450 — Other 1,723 1,231 $ 124,662 $ 95,135 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LEASES [Abstract] | |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense and supplemental cash flow information related to leases for the years ended December 31, 2021, 2020 and 2019 were as follows: December 31, 2021 2020 2019 Components of lease expense: Operating lease cost $ 16,578 $ 16,594 $ 15,620 Short-term lease cost 583 628 1,249 Supplemental cash flow information: Cash paid for amounts included in the measurement of lease liabilities 18,213 17,217 15,802 Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets $ 4,520 $ 14,635 $ 5,592 |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2021 were as follows: December 31, 2021 2022 $ 17,231 2023 14,446 2024 13,514 2025 11,883 2026 11,948 Thereafter 14,067 Total undiscounted lease payments $ 83,089 Less: Interest (8,605 ) Present value of lease liabilities $ 74,484 |
LOAN (Tables)
LOAN (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
LOAN [Abstract] | |
Future Principal Payments Related to Long-term Debt | As of December 31, 2021, the total future principal payments related to Credit Facilities are as follows: Amount Year Ending December 31, 2022 (current maturities) $ 3,000 2023 3,000 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 281,250 Total $ 299,250 |
SHAREHOLDERS' EQUITY AND SHAR_2
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] | |
Share Option Activity | The following is a summary of share option activity and related information for the periods through December 31, 2021 (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, 2021 46,064,449 $ 1.54 5.62 $ 247,117 Granted 9,862,171 6.98 Exercised (7,019,836 ) 1.39 Forfeited (1,373,861 ) 5.28 Balance as of December 31, 2021 47,532,923 $ 2.64 5.73 $ 247,734 Exercisable as of December 31, 2021 33,908,119 $ 1.51 4.45 $ 212,873 |
Summary of RSU Activity | c. The following is a summary of the RSU activity and related information for the periods through December 31, 2021 (including employees of the Company): Outstanding Restricted Shares Unit Weighted-Average Grant Date Fair Value Per Share Balance as of January 1, 2021 12,755,167 $ 5.64 Granted 13,136,685 9.53 Vested (*) (2,883,147 ) 9.19 Forfeited (1,395,516 ) 7.08 Balance as of December 31, 2021 21,613,189 $ 8.16 (*) A portion of the shares that vest is netted out to satisfy the tax obligations of the recipient. During the year ended December 31, 2021, a total of 784,120 shares were netted out to satisfy tax obligations, resulting in net issuance of 729,047 shares. |
Equity Based Compensation Expense | The total share-based compensation expense related to all of the Company's share-based awards recognized for the year ended December 31, 2021, 2020 and 2019, was comprised as follows: Year ended December 31, 2021 2020 2019 Cost of revenues $ 1,891 $ 788 $ 420 Research and development 29,022 16,491 3,166 Sales and marketing 44,834 6,930 3,749 General and administrative 52,210 4,068 914 Total share based compensation expense $ 127,957 $ 28,277 $ 8,249 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES [Abstract] | |
Components of Income (Loss) Before Taxes | d. The components of the income (loss) before taxes were as follows: Year ended December 31, 2021 2020 2019 Israel $ (42,414 ) $ 12,450 $ (46,387 ) Foreign 40,442 10,990 23,359 Total $ (1,972 ) $ 23,440 $ (23,028 ) |
Taxes on Income (Tax Benefit) | e. Taxes on income (tax benefit) are comprised as follows: Year ended December 31, 2021 2020 2019 Current: Israel $ 4,685 $ 338 $ 621 Foreign 18,944 16,327 4,726 Total current income tax expense 23,629 16,665 5,347 Deferred: Israel 973 1,678 (106 ) Foreign (1,626 ) (3,396 ) (244 ) Total deferred income tax benefit (653 ) (1,718 ) (350 ) Total income taxes $ 22,976 $ 14,947 $ 4,997 |
Reconciliation of Income Tax Expense to Actual Income Tax Expense | A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows: December 31 2021 2020 2019 Income (loss) before taxes on income, as reported in the consolidated statements of income (loss) (1,972 ) 23,440 (23,028 ) Statutory tax rate in Israel 23 % 23 % 23 % Privileged Enterprise (244 %) (15 %) (3 %) Permanent difference - nondeductible expenses (685 %) 24 % (15 %) Change in valuation allowance (138 %) (11 %) (33 %) BEAT — 44 % — Release of tax-exempt profits under preferred enterprise tax regime (221 %) — — Other 101 % (1 %) 6 % Effective tax rate (1,164 %) 64 % (22 %) |
Net Deferred Tax Assets and Liabilities | As of December 31, 2021, and 2020 the deferred tax assets and liabilities presented in the balance sheet are comprised as follow: December 31 2021 2020 Deferred tax assets $ 1,876 $ 1,382 Deferred tax liabilities $ (51,027 ) $ (45 ) As of December 31, 2021, and 2020 the Company's deferred taxes were in respect of the following: December 31 2021 2020 Carry forward tax losses $ 1,701 $ 1,472 Research and development cost 6,362 2,792 Operating lease liabilities 14,498 13,870 Reserves and allowances 2,902 2,145 Share based compensation 6,076 767 Tax credit carry forward 2,943 1,627 Issuance expenses 1,922 — Intangible assets 1,830 — Others 863 54 Deferred tax assets before valuation allowance 39,097 22,727 Valuation allowance (11,389 ) (6,741 ) Deferred tax assets 27,708 15,986 Intangible assets (58,855 ) (743 ) Property and equipment (3,248 ) (1,557 ) Operating lease right-of-use assets (12,975 ) (12,179 ) Other (1,781 ) (170 ) Deferred tax liabilities (76,859 ) (14,649 ) Deferred tax asset (liability), net $ (49,151 ) $ 1,337 |
