EX-99.3 4 brhc10027861_ex99-3.htm EXHIBIT 99.3
Exhibit 99.3

 Management Presentation  August 10, 2021 
 

 Forward-Looking StatementsCertain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or Taboola.com Ltd.’s (the “Company”) future financial or operating performance. For example, projections of future Revenue, Adjusted EBITDA, Net Dollar Retention, New Publisher Growth, and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this presentation include, but are not limited to: the ability to recognize the anticipated benefits of the recent transaction with ION Acquisition Corp. 1 Ltd. (the “Business Combination”), which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the Business Combination; changes in applicable laws or regulations; the Company’s estimates of expenses and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; the impact of the ongoing COVID-19 pandemic; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; and risks related to the fact that we are incorporated in Israel and governed by Israeli law; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s registration statement on Form F-4 relating to the Business Combination filed on April 30, 2021, and in subsequent filings with the Securities and Exchange Commission (“SEC”), including the final prospectus/proxy statement relating to the Business Combination.Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they were made. The inclusion of these projections does not constitute republication or affirmation thereof as any other date. The Company undertakes no duty to update these forward-looking statements.Non-GAAP Financial MeasuresThis Presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA and certain ratios and other metrics derived therefrom, including free cash flow and ex-TAC Gross Profit, and related margin measures, as well as New Publisher ex-TAC Gross Profit. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies.The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Please refer to footnotes where presented on each page of this Presentation or to the appendix found at the end of this Presentation for a reconciliation of these measures to what the Company believes are the most directly comparable measure evaluated in accordance with GAAP.This Presentation also includes certain projections of non-GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.Use of ProjectionsThis Presentation contains financial forecasts with respect to the Company’s projected financial results, including Revenue, ex-TAC Gross Profit, Free Cash Flow and Adjusted EBITDA for the Company's fiscal years 2021. The Company's independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. As discussed under “Financial Information” above, all financial information, including the projected information, was prepared in accordance with GAAP. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the prospective financial information or that the prospective financial information will be the same as that presented in the proxy statement related to the Business Combination. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.Industry and Market DataIn this Presentation, the Company relies on and refer to certain information and statistics obtained from third-party sources, which it believes to be reliable. The Company has not independently verified the accuracy or completeness of any such third-party information. You are cautioned not to give undue weight to such industry and market data.This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, (c) or (r) symbols, but the Company will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to  these trademarks, service marks, trade names and copyrights.  Disclaimer  2 
 

 Today’s Presenters  Adam SingoldaFounder & CEO  Founded Taboola over 13 years ago  Has led the company as its CEO ever since  6+ years at TaboolaLed several of Idealab's portfolio companies, including Perfect MarketPrior experience at Disney & General Electric  Stephen WalkerCFO  3 
 

 AGENDA  4  Taboola OverviewInvestment HighlightsTaboola + Connexity = Even StrongerFinancial Information 
 

 We Power Recommendations for The Open Web  5  Helping people discover things they may like 
 

 TABOOLA = SEARCH “IN REVERSE”  6  From people looking for information to information looking for people 
 

 YOU HAVE SEEN TABOOLA BEFORE  7 
 

 SOLVING TREMENDOUSLY DIFFICULT TECHNOLOGICAL CHALLENGES  Predicting what people might be interested in without the intent data that Google has or the personal data that Facebook has and doing it at massive scale.  1 PetabyteData Processed by Taboola AI Daily3  330K+CPU & GPU Cores4  1 Trillion  516M  DAILY ACTIVE USERS1  More than Twitter and Snap combined2    Monthly Recommendations5  Daily Active Users measures the 7-day average number of users exposed to Taboola recommendationsTwitter and Snap reported 187M and 249M (respectively) in Q3-2020 Earnings reports(3)(4)(5)Source: Company estimates 8 
 

       ENABLING PUBLISHERS TO COMPETE WITH WALLED GARDEN BEHEMOTHS  WALLED GARDENS1    SOCIAL    SEARCH    ECOMMERCE    OPEN WEB2    25%3  Walled Gardens includes other closed platforms including Snap, Twitter, and NetflixOpen Web: Digital properties not owned by walled gardens such as websites, apps, games, Connected-TV apps, etc.Percentages reflect time spent on digital media according to company estimates based on eMarketer data. 25% reflects total time spent on Open Web properties, not just on Taboola      Bringing the user data, AI technology and scale of demand to open Web players75%  9  News siteseCommerce sites  Apps / Games  CTV       
 

