Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 28, 2023 | Jun. 30, 2022 | |
Entity Listings [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Entity File Number | 001-40566 | ||
Entity Registrant Name | TABOOLA.COM LTD. | ||
Entity Central Index Key | 0001840502 | ||
Entity Incorporation, State or Country Code | L3 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Address, Address Line One | 16 Madison Square West | ||
Entity Address, Address Line Two | 7th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10010 | ||
City Area Code | 212 | ||
Local Phone Number | 206-7633 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 427.4 | ||
Auditor Firm ID | 1281 | ||
Auditor Name | Kost Forer Gabbay & Kasierer | ||
Auditor Location | Tel Aviv, Israel | ||
Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Ordinary shares, no par value | ||
Trading Symbol | TBLA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 295,676,002 | ||
Warrants [Member] | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Warrants to purchase ordinary shares | ||
Trading Symbol | TBLAW | ||
Security Exchange Name | NASDAQ | ||
Non-Voting Ordinary Shares [Member] | |||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 45,198,702 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 165,893 | $ 319,319 |
Short-term investments | 96,914 | 0 |
Restricted deposits | 750 | 1,000 |
Trade receivables (net of allowance for credit losses of $6,748 and $ 3,895 as of December 31, 2022 and 2021, respectively) | 256,708 | 245,235 |
Prepaid expenses and other current assets | 73,643 | 63,394 |
Total current assets | 593,908 | 628,948 |
NON-CURRENT ASSETS | ||
Long-term prepaid expenses | 42,945 | 32,926 |
Restricted deposits | 4,059 | 3,897 |
Deferred tax assets, net | 3,821 | 1,876 |
Operating lease right of use assets | 66,846 | 65,105 |
Property and equipment, net | 73,019 | 63,259 |
Intangible assets, net | 189,156 | 250,923 |
Goodwill | 555,869 | 550,380 |
Total non-current assets | 935,715 | 968,366 |
Total assets | 1,529,623 | 1,597,314 |
CURRENT LIABILITIES | ||
Trade payables | 247,504 | 259,941 |
Short-term operating lease liabilities | 14,753 | 12,958 |
Accrued expenses and other current liabilities | 102,965 | 124,662 |
Current maturities of long-term loan | 3,000 | 3,000 |
Total current liabilities | 368,222 | 400,561 |
LONG-TERM LIABILITIES | ||
Long-term loan, net of current maturities | 223,049 | 285,402 |
Long-term operating lease liabilities | 57,928 | 61,526 |
Warrants liability | 6,756 | 31,227 |
Other long-term and deferred tax liabilities, net | 39,133 | 51,027 |
Total long-term liabilities | 326,866 | 429,182 |
COMMITMENTS AND CONTINGENCIES (Note 18) | ||
SHAREHOLDERS' EQUITY | ||
Ordinary shares with no par value- Authorized: 700,000,000 as of December 31, 2022 and 2021; 254,133,863 and 234,031,749 shares issued and outstanding as of December 31, 2022 and 2021, respectively. | 0 | 0 |
Additional paid-in capital | 903,789 | 824,016 |
Accumulated other comprehensive loss | (834) | 0 |
Accumulated deficit | (68,420) | (56,445) |
Total shareholders' equity | 834,535 | 767,571 |
Total liabilities and shareholders' equity | $ 1,529,623 | $ 1,597,314 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Trade receivables, allowance for credit losses | $ 6,748 | $ 3,895 |
SHAREHOLDERS' EQUITY | ||
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, shares authorized (in shares) | 700,000,000 | 700,000,000 |
Ordinary shares, shares issued (in shares) | 254,133,863 | 234,031,749 |
Ordinary shares, shares outstanding (in shares) | 254,133,863 | 234,031,749 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF INCOME (LOSS) [Abstract] | |||
Revenues | $ 1,401,150 | $ 1,378,458 | $ 1,188,893 |
Cost of revenues: | |||
Traffic acquisition cost | 831,508 | 859,595 | 806,541 |
Other cost of revenues | 105,389 | 77,792 | 62,855 |
Total cost of revenues | 936,897 | 937,387 | 869,396 |
Gross profit | 464,253 | 441,071 | 319,497 |
Operating expenses: | |||
Research and development | 129,276 | 117,933 | 99,423 |
Sales and marketing | 246,803 | 206,089 | 133,741 |
General and administrative | 101,839 | 130,314 | 60,140 |
Total operating expenses | 477,918 | 454,336 | 293,304 |
Operating income (loss) | (13,665) | (13,265) | 26,193 |
Finance income (expenses), net | 9,213 | 11,293 | (2,753) |
Income (loss) before income taxes | (4,452) | (1,972) | 23,440 |
Income tax expenses | (7,523) | (22,976) | (14,947) |
Net income (loss) | (11,975) | (24,948) | 8,493 |
Basic [Abstract] | |||
Less: Undistributed earnings allocated to participating securities | 0 | (11,944) | (22,932) |
Net loss attributable to Ordinary shares - basic | (11,975) | (36,892) | (14,439) |
Diluted [Abstract] | |||
Less: Undistributed earnings allocated to participating securities | 0 | (11,944) | (22,932) |
Net loss attributable to Ordinary shares - diluted | $ (11,975) | $ (36,892) | $ (14,439) |
Net loss per share attributable to Ordinary shareholders | |||
Net loss per share attributable to Ordinary shareholders, basic (in dollars per share) | $ (0.05) | $ (0.26) | $ (0.36) |
Net loss per share attributable to Ordinary shareholders, diluted (in dollars per share) | $ (0.05) | $ (0.26) | $ (0.36) |
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders | |||
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic (in shares) | 254,284,781 | 142,883,475 | 40,333,870 |
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, diluted (in shares) | 254,284,781 | 142,883,475 | 40,333,870 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract] | |||
Net income (loss) | $ (11,975) | $ (24,948) | $ 8,493 |
Other comprehensive loss, net of tax: | |||
Unrealized losses on available-for-sale marketable securities | (521) | 0 | 0 |
Unrealized losses on derivative instruments, net | (313) | 0 | 0 |
Other comprehensive loss | (834) | 0 | 0 |
Comprehensive income (loss) | $ (12,809) | $ (24,948) | $ 8,493 |
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 Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 170,206 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 121,472,152 | |||||
Beginning balance at Dec. 31, 2019 | $ 0 | $ 47,257 | $ 0 | $ (39,990) | $ 7,267 | |
Beginning 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 | |||||
Other comprehensive loss | 0 | |||||
Net income (loss) | 8,493 | 8,493 | ||||
Ending balance at Dec. 31, 2020 | $ 170,206 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 121,472,152 | |||||
Ending balance at Dec. 31, 2020 | $ 0 | 78,137 | 0 | (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) | ||||
Other comprehensive loss | 0 | |||||
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 | 0 | (56,445) | 767,571 | |
Ending balance (in shares) at Dec. 31, 2021 | 234,031,749 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Share-based compensation expenses | 76,853 | 76,853 | ||||
Exercise of options and vested RSUs | 8,671 | 8,671 | ||||
Exercise of options and vested RSUs (in shares) | 18,875,104 | |||||
Connexity issuance of Holdback | 0 | |||||
Connexity issuance of Holdback (in shares) | 1,227,010 | |||||
Payments of tax withholding for share-based compensation | (5,751) | (5,751) | ||||
Other comprehensive loss | (834) | (834) | ||||
Net income (loss) | (11,975) | (11,975) | ||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||
Ending balance at Dec. 31, 2022 | $ 0 | $ 903,789 | $ (834) | $ (68,420) | $ 834,535 | |
Ending balance (in shares) at Dec. 31, 2022 | 254,133,863 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | |||
Net income (loss) | $ (11,975) | $ (24,948) | $ 8,493 |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization | 91,221 | 53,111 | 33,957 |
Share-based compensation expenses | 74,921 | 127,957 | 28,277 |
Net loss (gain) from financing expenses | 4,476 | (2,320) | (3,318) |
Revaluation of the Warrants liability | (24,471) | (22,656) | 0 |
Amortization of loan and credit facility issuance costs | 2,009 | 402 | 0 |
Amortization of premium and accretion of discount on short-term investments, net | (679) | 0 | 0 |
Accrued interest, net | 0 | 0 | 520 |
Change in operating assets and liabilities: | |||
Increase in trade receivables | (11,242) | (40,113) | (3,294) |
Decrease (increase) in prepaid expenses and other current assets and long-term prepaid expenses | (10,785) | (64,923) | 17,975 |
Increase (decrease) in trade payables | (16,825) | 23,862 | 23,434 |
Increase (decrease) in accrued expenses and other current liabilities and other long-term liabilities | (21,932) | 16,182 | 34,344 |
Decrease in deferred taxes, net | (17,329) | (1,581) | (3,380) |
Change in operating lease right of use assets | 15,528 | 14,529 | 13,758 |
Change in operating lease liabilities | (19,433) | (15,981) | (11,679) |
Net cash provided by operating activities | 53,484 | 63,521 | 139,087 |
Cash flows from investing activities | |||
Purchase of property and equipment, including capitalized internal-use software | (34,914) | (39,070) | (17,774) |
Cash paid in connection with acquisitions, net of cash acquired | (7,981) | (583,457) | (202) |
Proceeds from (investment in) restricted deposits | 91 | 2,067 | (104) |
Proceeds from short-term deposits | 0 | 0 | 28,963 |
Purchase of short-term investments | (126,381) | 0 | 0 |
Proceeds from sales and maturities of short-term investments | 29,624 | 0 | 0 |
Net cash provided by (used in) investing activities | (139,561) | (620,460) | 10,883 |
Cash flows from financing activities | |||
Exercise of options and vested RSUs | 8,387 | 10,018 | 2,603 |
Issuance of Ordinary shares, net of offering costs | 0 | 285,378 | 0 |
Payments of tax withholding for share-based compensation expenses | (5,751) | (6,152) | 0 |
Proceeds from long-term loan, net of debt issuance costs | 0 | 288,750 | 0 |
Repayment of long-term loan | (64,264) | (750) | 0 |
Costs associated with entering into a revolving credit facility | (1,245) | 0 | 0 |
Issuance of Warrants | 0 | 53,883 | 0 |
Net cash provided by (used in) financing activities | (62,873) | 631,127 | 2,603 |
Exchange rate differences on balances of cash and cash equivalents | (4,476) | 2,320 | 3,318 |
Increase (decrease) in cash and cash equivalents | (153,426) | 76,508 | 155,891 |
Cash and cash equivalents - at the beginning of the period | 319,319 | 242,811 | 86,920 |
Cash and cash equivalents - at end of the period | 165,893 | 319,319 | 242,811 |
Supplemental disclosures of cash flow information: | |||
Income taxes | 28,798 | 15,475 | 9,980 |
Interest | 20,712 | 1,125 | 715 |
Non-cash investing and financing activities: | |||
Purchase of property and equipment, including capitalized internal-use software | 1,657 | 1,120 | 1,879 |
Share-based compensation included in capitalized internal-use software | 1,932 | 783 | 0 |
Deferred offering costs incurred during the period included in long-term prepaid expenses | 0 | 0 | 2,096 |
Creation of operating lease right-of-use assets | 17,269 | 4,520 | 14,635 |
Fair value of ordinary shares issued as consideration of the acquisition | $ 0 | $ 157,689 | $ 0 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2022 | |
GENERAL [Abstract] | |
GENERAL | NOTE 1:- GENERAL a. Taboola.com Ltd. (together with its subsidiaries, the “Company” or “Taboola”) was incorporated under the laws of the state of Israel on September 3, 2006. Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed over the 15 years since the Company began operations in 2007. Taboola partners with websites, devices, and mobile apps (collectively referred to as “digital properties”), to recommend editorial content and advertisements on the Open Web. Digital properties use Taboola’s technology platforms to achieve their business goals, such as driving new audiences to their sites and apps or increasing engagement with existing audiences. Taboola also provides monetization opportunities to digital properties by surfacing paid recommendations by advertisers. Taboola is a business-to-business company with no competing consumer interests. Taboola empowers advertisers to leverage its proprietary AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad-formats across digital properties. As part of the Company e-Commerce offerings, it also syndicates its retailer advertisers’ monetized product listings and links (clickable advertisements) into commerce content-oriented consumer experiences on both the Open Web and within the dominant traditional ad platforms. Taboola generates revenues when people (consumers) click on, purchase from or, in some cases, view the ads that appear within its recommendation platform. 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. On June 29, 2021 (the “Transaction Date”) one of Taboola’s subsidiaries merged with and into ION Acquisition Corp. 1 Ltd. (“ION”), with ION continuing as the surviving company and becoming Taboola’s direct, wholly-owned subsidiary, which was accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP (the “Business Combination”). As result of the Business Combination, the Company’s Ordinary Shares, no par value per share (the “Ordinary Shares”) and Public Warrants (as defined in our Annual Report on Form 20-F for the year ended December 31, 2021 filed with the SEC on March 24, 2022), and together with the Private Warrants as defined therein, the “Warrants”) began trading on The Nasdaq Global Market LLC on June 30, 2021, among other things. The Business Combination was consummated under a merger agreement with ION dated January 25, 2021 (the “Merger Agreement”). c. 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 (as defined in Note 7) for resale under the Securities Act of 1933, as amended. d. In November 2022, the Company announced it entered into a 30-year exclusive commercial agreement with Yahoo Inc. (“Yahoo”), under which Taboola will power native advertising across all of Yahoo’s digital properties, expanding the Company’s native advertising offering. In connection with this transaction, and following approval by the Company’s shareholders on December 30, 2022, the articles of association of the Company were amended and restated (the “Articles”) in their entirety to include a Non-Voting Ordinary Share class with an authorized share capital of 46,000,000. In January 2023, subsequent to the balance sheet date, the Company closed the transaction related agreements, including the issuance of 39,525,691 Ordinary Shares and 45,198,702 Non-Voting Ordinary Shares to Yahoo. The Non-Voting Ordinary Shares are not entitled to vote on or receive notices with respect to any matter pursuant to our Articles and are not entitled to vote or to be counted for purposes of determining whether any vote required under the Articles has been approved by the requisite percentage of voting securities or to be counted towards any quorum required pursuant to the Articles. Except with respect to the voting rights and to the rights to receive notice of meetings of the shareholders, the Non-Voting Ordinary Shares will have rights identical to the rights of Ordinary Shares. In connection with the transaction, the Company and Yahoo entered into an Investor Rights Agreement, under which, inter alia, Yahoo is entitled, in certain circumstances, to cause the Company to register the Ordinary Shares issued to Yahoo for resale under the Securities Act of 1933, as amended. The following table provides pro forma information for the issuance of Ordinary Shares and Non-Voting Ordinary Shares under the Yahoo transaction as if the transaction closed on December 31, 2022: December 31, 2022 As reported Pro forma Unaudited Long-term prepaid expenses $ 42,945 $ 303,896 Total assets $ 1,529,623 $ 1,790,574 Total shareholders’ equity $ 834,535 $ 1,095,486 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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 the 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. The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of marketable securities, Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. As of December 31, 2022, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors, such as rising interest rates, inflation and changes in foreign currency exchange rates, continue to evolve. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Functional Currency The Company’s functional currency is the U.S. dollars (“dollars”), as majority of the Company’s revenues and costs of revenues are denominated in dollars. Accordingly, foreign currency assets and liabilities are remeasured into dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred or the average exchange rate in the month in accordance with ASC 830, “Foreign Currency Matters”. Gains or losses from foreign currency exchange rate re-measurement and settlements are included in finance income (expenses), net in the consolidated statements of income (loss). Cash and cash equivalents Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments, money market account and funds, commercial paper and corporate debt securities, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash. 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, short-term investments, trade receivables, trade payables, accrued liabilities and other current liabilities, Warrants liability and derivative financial instruments. Short-term investments, Warrants liability and derivative financial instruments are stated at fair value on a recurring basis. Cash equivalents, restricted deposits, trade receivables, trade payables, accrued liabilities and other current liabilities, are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date. Derivative Financial Instruments The Company enters into foreign currency forward and option contracts with financial institution s to protect itself against the foreign exchange risks, mainly exposure to changes in the exchange rate of the New Israeli Shekel (“NIS”) against the U.S. dollar that are associated with forecasted future cash flows related to salary expenses, for up to twelve months, The Company does not enter into derivative transactions for trading or speculative purposes. In accordance with ASC 815 “Derivatives and Hedging”, the Company recognizes all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on their intended use and their designation. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedge, changes in the fair value of these derivatives are recorded in accumulated other comprehensive income (loss) as a component of shareholders’ equity in the consolidated balance sheets until the forecasted transaction occurs. Upon occurrence, the Company reclassifies the related gains or losses on the derivative to the same financial statement line item in the consolidated statements of income (loss) to which the derivative relates. In case the Company discontinues cash flow hedges, it records the related amount in finance income (expenses), net, on the consolidated statements of income (loss). The Company accounts for its derivative financial instruments as either prepaid expenses and other current assets or accrued expenses and other current liabilities in the consolidated balance sheets at their fair value. Short-term investments The Company’s short-term investments consist of marketable securities. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including those with maturities beyond 12 months, as current assets in the consolidated balance sheets. The Company carries these securities at fair value and records unrealized gains and losses, net of taxes, in accumulated other comprehensive income (loss) as a component of shareholders’ equity, except for changes in allowance for expected credit losses, which are recorded in finance income (expenses), net. The Company periodically evaluates its available-for-sale debt securities for impairment. If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in finance income (expenses), net, in the consolidated statements of income (loss). If neither of these criteria are met, the Company determines whether credit loss exists. Credit loss is estimated by considering changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. Realized gains and losses on available-for-sale marketable securities are included in the consolidated statements of income (loss). 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 deposits, short-term investments, trade receivables, and derivative instruments. 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, 2022, the Company has not experienced credit losses related to these balances. As of December 31, 2022 and 2021, the Company maintained balances of approximately $32,764 and $162,301, respectively, with U.S. banks in excess of the amounts insured by the FDIC and $41,834 and $35,814, respectively, with United Kingdom banks in excess of the amounts insured by the FSCS. (See Note 21). The Company’s short-term investments are investments in marketable securities with high credit ratings as required by the Company’s investment policy and are not insured or guaranteed. 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, 2022 and 2021, 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. The Company’s derivatives expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risk by limiting its counterparties to major financial institutions and by spreading the risk across a number of major financial institutions. 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 accounts for its leases under ASU 2016-02, “Leases”. The Company determines if an arrangement is or contains a lease at inception. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components and currently does not have any finance leases. 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 lease commencement date 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. 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 The Company records acquisitions based on the fair value of the consideration transferred and then allocates the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the value of consideration transferred over the aggregate fair value of those net assets is 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. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, 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. 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 statements of income (loss). Intangible Assets Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations. 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. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances require a revision to the remaining period of amortization. The estimated useful lives of the Company’s intangible assets are as follows: Years Marchant/Network affiliate relationships 4.5 Publisher relationships 4 Tradenames 2 - 3 Technology 4 - 5 Customer relationships 5 - 9 Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment in accordance with ASC 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, 2022, 2021 and 2020. 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 December 31, 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 The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Company’s CEO, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. Revenue Recognition Under ASC 606, “Revenues from Contracts with Customers”, 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 (collectively, “Advertisers”). Advertisers pay Taboola for those clicks, purchases or impressions and Taboola generally shares 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 bills the customers and recognizes 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 bills the customers and recognizes revenues 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 arrangements it acts as principal 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 and controls what recommendations to place; (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 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 Tr The second model includes guarantees. Other cost of revenue . 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 Business Combination) 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 Business Combination, 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 as of December 31, 2022 and 2021, were as follows: Input December 31, 2022 2021 Risk-free interest rate 4.08% - 4.18 % 1.07% - 1.18 % Expected term (years) 2.75 - 3.50 3.75 - 4.50 Expected volatility 67.5% - 69.3 % 66.1% - 68.6 % Exercise price $ 11.50 $ 11.50 Underlying stock price $ 3.08 $ 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 Private Warrants. ● The expected term was based on the maturity of the Private Warrants of five years following June 29, 2021, the Business Combination date, 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 share volatility assumption was based on the implied volatility from a set of comparable publicly-traded companies 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 implements 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 of 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, 2022 2021 2020 Volatility 66.0% - 66.9% 51.5% - 65.6% 50.0% - 54.0% Risk-free interest rate 1.86% - 3.78% 0.61% - 1.36% 0.38% - 0.67% Dividend yield 0% 0% 0% Expected term (in years) 5.49 - 6.1 5 - 6.86 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 the Company’s 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 yields of the 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 resul |
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Cash $ 142,127 $ 137,050 Money market accounts and funds 22,583 125,064 Time deposits 1,183 57,205 Total Cash and cash equivalents $ 165,893 $ 319,319 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
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 years ended December 31, 2022 and 2021. The following table sets forth the Company’s assets and liabilities that were measured at fair value as of December 31, 2022 and 2021, by level within the fair value hierarchy: Fair value measurements as of Description Fair Value Hierarchy December 31, 2022 December 31, 2021 Assets: Cash equivalents: Money market accounts and funds Level 1 $ 22,583 $ 125,064 Short-term investments: U.S. government treasuries Level 2 $ 46,222 $ — Corporate debt securities Level 2 $ 21,636 $ — U.S. agency bonds Level 2 $ 20,491 $ — Commercial paper Level 2 $ 8,565 $ — Liabilities: Warrants liability: Public Warrants Level 1 $ (2,856 ) $ (8,963 ) Private Warrants Level 3 $ (3,900 ) $ (22,264 ) Derivative instruments liability: Derivative instruments designated as cash flow hedging instruments Level 2 $ (313 ) $ — The Company classifies its money market accounts and funds as Level 1 based on quoted market prices in active markets. The Company classifies its short-term investments and derivative financial instruments within Level 2 as they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. The Company measures the fair value for Warrants by using a quoted price for the Public Warrants, which are classified as Level 1, and a Black-Scholes simulation model for the Private Warrants, which are classified as Level 3, due to the use of unobservable inputs. The following table presents the changes in the fair value of Warrants liability: Input Private Warrants Public Warrants Total Warrants Fair value as of December 31, 2021 $ 22,264 $ 8,963 $ 31,227 Change in fair value (18,364 ) (6,107 ) (24,471 ) Fair value as of December 31, 2022 $ 3,900 $ 2,856 $ 6,756 |
SHORT-TERM INVESTMENTS
SHORT-TERM INVESTMENTS | 12 Months Ended |
Dec. 31, 2022 | |
SHORT-TERM INVESTMENTS [Abstract] | |
SHORT-TERM INVESTMENTS | NOTE 5:- SHORT-TERM INVESTMENTS The following is a summary of available-for-sale marketable securities: December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasuries $ 46,452 $ — $ (230 ) $ 46,222 Corporate debt securities 21,762 — (126 ) 21,636 U.S. agency bonds 20,622 — (131 ) 20,491 Commercial paper 8,599 — (34 ) 8,565 Total $ 97,435 $ — $ (521 ) $ 96,914 As of December 31, 2021 the Company did not have any available-for-sale marketable securities. For the year ended December 31, 2022, the unrealized losses related to marketable securities (which were accumulated in a period of less than 12 months) were as a result of market fluctuations and not due to credit related losses, therefore, the Company did not record an allowance for credit losses for its available-for-sale marketable securities. As of December 31, 2022, all of the Company’s available-for-sale marketable securities were due within one year. As of December 31, 2022, the notional amounts of the Company’s derivative instruments designated as cash flow hedging instruments outstanding in U.S. dollars, which are translated and calculated based on forward rates, amounted to $38,669. |
DERIVATIVE INSTRUMENTS AND HEDG
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract] | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES | NOTE 6 :- DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company records all cash flow hedging instruments on the consolidated balance sheets at fair value. The fair value of cash flow hedging instruments recorded as liabilities as of December 31, 2022, was $313, which were recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The changes related to cash flow hedging instruments, recorded in the consolidated statements of income (loss), for the year ended December 31, 2022, were as follows: Year ended December 31, 2022 Cost of revenues $ 450 Research and development 3,244 Sales and marketing 620 General and administrative 538 Total losses recognized in the consolidated statements of income (loss), net $ 4,852 Effect of Foreign Currency Contracts on Accumulated Other Comprehensive Loss Net unrealized losses of foreign currency contracts designated as cash flow hedging instruments are recorded in accumulated other comprehensive losses. The changes in unrealized losses on the Company’s derivative instruments recorded in accumulated other comprehensive loss were as follows: Year ended December 31, 2022 Unrealized losses on derivative instruments as of December 31, 2021 $ — Changes in fair value of derivative instruments (5,165 ) Reclassification of losses recognized in the consolidated statements of income (loss) from accumulated other comprehensive loss 4,852 Unrealized losses on derivative instruments as of December 31, 2022 $ (313 ) A ll net deferred losses in accumulated other comprehensive loss as of December 31, 2022, are expected to be recognized over the next twelve months as operating expenses in the same financial statement line item in the consolidated statements of income (loss) to which the derivative relates For the years ended December 31, 2021 and 2020 the Company did not have any derivative instruments or hedging activities. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATION [Abstract] | |