Reconciliation of Beginning and Ending Balance of Total Unrecognized Tax Positions | A reconciliation of the beginning and ending balance of total unrecognized tax positions is as follows: Year ended December 31, 2021 2020 Unrecognized tax position, beginning of year $ 2,370 $ 1,177 Increase due to acquisition 307 — Decreases related to prior years’ tax positions (280 ) — Increases related to current years’ tax positions 1,203 1,935 Decreases due to lapses of statutes of limitations (516 ) (742 ) Unrecognized tax position, end of year $ 3,084 $ 2,370 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SEGMENT INFORMATION [Abstract] | |
Revenue by Geographic Area Based on Advertisers' Billing Address | The following table represents total revenue by geographic area based on the Advertisers’ billing address: Year ended December 31, 2021 2020 2019 Israel $ 190,615 $ 176,014 $ 163,632 United Kingdom 69,858 50,996 41,339 United States 535,349 511,982 547,722 Germany 147,808 103,154 82,945 France 56,614 50,646 36,456 Rest of the World 378,214 296,101 221,736 Total $ 1,378,458 $ 1,188,893 $ 1,093,830 |
Long-lived Assets, Net by Geographic Area | The following table represents the Company’s long-lived assets, net by geographic area: Year ended December 31, 2021 2020 Israel $ 69,447 $ 62,172 United States 41,549 37,208 United Kingdom 11,706 13,531 Rest of the World 5,662 8,041 Total $ 128,364 $ 120,952 (*) Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets, net. |
NET INCOME (LOSS) PER SHARE A_2
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share attributable to ordinary shareholders for the periods presented: Year ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ (24,948 ) $ 8,493 $ (28,025 ) Less: Undistributed earnings allocated to participating securities (11,944 ) (22,932 ) (21,173 ) Net loss attributable to ordinary shares – basic and diluted (36,892 ) (14,439 ) (49,198 ) Denominator: Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic and diluted 142,883,475 40,333,870 44,324,234 Net income (loss) per share attributable to ordinary shareholders, basic and diluted $ (0.26 ) $ (0.36 ) $ (1.11 ) |
Antidilutive Securities Excluded from Computation of Diluted Net Income (Loss) Per Share | The potential shares of ordinary shares that were excluded from the computation of diluted net income (loss) per share attributable to ordinary shareholders for the periods presented because including them would have been anti-dilutive are as follows: Year ended December 31, 2021 2020 2019 Convertible preferred shares — 121,472,152 121,472,152 RSU 12,927,049 12,755,167 4,760,213 Outstanding share options 43,149,797 44,468,446 43,043,978 Warrants 12,349,990 — — Total 68,426,836 178,695,765 169,276,343 |
GENERAL (Details)
GENERAL (Details) $ / shares in Units, $ in Thousands | Jun. 29, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Sep. 01, 2021USD ($) |
Business Combination [Abstract] | |||||
Number of shares held by holder upon merger (in shares) | shares | 1 | ||||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 | $ 0 | ||
Warrant redemption price (in dollars per share) | $ 0.01 | ||||
Notice period to redeem warrants | 30 days | ||||
Number of trading days | 20 days | ||||
Trading day threshold period | 30 days | ||||
Proceeds from issuance of shares | $ | $ 285,378 | $ 285,378 | $ 0 | $ 0 | |
Warrants liability | $ | 53,883 | $ 0 | $ 0 | ||
Transaction costs related to the Warrants liability recognized as general and administrative expenses | $ | 4,024 | ||||
Stock split ratio | 2.700701493 | ||||
Minimum [Member] | |||||
Business Combination [Abstract] | |||||
Share price (in dollars per share) | $ 18 | ||||
PIPE [Member] | |||||
Business Combination [Abstract] | |||||
Stock split per share (in dollars per share) | $ 10 | ||||
Shares issued (in shares) | shares | 13,500,000 | ||||
Proceeds from issuance of shares | $ | $ 135,000 | ||||
Warrants liability | $ | $ 53,883 | ||||
Secondary Investors [Member] | |||||
Business Combination [Abstract] | |||||
Stock split per share (in dollars per share) | $ 10 | ||||
Shares issued (in shares) | shares | 15,120,000 | ||||
Proceeds from issuance of shares | $ | $ 151,200 | ||||
ION Acquisition Corp. 1 Ltd [Member] | |||||
Business Combination [Abstract] | |||||
Number of warrants (in shares) | shares | 0.2 | ||||
Number of warrants held by holder upon merger (in shares) | shares | 0.2 | ||||
ION Acquisition Corp. 1 Ltd [Member] | Class A Ordinary Shares [Member] | |||||
Business Combination [Abstract] | |||||
Number of ordinary shares (in shares) | shares | 1 | ||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||
Warrants to purchase shares per warrant (in shares) | shares | 1 | ||||
ION Acquisition Corp. 1 Ltd [Member] | Class A Ordinary Shares [Member] | Warrant [Member] | |||||
Business Combination [Abstract] | |||||
Ordinary shares, par value (in dollars per share) | $ 11.50 | ||||
ION Acquisition Corp. 1 Ltd [Member] | Class B Ordinary Shares [Member] | |||||
Business Combination [Abstract] | |||||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | ||||
Connexity [Member] | |||||
Business Combination [Abstract] | |||||
Total purchase price | $ | $ 752,014 | $ 752,014 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES, Concentrations of Credit Risks (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Customer | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019Customer | |