                               TABOOLA CAN CAPTURE SHARE OF THE HIGHLY FRAGMENTED $64B OPEN WEB MARKET1  SOCIAL    SEARCH      E-COMMERCE  RECOMMENDATIONS ENGINE    Open Web  App Install  Video  Banners  Affiliates  (1) Jounce Media, 2020 Market Outlook Report  e-Commerce  10 
 

         FULL TECH STACK FOR PUBLISHERS: MISSION CRITICAL FOR THE OPEN WEB  Engagement  Engaging users by recommending organic content  Monetizing with non-interruptive, native ads  Audience        $2B+ Paid To Publishers Over 3 Years1Monetization  (1) See Appendix for historical annual Traffic acquisition costs (TAC)  Driving quality audiences from across the networkEmpowering editorial teams with actionable data insights             
 

   THAT’S WHY TABOOLA GETS  LONG-TERM, EXCLUSIVE PARTNERSHIPS WITH PUBLISHERS  118% NDR in 202019,000 publishersGlobal  Publishers on a 5+ Year Contract with Taboola      (1) Source: Company Data. Net Dollar Retention (ex-TAC Gross Profit) is the net growth of ex-TAC Gross Profit from existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by them when they are first on-boarded) for the given period divided by the ex-TAC Gross Profit from the same period in theprior-year.  “NBC News Group is excited to continue working with Taboola to expand the reach  of our content and continue driving our already impressive growth. We recognize the  value of Taboola’s technology and their ability to drive meaningful engagement with  NBC News content, especially at a time when competition for user attention is at an  all-time high.”- Elisabeth Sami, SVP of Global Strategy and Business Development for NBC News Group  12 
 

 ADVERTISERS CHOOSE TABOOLA FOR THE OPEN WEB    Massive reach – 516M Daily Active UsersPerformance focus with measurable ROI  Brand safe ad placements  Target ads based on what people truly care about  Largest advertiser is 3% of total ad spend10th largest advertiser is 1% of total ad spend1101% Net Dollar Retention over the period Q4 2018 - Q3, 20202        Source: Company DataExcluding Q2-2020 due to expected one-time impact of COVID-19  13  Time 
 

 Having an amazing year and it’s just the beginning  Went public, raised $500M+ from great investors - Fidelity, Federated, Baron, othersBeat Q1 and Q2 projections and raised guidance for Q3 and full year 2021Winning incredible partners, and progressing on our growth initiatives organically      14 
 

 AGENDA  15  Taboola OverviewInvestment HighlightsTaboola + Connexity = Even StrongerFinancial Information 
 

 INVESTMENT HIGHLIGHTS  16  ●  ●  ●  ●  ●  ●  ●  The Open Web is a massive categoryTaboola’s technology is resilient to the future disappearance of third-party cookiesProduct-led growth fueled by a network effectPlatform advantage driven by Taboola’s technologyNumerous paths to accelerate growth Proven, founder-led management teamSuperior financial profile with recurring revenues, scale, and profitable growth  1  2  3  4  5  6  7 
 

   More than ads, product led - driving engagement, and audience to the entire publisher orgExclusive & direct relationships with publishers/advertisers - enables end-to-end innovation and predictable growth  1st party & contextual data, built for a cookieless world - We’re “always on” - all users, all GEOs, all platforms. 500M+ DAU.(1)            TABOOLA IS POISED TO CAPTURE SHARE OF THE $64B OPEN WEB MARKET  The Open Web        Audience Network  Amazon DSP    Source: Original Image: “State of the Open Internet” by Jounce Media, January 2020, Modified to reflect Taboola as part of The Open Web(1) Daily Active Users measures the 7-day average number of users  exposed to Taboola recommendations  1  17 
 

 Taboola has its own 1st party cookie - recommending personalized editorial content enables serving our own 1st party identifierUnique readership context - deep access to the context of the page, allowing advertisers to target context (vs. “3rd party cookie behavior”)People click on Taboola recommendations tens of billions of times a year1 - re-hashing Taboola identifier across websites  TABOOLA TECH IS BUILT FOR A COOKIE-LESS WORLD    Yield  Taboola’s strong yield performance despite 3rd party cookies being blocked in the industry for years:Apple started blocking 3rd party cookies in 2017Firefox, Edge, etc are also blocking 3rd party cookiesGDPR launched in 2018CCPA launched in 2019  18  2  (1) Source: Company data. Clicks represent total clicks on Taboola recommendations, including paid advertisements (“sponsored content”) and editorial ("organic") content 
 

