|
•
|
Revenues of $466.4 million, an increase of 9.1%.
|
|
•
|
Gross Profit of $129.6 million, an increase of 8.6%. ex-TAC Gross Profit was $168.1 million, an increase of 10.8%.
|
|
•
|
Net Income was $59.1 million, improved from a Net loss of $8.8 million. Adjusted EBITDA was $26.7 million, down (25.7)%. Adjusted EBITDA margins in the quarter was 15.9%.
|
|
•
|
Cash Flow generated by operating activities was $108.7 million, compared to $48.1 million. Free Cash Flow was $90.3 million, compared to $36.1 million.
|
|
Q2 2026 Guidance
|
|
FY 2026 Guidance
|
|
|
Unaudited
|
|||
|
(dollars in millions)
|
|||
|
Revenues
|
$492 - $505
|
$2,006 - $2,062
|
|
|
Gross profit
|
$147 - $152
|
$610 - $630
|
|
|
ex-TAC Gross Profit*
|
$189 - $194
|
$760 - $781
|
|
|
Adjusted EBITDA*
|
$49 - $55
|
$222 - $240
|
|
|
Non-GAAP Net Income*
|
$36 - $43
|
$167 - $191
|
|
|
•
|
ex-TAC Gross Profit: Gross profit adjusted to add back other cost of
revenues and non-cash amortization of the Commercial agreement asset. We add back the non-cash amortization of the Commercial agreement asset because it is unique primarily due to the issuance of equity rather than cash, such that ex-TAC
Gross Profit includes solely direct cash contribution components.
|
|
•
|
Adjusted EBITDA: Net income (loss) before finance income (expenses), net,
income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and other noteworthy
income and expense items such as M&A costs and restructuring costs which may vary from period-to-period.
|
|
•
|
Adjusted EBITDA margins: The ratio of Adjusted EBITDA to ex-TAC Gross
Profit as Adjusted EBITDA divided by ex-TAC Gross Profit.
|
|
CONSOLIDATED BALANCE SHEETS
|
|
March 31,
|
December 31,
|
|||||||
|
2026
|
2025
|
|||||||
|
Unaudited
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
150,275
|
$
|
120,865
|
||||
|
Trade receivables (net of allowance for credit losses of $15,273 and $13,889 as of March 31, 2026 and
December 31, 2025, respectively) (1)
|
309,909
|
360,166
|
||||||
|
Prepaid expenses and other current assets
|
60,909
|
77,000
|
||||||
|
Total current assets
|
521,093
|
558,031
|
||||||
|
NON-CURRENT ASSETS
|
||||||||
|
Long-term prepaid expenses
|
13,934
|
15,116
|
||||||
|
Commercial agreement asset
|
266,211
|
270,248
|
||||||
|
Restricted deposits
|
1,462
|
1,462
|
||||||
|
Deferred tax assets, net
|
22,239
|
20,624
|
||||||
|
Operating lease right of use assets
|
72,528
|
79,167
|
||||||
|
Property and equipment, net
|
96,185
|
95,335
|
||||||
|
Intangible assets, net
|
5,537
|
13,925
|
||||||
|
Goodwill
|
555,931
|
555,931
|
||||||
|
Total non-current assets
|
1,034,027
|
1,051,808
|
||||||
|
Total assets
|
$
|
1,555,120
|
$
|
1,609,839
|
||||
|
(1)
|
Includes related party trade receivables of $51,313 and $39,210, as of March 31, 2026 and December 31
|
|
CONSOLIDATED BALANCE SHEETS
|
|
March 31,
|
December 31,
|
|||||||
|
2026
|
2025
|
|||||||
|
Unaudited
|
||||||||
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Trade payables (2)
|
$
|
278,147
|
$
|
330,684
|
||||
|
Short-term operating lease liabilities
|
30,652
|
30,408
|
||||||
|
Accrued expenses and other current liabilities
|
152,077
|
159,874
|
||||||
|
Total current liabilities
|
460,876
|
520,966
|
||||||
|
LONG-TERM LIABILITIES
|
||||||||
|
Revolving credit facility
|
66,400
|
102,300
|
||||||
|
Long-term operating lease liabilities
|
54,532
|
61,382
|
||||||
|
Warrants liability
|
105
|
501
|
||||||
|
Deferred tax liabilities, net
|
736
|
628
|
||||||
|
Other long-term liabilities
|
17,141
|
16,867
|
||||||
|
Total long-term liabilities
|
138,914
|
181,678
|
||||||
|
COMMITMENTS AND CONTINGENCIES (Note 10)
|
||||||||
|
SHAREHOLDERS' EQUITY
|
||||||||
|
Ordinary shares with no par value - Authorized: 700,000,000 as of March 31, 2026 and December 31, 2025;
345,272,825 and 341,610,237 shares issued, and 243,107,545 and 246,330,707 shares outstanding as of March 31, 2026 and December 31, 2025, respectively
|
—
|
—
|
||||||
|
Non-voting Ordinary shares with no par value - Authorized: 46,000,000 as of March 31, 2026 and December
31, 2025; 45,198,702 shares issued, and 30,039,644 shares outstanding as of March 31, 2026 and December 31, 2025.