BUSINESS COMBINATION | NOTE 7 :- BUSINESS COMBINATION Connexity On September 1, 2021, the Company completed the acquisition of Shop Holding Corporation (“Connexity”) (the “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 an office in Karlsruhe, Germany. In accordance with the acquisition method of accounting, the total purchase price for the Connexity Acquisition was $753,217, comprised of $593,894 in cash and $157,689 based on the fair value of 17,328,049 shares of the Company’s Ord inary Shares on the closing date and additional subsequent payment of During the year ended December 31, 2022, the Company performed final settlement of net working capital transactions that resulted in a net decrease of $374 in Goodwill. The Company incurred acquisition-related transaction costs of $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 Company also committed to issue 3,681,030 of the Company’s Ordinary Shares to certain Connexity employees, 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, pursuant to the purchase agreement, the Company issued approximately $40,000 of RSUs to Connexity employees in accordance with the terms of the Company’s equity plan. These RSUs are expected to vest and be expensed over a 4-5 year service period. On September 1, 2022, pursuant to Connexity three years holdback agreement with certain Connexity employees, the Company issued 1,227,010 Ordinary Shares. Subsequent to the balance sheet date, on March 1, 2023, the Company issued additional 581,400 Ordinary shares. The following table summarizes the final fair value of assets acquired and liabilities assumed: September 1, 2021 Cash and cash equivalents $ 10,437 Other current assets 50,785 Intangible assets 270,025 Goodwill 530,800 Other noncurrent assets 8,432 Total assets acquired 870,479 Current liabilities 66,769 Deferred tax liability, net 50,493 Total liabilities assumed 117,262 Total purchase consideration $ 753,217 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 presents components of the identified intangible assets acquired and their estimated useful lives as of date of acquisition: Fair value Useful life (In years) Merchant/ Network affiliate relationships (1) $ 146,547 4.5 Technology (1) 56,548 5.0 Publisher relationships (2) 42,933 4.0 Tradenames (2) 23,997 3.0 Total Intangible assets acquired $ 270,025 ___________________________________________ (1) Fair value was determined by using the income approach. (2) Fair value was 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 ) Gravity R&D Zrt. In July 2022, the Company completed the acquisition of Gravity R&D Zrt. (“Gravity R&D”) a privately-held company based in Budapest, Hungary, which provides personalization recommendation services for a total consideration of $6,982, net of cash acquired. As part of a preliminary purchase price allocation , $1,790 was attributed to identified intangible assets, $5,863 to goodwill Total acquisition-related transaction costs of $742 were incurred in relation to the acquisition, which were recognized as an expense and included in general and administrative expenses in the consolidated statements of income (loss The results of Gravity R&D operations were consolidated in the Company’s consolidated financial statements commencing on the date of the acquisition and were immaterial to the Company’s results of operations for the year ended December 31, 2022. Pro forma information has not been provided, since the impact of Gravity R&D’s financial results were immaterial to the revenue and net income (loss) of the Company. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 8 :- PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, 2022 2021 Prepaid expenses $ 51,110 $ 33,684 Government institutions 15,277 14,409 Other current asset 7,256 15,301 $ 73,643 $ 63,394 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 9 :- PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: December 31, 2022 2021 Computer and equipment and software $ 180,064 $ 159,407 Internal-use software 48,433 34,781 Leasehold improvements 19,211 17,803 Office furniture and equipment 5,155 4,563 Property and equipment, gross 252,863 216,554 Less accumulated depreciation (179,844 ) (153,295 ) Property and equipment, net $ 73,019 $ 63,259 The Company capitalized internal-use software costs of $14,954 and $13,522 for the years ended December 31, 2022 and 2021, 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 $5,422, $1,923 and $1,486 for the years ended December 31, 2022, 2021 and 2020, respectively. Total depreciation expenses (including amortization of internal-use software) for the years ended December 31, 2022, 2021 and 2020, were $27,664, $30,104 and $31,397, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company wrote off fully depreciated property and equipment, which were no longer in use, with a cost basis of $2,393, $0 and $6,798, respectively. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS, NET [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | NOTE 10 :- 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, 2020 $ 19,206 Additions from acquisition (1) 531,174 Balance as of December 31, 2021 550,380 Purchase accounting adjustment (1) (374 ) Additions from acquisition (2) 5,863 Balance as of December 31, 2022 $ 555,869 __________________________________________ (1) Related to the Connexity acquisition. (2) Related to the Gravity R&D acquisition. Intangible Assets, Net Definite-lived intangible assets, net consist of the following: December 31, 2022 Gross Fair Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (In years) Merchant/Network affiliate relationships $ 146,547 $ (43,421 ) $ 103,126 3.17 Technology 74,193 (32,042 ) 42,151 3.66 Publisher relationships 42,933 (14,311 ) 28,622 2.67 Tradenames 24,097 (10,689 ) 13,408 1.67 Customer relationship 13,156 (11,307 ) 1,849 2.66 Total $ 300,926 $ (111,770 ) $ 189,156 December 31, 2021 Gross Fair Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (In years) 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 relationship 12,256 (10,367 ) 1,889 2.08 Total $ 299,136 $ (48,213 ) $ 250,923 Amortization expenses for intangible assets were $63,557, $23,007 and $2,560 for the years ended December 31, 2022, 2021 and 2020, respectively. The estimated future amortization expense of definite-lived intangible assets as of December 31, 2022, is as follows: Year Ending December 31, 2023 $ 63,890 2024 60,519 2025 51,409 2026 13,246 2027 92 Total $ 189,156 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 11:- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, 2022 2021 Employees and related benefits $ 27,559 $ 42,002 Advances from customers 23,797 24,310 Government authorities 22,177 27,174 Accrued expenses 12,862 12,599 Accrued vacation pay 11,761 13,404 Derivative instruments 313 — Other 4,496 5,173 $ 102,965 $ 124,662 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES [Abstract] | |
LEASES | NOTE 12:- LEASES The main operating lease expenses include leases of office locations, data centers, and vehicles. The lease terms of the Company’s operating leases generally range from 2 years to 11 years, with various expiration dates through 2033. The following table presents supplemental information related to the operating leases: December 31, 2022 2021 Weighted average remaining operating lease term in years 5.4 5.5 Weighted average discount rate of operating leases 4.36 % 3.73 % The Company lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense related to leases for the years ended December 31, 2022, 2021 and 2020 were as follows: Year ended December 31, 2022 2021 2020 Components of lease expense: Operating lease cost $ 18,218 $ 17,102 $ 16,594 Short-term lease cost 1,735 583 628 Sublease income (447 ) — — Maturities of lease liabilities as of December 31, 2022, were as follows: Amount Year Ending December 31, 2023 $ 16,645 2024 16,143 2025 14,175 2026 13,019 2027 9,631 Thereafter 13,692 Total undiscounted lease payments $ 83,305 Less interest (10,624 ) Present value of lease liabilities $ 72,681 |
FINANCING ARRANGEMENTS
FINANCING ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
FINANCING ARRANGEMENTS [Abstract] | |
FINANCING ARRANGEMENTS | NOTE 13 :- FINANCING ARRANGEMENTS Long-term loan Concurrently with the closing of the Connexity Acquisition, on September 1, 2021, the Company entered into a $300,000 senior secured term loan credit agreement (the “Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary (the “Borrower”), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Credit Agreement provides for borrowings in an aggregate principal amount of up to $300,000 (the “Facility”). The Facility was fully drawn at closing, net of issuance expenses of $11,250, and the proceeds were used by the Company to finance a portion of the Connexity Acquisition. The Facility is subject to customary borrowing conditions and bears interest at a variable annual rate based on LIBOR or Base Rate plus a fixed margin. The Facility will mature on the seven The Facility is mandatorily prepayable with a portion of the net cash proceeds of certain dispositions of assets, a portion of Taboola’s excess cash flow and the proceeds of incurrences of indebtedness not permitted under the Credit Agreement. The Credit Agreement also contains customary representations, covenants and events of default. Failure to meet the covenants beyond applicable grace periods could result in acceleration of outstanding borrowings and/or termination of the Facility. As of December 31, 2022, the Company was in compliance with the Facility covenants. In December 2022, The Company repurchased and retired $61,265 in principal amount of outstanding debt under the Credit Agreement. As of December 31, 2022, the total future principal payments related to Facility loan are as follows: Amount Year Ending December 31, 2023 $ 3,000 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 219,985 Total $ 234,985 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. The total interest expenses, including issuance costs amortization, recognized in connection with the long-term loan were $18,675 and $4,977 for the years ended December 31, 2022 and 2021, respectively. The long-term loan interest and issuance costs amortization, included as interest expenses, are recognized through the remaining term of the Credit agreement using the effective interest rate. Revolving Credit Agreement On August 9, 2022, the Company amended its Credit Agreement to provide for a five-year senior secured revolving credit facility (the “Revolving Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary (the “Borrower”), and the lenders party thereto, with Citibank N.A., as lead arranger and JPMorgan Chase Bank, N.A., as administrative agent. The Revolving Credit Agreement provides for revolving loans in an aggregate committed principal amount of up to $90,000 (the “Revolving Loans”). Certain representations, events of default and covenants of the Revolving Credit Agreement are substantially the same as those in the Credit Agreement. However, the Revolving Credit Agreement contains a financial covenant requiring the Company to maintain a Total Net Leverage Ratio (as defined in the Credit Agreement) as at the last day of each fiscal quarter. Borrowings under the Revolving Credit Agreement are subject to customary conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The lenders under the Credit Agreement and the lenders under the Revolving Credit Agreement are secured by the same collateral, including substantially all the assets of the Borrower and the Guarantors (as defined in the Credit Agreement) including shares of subsidiaries, subject to certain exceptions in the governing documents. The proceeds of any Revolving Loans may be used for the working capital, capital expenditures and other general corporate purposes of Taboola and its subsidiaries and may also be used for Restricted Payments, Investments (including permitted acquisitions) and Restricted Debt Payments (each, as defined in the Credit Agreement) to the extent permitted under the Credit Agreement. As of December 31, 2022, the Company was in compliance with the financial covenants and had no outstanding borrowings under the Revolving Credit Agreement. As of December 31, 2022, deferred financing costs associated with entering into the Revolving Credit Agreement in the total amount of $1,147, were included in short-term and long-term prepaid expenses in the Company’s consolidated balance sheet. The deferred financing costs are amortized on a straight-line basis over the term of the Revolving Credit Agreement. For the year ended December 31, 2022, deferred financing costs amortization amounted to $98. |
RESTRUCTURING
RESTRUCTURING | 12 Months Ended |
Dec. 31, 2022 | |
RESTRUCTURING [Abstract] | |
RESTRUCTURING | NOTE 14:- RESTRUCTURING In September 2022, the Company announced and implemented a cost restructuring program impacting approximately 6% of the Company’s global headcount. This strategic reduction was intended to manage the Company’s operating expenses in response to market conditions and ongoing business prioritization efforts. The restructuring expenses recognized in the consolidated statements of income (loss) for the year ended December 31, 2022, primarily consisting of one-time incremental employee termination benefits and other costs related to Company’s business prioritization, were as follows: Year ended December 31, 2022 Cost of revenues $ 99 Research and development 1,815 Sales and marketing 1,176 General and administrative 293 Total restructuring expenses recognized in the consolidated statements of income (loss) $ 3,383 As of December 31, 2022, $88 related to restructuring expenses were included in “Accrued expenses and other current liabilities” in the consolidated balance sheet. As of December 31, 2022, the Company does not expect to incur additional costs related to this cost restructuring program. |
SHAREHOLDERS' EQUITY AND SHARE