 SCALE MATTERS IN OUR INDUSTRY - GROWTH WITH A BUILT-IN NETWORK EFFECT    3          More Publisher Partners  More Users ReachedMore Data Generated  More AdvertisersMore Successful  Higher Yield(Better Results for Advertisersand Publishers)                                  19 
 

 PLATFORM ADVANTAGE DRIVEN BY INVESTMENT IN TECH    500 R&D staff100 in Algo & Data$100M Annual R&D Investment  20  4  Source: Company data, 2021 estimates 20 
 

 RECOMMENDING ANYTHING, ANYWHEREA MULTI BILLION DOLLAR OPPORTUNITY    Core Business  $1B+ in 2020 & Growing Rapidly2      A N Y T H I N G      $10M’s in 20203    $10M’s in 20201  New products and segments  (TV ads, eCommerce, app downloads, gaming...)  A N Y W H E R ETaboola News (mobile carriers, device manufacturers, CTV...)      5  Note: Financial models take into consideration only the core business  This Game Will Keep You Up All Night!Good Game | Sponsored  (1)(2)(3)Source: Company data, Revenues21 
 

 FAST GROWING PREMIUM VIDEO DEMAND ON PREMIUM PLACEMENTS  5    2016  Acquired ConvertMedia$20MAnnual Run Rate(Revenues)    2020  $90M+  Technology Integration & Go-To-Market  2222  MID ARTICLE VIDEO     
 

 PROVEN, FOUNDER-LED MANAGEMENT TEAM  6                  Kristy Sundjaja1 year at TaboolaSVP, People Operations          Ran Buck7 years at TaboolaSVP, Global Revenue                Aviv Sinai13 years at TaboolaSVP, R&D    Adam Singolda13 years at TaboolaFounder & CEO          Eldad Maniv8 years at TaboolaPresident & COO          Stephen Walker 6 years at Taboola CFO  23  Lior Golan11 years at TaboolaCTO 
 

 Q2 RESULTS  Strong Q2-21 Results.Driven by revenue growth from new and existing digital property partners and improved network yield relative to historic seasonal expectations  Unaudited results for Three Months Ended June 30, 2021As published in Taboola’s first quarter 2021 earnings releaseNon-GAAP measure, see appendix for reconciliation to GAAP  24    Unaudited  Previous  Revenues  Q2-211$329M  Guidance2$315 - 320M  Gross Profit  $100M  $88 - 95M  ex-TAC Gross Profit3  $117M  $108 - 113M  Adj EBITDA3  $41M  $34 - 36M 
 

 UPDATED FULL YEAR 2021 GUIDANCE  INCREASED GUIDANCE ACROSS ALL MEASURES(1) Non-GAAP measures, see appendix for reconciliation to GAAP  25  RevenuesGross Profitex-TAC Gross Profit1 Adj. EBITDA1  2 0 2 0    2021 GUIDANCE    GROWTH RATE  $1,189M    $1,316-1,323M    10-11%  $319M    $390-396M    22-24%  $382M    $468-472M    22-23%  $106M    $150-153M    41-44% 
 

 AGENDA  26  Taboola OverviewInvestment HighlightsTaboola + Connexity = Even StrongerFinancial Information 
 

 Merchants              CONNEXITY IS ONE OF THE LARGESTOPEN WEB E-COMMERCE MEDIA PLATFORMS  Open Web($35B US TAM1)Walled Gardens  27  (1) Source: eMarketer, “Digital Ad Spending, By Industry, US” Note: Illustrative diagrams, not to scale. 
 

 HOW CONNEXITY DRIVES SHOPPERS TO MERCHANTS IN THE OPEN WEB        Merchants        Open Web ($35B TAM)            Audience ExtensionSearch  Social  25%1  Publishers Solutions75%1Shopping SiteProducts on Editorial Content  1 Percentage of Revenue in 2020.  28 
 

