Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | S-1 |
Entity Registrant Name | Innovid Corp. |
Entity Tax Identification Number | 87-3769599 |
Entity Incorporation, State or Country Code | DE |
Entity Central Index Key | 0001835378 |
Entity Address, Address Line One | 30 Irving Place |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10003 |
Local Phone Number | 966-7555 |
City Area Code | 212 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Amendment Flag | false |
Entity Ex Transition Period | false |
Business Contact | |
Document Information [Line Items] | |
Contact Personnel Name | Tanya Andreev-Kaspin |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 156,696,000 | $ 15,645,000 | |
Trade receivables, net (allowance for doubtful accounts of $81 and $121 at December 31, 2021 and 2020, respectively) | 35,422,000 | 34,804,000 | |
Prepaid expenses and other current assets | 3,131,000 | 1,174,000 | |
Total current assets | 195,249,000 | 51,623,000 | |
NON-CURRENT ASSETS: | |||
Long-term deposit | 310,000 | 348,000 | |
Long-term restricted deposits | 462,000 | 447,000 | |
Property and equipment, net | 4,840,000 | 2,325,000 | |
Goodwill | 4,555,000 | 4,555,000 | |
Intangible assets, net | 0 | 33,000 | |
Other non-current assets | 116,000 | 127,000 | |
Total non-current assets | 10,283,000 | 7,835,000 | |
TOTAL ASSETS | 205,532,000 | 59,458,000 | |
CURRENT LIABILITIES: | |||
Trade payables | 5,026,000 | 1,854,000 | |
Employees and payroll accruals | 7,742,000 | 6,506,000 | |
Accrued expenses and other current liabilities | 3,082,000 | 1,155,000 | |
Current portion of long-term debt | 6,000,000 | 1,527,000 | |
Total current liabilities | 21,850,000 | 11,042,000 | |
NON-CURRENT LIABILITIES: | |||
Long-term debt | 0 | 7,506,000 | |
Other non-current liabilities | 3,455,000 | 3,144,000 | |
Warrants liability | 18,972,000 | 499,000 | |
Total non-current liabilities | 22,427,000 | 11,149,000 | |
TOTAL LIABILITIES | 44,277,000 | 22,191,000 | |
COMMITMENTS AND CONTINGENT LIABILITIES (Note 10) | |||
TEMPORARY EQUITY | |||
Preferred stocks - Authorized: 500,000 and 74,236,896 at December 31, 2021 and 2020, respectively; Issued and Outstanding: 0 and 73,690,340 at December 31, 2021 and 2020, respectively | [1] | 0 | 86,997,000 |
STOCKHOLDERS’ EQUITY (DEFICIT): | |||
Common stocks of $0.0001 par value - Authorized: 500,000,000 and 100,634,071 at December 31, 2021 and 2020, respectively; Issued: 119,017,380 and 18,189,937 at December 31, 2021 and 2020, respectively; Outstanding: 119,017,380 and 16,275,609 at December 31, 2021 and 2020, respectively | [1] | 12,000 | 2,000 |
Treasury stocks, at cost (0 and 1,914,328 stocks at December 31, 2021 and 2020) | [1] | 0 | (1,629,000) |
Additional paid-in capital | [1] | 293,719,000 | 10,000 |
Accumulated deficit | (132,476,000) | (48,113,000) | |
Total stockholders’ equity (deficit) | 161,255,000 | (49,730,000) | |
TOTAL LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 205,532,000 | $ 59,458,000 | |
Exchange ratio | 1.337 | ||
[1] | Prior period results have been adjusted to reflect the exchange of Innovid Inc’s common stock for Innovid Corp’s common stock at an exchange ratio of approximately 1.337 as a result of the Transaction. See Note 5, “Transaction and Business Combination” in the notes to the consolidated financial statements for further details. |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade receivables, allowance for doubtful receivables | $ 81 | $ 121 |
Temporary equity authorized (in shares) | 500,000 | 74,236,884 |
Temporary equity issued (in shares) | 0 | 73,690,340 |
Temporary equity outstanding (in shares) | 0 | 73,690,340 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 100,634,071 |
Common stock, shares issued (in shares) | 119,017,380 | 18,189,937 |
Common stock, shares outstanding (in shares) | 119,017,380 | 16,275,609 |
Treasury stock (in shares) | 0 | 1,914,328 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Income Statement [Abstract] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 90,291 | $ 68,801 | $ 56,338 |
Cost of Revenue | 17,785 | 12,365 | 10,583 |
Gross Profit, Total | 72,506 | 56,436 | 45,755 |
Operating Expenses [Abstract] | |||
Research and Development Expense | 24,619 | 18,283 | 14,766 |