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | NOTE 15 :- SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS Share capital Holders of Ordinary Shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary Share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary Share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary Shares in proportion to their shareholdings. On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-Voting Ordinary Share class with an authorized share capital of 46,000,000. In January 2023, subsequent to the balance sheet date, the Company issued 45,198,702 Non-Voting Ordinary Shares to Yahoo. The Non-Voting Ordinary Shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in our Articles, the Non-Voting Ordinary Shares will have rights identical to the rights of Ordinary Shares as described above. For additional details, see Note 1d. 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 share units (“RSUs”) and restricted shares As of December 31, 2022, the maximum number of the Company’s Ordinary Shares available for issuance under the 2021 Plan is equal to the sum of (i) 31,932,902 Ordinary Shares, (ii) any shares subject to awards under the Legacy Plans which have expired, or were canceled, terminated, forfeited or settled in cash in lieu of issuance of shares or become unexercisable without having been exercised, and (iii) an annual increase on the first day of each year beginning in 2022 and on January 1, of each calendar year thereafter during the term of the 2021 Plan, equal to the lesser of (A) 5% of the outstanding shares on the last day of the immediately preceding calendar year and (B) such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year. As of December 31, 2022, 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’s ordinary shares , (ii) 2% of the total number of shares of the Ordinary Shares outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year and (iii such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year. As of December 31, 2022, the ESPP has not been activated and no Ordinary Shares had been issued under the ESPP, therefore in the last two years the Company’s board of directors decided to disable the automatic enlargement feature included in the ESPP, as described above. b. On November 23, 2022, the Company received the approval of the Israeli court for its motion to extend, to May 16, 2023, its former motion to allow the Company to utilize the net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases (the “Program”) of up to $50,000. The Company’s board of directors will have the authority to determine the amount to be utilized for the Program. The Company intends to continue filing extension requests for the court approval on an ongoing basis, as required. For the years ended December 31, 2022 and 2021, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $5,751 and $6,152, respectively, which were recorded as a reduction of additional paid-in capital. c. The following is a summary of share option activity and related information for the year ended December 31, 2022 (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 December 31, 2021 47,532,923 $ 2.64 5.73 $ 247,734 Granted 30,000 5.21 Exercised (9,910,023 ) 0.86 Forfeited (2,164,721 ) 3.76 Balance as of December 31, 2022 35,488,179 $ 3.08 6.72 $ 40,516 Exercisable as of December 31, 2022 27,482,836 $ 2.19 6.28 $ 36,313 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 ended December 31, 2022, 2021 and 2020, was $3.07, $9.32 and $5.61, respectively. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, was $26,473, $49,224 and $20,649, respectively. As of December 31, 2022, unrecognized share-based compensation cost related to unvested share options was $25,936, which is expected to be recognized over a weighted-average period of 2.59 years. d. The following is a summary of the RSU activity and related information for the year ended December 31, 2022: Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of December 31, 2021 21,613,189 $ 8.16 Granted 14,892,788 5.47 Vested (*) (8,965,081 ) 6.78 Forfeited (4,019,887 ) 6.68 Balance as of December 31, 2022 23,521,009 $ 6.60 ____________________________________________ (*) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2022, a total of RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,916,764 Ordinary Shares. The total release date fair value of RSUs was $30,513, for the year ended December 31, 2022. The weighted-average grant date fair value of RSUs granted during the years ended December 31 2022, 2021 and 2020, was $5.47, $9.53, and $5.94, respectively. As of December 31, 2022, unrecognized share-based compensation cost related to unvested RSUs was $105,551, which is expected to be recognized over a weighted-average period of 3.2 years. The total share-based compensation expense related to all of the Company’s share-based awards recognized for the years ended December 31, 2022, 2021 and 2020, were comprised as follows: Year ended December 31, 2022 2021 2020 Cost of revenues $ 3,092 $ 1,891 $ 788 Research and development 26,433 29,022 16,491 Sales and marketing 22,615 44,834 6,930 General and administrative 22,781 52,210 4,068 Total share-based compensation expense $ 74,921 $ 127,957 $ 28,277 e. 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. 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 canceled 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, 2022 | |
EMPLOYEES CONTRIBUTION PLAN [Abstract] | |
EMPLOYEES CONTRIBUTION PLAN | NOTE 16:- 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, 2022, 2021 and 2020, the Company recorded $6,638, $5,709 and $4,744, 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, 2022, 2021 and 2020, the Company recorded $1,766, $1,169 and $1,143, respectively, of expenses related to the 401(k) plan. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 17:- 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 Encouragement of Industry 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, 2022, 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 Privileged 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 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 with average annual gross receipts 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 2022. d. The components of the income (loss) before taxes were as follows: Year ended December 31, 2022 2021 2020 Israel $ (24,819 ) $ (42,414 ) $ 12,450 Foreign 20,367 40,442 10,990 Total $ (4,452 ) $ (1,972 ) $ 23,440 e. Taxes on income (tax benefit) are comprised as follows: Year ended December 31, 2022 2021 2020 Current: Israel $ 15 $ 4,685 $ 338 Foreign 23,332 18,944 16,327 Total current income tax expense 23,347 23,629 16,665 Deferred: Israel 1,388 973 1,678 Foreign (17,212 ) (1,626 ) (3,396 ) Total deferred income tax benefit (15,824 ) (653 ) (1,718 ) Total income taxes $ 7,523 $ 22,976 $ 14,947 A reconciliation of the Company’s theoretical income tax expense to actual income tax expense is as follows: Year ended December 31, 2022 2021 2020 Income (loss) before taxes on income, as reported in the consolidated statements of income (loss) $ (4,452 ) $ (1,972 ) $ 23,440 Statutory tax rate in Israel 23 % 23 % 23 % Preferred Technology Enterprise (61 %) (244 %) (15 %) Permanent difference - nondeductible expenses 86 % (557 %) 14 % Change in valuation allowance (109 %) (138 %) (11 %) BEAT — — 44 % Income taxes at a rate other than the Israel statutory tax rate (164 %) (12 %) — Release of tax-exempt profits under preferred enterprise tax regime — (221 %) — Prior year taxes 35 % 36 % (2 %) Other 21 % (52 %) 11 % Effective tax rate (169 %) (1,165 %) 64 % 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, 2022, and 2021 the deferred tax assets and liabilities presented in the balance sheet are comprised as follow: December 31, 2022 2021 Deferred tax assets $ 3,821 $ 1,876 Deferred tax liabilities $ (34,133 ) $ (51,027 ) As of December 31, 2022, and 2021 the Company’s deferred taxes were in respect of the following: December 31, 2022 2021 Operating lease liabilities $ 14,751 $ 14,498 Research and development 9,151 6,362 Share-based compensation expenses 8,095 6,076 Tax credit carry forward 4,356 2,943 Reserves and allowances 3,888 3,025 Carry forward tax losses 2,770 1,701 Issuance and transaction expenses 2,111 1,922 Intangible assets 1,963 1,830 Others 842 740 Deferred tax assets before valuation allowance 47,927 39,097 Valuation allowance (16,376 ) (11,389 ) Deferred tax assets 31,551 27,708 Intangible assets (46,095 ) (58,855 ) Operating lease right of use assets (13,530 ) (12,975 ) Property and equipment, net (2,023 ) (3,248 ) Other (215 ) (1,781 ) Deferred tax liabilities (61,863 ) (76,859 ) Deferred tax assets (liabilities), net $ (30,312 ) $ (49,151 ) 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, 2022 and 2021, due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. As of December 31, 2022, the Company has an accumulated tax loss carry-forward of approximately $17,981 in Israel and $1,695 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, 2022, $135,747 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 $13,297. 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, 2022 2021 Unrecognized tax position, beginning of year $ 3,084 $ 2,370 Increase due to acquisition — 307 Decrease related to prior years’ tax positions (387 ) (280 ) Increase related to current year tax positions 1,070 1,203 Decrease due to lapses of statutes of limitations (230 ) (516 ) Unrecognized tax position, end of year $ 3,537 $ 3,084 As of December 31, 2022, the total amount of gross uncertain tax benefits was $3,537, out of which an amount of $3,456 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, 2022 and 2021, unrecognized tax benefit in the amount of $81 and $449 was presented net from deferred tax assets. Tax assessments: The Company has final tax assessments in Israel through 2017, in the UK through 2016, and in the US through 2018. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18:- COMMITMENTS AND CONTINGENCIES Commercial Commitments In the ordinary course of the business, the Company enters into agreements with certain digital properties, under which, in some cases it agrees to pay them a guaranteed amount, generally per thousand page views on a monthly basis. These agreements could cause a gross loss on digital property accounts in which the guarantee is higher than the actual revenue generated. These contracts generally range in duration from 2 to 5 years, though some can be shorter or longer. Non-cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties to purchase primarily software and IT related-based services. As of December 31, 2022, the Company had outstanding non-cancelable purchase obligations in the amount of $22,189. Legal Proceedings a. In April 2021, the Company became aware that the Antitrust Division of the U.S. Department of Justice is conducting a criminal investigation of hiring activities in the Company’s industry, including the Company. The Company 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. b. In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company investigates these claims as they arise and 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 in the aggregate, have a material adverse effect on its business, financial position, results of operations, or cash flows. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
GEOGRAPHIC INFORMATION [Abstract] | |
GEOGRAPHIC INFORMATION | NOTE 19:- GEOGRAPHIC INFORMATION The following table represents total revenue by geographic area based on the Advertisers’ billing address: Year ended December 31, 2022 2021 2020 Israel $ 235,881 $ 190,615 $ 176,014 United States 510,491 535,349 511,982 United Kingdom 71,991 69,858 50,996 Germany 121,285 147,808 103,154 Rest of the world 461,502 434,828 346,747 Total $ 1,401,150 $ 1,378,458 $ 1,188,893 The following table represents the Company’s long-lived assets, net by geographic area: Year ended December 31, 2022 2021 Israel $ 73,931 $ 69,447 United States 46,277 41,549 United Kingdom 11,836 11,706 Rest of the world 7,821 5,662 Total $ 139,865 $ 128,364 (*) Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets |
NET LOSS PER SHARE ATTRIBUTABLE
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract] | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS | NOTE 20:- NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS The potential number of Ordinary Shares that were excluded from the computation of diluted net loss per share attributable to Ordinary shareholders for the periods presented because including them would have been anti-dilutive is as follows: Year ended December 31, 2022 2021 2020 Convertible preferred shares — — 121,472,152 RSUs 18,063,802 12,927,049 12,755,167 Outstanding share options 30,284,408 43,149,797 44,468,446 Warrants 12,349,990 12,349,990 — Issuable Ordinary Shares related to business combination under holdback arrangement 2,380,736 — — Total 63,078,936 68,426,836 178,695,765 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENT [Abstract] | |
SUBSEQUENT EVENT | NOTE 21:- SUBSEQUENT EVENT On March 10, 2023, the Federal Deposit Insurance Corporation (the “FDIC”) took control of Silicon Valley Bank (“SVB”) and created the National Bank of Santa Clara to hold the deposits of SVB after SVB was unable to continue their operations. SVB’s deposits are insured by the FDIC in amount up to $250 for any depositor and any deposit in excess of this insured amount could be lost. As of March 10, 2023, we had approximately $22,600 on deposit with SVB. The Company does not have any other material relationships with SVB. The Company continues to monitor the circumstances surrounding SVB. The Company does not anticipate a material impact on its financial condition or operations. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 the 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. The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of marketable securities, Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. As of December 31, 2022, the impacts to the Company’s business due to geopolitical developments and macroeconomic factors, such as rising interest rates, inflation and changes in foreign currency exchange rates, continue to evolve. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Functional Currency | Functional Currency The Company’s functional currency is the U.S. dollars (“dollars”), as majority of the Company’s revenues and costs of revenues are denominated in dollars. Accordingly, foreign currency assets and liabilities are remeasured into dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred or the average exchange rate in the month in accordance with ASC 830, “Foreign Currency Matters”. Gains or losses from foreign currency exchange rate re-measurement and settlements are included in finance income (expenses), net in the consolidated statements of income (loss). |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments, money market account and funds, commercial paper and corporate debt securities, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash. |
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, short-term investments, trade receivables, trade payables, accrued liabilities and other current liabilities, Warrants liability and derivative financial instruments. Short-term investments, Warrants liability and derivative financial instruments are stated at fair value on a recurring basis. Cash equivalents, restricted deposits, trade receivables, trade payables, accrued liabilities and other current liabilities, are stated at their carrying value, which approximates their fair value due to the short time to the expected receipt or payment date. |