 CONNEXITY FOR PUBLISHERS  Products on Editorial Content  Shopping Site  29 
 

 CONNEXITY BY THE NUMBERS1 -POWERING E-COMMERCE IN THE OPEN WEB AT SCALE    At Impressive Scale:1,600+ direct merchant relationships 750M product offerings (SKUs) 1M+ monthly transactions6k+ publisher relationships  Strong 2020 Financial Results:1$77M ex-TAC gross profit2$38M Adjusted EBITDA220%+ ex-TAC gross profit growth YoY50%+ "Rule of 50" business: ex-TAC gross profit growth + Adj EBITDA margin2 exceeds 50%  (1)  Connexity company data. Connexity information includes pro forma Skimlinks results for periods prior to its acquisition by Connexity in May 2020. YoY growth represents 2020 compared to 2019.Non-GAAP measures. See appendix for calculation and reconciliation to GAAP. “Adj. EBITDA margin” is Ratio of Adjusted EBITDA to ex-TAC gross profit.  (2)  30 
 

 DIRECT RELATIONSHIP WITH MERCHANTS  90%+ of revenue comes from direct merchants relationships10% from affiliates that Connexity is not directly managing65% of revenue is CPC, 35% is CPA 
 

 PARTNERS AND CLIENTS LOVE CONNEXITY: NDR  32  Merchants12 year average tenure of strategic merchants140% Net Revenue Retention among strategic merchantsTop 10 merchants in 2020 had 88% CAGR in 2017-2020Publishers4.5 year average tenure of top publishers247% Net Revenue Retention among managed service publishers (~65% of net revenue) 
 

 SYNERGIES  Driving yield growth by bringing Connexity Merchants to Taboola’s existing relationships with publishersUpselling Existing Connexity publisher products - shop section and commerce content - to Taboola’s 9,000+ publishersBringing Connexity global by leveraging Taboola’s worldwide presenceCreating a super data set (merge our data) - drive yield growth to Connexity partners, and Taboola’s  +  33 
 

 ADDITION OF E-COMMERCE DATA SIGNALS WILL INCREASE YIELD AND ENHANCE NETWORK EFFECT          More Publisher Partners  More Advertisers  More Users ReachedGenerating more data  Higher Yield(Better Results for Advertisersand Publishers)                                  +1,600 Merchant Advertisers1  34  +1M Monthly Transactions1  +6,0001 publishers with  net new supply  (1)  Connexity company data 
 

 STRONG STRATEGIC RATIONALEBringing e-commerce Recommendations to the Open Web  35  Accelerates Taboola Growth into $35B e-CommerceMedia TAM (US alone)1Adds Direct Relationships with 1,600+ Brand Name Merchants2Leverages contextual signals - not reliant on 3rd party cookiesExpected to increase Yield, make us more competitive (through e-Commerce demand and expanded access to transaction data)Expected to grow revenue to our publishers, bringing even more strategic value as we sign 3, 5+ year exclusive, global partnershipsIncredible culture fit - passion, perseverance, and execution  (1)(2)  Source: eMarketer, ““Digital Ad Spending, By Industry, US” Connexity company data 
 

 AGENDA  36  Taboola OverviewInvestment HighlightsTaboola + Connexity = Even StrongerFinancial Information 
 

   UPSIDE IN OUR MODELGrowth from Core Open Web business onlyConservative growth assumed for existing baseAdditional upside from existing growth initiatives and inorganic  PROFITABLE GROWTHRule of 40 Business  (1),(2),(3) Non-GAAP measure, see appendix for reconciliation to GAAP Note: Projections reflect the mid-point of 2021 guidance  (1)  37  LONG-TERM MODEL20%+ ex-TAC Gross Profit Growth30%+ Ratio of Adjusted EBITDA to ex-TAC Gross Profit  TABOOLA FOCUSES ON PROFITABLE GROWTH1  2  3  ex  2ex-TAC Gross Profit    Ratio of Adjusted EBITDA to ex-TAC Gross Profit 3    1 2  3 
 

 2019 METRICS WERE INFLUENCED BY OUR INVESTMENT STRATEGY  In 2019, Taboola made the decision to invest $60 million in long-term partnerships with a number of very large, brand name publishing networks1            2018A  2019A  2020A  Given that investment, Ratio of Adj. EBITDA to ex-TAC Gross Profit2 was 11.5%...27.8%23.8%  11.5%    Without that investment, Ratio of Adj. EBITDA to ex-TAC Gross Profit would have been 26.4%        2018A  2019A  2020A  27.8%  23.8%  26.4%        In 2020 that investment has paid off as Ratio of Adj. EBITDA to ex-TAC Gross Profit was above 27% - higher than historical trends"Invest” means initial losses on these publisher networks plus management’s estimate of margin lost on other publishers due to lower yields as demand was spread thinner.Non-GAAP measure, see appendix for reconciliation to GAAP  38 
 