Concentrations of Credit Risks [Abstract] | |||
Deposits in excess of FDIC insurable limit | $ | $ 162,301 | $ 33,652 | |
Deposits in excess of FSCS insurable limit | $ | $ 35,814 | $ 41,818 | |
Accounts Receivable [Member] | |||
Concentrations of Credit Risks [Abstract] | |||
Number of major customers | Customer | 0 | 0 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentrations of Credit Risks [Abstract] | |||
Concentration risk threshold percentage | 10.00% | ||
Revenue [Member] | |||
Concentrations of Credit Risks [Abstract] | |||
Number of major customers | Customer | 0 | 0 | 0 |
Revenue [Member] | Customer Concentration Risk [Member] | |||
Concentrations of Credit Risks [Abstract] | |||
Concentration risk threshold percentage | 10.00% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES, Deferred Offering Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Offering Costs [Abstract] | ||
Deferred offering costs | $ 2,096 | |
Payment of deferred offering costs | $ 2,096 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property and Equipment [Abstract] | |
Property and equipment of estimated useful life | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property and Equipment [Abstract] | |
Property and equipment of estimated useful life | 4 years |
Internal-use Software [Member] | |
Property and Equipment [Abstract] | |
Property and equipment of estimated useful life | 3 years |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property and Equipment [Abstract] | |
Property and equipment of estimated useful life | 3 years |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property and Equipment [Abstract] | |
Property and equipment of estimated useful life | 7 years |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES, Internal Use Software Costs (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Internal Used Software [Member] | |
Internal use software costs [Abstract] | |
Estimated useful life | 3 years |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES, Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Merchant/ Network Affiliate Relationships [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 4 years 6 months |
Publisher Relationships [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 4 years |
Tradenames [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 3 years |
Technology [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 3 years |
Technology [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 5 years |
Customer Relationships [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 5 years |
Customer Relationships [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 9 years |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES, Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Impairment of Long-Lived Assets [Abstract] | |||
Impairment losses | $ 0 | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES, Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Information [Abstract] | |
Number of business activity | 1 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES, Cost of Revenues (Details) | 12 Months Ended |
Dec. 31, 2021Property | |
Cost of Revenues [Abstract] | |
Number of compensation models for digital properties | 2 |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES, Warrant Liability (Details) - Private Warrants [Member] | Dec. 31, 2021$ / shares | Jun. 29, 2021$ / shares |
Exercise Price [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 11.50 | 11.50 |
Underlying Stock Price [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 7.78 | 10.54 |
Minimum [Member] | Risk Free Interest Rate [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.0107 | 0.0073 |
Minimum [Member] | Expected Term [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 3.75 | 4.26 |
Minimum [Member] | Expected Volatility [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.661 | 0.653 |
Maximum [Member] | Risk Free Interest Rate [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.0118 | 0.0089 |
Maximum [Member] | Expected Term [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 4.50 | 5 |
Maximum [Member] | Expected Volatility [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.686 | 0.657 |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES, Share-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assumptions Used to Determine Fair Value of Option Award [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected term | 6 years 3 months | 6 years 3 months | |
Minimum [Member] | |||
Assumptions Used to Determine Fair Value of Option Award [Abstract] | |||
Volatility | 51.50% | 50.00% | 47.60% |
Risk-free interest rate | 0.61% | 0.38% | 1.65% |
Expected term | 5 years | ||
Maximum [Member] | |||
Assumptions Used to Determine Fair Value of Option Award [Abstract] | |||
Volatility | 65.60% | 54.00% | 48.80% |
Risk-free interest rate | 1.36% | 0.67% | 2.34% |
Expected term | 6 years 10 months 9 days |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Breakdown of Cash and Cash Equivalents [Abstract] | ||
Cash | $ 137,050 | $ 115,693 |
Money market funds | 125,064 | 10 |
Time deposits | 57,205 | 127,108 |
Total Cash and cash equivalents | $ 319,319 | $ 242,811 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 29, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets [Abstract] | |||
