Taboola (the "Company") may, in this communication, make certain statements that are not historical facts and relate to analysis or other information which are based on forecasts or future or results. Examples of such forward-looking statements
include, but are not limited to, statements regarding the timing and impact of the pending acquisition of Connexity, future prospects, product development and business strategies and our projections for future periods. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements but are not the exclusive means for identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and there are risks that the predictions, forecasts, projections and other
forward-looking statements will not be achieved. You should understand that a number of factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements, including the risks set forth under "Risk Factors" in our Registration Statement on Form F-4 and our other SEC filings. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak
only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Non-GAAP Financial Measures and Combined Financial Measures; Certain Limitations on Financial Information
This release sets forth certain combined financial information for Taboola and Connexity. Connexity financial information reflects its historical results combined (on a simple summation basis) with the results of Skimlinks for periods prior to May 2020, when it acquired Skimlinks. Such financial information is a simple summation of results for Taboola and Connexity, and does not reflect pro forma financial results pursuant to Article 11 of Regulation S-X. Such pro forma financial
results could differ materially from that set forth above.
Historical financial information for Connexity presented in this report has not been audited or reviewed by Connexity's independent auditor. The Connexity financial information for 2019 and 2020 is derived in part from their audited financial statements and then combined with financial information for Skimlinks for all periods prior to its acquisition by Connexity in May 2020. The Skimlinks financial information contained in the combined presentation is derived from its unaudited
Following the acquisition, accounting and audit procedures could identify adjustments to Connexity and/or Skimlinks historical financial information which could be material. In addition, Skimlinks reports substantially all of its revenue on a net
basis after TAC, while the Connexity legacy business reports on a gross revenue basis. We have not yet determined whether we would make any changes to their accounting policies upon acquisition; any such change could change reported revenues for Connexity and could be material Accordingly, investors should be cautious in the reliance placed on such information.
As a private company, Connexity is not subject to the public company accounting standards and Securities and Exchange Commission accounting requirements that apply to Taboola. For these reasons, the Connexity financial information
contained in this report may not be directly comparable to Taboola's financial information and may be subject to material adjustment following the acquisition. However, Management believes it is important to provide the Connexity financial information to enable Taboola shareholders and others to better understand Connexity's business and the pending business combination.
This presentation includes ex-TAC Gross profit, Adjusted EBITDA, and Ratio of Adjusted EBITDA to ex-TAC Gross profit which are non-GAAP financial measures. 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 revenues, gross profit, net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the company's presentation of these measures may not be comparable to similarly-titled
measures used by other companies.
The company believes non-GAAP financial measures provide useful information to management and investors regarding future financial and business trends relating to the company. The company believes that the use of these measures provides
an additional tool for investors to use in evaluating operating results and trends and in comparing the company's financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non- GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them.