   COVID-19 IN 2020 PROVED THE RESILIENCY OF OUR MODEL  Exited 2020 stronger than we entered with sustainably higher profitability  Sustainable yield increase, driving higher margins  Worked with publisher partners to optimize for yieldSigned more advertisers seeking consumers digitallyDramatic improvements in algorithms  Reset cost base  Hiring freeze permanently “right sized” organization (sustainable)Reduced travel, real estate and overhead (partially sustainable)  Relentless Focus on Yields…  … Combined with Historically Low Costs      1.      1.      2.  Yield is a normalized measure of performance that controls for changes due to traffic shifts.Cash Expenses is the difference between Adj. EBITDA and exTAC Gross Profit. 2019 is adjusted to reflect Ratio of Adj. EBITDA to ex-TAC Gross Profit as detailed on the preceding slide.      COVID-19 / Recession Dip  Strong Recovery         Yield1  39  2. 
 

   GROWTH DRIVEN BY CORE OPEN WEB INSTALLED BASE  New Publisher1 ex-TAC Gross Profit  Historically 10-15% new supply growthProjecting similar range going forward  Net Dollar Retention2 Growth Has Two Elements  Improvements in yieldMore supply from existing publishersHistorically 110-120% on average  Continued growth from new supply...  … helps provide fuel for growth from a strong installed base.      1.      2.  (1) New digital property partners within the first 12 months that were live on our network  (2) Net Dollar Retention (ex-TAC Gross Profit) is the net growth of ex-TAC Gross Profit from existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue  generated by them when they are first on-boarded) for the given period divided by the ex-TAC Gross Profit from the same period in the prior-year.  40      2.      1. 
 

 SELECTED NON-GAAP METRICS    23%ex-TAC Gross Profit Growth  32%Ratio of Adj EBITDA to ex-TAC Gross Profit3  43%Adj EBITDA Growth  80%+Adj. Gross Profit Margin4  (1),(2),(3),(4) Adj. EBITDA, ex-TAC Gross Profit, and Ratio of Adj. EBITDA to ex-TAC Gross Profit, and Adj. Gross Proft Margin are Non-GAAP measures, see appendix for reconciliation to GAAP. Adj. Gross Profit Margin is projected to exceed 80% in 2021. Adj. Gross Profit Margin is calculated by dividing Gross profit by ex-TAC Gross Profit.Note: Growth rates reflect 2021 growth over 2020. 2021 projection reflects the mid-point of current company guidance.      ADJ. EBITDA1($ in millions)  ex-TAC Gross Profit2($ in millions)  2020A  2021E  $106M  $382M  $152M  $470M    41 
 

   Thank you.  42 
 

   APPENDIX 
 

 OUR MODEL IN A NUTSHELL  44  Revenue paid by Advertisers, before traffic acquisition costs (TAC) paid to Publishers.Revenue to Taboola after TAC paid to Publishers. Non-GAAP measure, seeappendix for reconciliation to GAAPNon-GAAP measure, see appendix for reconciliation to GAAPNon cash charges, Cash charges excluded from Adjusted EBITDA    44  Model components:    Sample inputs / financials:    Illustrative Taboola economics:    Revenues(1)    $909    $1.00 (100%)    –            Traffic Acq Cost (Value to publishers)    ($627)    ($0.69)    =            ex-TAC Gross Profit(2)    $282    $0.31    –            Cost of Revenues    ($48)    ($0.05)    =            Gross profit    $234    $0.26    –            R&D    ($73)    ($0.08)    –            S&M    ($110)    ($0.12)    –            G&A    ($34)    ($0.04)    =            Operating Income    $17        +            Dep, Amort, Share Based Comp, Other item    $50        =            Adjusted EBITDA(3)    $67                (4)  Change in WC, Other items + PP&E and Capitalized Platform Costs  ($22)    $45  +  =Free Cash Flow(3) 
 

     HISTORICAL & PROJECTED REVENUE & EX-TAC GROSS PROFIT1  45  (1) Non-GAAP measure, see appendix for reconciliation to GAAP  (2) ex-TAC Gross Profit Margin reflects ex-TAC Gross Profit / Revenue, a Non-GAAP measure. See appendix for reconciliation to GAAP Note: 2021 projection reflects the mid-point of current company guidance.  Revenues    ex-TAC Gross Profit  YoY growth ex-TAC rGevroesnsuePrmofaitrgMina2rgin2 
 