Selling and Marketing Expense | 33,056 | 28,810 | 29,409 |
General and Administrative Expense | 20,680 | 8,221 | 7,625 |
Operating Expenses, Total | 78,355 | 55,314 | 51,800 |
Operating Income (Loss), Total | (5,849) | 1,122 | (6,045) |
Interest and Debt Expense | 4,386 | 734 | 387 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | (10,235) | 388 | (6,432) |
Income Tax Expense (Benefit) | (1,237) | (1,200) | (902) |
Net Income (Loss) Attributable to Parent, Total | (11,472) | (812) | (7,334) |
Preferred Stock Redemption Premium | (77,063) | (7,297) | (2,007) |
Net loss attributable to common stockholders, basic | (88,535) | (8,109) | (9,341) |
Net loss attributable to common stockholders, diluted | $ (88,535) | $ (8,109) | $ (9,341) |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Net loss per stock attributable to common stockholders – basic (in dollars per share) | $ / shares | $ (3.31) | $ (0.51) | $ (0.59) |
Net loss per stock attributable to common stockholders – diluted (in dollars per share) | $ / shares | $ (3.31) | $ (0.51) | $ (0.59) |
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, basic (in shares) | shares | 26,745,020 | 16,028,560 | 15,886,958 |
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, diluted (in shares) | shares | 26,745,020 | 16,028,560 | 15,886,958 |
Exchange ratio | 1.337 |
STATEMENTS OF CHANGES IN TEMPOR
STATEMENTS OF CHANGES IN TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common stocks | Treasury stocks | Additional paid-in capital | Retained Earnings [Member] | |
Beginning balance (in shares) at Dec. 31, 2018 | 60,813,980 | |||||
Beginning balance at Dec. 31, 2018 | $ 48,001 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of Series F preferred stocks, net of issuance cost (in shares) | 12,876,360 | |||||
Temporary Equity Issuance of Preferred Stocks, Net of Issuance Cost | $ 29,692 | |||||
Temporary Equity, Accretion to Redemption Value | $ 2,007 | |||||
Ending balance (in shares) at Dec. 31, 2019 | 73,690,340 | |||||
Ending balance at Dec. 31, 2019 | $ 79,700 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 15,754,951 | 1,914,328 | ||||
Balance at Dec. 31, 2018 | (33,923) | $ 2 | $ (1,629) | $ 4,588 | $ (36,884) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred Stock, Accretion of Redemption Discount | (2,007) | (2,007) | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 378 | 378 | ||||
Stock options exercised (in shares) | 214,309 | |||||
Stock Issued During Period, Value, Stock Options Exercised | 99 | 99 | ||||
Net Income (Loss) Attributable to Parent | (7,334) | (7,334) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 15,969,260 | 1,914,328 | ||||
Balance at Dec. 31, 2019 | (42,787) | $ 2 | $ (1,629) | 3,058 | (44,218) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Temporary Equity, Accretion to Redemption Value | $ 7,297 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 73,690,340 | |||||
Ending balance at Dec. 31, 2020 | [1] | $ 86,997 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred Stock, Accretion of Redemption Discount | (7,297) | (4,214) | (3,083) | |||
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | 504 | 504 | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 584 | 584 | ||||
Stock options exercised (in shares) | 306,349 | |||||
Stock Issued During Period, Value, Stock Options Exercised | 78 | 78 | ||||
Net Income (Loss) Attributable to Parent | (812) | (812) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 16,275,609 | 1,914,328 | ||||
Balance at Dec. 31, 2020 | (49,730) | $ 2 | $ (1,629) | 10 | (48,113) | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Temporary Equity, Accretion to Redemption Value | $ 77,063 | |||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (73,690,340) | |||||
Temporary Equity Conversion of Redeemable Convertible Preferred Stock Into Common Stock | $ (164,060) | |||||
Ending balance (in shares) at Dec. 31, 2021 | 0 | |||||
Ending balance at Dec. 31, 2021 | [1] | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Preferred Stock, Accretion of Redemption Discount | (77,063) | (4,172) | (72,891) | |||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 73,690,340 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 164,060 | $ 7 | 164,053 | |||