|
—
|
—
|
||||||
|
Treasury Ordinary shares, at cost - 117,324,338 (102,165,280 Ordinary shares and 15,159,058 Non-voting
Ordinary shares) and 110,438,588 (95,279,530 Ordinary shares and 15,159,058 Non-voting Ordinary shares) as of March 31, 2026 and December 31, 2025, respectively
|
(409,284
|
)
|
(385,651
|
)
|
||||
|
Additional paid-in capital
|
1,417,818
|
1,404,248
|
||||||
|
Accumulated other comprehensive income (loss)
|
(334
|
)
|
534
|
|||||
|
Accumulated deficit
|
(52,870
|
)
|
(111,936
|
)
|
||||
|
Total shareholders' equity
|
955,330
|
907,195
|
||||||
|
Total liabilities and shareholders' equity
|
$
|
1,555,120
|
$
|
1,609,839
|
||||
|
CONSOLIDATED STATEMENTS OF LOSS
|
|
Three months ended
March 31,
|
|||||||
|
2026
|
2025
|
||||||
|
Unaudited
|
|||||||
|
Revenues (1)
|
$
|
466,395
|
$
|
427,493
|
|||
|
Cost of revenues:
|
|||||||
|
Traffic acquisition cost (2)
|
302,379
|
279,797
|
|||||
|
Other cost of revenues
|
34,439
|
28,389
|
|||||
|
Total cost of revenues
|
336,818
|
308,186
|
|||||
|
Gross profit
|
129,577
|
119,307
|
|||||
|
Operating expenses:
|
|||||||
|
Research and development, net
|
39,580
|
35,956
|
|||||
|
Sales and marketing
|
72,565
|
65,890
|
|||||
|
General and administrative
|
25,048
|
23,723
|
|||||
|
Other income, net (3)
|
(77,000
|
)
|
0
|
||||
|
Total operating expenses
|
60,193
|
125,569
|
|||||
|
Operating income (loss)
|
69,384
|
(6,262
|
)
|
||||
|
Finance expenses, net (4)
|
(245
|
)
|
(4,500
|
)
|
|||
|
Income (loss) before income taxes
|
69,139
|
(10,762
|
)
|
||||
|
Income tax benefit (expenses)
|
(10,073
|
)
|
2,012
|
||||
|
Net income (loss)
|
$
|
59,066
|
$
|
(8,750
|
)
|
||
|
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic
|
$
|
0.21
|
$
|
(0.03
|
)
|
||
|
Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted
|
$
|
0.20
|
$
|
(0.03
|
)
|
||
|
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and
Non-voting Ordinary shareholders, basic
|
282,244,774
|
341,960,999
|
|||||
|
Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and
Non-voting Ordinary shareholders, diluted
|
288,764,244
|
341,960,999
|
|||||
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
|
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Unaudited
|
||||||||
|
Net income (loss)
|
$
|
59,066
|
$
|
(8,750
|
)
|
|||
|
Other comprehensive loss:
|
||||||||
|
Unrealized losses on derivative instruments, net
|
(868
|
)
|
(1,191
|
)
|
||||
|
Other comprehensive loss
|
(868
|
)
|
(1,191
|
)
|
||||
|
Comprehensive income (loss)
|
$
|
58,198
|
$
|
(9,941
|
)
|
|||
|
SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE
|
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Unaudited
|
||||||||
|
Cost of revenues
|
$
|
739
|
$
|
867
|
||||
|
Research and development, net
|
4,836
|
6,394
|
||||||
|
Sales and marketing
|
4,260
|
4,221
|
||||||
|
General and administrative
|
4,360
|
4,035
|
||||||
|
Total share-based compensation expenses
|
$
|
14,195
|
$
|
15,517
|
||||
|
DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE
|
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Unaudited
|
||||||||
|
Cost of revenues
|
$
|
9,477
|
$
|
8,699
|
||||
|
Research and development, net
|
482
|
531
|
||||||
|
Sales and marketing
|
5,911
|
11,263
|
||||||
|
General and administrative
|
202
|
177
|
||||||
|
Total depreciation and amortization expense
|
$
|
16,072
|
$
|
20,670
|
||||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
|
U.S. dollars in thousands
|
||||||||
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
Unaudited
|
||||||||
|
Cash flows from operating activities
|
||||||||
|
Net income (loss)
|
$
|
59,066
|
$
|
(8,750
|
)
|
|||
|
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
|
||||||||
|
Depreciation, amortization and write-offs
|
16,072
|
20,682
|
||||||
|
Share-based compensation expenses
|
14,195
|
15,517
|
||||||
|
Net loss (gain) from financing expenses
|
209
|
(1,038
|
)
|
|||||
|
Revaluation of the Warrants liability
|
(396
|
)
|
(1,726
|
)
|
||||
|
Amortization of loan and credit facility issuance costs
|
184
|
413
|
||||||
|
Loss on extinguishment of debt
|
—
|
6,597
|
||||||
|