 KEY MODEL ASSUMPTIONS    ex-TAC Gross Profit1Historically, Taboola grew 20%+ (CAGR ’17A-’20E)In 2020, Taboola generated $382 million ex-TAC Gross ProfitFor FY2021, the Company currently expects ex-TAC Gross Profit in range of $468 - 472M  ADJUSTED EBITDA2$106 million in 2020 and growing faster than ex-TAC Gross ProfitFor FY2021, the Company currently expects Adjusted EBITDA in range of $150 - 153MRule of 40: ex-TAC growth + Ratio of Adj. EBITDA to ex-TAC Gross Profit3 always above 40%  COST ASSUMPTIONSReturn to “normal” operations and cost basis in H2 2021 (conservative)Two primary costs (headcount and hardware / IT) grow commensurate with revenue growthHigher costs (and lower operating margin) in 2021 driven by transaction related share-based compensation expenses  49  (1),(2),(3) Non-GAAP measures, see appendix for reconciliation to GAAP 
 

 SELECTED GAAP AND NON-GAAP METRICS  Ratio of Adjusted EBITDA to ex-TAC Gross Profit3Return to “normal” operations and cost basis in H1 2021Investing in serving infrastructure and Algo beginning 2021IPO readiness costs added starting 2021  LONG-TERM EX-TAC GROSS PROFIT GROWTHCurrent Model only forecasts growth from Core BusinessIncluding Connexity, in 2022 expect growth of 30%+ on a reported basis and 17%+ on a pro forma basis, above our previous standalone expectation to grow 16% in 2022Long-Term Growth of 20%+ includes core business growth, inorganic and existing growth initiatives  ▪  47  (1),(2),(3) Non-GAAP measure, see appendix for reconciliation to GAAP Note: 2021 projections reflect the midpoint of current company guidance. 
 

 ADJUSTED EBITDA RECONCILIATION  Note: Although we provide guidance for Adjusted EBITDA, we are not able to provide guidance for projected Net income (loss), the most directly comparable GAAP measures. Certain elements of Net income (loss), including share-based compensation expenses, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on Net Income (loss) or to reconcile our Adjusted EBITDA guidance without unreasonable efforts. Consequently, no disclosure of projected Net income (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information.  48 
 

 2021 QUARTERLY RESULTS: ADJUSTED EBITDA RECONCILIATION  1A substantial majority is Share-based compensation expenses related to going public.2 Relates to the acquisition of ION Acquisition Corp. 1 Ltd. and going public.  12  1  49  2 
 

 EX-TAC GROSS PROFIT RECONCILIATION  Note: 2021 projections reflect the midpoint of current company guidance.  50 
 

 RATIO OF ADJUSTED EBITDA TO EX-TAC GROSS PROFIT RECONCILIATION  51 
 

 EX-TAC GROSS PROFIT MARGIN RECONCILIATION  52 
 

 HISTORICAL & PROJECTED ADJ. GROSS PROFIT MARGIN RECONCILIATION  Note: Adj. Gross Profit Margin is calculated by dividing Gross profit by ex-TAC Gross Profit. 2021 projections reflect midpoint of company’s current guidance. 
 

 HISTORICAL AND PROJECTED FREE CASH FLOW RECONCILIATION  (1) Adj. EBITDA Plus the change in working capital reflects the Net cash provided by operating activities. For estimated periods, Net cash from operating activities assumes 53-57 days payables outstanding and 40-45 days sales outstanding.  2021 Free Cash Flow Reduced by Plan To Invest in Two Areas:Purchase of $30M of servers beyond “normal” levels as part of investment in algorithmic yield improvementsPlan to remodel offices globally for post-COVID work environment  1  54 
 

     CONSOLIDATED BALANCE SHEET      ($ in millions)  As of Dec 31, 2019  As of Dec 31, 2020  Cash, cash equivalents and short-term deposits  $ 116  $ 243  Total Assets  $ 482  $ 580  Total Liabilities & Convertible Shares  $ 475  $ 533  Accumulated Deficit  $ (40)  $ (31)  Additional Paid-in-capital  $ 47  $ 78  Total Shareholders' Equity  $ 7  $ 47  55 
 

 2021 QUARTERLY RESULTS:EX-TAC GROSS PROFIT RECONCILIATION  56 
 

 2021 FULL YEAR GUIDANCE:EX-TAC GROSS PROFIT RECONCILIATION  57