Derivative Financial Instruments | Derivative Financial Instruments The Company enters into foreign currency forward and option contracts with financial institution s to protect itself against the foreign exchange risks, mainly exposure to changes in the exchange rate of the New Israeli Shekel (“NIS”) against the U.S. dollar that are associated with forecasted future cash flows related to salary expenses, for up to twelve months, The Company does not enter into derivative transactions for trading or speculative purposes. In accordance with ASC 815 “Derivatives and Hedging”, the Company recognizes all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on their intended use and their designation. For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedge, changes in the fair value of these derivatives are recorded in accumulated other comprehensive income (loss) as a component of shareholders’ equity in the consolidated balance sheets until the forecasted transaction occurs. Upon occurrence, the Company reclassifies the related gains or losses on the derivative to the same financial statement line item in the consolidated statements of income (loss) to which the derivative relates. In case the Company discontinues cash flow hedges, it records the related amount in finance income (expenses), net, on the consolidated statements of income (loss). The Company accounts for its derivative financial instruments as either prepaid expenses and other current assets or accrued expenses and other current liabilities in the consolidated balance sheets at their fair value. |
Short-term investments | Short-term investments The Company’s short-term investments consist of marketable securities. The Company classifies its marketable securities as available-for-sale at the time of purchase and reevaluates such classification at each balance sheet date. The Company may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, the Company classifies its marketable securities, including those with maturities beyond 12 months, as current assets in the consolidated balance sheets. The Company carries these securities at fair value and records unrealized gains and losses, net of taxes, in accumulated other comprehensive income (loss) as a component of shareholders’ equity, except for changes in allowance for expected credit losses, which are recorded in finance income (expenses), net. The Company periodically evaluates its available-for-sale debt securities for impairment. If the amortized cost of an individual security exceeds its fair value, the Company considers its intent to sell the security or whether it is more likely than not that it will be required to sell the security before recovery of its amortized basis. If either of these criteria are met, the Company writes down the security to its fair value and records the impairment charge in finance income (expenses), net, in the consolidated statements of income (loss). If neither of these criteria are met, the Company determines whether credit loss exists. Credit loss is estimated by considering changes to the rating of the security by a rating agency, any adverse conditions specifically related to the security, as well as other factors. Realized gains and losses on available-for-sale marketable securities are included in the consolidated statements of income (loss). |
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 deposits, short-term investments, trade receivables, and derivative instruments. 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, 2022, the Company has not experienced credit losses related to these balances. As of December 31, 2022 and 2021, the Company maintained balances of approximately $32,764 and $162,301, respectively, with U.S. banks in excess of the amounts insured by the FDIC and $41,834 and $35,814, respectively, with United Kingdom banks in excess of the amounts insured by the FSCS. (See Note 21). The Company’s short-term investments are investments in marketable securities with high credit ratings as required by the Company’s investment policy and are not insured or guaranteed. 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, 2022 and 2021, 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. The Company’s derivatives expose it to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risk by limiting its counterparties to major financial institutions and by spreading the risk across a number of major financial institutions. |
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 accounts for its leases under ASU 2016-02, “Leases”. The Company determines if an arrangement is or contains a lease at inception. The Company has elected not to recognize short-term leases on the balance sheet, nor separate lease and non-lease components and currently does not have any finance leases. 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 lease commencement date 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. 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 The Company records acquisitions based on the fair value of the consideration transferred and then allocates the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the acquisition date. The excess of the value of consideration transferred over the aggregate fair value of those net assets is 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. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, 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. 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 statements of income (loss). |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets that the Company has acquired from previous business combinations. 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. Each period the Company evaluates the estimated remaining useful lives of its intangible assets and whether events or changes in circumstances require a revision to the remaining period of amortization. The estimated useful lives of the Company’s intangible assets are as follows: Years Marchant/Network affiliate relationships 4.5 Publisher relationships 4 Tradenames 2 - 3 Technology 4 - 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 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, 2022, 2021 and 2020. |
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 December 31, 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 The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Company’s CEO, in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker allocates resources and assesses performance based upon discrete financial information at the consolidated level. |
Revenue Recognition | Revenue Recognition Under ASC 606, “Revenues from Contracts with Customers”, 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 (collectively, “Advertisers”). Advertisers pay Taboola for those clicks, purchases or impressions and Taboola generally shares 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 bills the customers and recognizes 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 bills the customers and recognizes revenues 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 arrangements it acts as principal 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 and controls what recommendations to place; (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 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 Tr The second model includes guarantees. Other cost of revenue . |
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 Business Combination) 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 Business Combination, 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 as of December 31, 2022 and 2021, were as follows: Input December 31, 2022 2021 Risk-free interest rate 4.08% - 4.18 % 1.07% - 1.18 % Expected term (years) 2.75 - 3.50 3.75 - 4.50 Expected volatility 67.5% - 69.3 % 66.1% - 68.6 % Exercise price $ 11.50 $ 11.50 Underlying stock price $ 3.08 $ 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 Private Warrants. ● The expected term was based on the maturity of the Private Warrants of five years following June 29, 2021, the Business Combination date, 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 share volatility assumption was based on the implied volatility from a set of comparable publicly-traded companies 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 implements 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 of 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, 2022 2021 2020 Volatility 66.0% - 66.9% 51.5% - 65.6% 50.0% - 54.0% Risk-free interest rate 1.86% - 3.78% 0.61% - 1.36% 0.38% - 0.67% Dividend yield 0% 0% 0% Expected term (in years) 5.49 - 6.1 5 - 6.86 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 the Company’s 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 yields of the 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 for 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. 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. For periods before the Company’s shares began trading on June 30, 2021, the Company calculated basic net income (loss) per share using the two-class method required for participating securities. 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. |
Reclassification | Reclassification Certain |
Recent accounting pronouncements | Recently Adopted Accounting Pronouncements In August 2020, FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20)” and “Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company adopted the guidance on January 1, 2022. The adoption of this ASU had no impact on the Company’s consolidated financial statements. In October 2021, FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC 606, “Revenue from Contracts with Customers”. This guidance is effective for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. The Company elected to early adopt ASU 2021-08 on January 1, 2022, and apply this new guidance to all business combinations consummated subsequent to this date. The adoption of this ASU had no impact on the Company’s consolidated financial statements. |
GENERAL (Tables)
GENERAL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GENERAL [Abstract] | |
Pro forma Information for the Issuance of Ordinary Shares and Non-Voting Ordinary Shares | The following table provides pro forma information for the issuance of Ordinary Shares and Non-Voting Ordinary Shares under the Yahoo transaction as if the transaction closed on December 31, 2022: December 31, 2022 As reported Pro forma Unaudited Long-term prepaid expenses $ 42,945 $ 303,896 Total assets $ 1,529,623 $ 1,790,574 Total shareholders’ equity $ 834,535 $ 1,095,486 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Marchant/Network affiliate relationships 4.5 Publisher relationships 4 Tradenames 2 - 3 Technology 4 - 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, 2022 2021 2020 Volatility 66.0% - 66.9% 51.5% - 65.6% 50.0% - 54.0% Risk-free interest rate 1.86% - 3.78% 0.61% - 1.36% 0.38% - 0.67% Dividend yield 0% 0% 0% Expected term (in years) 5.49 - 6.1 5 - 6.86 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 as of December 31, 2022 and 2021, were as follows: Input December 31, 2022 2021 Risk-free interest rate 4.08% - 4.18 % 1.07% - 1.18 % Expected term (years) 2.75 - 3.50 3.75 - 4.50 Expected volatility 67.5% - 69.3 % 66.1% - 68.6 % Exercise price $ 11.50 $ 11.50 Underlying stock price $ 3.08 $ 7.78 |
CASH AND CASH EQUIVALENTS (Tabl
CASH AND CASH EQUIVALENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CASH AND CASH EQUIVALENTS [Abstract] | |
Breakdown of Cash and Cash Equivalents | The following table presents for each reported period, the breakdown of cash and cash equivalents: December 31, 2022 2021 Cash $ 142,127 $ 137,050 Money market accounts and funds 22,583 125,064 Time deposits 1,183 57,205 Total Cash and cash equivalents $ 165,893 $ 319,319 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021, by level within the fair value hierarchy: Fair value measurements as of Description Fair Value Hierarchy December 31, 2022 December 31, 2021 Assets: Cash equivalents: Money market accounts and funds Level 1 $ 22,583 $ 125,064 Short-term investments: U.S. government treasuries Level 2 $ 46,222 $ — Corporate debt securities Level 2 $ 21,636 $ — U.S. agency bonds Level 2 $ 20,491 $ — Commercial paper Level 2 $ 8,565 $ — Liabilities: Warrants liability: Public Warrants Level 1 $ (2,856 ) $ (8,963 ) Private Warrants Level 3 $ (3,900 ) $ (22,264 ) Derivative instruments liability: Derivative instruments designated as cash flow hedging instruments Level 2 $ (313 ) $ — |
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 Fair value as of December 31, 2021 $ 22,264 $ 8,963 $ 31,227 Change in fair value (18,364 ) (6,107 ) (24,471 ) Fair value as of December 31, 2022 $ 3,900 $ 2,856 $ 6,756 |
SHORT-TERM INVESTMENTS (Tables)
SHORT-TERM INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SHORT-TERM INVESTMENTS [Abstract] | |
Summary of Available-for-Sale Marketable Securities | The following is a summary of available-for-sale marketable securities: December 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value U.S. government treasuries $ 46,452 $ — $ (230 ) $ 46,222 Corporate debt securities 21,762 — (126 ) 21,636 U.S. agency bonds 20,622 — (131 ) 20,491 Commercial paper 8,599 — (34 ) 8,565 Total $ 97,435 $ — $ (521 ) $ 96,914 |
DERIVATIVE INSTRUMENTS AND HE_2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES [Abstract] | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) | The changes related to cash flow hedging instruments, recorded in the consolidated statements of income (loss), for the year ended December 31, 2022, were as follows: Year ended December 31, 2022 Cost of revenues $ 450 Research and development 3,244 Sales and marketing 620 General and administrative 538 Total losses recognized in the consolidated statements of income (loss), net $ 4,852 |
Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss | The changes in unrealized losses on the Company’s derivative instruments recorded in accumulated other comprehensive loss were as follows: Year ended December 31, 2022 Unrealized losses on derivative instruments as of December 31, 2021 $ — Changes in fair value of derivative instruments (5,165 ) Reclassification of losses recognized in the consolidated statements of income (loss) from accumulated other comprehensive loss 4,852 Unrealized losses on derivative instruments as of December 31, 2022 $ (313 ) |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATION [Abstract] | |
Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the final fair value of assets acquired and liabilities assumed: September 1, 2021 Cash and cash equivalents $ 10,437 Other current assets 50,785 Intangible assets 270,025 Goodwill 530,800 Other noncurrent assets 8,432 Total assets acquired 870,479 Current liabilities 66,769 Deferred tax liability, net 50,493 Total liabilities assumed 117,262 Total purchase consideration $ 753,217 |