Reverse recapitalization, net (in shares) | 25,154,340 | (1,914,328) | ||||
Reverse Recapitalization, Value, Net | 126,026 | $ 3 | $ 1,629 | 124,394 | ||
Conversion of Legacy Innovid warrants ( in shares) | 507,994 | |||||
Stock Issued During Period, Value, Conversion of Warrants | 5,080 | 5,080 | ||||
Warrant exercised (in shares) | [2] | 132,392 | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 3,273 | 3,273 | ||||
Stock options exercised (in shares) | 3,256,705 | |||||
Stock Issued During Period, Value, Stock Options Exercised | 1,081 | 1,081 | ||||
Net Income (Loss) Attributable to Parent | (11,472) | (11,472) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 119,017,380 | 0 | ||||
Balance at Dec. 31, 2021 | $ 161,255 | $ 12 | $ 0 | $ 293,719 | $ (132,476) | |
[1] | Prior period results have been adjusted to reflect the exchange of Innovid Inc’s common stock for Innovid Corp’s common stock at an exchange ratio of approximately 1.337 as a result of the Transaction. See Note 5, “Transaction and Business Combination” in the notes to the consolidated financial statements for further details. | |||||
[2] | The warrant was exercised in November 2021 and was net share settled. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ (11,472) | $ (812) | $ (7,334) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | |||
Depreciation, Depletion and Amortization | 661 | 730 | 431 |
Share-based Payment Arrangement, Noncash Expense | 3,273 | 584 | 378 |
Gain (Loss) on Disposition of Property Plant Equipment | 0 | 127 | 0 |
Fair Value Adjustment of Warrants | 762 | 86 | 24 |
Founders Notes Forgiven | 459 | 0 | 0 |
Transaction Costs Allocated to Warrants | 2,750 | 0 | 0 |
Noncash Interest Expense | 0 | 22 | 0 |
Increase (Decrease) in Operating Capital [Abstract] | |||
Increase (Decrease) in Accounts Receivable | (618) | (8,372) | (5,174) |
Increase (Decrease) in Prepaid Expense and Other Assets | (1,823) | 78 | (546) |
Increase (Decrease) in Accounts Payable | 1,500 | (545) | 721 |
Increase (Decrease) in Employee Related Liabilities | 1,236 | 1,914 | 1,579 |
Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities | 851 | 2,029 | 939 |
Net Cash Provided by (Used in) Operating Activities, Total | (2,421) | (4,159) | (8,982) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | |||
Payments to Develop Software | (2,594) | 0 | |
Payments to Acquire Property, Plant, and Equipment | (549) | (1,030) | (1,657) |
Origination of Notes Receivable from Related Parties | (459) | 0 | 0 |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 6 | 0 |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | 0 | (4,232) |
Proceeds From (Payments For) Deposits, Investing Activities | (85) | 76 | (333) |
Net Cash Provided by (Used in) Investing Activities, Total | (3,687) | (948) | (6,222) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | |||
Proceeds From Reverse Recapitalization, Net | 149,252 | 0 | 0 |
Proceeds from Contributed Capital | 0 | 504 | 0 |
Proceeds from Issuance of Preferred Stock and Preference Stock | 0 | 0 | 29,692 |
Proceeds from Issuance of Long-term Debt | 0 | 15,516 | 0 |
Repayments of Long-term Debt | (3,033) | (6,504) | (6,000) |
Repayment of Acquisition Liability | (126) | (592) | 0 |
Proceeds from Stock Options Exercised | 1,081 | 78 | 99 |
Net Cash Provided by (Used in) Financing Activities, Total | 147,174 | 9,002 | 23,791 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect, Total | 141,066 | 3,895 | 8,587 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Beginning Balance | 16,092 | 12,197 | 3,610 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Ending Balance | 157,158 | 16,092 | 12,197 |
Supplemental Cash Flow Information [Abstract] | |||
Income Taxes Paid, Net | 535 | 421 | 208 |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 259 | 272 | 328 |
Non-cash transactions | |||
Conversion of Stock, Amount Converted | 164,060 | 0 | 0 |
Conversion of Legacy Innovid Warrants | 5,080 | 0 | 0 |
Noncash or Part Noncash Acquisition, Value of Liabilities Assumed | 0 | 126 | 718 |
Noncash Preferred Stock, Accretion Of Redemption Value | 77,063 | 7,297 | 2,007 |
Accrued Transaction Cost, Not Yet Paid | 3,185 | 0 | 0 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||