Assets | $ 125,064 | $ 10 | |
Liabilities [Abstract] | |||
Liabilities | (31,227) | ||
Warrants [Member] | |||
Changes in Fair Value [Roll Forward] | |||
Initial measurement on June 29, 2021 | $ 53,883 | ||
Change in fair value | (22,656) | ||
Fair value as of December 31, 2021 | 31,227 | ||
Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | (8,963) | ||
Changes in Fair Value [Roll Forward] | |||
Initial measurement on June 29, 2021 | 14,740 | ||
Change in fair value | (5,777) | ||
Fair value as of December 31, 2021 | 8,963 | ||
Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | (22,264) | ||
Changes in Fair Value [Roll Forward] | |||
Initial measurement on June 29, 2021 | $ 39,143 | ||
Change in fair value | (16,879) | ||
Fair value as of December 31, 2021 | 22,264 | ||
Money Market Funds [Member] | |||
Assets [Abstract] | |||
Assets | 125,064 | 10 | |
Level 1 [Member] | |||
Assets [Abstract] | |||
Assets | 125,064 | 10 | |
Liabilities [Abstract] | |||
Liabilities | (8,963) | ||
Level 1 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | (8,963) | ||
Level 1 [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | 0 | ||
Level 1 [Member] | Money Market Funds [Member] | |||
Assets [Abstract] | |||
Assets | 125,064 | 10 | |
Level 2 [Member] | |||
Assets [Abstract] | |||
Assets | 0 | 0 | |
Liabilities [Abstract] | |||
Liabilities | 0 | ||
Level 2 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | 0 | ||
Level 2 [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | 0 | ||
Level 2 [Member] | Money Market Funds [Member] | |||
Assets [Abstract] | |||
Assets | 0 | 0 | |
Level 3 [Member] | |||
Assets [Abstract] | |||
Assets | 0 | 0 | |
Liabilities [Abstract] | |||
Liabilities | (22,264) | ||
Level 3 [Member] | Public Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | 0 | ||
Level 3 [Member] | Private Warrants [Member] | |||
Liabilities [Abstract] | |||
Liabilities | (22,264) | ||
Level 3 [Member] | Money Market Funds [Member] | |||
Assets [Abstract] | |||
Assets | $ 0 | $ 0 |
BUSINESS COMBINATIONS, Summary
BUSINESS COMBINATIONS, Summary (Details) - USD ($) $ in Thousands | Sep. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2022 |
Business Combination [Abstract] | |||||
Cash paid in connection with acquisitions | $ 583,457 | $ 202 | $ 3,966 | ||
Connexity [Member] | |||||
Business Combination [Abstract] | |||||
Purchase price | $ 752,014 | $ 752,014 | |||
Cash paid in connection with acquisitions | 593,894 | ||||
Fair value of ordinary shares issued | $ 157,689 | ||||
Number of ordinary shares issued (in shares) | 17,328,049 | ||||
Number of ordinary shares committed to be issued (in shares) | 3,681,030 | ||||
Service period for issuance of ordinary shares | 3 years | ||||
Transaction costs | $ 6,432 | ||||
Connexity [Member] | Subsequent Event [Member] | |||||
Business Combination [Abstract] | |||||
Additional amount paid | $ 431 | ||||
Connexity [Member] | Maximum [Member] | |||||
Business Combination [Abstract] | |||||
Measurement period of fair value of assets and liabilities acquired | 1 year | ||||
Connexity [Member] | RSUs [Member] | |||||
Business Combination [Abstract] | |||||
RSU's issued (in shares) | $ 40,000 | ||||
Connexity [Member] | RSUs [Member] | Minimum [Member] | |||||
Business Combination [Abstract] | |||||
Vesting period | 4 years | ||||
Connexity [Member] | RSUs [Member] | Maximum [Member] | |||||
Business Combination [Abstract] | |||||
Vesting period | 5 years |
BUSINESS COMBINATIONS, Fair Val
BUSINESS COMBINATIONS, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Goodwill | $ 550,380 | $ 19,206 | $ 19,206 | |
Connexity [Member] | ||||
Fair Value of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Cash and cash equivalent | $ 10,437 | |||
Other current assets | 50,785 | |||
Intangible assets | 270,025 | |||
Goodwill | 531,174 | |||
Other noncurrent assets | 8,432 | |||
Total assets acquired | 870,853 | |||
Current liabilities | 66,769 | |||
Deferred tax liability, net | 52,070 | |||
Total liabilities assumed | 118,839 | |||
Total purchase consideration | $ 752,014 | $ 752,014 |
BUSINESS COMBINATIONS, Intangib
BUSINESS COMBINATIONS, Intangible Assets and Estimated Useful Lives (Details) - Connexity [Member] - USD ($) $ in Thousands | Sep. 01, 2021 | Dec. 31, 2021 | |
Intangible Assets and Estimated Useful Lives [Abstract] | |||
Fair value | $ 270,025 | ||
Revenue | $ 37,692 | ||
Merchant/ Network Affiliate Relationships [Member] | |||
Intangible Assets and Estimated Useful Lives [Abstract] | |||
Fair value | [1] | $ 146,547 | |
Useful life | [1] | 4 years 6 months | |
Publisher Relationships [Member] | |||
Intangible Assets and Estimated Useful Lives [Abstract] | |||
Fair value | [2] | $ 42,933 | |
Useful life | [2] | 4 years | |
Tradenames [Member] | |||
Intangible Assets and Estimated Useful Lives [Abstract] | |||
Fair value | [1] | $ 23,997 | |
Useful life | [1] | 3 years | |
Technology [Member] | |||
Intangible Assets and Estimated Useful Lives [Abstract] | |||
Fair value | [1] | $ 56,548 | |
Useful life | [1] | 5 years | |
[1] | Merchant/ Network affiliate relationships, Tradenames and Technology fair values were determined by using the income approach. | ||
[2] | Publisher relationships fair values were determined by using the cost approach. |
BUSINESS COMBINATIONS, Pro Form