Intangible Assets and Estimated Useful Lives | The following table presents components of the identified intangible assets acquired and their estimated useful lives as of date of acquisition: Fair value Useful life (In years) Merchant/ Network affiliate relationships (1) $ 146,547 4.5 Technology (1) 56,548 5.0 Publisher relationships (2) 42,933 4.0 Tradenames (2) 23,997 3.0 Total Intangible assets acquired $ 270,025 ___________________________________________ (1) Fair value was determined by using the income approach. (2) Fair value was 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, 2022 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | December 31, 2022 2021 Prepaid expenses $ 51,110 $ 33,684 Government institutions 15,277 14,409 Other current asset 7,256 15,301 $ 73,643 $ 63,394 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET [Abstract] | |
Property and equipment, net | Property and equipment, net consist of the following: December 31, 2022 2021 Computer and equipment and software $ 180,064 $ 159,407 Internal-use software 48,433 34,781 Leasehold improvements 19,211 17,803 Office furniture and equipment 5,155 4,563 Property and equipment, gross 252,863 216,554 Less accumulated depreciation (179,844 ) (153,295 ) Property and equipment, net $ 73,019 $ 63,259 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2020 $ 19,206 Additions from acquisition (1) 531,174 Balance as of December 31, 2021 550,380 Purchase accounting adjustment (1) (374 ) Additions from acquisition (2) 5,863 Balance as of December 31, 2022 $ 555,869 __________________________________________ (1) Related to the Connexity acquisition. (2) Related to the Gravity R&D acquisition. |
Intangible Assets | Definite-lived intangible assets, net consist of the following: December 31, 2022 Gross Fair Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (In years) Merchant/Network affiliate relationships $ 146,547 $ (43,421 ) $ 103,126 3.17 Technology 74,193 (32,042 ) 42,151 3.66 Publisher relationships 42,933 (14,311 ) 28,622 2.67 Tradenames 24,097 (10,689 ) 13,408 1.67 Customer relationship 13,156 (11,307 ) 1,849 2.66 Total $ 300,926 $ (111,770 ) $ 189,156 December 31, 2021 Gross Fair Value Accumulated Amortization Net Book Value Weighted- Average Remaining Useful Life (In years) 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 relationship 12,256 (10,367 ) 1,889 2.08 Total $ 299,136 $ (48,213 ) $ 250,923 |
Estimated Future Amortization Expense of Other Intangible Assets | The estimated future amortization expense of definite-lived intangible assets as of December 31, 2022, is as follows: Year Ending December 31, 2023 $ 63,890 2024 60,519 2025 51,409 2026 13,246 2027 92 Total $ 189,156 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |
Accrued Expenses and Other Current Liabilities | December 31, 2022 2021 Employees and related benefits $ 27,559 $ 42,002 Advances from customers 23,797 24,310 Government authorities 22,177 27,174 Accrued expenses 12,862 12,599 Accrued vacation pay 11,761 13,404 Derivative instruments 313 — Other 4,496 5,173 $ 102,965 $ 124,662 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES [Abstract] | |
Supplemental Information Related to the Operating Leases | The following table presents supplemental information related to the operating leases: December 31, 2022 2021 Weighted average remaining operating lease term in years 5.4 5.5 Weighted average discount rate of operating leases 4.36 % 3.73 % |
Components of Lease Expense | The components of lease expense related to leases for the years ended December 31, 2022, 2021 and 2020 were as follows: Year ended December 31, 2022 2021 2020 Components of lease expense: Operating lease cost $ 18,218 $ 17,102 $ 16,594 Short-term lease cost 1,735 583 628 Sublease income (447 ) — — |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2022, were as follows: Amount Year Ending December 31, 2023 $ 16,645 2024 16,143 2025 14,175 2026 13,019 2027 9,631 Thereafter 13,692 Total undiscounted lease payments $ 83,305 Less interest (10,624 ) Present value of lease liabilities $ 72,681 |
FINANCING ARRANGEMENTS (Tables)
FINANCING ARRANGEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FINANCING ARRANGEMENTS [Abstract] | |
Future Principal Payments Related to Long-term Debt | As of December 31, 2022, the total future principal payments related to Facility loan are as follows: Amount Year Ending December 31, 2023 $ 3,000 2024 3,000 2025 3,000 2026 3,000 2027 3,000 2028 219,985 Total $ 234,985 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTRUCTURING [Abstract] | |
Restructuring Expenses | The restructuring expenses recognized in the consolidated statements of income (loss) for the year ended December 31, 2022, primarily consisting of one-time incremental employee termination benefits and other costs related to Company’s business prioritization, were as follows: Year ended December 31, 2022 Cost of revenues $ 99 Research and development 1,815 Sales and marketing 1,176 General and administrative 293 Total restructuring expenses recognized in the consolidated statements of income (loss) $ 3,383 |
SHAREHOLDERS' EQUITY AND SHAR_2
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] | |
Share Option Activity | c. The following is a summary of share option activity and related information for the year ended December 31, 2022 (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 December 31, 2021 47,532,923 $ 2.64 5.73 $ 247,734 Granted 30,000 5.21 Exercised (9,910,023 ) 0.86 Forfeited (2,164,721 ) 3.76 Balance as of December 31, 2022 35,488,179 $ 3.08 6.72 $ 40,516 Exercisable as of December 31, 2022 27,482,836 $ 2.19 6.28 $ 36,313 |
Summary of RSU activity | d. The following is a summary of the RSU activity and related information for the year ended December 31, 2022: Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of December 31, 2021 21,613,189 $ 8.16 Granted 14,892,788 5.47 Vested (*) (8,965,081 ) 6.78 Forfeited (4,019,887 ) 6.68 Balance as of December 31, 2022 23,521,009 $ 6.60 ____________________________________________ (*) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2022, a total of RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,916,764 Ordinary Shares. |
Equity Based Compensation Expense | The total share-based compensation expense related to all of the Company’s share-based awards recognized for the years ended December 31, 2022, 2021 and 2020, were comprised as follows: Year ended December 31, 2022 2021 2020 Cost of revenues $ 3,092 $ 1,891 $ 788 Research and development 26,433 29,022 16,491 Sales and marketing 22,615 44,834 6,930 General and administrative 22,781 52,210 4,068 Total share-based compensation expense $ 74,921 $ 127,957 $ 28,277 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 Israel $ (24,819 ) $ (42,414 ) $ 12,450 Foreign 20,367 40,442 10,990 Total $ (4,452 ) $ (1,972 ) $ 23,440 |
Taxes on Income (Tax Benefit) | e. Taxes on income (tax benefit) are comprised as follows: Year ended December 31, 2022 2021 2020 Current: Israel $ 15 $ 4,685 $ 338 Foreign 23,332 18,944 16,327 Total current income tax expense 23,347 23,629 16,665 Deferred: Israel 1,388 973 1,678 Foreign (17,212 ) (1,626 ) (3,396 ) Total deferred income tax benefit (15,824 ) (653 ) (1,718 ) Total income taxes $ 7,523 $ 22,976 $ 14,947 |
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: Year ended December 31, 2022 2021 2020 Income (loss) before taxes on income, as reported in the consolidated statements of income (loss) $ (4,452 ) $ (1,972 ) $ 23,440 Statutory tax rate in Israel 23 % 23 % 23 % Preferred Technology Enterprise (61 %) (244 %) (15 %) Permanent difference - nondeductible expenses 86 % (557 %) 14 % Change in valuation allowance (109 %) (138 %) (11 %) BEAT — — 44 % Income taxes at a rate other than the Israel statutory tax rate (164 %) (12 %) — Release of tax-exempt profits under preferred enterprise tax regime — (221 %) — Prior year taxes 35 % 36 % (2 %) Other 21 % (52 %) 11 % Effective tax rate (169 %) (1,165 %) 64 % |
Net 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, 2022, and 2021 the deferred tax assets and liabilities presented in the balance sheet are comprised as follow: December 31, 2022 2021 Deferred tax assets $ 3,821 $ 1,876 Deferred tax liabilities $ (34,133 ) $ (51,027 ) As of December 31, 2022, and 2021 the Company’s deferred taxes were in respect of the following: December 31, 2022 2021 Operating lease liabilities $ 14,751 $ 14,498 Research and development 9,151 6,362 Share-based compensation expenses 8,095 6,076 Tax credit carry forward 4,356 2,943 Reserves and allowances 3,888 3,025 Carry forward tax losses 2,770 1,701 Issuance and transaction expenses 2,111 1,922 Intangible assets 1,963 1,830 Others 842 740 Deferred tax assets before valuation allowance 47,927 39,097 Valuation allowance (16,376 ) (11,389 ) Deferred tax assets 31,551 27,708 Intangible assets (46,095 ) (58,855 ) Operating lease right of use assets (13,530 ) (12,975 ) Property and equipment, net (2,023 ) (3,248 ) Other (215 ) (1,781 ) Deferred tax liabilities (61,863 ) (76,859 ) Deferred tax assets (liabilities), net $ (30,312 ) $ (49,151 ) |
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, 2022 2021 Unrecognized tax position, beginning of year $ 3,084 $ 2,370 Increase due to acquisition — 307 Decrease related to prior years’ tax positions (387 ) (280 ) Increase related to current year tax positions 1,070 1,203 Decrease due to lapses of statutes of limitations (230 ) (516 ) Unrecognized tax position, end of year $ 3,537 $ 3,084 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GEOGRAPHIC 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, 2022 2021 2020 Israel $ 235,881 $ 190,615 $ 176,014 United States 510,491 535,349 511,982 United Kingdom 71,991 69,858 50,996 Germany 121,285 147,808 103,154 Rest of the world 461,502 434,828 346,747 Total $ 1,401,150 $ 1,378,458 $ 1,188,893 |
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, 2022 2021 Israel $ 73,931 $ 69,447 United States 46,277 41,549 United Kingdom 11,836 11,706 Rest of the world 7,821 5,662 Total $ 139,865 $ 128,364 (*) Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets |
NET LOSS PER SHARE ATTRIBUTAB_2
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS [Abstract] | |
Antidilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The potential number of Ordinary Shares that were excluded from the computation of diluted net loss per share attributable to Ordinary shareholders for the periods presented because including them would have been anti-dilutive is as follows: Year ended December 31, 2022 2021 2020 Convertible preferred shares — — 121,472,152 RSUs 18,063,802 12,927,049 12,755,167 Outstanding share options 30,284,408 43,149,797 44,468,446 Warrants 12,349,990 12,349,990 — Issuable Ordinary Shares related to business combination under holdback arrangement 2,380,736 — — Total 63,078,936 68,426,836 178,695,765 |
GENERAL, Summary (Details)
GENERAL, Summary (Details) - shares | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | Dec. 31, 2021 | |
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Period of operations | 15 years | |||
Period of commercial agreement | 30 years | |||
Authorized share capital (in shares) | 700,000,000 | 46,000,000 | 700,000,000 | |
Non-Voting Ordinary Shares [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Authorized share capital (in shares) | 46,000,000 | |||
Subsequent Event [Member] | Ordinary Shares [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Issuance of shares (in shares) | 39,525,691 | |||
Subsequent Event [Member] | Non-Voting Ordinary Shares [Member] | ||||
Organization Consolidation and Presentation of Financial Statements [Line Items] | ||||
Issuance of shares (in shares) | 45,198,702 |
GENERAL, Issuance of Ordinary S
GENERAL, Issuance of Ordinary Shares and Non-Voting Ordinary Shares (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Unaudited Actual And Pro Forma Information [Abstract] | ||||
Long-term prepaid expenses | $ 42,945 | $ 32,926 | ||
Total assets | 1,529,623 | 1,597,314 | ||
Total shareholders' equity | 834,535 | $ 767,571 | $ 46,640 | $ 7,267 |
Pro Forma Unaudited [Member] | ||||
Unaudited Actual And Pro Forma Information [Abstract] | ||||
Long-term prepaid expenses | 303,896 | |||
Total assets | 1,790,574 | |||
Total shareholders' equity | $ 1,095,486 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES, Concentrations of Credit Risks (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | |
Concentrations of Credit Risks [Abstract] | ||
Deposits in excess of FDIC insurable limit | $ | $ 32,764 | $ 162,301 |
Deposits in excess of FSCS insurable limit | $ | $ 41,834 | $ 35,814 |
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% | |
Revenue [Member] | ||
Concentrations of Credit Risks [Abstract] | ||
Number of major customers | Customer | 0 | 0 |
Revenue [Member] | Customer Concentration Risk [Member] | ||
Concentrations of Credit Risks [Abstract] | ||
Concentration risk threshold percentage | 10% |
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, 2022 | |
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, 2022 | |
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, 2022 | |
Marchant/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] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 2 years |
Tradenames [Member] | Maximum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 3 years |
Technology [Member] | Minimum [Member] | |
Intangible Assets [Abstract] | |
Intangible assets, useful life | 4 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment of Long-Lived Assets [Abstract] | |||
Impairment losses | $ 0 | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES, Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_11
SIGNIFICANT ACCOUNTING POLICIES, Segment Information (Details) | 12 Months Ended |
Dec. 31, 2022 Segment | |
Segment Information [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
SIGNIFICANT ACCOUNTING POLIC_12
SIGNIFICANT ACCOUNTING POLICIES, Cost of Revenues (Details) | 12 Months Ended |
Dec. 31, 2022 Property | |
Cost of Revenues [Abstract] | |
Number of compensation models for digital properties | 2 |
SIGNIFICANT ACCOUNTING POLIC_13
SIGNIFICANT ACCOUNTING POLICIES, Warrant Liability (Details) | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Private Warrants [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Warrants maturity period | 5 years | |
Private Warrants [Member] | Exercise Price [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 11.5 | 11.5 |
Private Warrants [Member] | Underlying Stock Price [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 3.08 | 7.78 |
Private Warrants [Member] | Minimum [Member] | Risk Free Interest Rate [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.0408 | 0.0107 |
Private Warrants [Member] | Minimum [Member] | Expected Term [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 2.75 | 3.75 |
Private Warrants [Member] | Minimum [Member] | Expected Volatility [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.675 | 0.661 |
Private Warrants [Member] | Maximum [Member] | Risk Free Interest Rate [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.0418 | 0.0118 |