Commercial agreement asset amortization
|
4,037
|
4,037
|
||||||
|
Change in operating assets and liabilities:
|
||||||||
|
Decrease in trade receivables, net (1)
|
50,257
|
65,196
|
||||||
|
Decrease in prepaid expenses and other current assets and long-term prepaid expenses
|
16,257
|
4,434
|
||||||
|
Decrease in trade payables (2)
|
(42,229
|
)
|
(31,758
|
)
|
||||
|
Decrease in accrued expenses and other current liabilities and other long-term liabilities
|
(7,523
|
)
|
(22,196
|
)
|
||||
|
Increase in deferred taxes, net
|
(1,507
|
)
|
(3,120
|
)
|
||||
|
Change in operating lease right of use assets
|
7,040
|
6,211
|
||||||
|
Change in operating lease liabilities
|
(7,007
|
)
|
(6,388
|
)
|
||||
|
Net cash provided by operating activities
|
108,655
|
48,111
|
||||||
|
Cash flows from investing activities
|
||||||||
|
Purchase of property and equipment
|
(18,374
|
)
|
(12,041
|
)
|
||||
|
Proceeds from maturities of short-term investments
|
—
|
3,780
|
||||||
|
Net cash used in investing activities
|
(18,374
|
)
|
(8,261
|
)
|
||||
|
Cash flows from financing activities
|
||||||||
|
Issuance costs
|
—
|
(663
|
)
|
|||||
|
Exercise of options
|
997
|
705
|
||||||
|
Payment of tax withholding for share-based compensation expenses
|
(2,575
|
)
|
(842
|
)
|
||||
|
Repurchase of Ordinary shares and non-voting Ordinary shares
|
(22,691
|
)
|
(49,342
|
)
|
||||
|
Payments on account of repurchase of Ordinary shares
|
(493
|
)
|
(2,355
|
)
|
||||
|
Repayment of long-term loan
|
—
|
(122,736,000
|
)
|
|||||
|
Proceeds from revolving credit line, net of issuance costs
|
—
|
123,985
|
||||||
|
Additional proceeds from revolving credit line
|
109,000
|
—
|
||||||
|
Repayment of revolving credit line
|
(144,900
|
)
|
—
|
|||||
|
Net cash used in financing activities
|
(60,662
|
)
|
(51,248
|
)
|
||||
|
Exchange rate differences on balances of cash and cash equivalents
|
(209
|
)
|
1,038
|
|||||
|
Increase (decrease) in cash and cash equivalents
|
29,410
|
(10,360
|
)
|
|||||
|
Cash and cash equivalents - at the beginning of the period
|
120,865
|
226,583
|
||||||
|
Cash and cash equivalents - at end of the period
|
$
|
150,275
|
$
|
216,223
|
||||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Three months ended
March 31,
|
||||||||
|
|
2026
|
2025
|
||||||
|
|
Unaudited
|
|||||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid during the year for:
|
||||||||
|
Income taxes
|
$
|
2,595
|
$
|
3,764
|
||||
|
Interest
|
$
|
1,491
|
$
|
2,189
|
||||
|
Non-cash investing and financing activities:
|
||||||||
|
Purchase of property and equipment
|
$
|
617
|
$
|
1,895
|
||||
|
Share-based compensation included in capitalized internal-use software
|
$
|
468
|
$
|
279
|
||||
|
Exercise of options
|
$
|
485
|
$
|
92
|
||||
|
Creation and modification of operating lease right-of-use assets and operating lease liability
|
$
|
401
|
$
|
28,922
|
||||
|
Three months ended
March 31,
|
|||||||
|
2026
|
2025
|
||||||
|
(dollars in thousands)
|
|||||||
|
Revenues
|
$
|
466,395
|
$
|
427,493
|
|||
|
Traffic acquisition cost (1)
|
302,379
|
279,797
|
|||||
|
Other cost of revenues
|
34,439
|
28,389
|
|||||
|
Gross profit
|
$
|
129,577
|
$
|
119,307
|
|||
|
Add back: Other cost of revenues (1)
|
38,476
|
32,426
|
|||||
|
ex-TAC Gross Profit
|
$
|
168,053
|
$
|
151,733
|
|||
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(dollars in thousands)
|
||||||||
|
Net income (loss)
|
$
|
59,066
|
$
|
(8,750
|
) | |||
|
Adjusted to exclude the following:
|
|
|
||||||
|
Finance expenses, net
|
245
|
4,500
|
||||||
|
Income tax expenses (benefit)
|
10,073
|
(2,012
|
)
|
|||||
|
Depreciation and amortization (1)
|
20,109
|
24,707
|
||||||
|
Share-based compensation expenses
|
14,195
|
15,518
|
||||||
|
Settlement income, net (2)
|
(77,000
|
)
|
—
|
|||||
|
Other costs (3)
|
—
|
1,972
|
||||||
|
Adjusted EBITDA
|
$
|
26,688
|
$
|
35,935
|
||||
|
(1)
|
The three months ended March 31, 2026 and 2025 included $4,037 amortization expense of the non-cash based Commercial agreement asset. See
Note 1b and Note 2 of Notes to the Unaudited Consolidated Interim Financial Statements.