BUSINESS COMBINATIONS, Pro Forma Information (Details) - Connexity [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pro Forma Information [Abstract] | ||
Revenues | $ 1,433,555 | $ 1,258,214 |
Net income (loss) | $ (50,312) | $ (144,146) |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid expenses | $ 33,684 | $ 7,605 |
Government institutions | 14,409 | 10,100 |
Other current assets | 15,301 | 3,904 |
Prepaid expenses and other current assets | $ 63,394 | $ 21,609 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property and Equipment [Abstract] | |||
Property and equipment, gross | $ 216,554 | $ 176,841 | |
Accumulated depreciation | (153,295) | (123,947) | |
Property and equipment, net | 63,259 | 52,894 | |
Capitalized internal-use software costs | 13,522 | 9,205 | |
Capitalized internal-use software amortization | 1,923 | 1,486 | $ 1,273 |
Depreciation expenses | 30,104 | 31,397 | $ 35,943 |
Write off of fixed assets | 6,798 | ||
Computer Equipment and Software [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 159,407 | 132,373 | |
Office Furniture and Equipment [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 4,563 | 5,308 | |
Leasehold Improvements [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 17,803 | 17,901 | |
Internal-use Software [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | $ 34,781 | $ 21,259 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 19,206 |
Addition from acquisition | 531,174 |
Ending balance | $ 550,380 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Intangible Assets [Abstract] | |||
Gross fair value | $ 299,136 | $ 29,111 | |
Accumulated amortization | (48,213) | (25,206) | |
Net book value | 250,923 | 3,905 | |
Amortization expenses related to intangible assets | 23,007 | 2,560 | $ 3,421 |
Merchant/ Network Affiliate Relationships [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | 146,547 | ||
Accumulated amortization | (10,879) | ||
Net book value | $ 135,668 | ||
Weighted-average remaining useful life (in years) | 4 years 2 months 1 day | ||
Technology [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 73,403 | 16,855 | |
Accumulated amortization | (20,616) | (15,686) | |
Net book value | $ 52,787 | $ 1,169 | |
Weighted-average remaining useful life (in years) | 4 years 7 months 28 days | 8 months 23 days | |
Publisher Relationships [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 42,933 | ||
Accumulated amortization | (3,640) | ||
Net book value | $ 39,293 | ||
Weighted-average remaining useful life (in years) | 3 years 8 months 1 day | ||
Tradenames [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 23,997 | ||
Accumulated amortization | (2,711) | ||
Net book value | $ 21,286 | ||
Weighted-average remaining useful life (in years) | 2 years 8 months 1 day | ||
Customer Relationships [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 12,256 | $ 12,256 | |
Accumulated amortization | (10,367) | (9,520) | |
Net book value | $ 1,889 | $ 2,736 | |
Weighted-average remaining useful life (in years) | 2 years 29 days | 3 years 3 months |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Estimated Future Amortization Expense of Other Intangible Assets [Abstract] | ||
2022 | $ 63,492 | |
2023 | 63,462 | |
2024 | 60,072 | |
2025 | 50,968 | |
2026 | 12,929 | |
Net book value | $ 250,923 | $ 3,905 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Accrued expenses | $ 12,599 | $ 9,601 |
Employees and related benefits | 42,002 | 38,358 |
Accrued vacation pay | 13,404 | 10,827 |
Advances from customers | 24,310 | 24,753 |
Government authorities | 27,174 | 10,365 |
Accrued interest | 3,450 | 0 |
Other | 1,723 | 1,231 |
Accrued expenses and other current liabilities | $ 124,662 | $ 95,135 |
LEASES, Operating Leases (Detai
LEASES, Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)Option | |
Lessee Disclosure [Abstract] | |
Operating lease term | 10 years |
Weighted average remaining lease term (in years) | 5 years 6 months |
Weighted average discount rate | 3.73% |
Estimated operating lease liability | $ | $ 4,980 |
Minimum [Member] | |
Lessee Disclosure [Abstract] | |
Operating lease term | 2 years |
Number of options to extend lease term | Option | 1 |
Maximum [Member] | |
Lessee Disclosure [Abstract] | |
Operating lease term | 10 years |
LEASES, Components of Lease Exp
LEASES, Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of Lease Expense [Abstract] | |||
Operating lease cost | $ 16,578 | $ 16,594 | $ 15,620 |
Short-term lease cost | 583 | 628 | 1,249 |
Supplemental Cash flow Information [Abstract] | |||
Cash paid for amounts included in the measurement of lease liabilities | 18,213 | 17,217 | 15,802 |
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets | $ 4,520 | $ 14,635 | $ 5,592 |
LEASES, Maturities of Lease Lia
LEASES, Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Maturities of Lease Liabilities [Abstract] | |
2022 | $ 17,231 |
2023 | 14,446 |
2024 | 13,514 |
2025 | 11,883 |
2026 | 11,948 |
Thereafter | 14,067 |
Total undiscounted lease payments | 83,089 |
Less: Interest | (8,605) |
Present value of lease liabilities | $ 74,484 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Feb. 24, 2021USD ($) | Oct. 31, 2019USD ($)Claim | Dec. 31, 2021USD ($) |
Non-cancelable Purchase Obligations [Abstract] | |||
Purchase obligation | $ 13,971 | ||
Legal Proceedings [Abstract] | |||
Number of claims filed | Claim | 1 | ||
Amount of claim | $ 706 | ||