Private Warrants [Member] | Maximum [Member] | Expected Term [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 3.5 | 4.5 |
Private Warrants [Member] | Maximum [Member] | Expected Volatility [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Private Warrants, Measurement Input | 0.693 | 0.686 |
Certain Private Warrants [Member] | ||
Key Inputs into Black-Scholes Model [Abstract] | ||
Warrants maturity period | 5 years |
SIGNIFICANT ACCOUNTING POLIC_14
SIGNIFICANT ACCOUNTING POLICIES, Share-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Assumptions Used to Determine Fair Value of Option Award [Abstract] | |||
Dividend yield | 0% | 0% | 0% |
Expected term | 6 years 3 months | ||
Minimum [Member] | |||
Assumptions Used to Determine Fair Value of Option Award [Abstract] | |||
Volatility | 66% | 51.50% | 50% |
Risk-free interest rate | 1.86% | 0.61% | 0.38% |
Expected term | 5 years 5 months 26 days | 5 years | |
Maximum [Member] | |||
Assumptions Used to Determine Fair Value of Option Award [Abstract] | |||
Volatility | 66.90% | 65.60% | 54% |
Risk-free interest rate | 3.78% | 1.36% | 0.67% |
Expected term | 6 years 1 month 6 days | 6 years 10 months 9 days |
CASH AND CASH EQUIVALENTS (Deta
CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Breakdown of Cash and Cash Equivalents [Abstract] | ||
Cash | $ 142,127 | $ 137,050 |
Money market accounts and funds | 22,583 | 125,064 |
Time deposits | 1,183 | 57,205 |
Total Cash and cash equivalents | $ 165,893 | $ 319,319 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants [Member] | ||
Changes in Fair Value of Warrants liability [Roll Forward] | ||
Fair value as of December 31, 2021 | $ 31,227 | |
Change in fair value | $ (24,471) | |
Fair value as of December 31, 2022 | 6,756 | |
Public Warrants [Member] | ||
Changes in Fair Value of Warrants liability [Roll Forward] | ||
Fair value as of December 31, 2021 | 8,963 | |
Change in fair value | (6,107) | |
Fair value as of December 31, 2022 | 2,856 | |
Private Warrants [Member] | ||
Changes in Fair Value of Warrants liability [Roll Forward] | ||
Fair value as of December 31, 2021 | 22,264 | |
Change in fair value | (18,364) | |
Fair value as of December 31, 2022 | 3,900 | |
Level 1 [Member] | Public Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | (2,856) | (8,963) |
Level 1 [Member] | Money Market Accounts and Funds [Member] | ||
Assets [Abstract] | ||
Cash equivalents | 22,583 | 125,064 |
Level 2 [Member] | Derivative Instruments Liability [Member] | ||
Liabilities [Abstract] | ||
Derivative instruments designated as cash flow hedging instruments | (313) | 0 |
Level 2 [Member] | U.S. Government Treasuries [Member] | ||
Assets [Abstract] | ||
Short-term investments | 46,222 | 0 |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Assets [Abstract] | ||
Short-term investments | 21,636 | 0 |
Level 2 [Member] | U.S. Agency Bonds [Member] | ||
Assets [Abstract] | ||
Short-term investments | 20,491 | 0 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets [Abstract] | ||
Short-term investments | 8,565 | 0 |
Level 3 [Member] | Private Warrants [Member] | ||
Liabilities [Abstract] | ||
Warrants liability | $ (3,900) | $ (22,264) |
SHORT-TERM INVESTMENTS (Details
SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | $ 97,435 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (521) | |
Estimated Fair Value | 96,914 | $ 0 |
U.S. Government Treasuries [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 46,452 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (230) | |
Estimated Fair Value | 46,222 | |
Corporate Debt Securities [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 21,762 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (126) | |
Estimated Fair Value | 21,636 | |
U.S. Agency Bonds [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 20,622 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (131) | |
Estimated Fair Value | 20,491 | |
Commercial Paper [Member] | ||
Summary of available-for-sale marketable securities [Abstract] | ||
Amortized Cost | 8,599 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (34) | |
Estimated Fair Value | $ 8,565 |
DERIVATIVE INSTRUMENTS AND HE_3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative Instrument [Abstract] | ||
Derivative notional amount | $ 38,669 | |
Fair value of cash flow hedging instruments recorded as liabilities | 313 | $ 0 |
Accrued Expenses and Other Current Liabilities [Member] | ||
Derivative Instrument [Abstract] | ||
Fair value of cash flow hedging instruments recorded as liabilities | $ 313 |
DERIVATIVE INSTRUMENTS AND HE_4
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | |
Losses recognized in the consolidated statements of income (loss), net | $ 4,852 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) |
Cost of Revenues [Member] | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | |
Losses recognized in the consolidated statements of income (loss), net | $ 450 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Revenue |
Research and Development [Member] | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | |
Losses recognized in the consolidated statements of income (loss), net | $ 3,244 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Research and Development Expense |
Sales and Marketing [Member] | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | |
Losses recognized in the consolidated statements of income (loss), net | $ 620 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Sales and marketing |
General and Administrative [Member] | |
Changes Related to Cash Flow Hedging Instruments, Recorded in Consolidated Statements of Income (Loss) [Abstract] | |
Losses recognized in the consolidated statements of income (loss), net | $ 538 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative |
DERIVATIVE INSTRUMENTS AND HE_5
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES, Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Derivative Instruments by Hedge Designation [Abstract] | |||
Unrealized losses on derivative instruments | $ 0 | ||
Changes in fair value of derivative instruments | (5,165) | ||
Reclassification of losses recognized in the consolidated statements of income (loss) from accumulated other comprehensive loss | 4,852 | ||
Unrealized losses on derivative instruments | $ (313) | ||
Derivative Instruments and Hedges [Abstract] | |||
Derivative instruments or hedging activities | $ 0 | $ 0 |
BUSINESS COMBINATIONS, Summary
BUSINESS COMBINATIONS, Summary (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Mar. 01, 2023 | Sep. 01, 2022 | Sep. 01, 2021 | Jul. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Business Combination [Abstract] | ||||||||
Cash paid in connection with acquisitions | $ 7,981 | $ 583,457 | $ 202 | |||||
Net decrease of goodwill | [1] | $ (374) | ||||||
Number of ordinary shares committed to be issued (in shares) | 3,681,030 | |||||||
Service period for issuance of ordinary shares | 3 years | |||||||
RSU's issued (in shares) | $ 40,000 | |||||||
Identified intangible assets | $ 270,025 | |||||||
Goodwill | 555,869 | 550,380 | $ 19,206 | |||||
Connexity [Member] | ||||||||
Business Combination [Abstract] | ||||||||
Purchase price | 753,217 | |||||||
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 | |||||||
Additional amount paid | 1,634 | 431 | ||||||
Net decrease of goodwill | $ (374) | |||||||
Transaction costs | $ 6,432 | |||||||
Period of holdback agreement | 3 years | |||||||
Ordinary shares issued (in shares) | 1,227,010 | |||||||
Identified intangible assets | $ 270,025 | |||||||
Goodwill | $ 530,800 | |||||||
Connexity [Member] | Subsequent Event [Member] | ||||||||
Business Combination [Abstract] | ||||||||
Ordinary shares issued (in shares) | 581,400 | |||||||
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 | |||||||
Gravity R&D Zrt. [Member] | ||||||||
Business Combination [Abstract] | ||||||||
Total consideration | $ 6,982 | |||||||
Identified intangible assets | 1,790 | |||||||
Goodwill | 5,863 | |||||||
Transaction costs | $ 742 | |||||||
[1]Related to the Connexity acquisition. |
BUSINESS COMBINATIONS, Fair Val
BUSINESS COMBINATIONS, Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 01, 2021 | Dec. 31, 2020 |
Fair Value of Assets Acquired and Liabilities Assumed [Abstract] | ||||
Intangible assets | $ 270,025 | |||
Goodwill | $ 555,869 | $ 550,380 | $ 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 | 530,800 | |||
Other noncurrent assets | 8,432 | |||
Total assets acquired | 870,479 | |||
Current liabilities | 66,769 | |||
Deferred tax liability, net | 50,493 | |||
Total liabilities assumed | 117,262 | |||
Total purchase consideration | $ 753,217 |
BUSINESS COMBINATIONS, Intangib
BUSINESS COMBINATIONS, Intangible Assets and Estimated Useful Lives (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Sep. 01, 2021 | ||
Intangible Assets and Estimated Useful Lives [Abstract] | ||||
Fair value | $ 270,025 | |||
Merchant/ Network Affiliate Relationships [Member] | ||||
Intangible Assets and Estimated Useful Lives [Abstract] | ||||
Fair value | [1] | $ 146,547 | ||
Useful life | [1] | 4 years 6 months | ||
Technology [Member] | ||||
Intangible Assets and Estimated Useful Lives [Abstract] | ||||
Fair value | [1] | $ 56,548 | ||
Useful life | [1] | 5 years | ||
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 | [2] | $ 23,997 | ||
Useful life | [2] | 3 years | ||
Connexity [Member] | ||||
Intangible Assets and Estimated Useful Lives [Abstract] | ||||
Fair value | $ 270,025 | |||
Revenue | $ 37,692 | |||
[1]Fair value was determined by using the income approach.[2]Fair value was 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, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Prepaid expenses | $ 51,110 | $ 33,684 |
Government institutions | 15,277 | 14,409 |
Other current asset | 7,256 | 15,301 |
Prepaid expenses and other current assets | $ 73,643 | $ 63,394 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment [Abstract] | |||
Property and equipment, gross | $ 252,863 | $ 216,554 | |
Less accumulated depreciation | (179,844) | (153,295) | |
Property and equipment, net | 73,019 | 63,259 | |
Capitalized internal-use software costs | 14,954 | 13,522 | |
Capitalized internal-use software amortization | 5,422 | 1,923 | $ 1,486 |
Depreciation expenses | 27,664 | 30,104 | 31,397 |
Write off of fixed assets | 2,393 | 0 | $ 6,798 |
Computer and Equipment and Software [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 180,064 | 159,407 | |
Internal-use Software [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 48,433 | 34,781 | |
Leasehold Improvements [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | 19,211 | 17,803 | |
Office Furniture and Equipment [Member] | |||
Property and Equipment [Abstract] | |||
Property and equipment, gross | $ 5,155 | $ 4,563 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET, Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | ||||
Goodwill [Roll Forward] | |||||
Beginning balance | $ 550,380 | $ 19,206 | |||
Purchase accounting adjustment | [1] | (374) | |||
Additions from acquisition | 5,863 | [2] | 531,174 | [1] | |
Ending balance | $ 555,869 | $ 550,380 | |||
[1]Related to the Connexity acquisition.[2]Related to the Gravity R&D acquisition. |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET, Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets [Abstract] | |||
Gross fair value | $ 300,926 | $ 299,136 | |
Accumulated amortization | (111,770) | (48,213) | |
Net book value | 189,156 | 250,923 | |
Amortization expenses related to intangible assets | 63,557 | 23,007 | $ 2,560 |
Merchant/ Network Affiliate Relationships [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | 146,547 | 146,547 | |
Accumulated amortization | (43,421) | (10,879) | |
Net book value | $ 103,126 | $ 135,668 | |
Weighted-average remaining useful life (in years) | 3 years 2 months 1 day | 4 years 2 months 1 day | |
Technology [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 74,193 | $ 73,403 | |
Accumulated amortization | (32,042) | (20,616) | |
Net book value | $ 42,151 | $ 52,787 | |
Weighted-average remaining useful life (in years) | 3 years 7 months 28 days | 4 years 7 months 28 days | |
Publisher Relationships [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 42,933 | $ 42,933 | |
Accumulated amortization | (14,311) | (3,640) | |
Net book value | $ 28,622 | $ 39,293 | |
Weighted-average remaining useful life (in years) | 2 years 8 months 1 day | 3 years 8 months 1 day | |
Tradenames [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 24,097 | $ 23,997 | |
Accumulated amortization | (10,689) | (2,711) | |
Net book value | $ 13,408 | $ 21,286 | |
Weighted-average remaining useful life (in years) | 1 year 8 months 1 day | 2 years 8 months 1 day | |
Customer Relationship [Member] | |||
Intangible Assets [Abstract] | |||
Gross fair value | $ 13,156 | $ 12,256 | |
Accumulated amortization | (11,307) | (10,367) | |
Net book value | $ 1,849 | $ 1,889 | |
Weighted-average remaining useful life (in years) | 2 years 7 months 28 days | 2 years 29 days |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET, Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated Future Amortization Expense of Other Intangible Assets [Abstract] | ||
2023 | $ 63,890 | |
2024 | 60,519 | |
2025 | 51,409 | |
2026 | 13,246 | |
2027 | 92 | |
Net book value | $ 189,156 | $ 250,923 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | ||
Employees and related benefits | $ 27,559 | $ 42,002 |
Advances from customers | 23,797 | 24,310 |
Government authorities | 22,177 | 27,174 |
Accrued expenses | 12,862 | 12,599 |
Accrued vacation pay | 11,761 | 13,404 |
Derivative instruments | 313 | 0 |
Other | 4,496 | 5,173 |
Accrued expenses and other current liabilities | $ 102,965 | $ 124,662 |
LEASES, Operating Leases (Detai
LEASES, Operating Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
Weighted average remaining operating lease term in years | 5 years 4 months 24 days | 5 years 6 months |
Weighted average discount rate of operating leases | 4.36% | 3.73% |
Minimum [Member] | ||
Lessee Disclosure [Abstract] | ||
Operating lease term | 2 years | |
Maximum [Member] | ||
Lessee Disclosure [Abstract] | ||
Operating lease term | 11 years |
LEASES, Components of Lease Exp
LEASES, Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Lease Expense [Abstract] | |||
Operating lease cost | $ 18,218 | $ 17,102 | $ 16,594 |
Short-term lease cost | 1,735 | 583 | 628 |
Sublease income | $ (447) | $ 0 | $ 0 |
LEASES, Maturities of Lease Lia
LEASES, Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Maturities of Lease Liabilities [Abstract] | |
2023 | $ 16,645 |
2024 | 16,143 |
2025 | 14,175 |
2026 | 13,019 |
2027 | 9,631 |
Thereafter | 13,692 |
Total undiscounted lease payments | 83,305 |
Less: interest | (10,624) |
Present value of lease liabilities | $ 72,681 |
FINANCING ARRANGEMENTS (Details
FINANCING ARRANGEMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Aug. 09, 2022 | Sep. 01, 2021 | |
Debt Instruments [Abstract] | ||||
Repayment of long-term loan | $ 61,265 | |||
Interest expenses recognized with the long-term loan | 18,675 | $ 4,977 | ||