|
|
(2)
|
The three months ended March 31, 2026 included a pre-tax income of approximately $77,000, net of legal fees and other related expenses
related to a binding settlement agreement regarding a legal matter in which the Company acted as the plaintiff.
|
|
(3)
|
The three months ended March 31, 2025 included $1,972 in professional and legal expenses related to a litigation matter in which the
Company is the plaintiff and is not related to our ongoing business operations.
|
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(dollars in thousands)
|
||||||||
|
Net income (loss)
|
$
|
59,066
|
$
|
(8,750
|
)
|
|||
|
Amortization of acquired intangibles (1)
|
12,425
|
17,783
|
||||||
|
Share-based compensation expenses
|
14,195
|
15,518
|
||||||
|
Settlement income, net (2)
|
(77,000
|
)
|
—
|
|||||
|
Other costs (3)
|
—
|
1,972
|
||||||
|
Revaluation of Warrants
|
(396
|
)
|
(1,726
|
)
|
||||
|
Foreign currency exchange rate losses (4)
|
(681
|
)
|
(1,524
|
)
|
||||
|
Income tax effects
|
9,586
|
(4,870
|
)
|
|||||
|
Loss on extinguishment of debt (5)
|
—
|
6,597
|
||||||
|
Non-GAAP Net Income
|
$
|
17,195
|
$
|
25,000
|
||||
|
(1)
|
The three months ended March 31, 2026 and 2025 included $4,037 amortization expense of the non-cash based Commercial agreement asset. See Note 1b and Note 2 of Notes to the Unaudited Consolidated Interim
Financial Statements.
|
|
(2)
|
The three months ended March 31, 2026 included a pre-tax income of approximately $77,000, net of legal fees and other related expenses
related to a binding settlement agreement regarding a legal matter in which the Company acted as the plaintiff.
|
|
(3)
|
The three months ended March 31, 2025 included $1,972 in professional and legal expenses related to a litigation matter in which the
Company is the plaintiff and is not related to our ongoing business operations.
|
|
(4)
|
Represents foreign currency exchange rate gains or losses related to the remeasurement of monetary assets and liabilities to the Company’s
functional currency using exchange rates in effect at the end of the reporting period.
|
|
(5)
|
See Note 7 of Notes to the Unaudited Consolidated Interim Financial Statements.
|
|
Three months ended
March 31,
|
||||||||
|
2026
|
2025
|
|||||||
|
(dollars in thousands)
|
||||||||
|
Net cash provided by operating activities
|
$
|
108,655
|
$
|
48,111
|
||||
|
Purchases of property and equipment, including capitalized internal-use software
|
(18,374
|
)
|
(12,041
|
)
|
||||
|
Free Cash Flow
|
$
|
90,281
|
$
|
36,070
|
||||
|
Q2 2026 Guidance
|
|
FY 2026 Guidance
|
|
|
Unaudited
|
|||
|
(dollars in millions)
|
|||
|
Revenues
|
$492 - $505
|
$2,006 - $2,062
|
|
|
Traffic acquisition cost
|
($307) - ($315)
|
($1,262) - ($1,297)
|
|
|
Other cost of revenues
|
($38) - ($38)
|
($134) - ($135)
|
|
|
Gross profit
|
$147 - $152
|
$610 - $630
|
|
|
Add back: Other cost of revenues & amortization
|
($42) - ($42)
|
|
($150) - ($151)
|
|
ex-TAC Gross Profit
|
$189 - $194
|
|
$760 - $781
|