Amount of counterclaim for a refund of certain compensation fund | $ 1,970 | ||
Litigation settlement, amount to be received | $ 12 | ||
Number of months to reply on the company's claims | 3 months | ||
Minimum [Member] | |||
Commercial Commitments [Abstract] | |||
Period of contract | 2 years | ||
Maximum [Member] | |||
Commercial Commitments [Abstract] | |||
Period of contract | 5 years |
LOAN (Details)
LOAN (Details) - Credit Agreement [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Sep. 01, 2021 | |
Debt Instruments [Abstract] | ||
Debt amount | $ 300,000 | |
Proceeds from debt, net of issuance costs | $ 11,250 | |
Debt amount interest rate | 1.00% | |
Frequency of periodic payment | quarterly | |
Long-term Debt, Rolling Maturity [Abstract] | ||
2022 (current maturities) | $ 3,000 | |
2023 | 3,000 | |
2024 | 3,000 | |
2025 | 3,000 | |
2026 | 3,000 | |
2027 | 3,000 | |
2028 | 281,250 | |
Total | $ 299,250 |
SHAREHOLDERS' EQUITY AND SHAR_3
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 14, 2021 | Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock Option Plan [Abstract] | |||||
Ordinary shares reserved for issuance (in shares) | 31,932,902 | ||||
Percentage of outstanding shares | 5.00% | ||||
Common stock, shares issued under ESPP (in shares) | 0 | ||||
Additional equity-based compensation plan | $ 128,740 | $ 28,277 | $ 8,249 | ||
Term of approval by court | 6 months | ||||
Payments of tax withholding for share based compensation | $ (6,152) | ||||
Maximum [Member] | |||||
Stock Option Plan [Abstract] | |||||
Common stock, shares available for issuance under ESPP (in shares) | 6,386,580 | ||||
Percentage of total outstanding shares on diluted basis in ESPP | 2.00% | ||||
Additional equity-based compensation plan | $ 60,000 | ||||
RSUs [Member] | Time-Based Vesting Condition [Member] | |||||
Stock Option Plan [Abstract] | |||||
Vesting period | 4 years | ||||
RSUs [Member] | Vesting Condition [Member] | |||||
Stock Option Plan [Abstract] | |||||
Vesting period | 5 years | ||||
Share Options [Member] | |||||
Stock Option Plan [Abstract] | |||||
Vesting period | 4 years | ||||
Expiration period | 10 years | ||||
Outstanding Share Options [Roll Forward] | |||||
Outstanding, beginning of period (in shares) | 46,064,449 | ||||
Granted (in shares) | 9,862,171 | ||||
Exercised (in shares) | (7,019,836) | ||||
Forfeited (in shares) | (1,373,861) | ||||
Outstanding, end of period (in shares) | 47,532,923 | 46,064,449 | |||
Exercisable (in shares) | 33,908,119 | ||||
Weighted-Average Exercise Price Per Share [Roll Forward] | |||||
Outstanding, beginning of period (in dollars per share) | $ 1.54 | ||||
Granted (in dollars per share) | 6.98 | ||||
Exercised (in dollars per share) | $ 0 | 1.39 | |||
Forfeited (in dollars per share) | 5.28 | ||||
Outstanding, end of period (in dollars per share) | 2.64 | $ 1.54 | |||
Exercisable (in dollars per share) | $ 1.51 | ||||
Weighted Average Remaining Contractual Term [Abstract] | |||||
Weighted-average remaining contractual life | 5 years 8 months 23 days | 5 years 7 months 13 days | |||
Weighted-average remaining contractual life, exercisable | 4 years 5 months 12 days | ||||
Aggregate Intrinsic Value [Abstract] | |||||
Aggregate intrinsic value, outstanding | $ 247,734 | $ 247,117 | |||
Aggregate intrinsic value, exercisable | 212,873 | ||||
Additional Paid-in Capital [Member] | |||||
Stock Option Plan [Abstract] | |||||
Additional equity-based compensation plan | 128,740 | $ 28,277 | $ 8,249 | ||
Payments of tax withholding for share based compensation | $ (6,152) |
SHAREHOLDERS' EQUITY AND SHAR_4
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) $ / shares in Units, $ in Thousands | Sep. 17, 2020USD ($)Grantee$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares |
Stock-based compensation [Abstract] | ||||
Share based compensation expense | $ 127,957 | $ 28,277 | $ 8,249 | |
Share Options [Member] | ||||
Stock-based compensation [Abstract] | ||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 9.32 | $ 5.61 | $ 4.10 | |
Aggregate intrinsic value, exercised | $ 49,224 | $ 20,649 | $ 3,199 | |
Unrecognized share based compensation cost | $ 49,608 | |||
Weighted-average period expected to be recognized | 3 years 25 days | |||
Number of shares approved for one-time share option repricing (in shares) | shares | 18,553,684 | |||
Number of grantees for one-time share option repricing | Grantee | 1,369 | |||
Exercise price of share option repricing (in dollars per share) | $ / shares | $ 2.63 | |||
Total incremental value from the modification | $ 14,530 | |||
Share based compensation expense | $ 1,390 | $ 6,514 |
SHAREHOLDERS' EQUITY AND SHAR_5
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, RSU Activity (Details) - Restricted Share Units [Member] - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Outstanding Restricted Share Unit [Roll Forward] | |||||
Outstanding, beginning of period (in shares) | 12,755,167 | ||||
Granted (in shares) | 10,314,654 | 13,136,685 | |||
Vested (in shares) | [1] | (2,883,147) | |||
Forfeited (in shares) | (1,395,516) | ||||
Outstanding, end of period (in shares) | 21,613,189 | 12,755,167 | |||
Vested shares netted out to satisfy tax obligations (in shares) | 784,120 | ||||
Net issuance of shares (in shares) | 729,047 | ||||
Unrecognized share based compensation cost related to unvested RSUs | $ 85,762 | ||||
Weighted-average period to be recognized | 3 years 7 months 6 days | ||||