Revolving Credit Agreement [Member] | ||||
Long-term loan principal payments [Abstract] | ||||
Total | $ 0 | |||
Long-term loan term | 5 years | |||
Deferred financing costs | $ 1,147 | |||
Deferred financing costs amortization | 98 | |||
Revolving Credit Agreement [Member] | Maximum [Member] | ||||
Debt Instruments [Abstract] | ||||
Aggregate committed principal amount | $ 90,000 | |||
Credit Agreement [Member] | ||||
Debt Instruments [Abstract] | ||||
Senior secured term loan credit agreement | $ 300,000 | |||
Issuance expenses | $ 11,250 | |||
Facility amortization rate | 1% | |||
Frequency of periodic payment | quarterly | |||
Long-term loan principal payments [Abstract] | ||||
2023 | $ 3,000 | |||
2024 | 3,000 | |||
2025 | 3,000 | |||
2026 | 3,000 | |||
2027 | 3,000 | |||
2028 | 219,985 | |||
Total | $ 234,985 | |||
Long-term loan maturity | 7 years |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Restructuring [Abstract] | ||
Percentage of global headcount impacted by cost restructuring program | 6% | |
Total restructuring expenses recognized in the consolidated statements of income (loss) | $ 3,383 | |
Accrued Expenses and Other Current Liabilities [Member] | ||
Restructuring [Abstract] | ||
Restructuring expenses | 88 | |
Cost of Revenues [Member] | ||
Restructuring [Abstract] | ||
Total restructuring expenses recognized in the consolidated statements of income (loss) | 99 | |
Research and Development [Member] | ||
Restructuring [Abstract] | ||
Total restructuring expenses recognized in the consolidated statements of income (loss) | 1,815 | |
Sales and Marketing [Member] | ||
Restructuring [Abstract] | ||
Total restructuring expenses recognized in the consolidated statements of income (loss) | 1,176 | |
General and Administrative [Member] | ||
Restructuring [Abstract] | ||
Total restructuring expenses recognized in the consolidated statements of income (loss) | $ 293 |
SHAREHOLDERS' EQUITY AND SHAR_3
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Nov. 23, 2022 | Jan. 31, 2023 | Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 30, 2022 | |
Stock Option Plan [Abstract] | |||||||
Authorized share capital (in shares) | 700,000,000 | 700,000,000 | 46,000,000 | ||||
Ordinary shares reserved for issuance (in shares) | 31,932,902 | ||||||
Percentage of outstanding shares | 5% | ||||||
Common stock, shares issued under ESPP (in shares) | 0 | ||||||
Additional equity-based compensation plan | $ 76,853 | $ 128,740 | $ 28,277 | ||||
Payments of tax withholding for share based compensation | $ 5,751 | $ 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% | ||||||
Additional equity-based compensation plan | $ 50,000 | ||||||
RSUs [Member] | |||||||
Stock Option Plan [Abstract] | |||||||
Net issuance of shares (in shares) | 1,916,764 | ||||||
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) | 35,488,179 | 47,532,923 | |||||
Granted (in shares) | 30,000 | ||||||
Exercised (in shares) | (9,910,023) | ||||||
Forfeited (in shares) | (2,164,721) | ||||||
Outstanding, end of period (in shares) | 35,488,179 | 47,532,923 | |||||
Exercisable (in shares) | 27,482,836 | ||||||
Weighted-Average Exercise Price Per Share [Roll Forward] | |||||||
Outstanding, beginning of period (in dollars per share) | $ 3.08 | $ 2.64 | |||||
Granted (in dollars per share) | 5.21 | ||||||
Exercised (in dollars per share) | $ 0 | 0.86 | |||||
Forfeited (in dollars per share) | 3.76 | ||||||
Outstanding, end of period (in dollars per share) | 3.08 | $ 2.64 | |||||
Exercisable (in dollars per share) | $ 2.19 | ||||||
Weighted Average Remaining Contractual Term [Abstract] | |||||||
Weighted-average remaining contractual life | 6 years 8 months 19 days | 5 years 8 months 23 days | |||||
Weighted-average remaining contractual life, exercisable | 6 years 3 months 10 days | ||||||
Aggregate Intrinsic Value [Abstract] | |||||||
Aggregate intrinsic value, outstanding | $ 40,516 | $ 247,734 | |||||
Aggregate intrinsic value, exercised | 26,473 | 49,224 | 20,649 | ||||
Aggregate intrinsic value, exercisable | 36,313 | ||||||
Additional Paid-in Capital [Member] | |||||||
Stock Option Plan [Abstract] | |||||||
Additional equity-based compensation plan | 76,853 | 128,740 | $ 28,277 | ||||
Payments of tax withholding for share based compensation | $ 5,751 | $ 6,152 | |||||
Non-Voting Ordinary Shares [Member] | |||||||
Stock Option Plan [Abstract] | |||||||
Authorized share capital (in shares) | 46,000,000 | ||||||
Non-Voting Ordinary Shares [Member] | Subsequent Event [Member] | |||||||
Stock Option Plan [Abstract] | |||||||
Net issuance of shares (in shares) | 45,198,702 |
SHAREHOLDERS' EQUITY AND SHAR_4
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Share Option Plan and Related Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Sep. 17, 2020 USD ($) Grantee $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | |
Stock-based compensation [Abstract] | ||||
Share based compensation expense | $ 74,921 | $ 127,957 | $ 28,277 | |
Share Options [Member] | ||||
Stock-based compensation [Abstract] | ||||
Weighted-average grant date fair value (in dollars per share) | $ / shares | $ 3.07 | $ 9.32 | $ 5.61 | |
Aggregate intrinsic value, exercised | $ 26,473 | $ 49,224 | $ 20,649 | |
Unrecognized share based compensation cost | $ 25,936 | |||
Weighted-average period expected to be recognized | 2 years 7 months 2 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Outstanding Restricted Share Unit [Roll Forward] | |||||
Outstanding, beginning of period (in shares) | 21,613,189 | ||||
Granted (in shares) | 10,314,654 | 14,892,788 | |||
Vested (in shares) | [1] | (8,965,081) | |||
Forfeited (in shares) | (4,019,887) | ||||
Outstanding, end of period (in shares) | 23,521,009 | 21,613,189 | |||
Vested shares netted out to satisfy tax obligations (in shares) | 2,015,822 | ||||
Net issuance of shares (in shares) | 1,916,764 | ||||
Unrecognized share based compensation cost related to unvested RSUs | $ 105,551 | ||||
Weighted-average period to be recognized | 3 years 2 months 12 days | ||||
Fair value of RSUs | $ 30,513 | ||||
Weighted-Average Grant Date Fair Value Per Share [Rollforward] | |||||
Outstanding, beginning of period (in dollars per share) | $ 8.16 | ||||
Granted (in dollars per share) | 5.47 | $ 9.53 | $ 5.94 | ||
Vested (in dollars per share) | [1] | 6.78 | |||
Forfeited (in dollars per share) | 6.68 | ||||
Outstanding, end of period (in dollars per share) | $ 6.6 | $ 8.16 | |||
[1] A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2022, a total of RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,916,764 Ordinary 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Based Compensation Expense [Abstract] | |||
Total share-based compensation expense | $ 74,921 | $ 127,957 | $ 28,277 |
Cost of Revenues [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share-based compensation expense | 3,092 | 1,891 | 788 |
Research and Development [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share-based compensation expense | 26,433 | 29,022 | 16,491 |
Sales and Marketing [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share-based compensation expense | 22,615 | 44,834 | 6,930 |
General and Administrative [Member] | |||
Equity Based Compensation Expense [Abstract] | |||
Total share-based compensation expense | $ 22,781 | $ 52,210 | $ 4,068 |
SHAREHOLDERS' EQUITY AND SHAR_7
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS, Restricted Shares (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 shares | Jan. 30, 2020 Grantee shares | Oct. 31, 2020 $ / shares shares | Dec. 31, 2022 $ / shares shares | |
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 | 14,892,788 | ||
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 | $ 0.86 | ||
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Severance Pay [Abstract] | |||
Term for description of severance pay | 1 month | ||
Rate of entitled monthly deposit from the monthly salary | 8.33% | ||
Severance expenses | $ 6,638 | $ 5,709 | $ 4,744 |
401(k) Plan [Member] | |||
Severance Pay [Abstract] | |||
Severance expenses | $ 1,766 | $ 1,169 | $ 1,143 |
Defined Contribution Plan [Abstract] | |||
Percentage of employee contribution, maximum | 100% | ||
Employer matching contribution | 50% | ||
Employee's eligible compensation | 6% |
INCOME TAXES, Summary (Details)
INCOME TAXES, Summary (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Rate [Abstract] | |||||
Corporate tax rate percentage | 23% | 23% | 23% | 35% | 21% |
Income tax exemption amount | $ 45,244 | ||||
Corporate income tax paid amount | $ 4,355 | ||||
Related party payment percentage on U.S tax return | 3% | ||||
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% |
INCOME TAXES, Components of Inc
INCOME TAXES, Components of Income (Loss) Before Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components of Income (Loss) Before Taxes [Abstract] | |||
Israel | $ (24,819) | $ (42,414) | $ 12,450 |
Foreign | 20,367 | 40,442 | 10,990 |
Income (loss) before income taxes | $ (4,452) | $ (1,972) | $ 23,440 |
INCOME TAXES, Taxes on Income (
INCOME TAXES, Taxes on Income (Tax Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current [Abstract] | |||
Israel | $ 15 | $ 4,685 | $ 338 |
Foreign | 23,332 | 18,944 | 16,327 |
Total current income tax expense | 23,347 | 23,629 | 16,665 |
Deferred [Abstract] | |||
Israel | 1,388 | 973 | 1,678 |
Foreign | (17,212) | (1,626) | (3,396) |
Total deferred income tax benefit | (15,824) | (653) | (1,718) |
Total income taxes | $ 7,523 | $ 22,976 | $ 14,947 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | |||||
Income (loss) before taxes on income, as reported in the consolidated statements of income (loss) | $ (4,452) | $ (1,972) | $ 23,440 | ||
Statutory tax rate Israel | 23% | 23% | 23% | 35% | 21% |
Preferred Technology Enterprise | (61.00%) | (244.00%) | (15.00%) | ||
Permanent difference - nondeductible expenses | 86% | (557.00%) | 14% | ||
Change in valuation allowance | (109.00%) | (138.00%) | (11.00%) | ||
BEAT | 0% | 0% | 44% | ||
Income taxes at a rate other than the Israel statutory tax rate | (164.00%) | (12.00%) | 0% | ||
Release of tax-exempt profits under preferred enterprise tax regime | 0% | (221.00%) | 0% | ||
Prior year taxes | 35% | 36% | (2.00%) | ||
Other | 21% | (52.00%) | 11% | ||
Effective tax rate | (169.00%) | (1165.00%) | 64% |
INCOME TAXES, Deferred Tax Asse
INCOME TAXES, Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax assets | $ 3,821 | $ 1,876 |
Other Long Term Debt Noncurrent [Member] | ||
Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred tax liabilities | $ (34,133) | $ (51,027) |
INCOME TAXES, Deferred Taxes (D
INCOME TAXES, Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets and Liabilities [Abstract] | ||
Operating lease liabilities | $ 14,751 | $ 14,498 |
Research and development | 9,151 | 6,362 |
Share-based compensation expenses | 8,095 | 6,076 |
Tax credit carry forward | 4,356 | 2,943 |
Reserves and allowances | 3,888 | 3,025 |
Carry forward tax losses | 2,770 | 1,701 |
Issuance and transaction expenses | 2,111 | 1,922 |
Intangible assets | 1,963 | 1,830 |
Others | 842 | 740 |
Deferred tax assets before valuation allowance | 47,927 | 39,097 |
Valuation allowance | (16,376) | (11,389) |
Deferred tax assets | 31,551 | 27,708 |
Intangible assets | (46,095) | (58,855) |
Operating lease right of use assets | (13,530) | (12,975) |
Property and equipment,net | (2,023) | (3,248) |
Other | (215) | (1,781) |
Deferred tax liabilities | (61,863) | (76,859) |
Deferred tax assets (liabilities), net | (30,312) | $ (49,151) |
Accumulated tax loss carry-forward | 17,981 | |
Accumulated tax loss carry-forward | 1,695 | |
Undistributed earnings | 135,747 | |
Withholding tax amount | $ 13,297 |
INCOME TAXES, Reconciliation _2
INCOME TAXES, Reconciliation of Unrecognized Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Positions [Roll Forward] | ||
Unrecognized tax position, beginning of year | $ 3,084 | $ 2,370 |
Increase due to acquisition | 0 | 307 |
Decrease related to prior years' tax positions | (387) | (280) |
Increase related to current years tax positions | 1,070 | 1,203 |
Decrease due to lapses of statutes of limitations | (230) | (516) |
Unrecognized tax position, end of year | 3,537 | 3,084 |
Uncertain tax benefits that would impact effective tax rate | 3,456 | |
Unrecognized tax benefits, net of deferred tax assets | $ 81 | $ 449 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Non-cancelable Purchase Obligations [Abstract] | |
Purchase obligation | $ 22,189 |
Minimum [Member] | |
Commercial Commitments [Abstract] | |
Period of contract | 2 years |
Maximum [Member] | |
Commercial Commitments [Abstract] | |
Period of contract | 5 years |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Segments, Geographical Areas [Abstract] | ||||
Revenue | $ 1,401,150 | $ 1,378,458 | $ 1,188,893 | |
Long-Lived Assets | [1] | 139,865 | 128,364 | |
Israel [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Long-Lived Assets | [1] | 73,931 | 69,447 | |
United States [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Long-Lived Assets | [1] | 46,277 | 41,549 | |
United Kingdom [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Long-Lived Assets | [1] | 11,836 | 11,706 | |
Rest of the World [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Long-Lived Assets | [1] | 7,821 | 5,662 | |
Reportable Geographical Components [Member] | Israel [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 235,881 | 190,615 | 176,014 | |
Reportable Geographical Components [Member] | United States [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 510,491 | 535,349 | 511,982 | |
Reportable Geographical Components [Member] | United Kingdom [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 71,991 | 69,858 | 50,996 | |
Reportable Geographical Components [Member] | Germany [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | 121,285 | 147,808 | 103,154 | |
Reportable Geographical Components [Member] | Rest of the World [Member] | ||||
Segments, Geographical Areas [Abstract] | ||||
Revenue | $ 461,502 | $ 434,828 | $ 346,747 | |
[1] Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets |
NET LOSS PER SHARE ATTRIBUTAB_3
NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 63,078,936 | 68,426,836 | 178,695,765 |
Convertible Preferred Shares [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 0 | 0 | 121,472,152 |
RSUs [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 18,063,802 | 12,927,049 | 12,755,167 |
Outstanding Share Options [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 30,284,408 | 43,149,797 | 44,468,446 |
Warrants [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 12,349,990 | 12,349,990 | 0 |
Issuable Ordinary Shares Related to Business Combination Under Holdback Arrangement [Member] | |||
Antidilutive Securities [Abstract] | |||
Antidilutive securities (in shares) | 2,380,736 | 0 | 0 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Subsequent Event [Member] $ in Thousands | Mar. 10, 2023 USD ($) |
Subsequent Event [Abstract] | |
Amount insured by FDIC | $ 250 |
Deposits | $ 22,600 |