Weighted-Average Grant Date Fair Value Per Share [Rollforward] | |||||
Outstanding, beginning of period (in dollars per share) | $ 5.64 | ||||
Granted (in dollars per share) | 9.53 | $ 5.94 | $ 4.13 | ||
Vested (in dollars per share) | [1] | 9.19 | |||
Forfeited (in dollars per share) | 7.08 | ||||
Outstanding, end of period (in dollars per share) | $ 8.16 | $ 5.64 | |||
[1] | A portion of the shares that vest is netted out to satisfy the tax obligations of the recipient. During the year ended December 31, 2021, a total of 784,120 shares were netted out to satisfy tax obligations, resulting in net issuance of 729,047 shares. |
SHAREHOLDERS' EQUITY AND SHAR_6
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Based Compensation Expense [Abstract] | |||
Total share based compensation expense | $ 127,957 | $ 28,277 | $ 8,249 |
Cost of Revenues [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share based compensation expense | 1,891 | 788 | 420 |
Research and Development [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share based compensation expense | 29,022 | 16,491 | 3,166 |
Sales and Marketing [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share based compensation expense | 44,834 | 6,930 | 3,749 |
General and Administrative [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share based compensation expense | $ 52,210 | $ 4,068 | $ 914 |
SHAREHOLDERS' EQUITY AND SHAR_7
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Restricted Shares (Details) | Dec. 31, 2021shares | Jan. 30, 2020Granteeshares | Oct. 31, 2020$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Restricted Shares [Member] | 2017 Plan [Member] | ||||
Restricted Shares [Abstract] | ||||
Unvested restricted shares granted (in shares) | 7,411,689 | |||
Restricted Share Units [Member] | ||||
Restricted Shares [Abstract] | ||||
Unvested restricted shares granted (in shares) | 10,314,654 | 13,136,685 | ||
Restricted Share Units [Member] | Time-Based Vesting Condition [Member] | ||||
Restricted Shares [Abstract] | ||||
Unvested restricted shares granted (in shares) | 6,598,489 | |||
Vesting period | 24 months | |||
Restricted Share Units [Member] | 2017 Plan [Member] | ||||
Restricted Shares [Abstract] | ||||
Number of grantees effected with unvested restricted share grant | Grantee | 3 | |||
Unvested restricted shares granted (in shares) | 2,882,324 | |||
Share Options [Member] | ||||
Restricted Shares [Abstract] | ||||
Number of options to acquire ordinary shares (in shares) | 5,157,327 | |||
Exercise price (in dollars per share) | $ / shares | $ 0 | $ 1.39 | ||
Number of options vested (in shares) | 1,858,083 | 1,441,162 | ||
Share Options [Member] | Time-Based Vesting Condition [Member] | ||||
Restricted Shares [Abstract] | ||||
Vesting period | 24 months |
EMPLOYEES CONTRIBUTION PLAN (De
EMPLOYEES CONTRIBUTION PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Severance Pay [Abstract] | |||
Term for description of severance pay | 1 month | ||
Rate of entitled monthly deposit from the monthly salary | 8.33% | ||
Severance expenses | $ 5,709 | $ 4,744 | $ 4,322 |
401(k) Plan [Member] | |||
Severance Pay [Abstract] | |||
Severance expenses | $ 1,169 | $ 1,143 | $ 881 |
Defined Contribution Plan [Abstract] | |||
Percentage of employee contribution, maximum | 100.00% | ||
Employer matching contribution | 50.00% | ||
Employee's eligible compensation | 6.00% |
INCOME TAXES, Summary (Details)
INCOME TAXES, Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Rate [Abstract] | |||||
Corporate tax rate percentage | 23.00% | 23.00% | 23.00% | 35.00% | 21.00% |
Income tax exemption amount | $ 45,244 | ||||
Corporate income tax paid amount | $ 4,355 | ||||
Related party payment percentage on U.S tax return | 3.00% | ||||
Tax Year 2018 [Member] | |||||
Income Tax Rate [Abstract] | |||||
Mandatory transition tax | 0.10 | ||||
Tax Year 2019 [Member] | |||||
Income Tax Rate [Abstract] | |||||
Mandatory transition tax | 0.10 | ||||
Tax Year 2026 [Member] | |||||
Income Tax Rate [Abstract] | |||||
Mandatory transition tax | 0.125 | ||||
Israel Tax Authority [Member] | |||||
Income Tax Rate [Abstract] | |||||
Corporate tax rate percentage | 23.00% |
INCOME TAXES, Components of Inc
INCOME TAXES, Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Components of Income (Loss) Before Taxes [Abstract] | |||
Israel | $ (42,414) | $ 12,450 | $ (46,387) |
Foreign | 40,442 | 10,990 | 23,359 |
Income (loss) before income taxes | $ (1,972) | $ 23,440 | $ (23,028) |
INCOME TAXES, Taxes on Income (
INCOME TAXES, Taxes on Income (Tax Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current [Abstract] | |||
Israel | $ 4,685 | $ 338 | $ 621 |
Foreign | 18,944 | 16,327 | 4,726 |
Total current income tax expense | 23,629 | 16,665 | 5,347 |
Deferred [Abstract] | |||
Israel | 973 | 1,678 | (106) |
Foreign | (1,626) | (3,396) | (244) |
Total deferred income tax benefit | (653) | (1,718) | (350) |
Total income taxes | $ 22,976 | $ 14,947 | $ 4,997 |
INCOME TAXES, Reconciliation of
INCOME TAXES, Reconciliation of Income Tax Expense to Actual Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |||||
Income (loss) before taxes on income, as reported in the consolidated statements of income (loss) | $ (1,972) | $ 23,440 | $ (23,028) | ||
Statutory tax rate | 23.00% | 23.00% | 23.00% | 35.00% | 21.00% |
Privileged Enterprise | (244.00%) | (15.00%) | (3.00%) | ||
Permanent difference - nondeductible expenses | (685.00%) | 24.00% | (15.00%) | ||
Change in valuation allowance | (138.00%) | (11.00%) | (33.00%) | ||
BEAT | 0.00% | 44.00% | 0.00% | ||
Release of tax-exempt profits under preferred enterprise tax regime | (221.00%) | 0.00% | 0.00% | ||
Other | 101.00% | (1.00%) | 6.00% | ||
Effective tax rate | (1164.00%) | 64.00% | (22.00%) |
INCOME TAXES, Deferred Tax Asse
INCOME TAXES, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets | $ 1,876 | $ 1,382 |
Deferred tax liabilities | $ (51,027) | $ (45) |
INCOME TAXES, Deferred Taxes (D
INCOME TAXES, Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets and Liabilities [Abstract] | ||
Carry forward tax losses | $ 1,701 | $ 1,472 |
Research and development cost | 6,362 | 2,792 |
Operating lease liabilities | 14,498 | 13,870 |
Reserves and allowances | 2,902 | 2,145 |
Share based compensation | 6,076 | 767 |
Tax credit carry forward | 2,943 | 1,627 |
Issuance expenses | 1,922 | 0 |
Intangible assets | 1,830 | 0 |
Others | 863 | 54 |
Deferred tax assets before valuation allowance | 39,097 | 22,727 |
Valuation allowance | (11,389) | (6,741) |
Deferred tax assets | 27,708 | 15,986 |
Intangible assets | (58,855) | (743) |
Property and equipment | (3,248) | (1,557) |
Operating lease right-of-use assets | (12,975) | (12,179) |
Other | (1,781) | (170) |
Deferred tax liabilities | (76,859) | (14,649) |
Deferred tax liability, net | (49,151) | |
Deferred tax asset, net | $ 1,337 | |
Accumulated tax loss carry-forward | 8,400 | |
Accumulated tax loss carry-forward | 1,700 | |
Undistributed earnings | 91,608 | |
Withholding tax amount | $ 11,873 |
INCOME TAXES, Reconciliation _2
INCOME TAXES, Reconciliation of Beginning and Ending Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Positions [Roll Forward] | ||
Unrecognized tax position, beginning of year | $ 2,370 | $ 1,177 |
Increase due to acquisition | 307 | 0 |
Decrease related to prior years' tax positions | (280) | 0 |
Increases related to current years' tax positions | 1,203 | 1,935 |
Decreases due to lapses of statutes of limitations | (516) | (742) |
Unrecognized tax position, end of year | 3,084 | 2,370 |
Uncertain tax benefits that would impact effective tax rate | 2,635 | |
Unrecognized tax benefits, net of deferred tax assets | $ 449 | $ 246 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Segments, Geographical Areas [Abstract] | ||||
Revenue | $ 1,378,458 | $ 1,188,893 | $ 1,093,830 | |
Long-lived and Right-of-Use Assets | [1] | 128,364 | 120,952 | |
Reportable Geographical Components [Member] | Israel [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 190,615 | 176,014 | 163,632 | |
Long-lived and Right-of-Use Assets | [1] | 69,447 | 62,172 | |
Reportable Geographical Components [Member] | United Kingdom [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 69,858 | 50,996 | 41,339 | |
Long-lived and Right-of-Use Assets | [1] | 11,706 | 13,531 | |
Reportable Geographical Components [Member] | United States [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 535,349 | 511,982 | 547,722 | |
Long-lived and Right-of-Use Assets | [1] | 41,549 | 37,208 | |
Reportable Geographical Components [Member] | Germany [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 147,808 | 103,154 | 82,945 | |
Reportable Geographical Components [Member] | France [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 56,614 | 50,646 | 36,456 | |
Reportable Geographical Components [Member] | Rest of the World [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 378,214 | 296,101 | $ 221,736 | |
Long-lived and Right-of-Use Assets | [1] | $ 5,662 | $ 8,041 | |
[1] | Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets, net. |
NET INCOME (LOSS) PER SHARE A_3
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator [Abstract] | |||
Net income (loss) | $ (24,948) | $ 8,493 | $ (28,025) |
Basic [Abstract] | |||
Less: Undistributed earnings allocated to participating securities, basic | (11,944) | (22,932) | (21,173) |
Net income (loss) attributable to ordinary shares - basic | (36,892) | (14,439) | (49,198) |
Diluted [Abstract] | |||
Less: Undistributed earnings allocated to participating securities, diluted | (11,944) | (22,932) | (21,173) |
Net income (loss) attributable to ordinary shares - diluted | $ (36,892) | $ (14,439) | $ (49,198) |
Denominator [Abstract] | |||
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, basic (in shares) | 142,883,475 | 40,333,870 | 44,324,234 |
Weighted-average shares used in computing net income (loss) per share attributable to ordinary shareholders, diluted (in shares) | 142,883,475 | 40,333,870 | 44,324,234 |
Net income (loss) per share attributable to ordinary shareholders, basic (in dollars per share) | $ (0.26) | $ (0.36) | $ (1.11) |
Net income (loss) per share attributable to ordinary shareholders, diluted (in dollars per share) | $ (0.26) | $ (0.36) | $ (1.11) |
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 68,426,836 | 178,695,765 | 169,276,343 |
Convertible Preferred Shares [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 0 | 121,472,152 | 121,472,152 |
RSU [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 12,927,049 | 12,755,167 | 4,760,213 |
Outstanding Share Options [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 43,149,797 | 44,468,446 | 43,043,978 |
Warrants [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 12,349,990 | 0 | 0 |