Cash and cash equivalents | 156,696 | 15,645 | 11,641 |
Restricted Cash | 462 | 447 | 416 |
Restricted Cash in Prepaid Expenses and Other Current Assets | 0 | 0 | 140 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total | $ 157,158 | $ 16,092 | $ 12,197 |
OVERVIEW
OVERVIEW | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OVERVIEW | OVERVIEW (a) Description of Business: Innovid Corp. together with its consolidated subsidiaries, the “Company” or “Innovid” is a leading independent software platform that provides ad serving and creative services (together “Advertising Services”) for the creation, delivery, and measurement of TV ads across connected TV (“CTV”), mobile TV and desktop TV environments to advertisers, publishers and media agencies. Innovid Corp. was originally incorporated as ION Acquisition Corp. 2 Ltd. (“ION”), a special purpose acquisition company, in Cayman Islands on November 23, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization or other similar business combination with one or more businesses or entities. On November 30, 2021 ION and Innovid Inc. (“Legacy Innovid”) closed the transaction as described below (the “Transaction”). Through several merges and name change Innovid Corp. was established and continues Legacy Innovid operating activity. On June 24, 2021, ION, entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Inspire Merger Sub 1, Inc., a Delaware corporation and a direct, wholly owned subsidiary of ION (“Merger Sub 1”), Inspire Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of ION (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”), and Legacy Innovid. On November 30, 2021, as contemplated by the Merger Agreement, ION consummated the merger transaction contemplated by the Merger Agreement (the “Closing”), whereby (i) Merger Sub 1 merged with and into Legacy Innovid (the “First Merger”) with Legacy Innovid continuing as the surviving corporation of the First Merger, (ii) immediately following the First Merger, Legacy Innovid merged with and into Merger Sub 2 (the “Second Merger” and together with the First Merger, the “Mergers”) with Merger Sub 2 continuing as the surviving entity of the Second Merger. Immediately following the Second Merger, ION changed its name to “Innovid Corp.” In addition, ION entered into certain subscription agreements (“PIPE Investment”).The Mergers and PIPE Investment are collectively referred to as “the Transaction”. In addition, in connection with the Closing, PIPE investors purchased equity securities of Legacy Innovid Stockholders (the “Secondary Sale Transaction”) for an aggregate purchase price of $68,855 (the “Secondary Sale Amount”). See Note 5 for further details. The Company common stock and warrants commenced trading on the NYSE under the symbols “CTV” and “CTVWS,” respectively, on December 1, 2021. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation: The consolidated financial statements have been prepared in accordance with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets of the Company as of December 31, 2021 and 2020 and the consolidated results of operations and cash flows for the years ended December 31, 2021, 2020 and 2019. (b) Use of estimates: The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The COVID-19 pandemic has created, and may continue to create significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers. Based on public reporting and the Company’s observations, some advertisers in certain industries, such as the automotive industry, decreased and may continue to decrease their short-term advertising spending in light of supply chain disruptions and/or labor shortage they may be experiencing. This in turn could negatively impact the Company’s revenues from such advertisers. The Company has considered the impact of COVID-19 on its estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the period ended December 31, 2021 and 2020. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods. The Company obtained an unsecured loan of $3,516 in April 2020 due to uncertainties related to COVID-19. The loan was obtained through SVB under the PPP Loan pursuant to the CARES Act and Flexibility Act. The Company fully repaid the PPP Loan in June 2021. For more information see Note 9. Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. (c) Functional currency: A majority of the Company’s revenues are generated in US dollars. In addition, a substantial portion of the Company’s costs are incurred in US dollars. The Company’s management believes that the US dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the US dollar. Accordingly, accounts maintained in currencies other than the US dollar are re-measured into US dollars. All translation gains and losses resulting from the re-measurement of monetary assets and liabilities that are not denominated in the functional currency are recorded in Financial expenses, net on the consolidated statements of operations. (d) Cash and cash equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. (e) Restricted deposits and restricted cash: Restricted deposits presented in prepaid expenses and other current assets and in long-term restricted deposits are deposits used as security for the Company’s credit cards and for the rental of premises. As of December 31, 2021 and 2020, the Company’s restricted deposits were in New Israeli Shekels (“NIS”) and bore interest at weighted average interest rates of 0.01% and 0.01%, respectively. Restricted deposits are presented at their cost, including accrued interest. (f) Property and equipment, net: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Lease improvements The shorter of the lease term or the useful life of the asset Software development costs, which are included in property and equipment, net, consists of capitalized costs related to purchase and develop internal-use software. The Company uses it to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Any costs incurred for upgrades and functionality enhancements of the software are also capitalized. Once this software is ready for use in providing the Company's services, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is 3 years. The amortization will be presented within cost of revenues in the consolidated statements of operations. During the year ended December 31, 2021 and 2020, the Company capitalized $2,594 and $0, respectively, in internal-use software cost. (g) Impairment of long-lived assets: Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there are indications of an impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. For the years ended December 31, 2021, 2020 and 2019, no impairments of long-lived assets were recorded. (h) Business combinations: The Company accounts for business combinations by applying the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are expensed as incurred. (i) Goodwill and intangible assets: Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if necessary, goodwill is reassigned using a relative fair value allocation approach. The Company currently has one reporting unit. ASC 350, Intangibles—Goodwill and other (“ASC 350”) requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. The Company operates as one reporting unit. The Company elects to perform an annual impairment test of goodwill as of October 1 of each year, or more frequently if impairment indicators are present. For the years ended December 31, 2021, 2020 and 2019, no impairments of goodwill were recorded. (j) Fair value of financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that 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. The Company’s financial instruments consist of cash and cash equivalents, restricted deposits, trade receivables, net, trade payables, employees and payroll accruals, accrued expenses and other current liabilities and current portion of long term debts. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company measures its investments in money market funds classified as cash equivalents and warrants liability at fair value. The following table present information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Assets: Money market funds $ 4,515 $ — $ — Liabilities: Warrants liability $ 3,510 $ — $ 15,462 December 31, 2020 Level 1 Level 2 Level 3 Assets: Money market funds $ 9,009 $ — $ — Liabilities: Warrants liability $ — $ — $ 499 The change in the fair value of the Level 3 warrant liability is summarized below: December 31, 2021 2020 2019 Beginning of the year $ 499 $ 413 389 Additions * 18,427 — — Change in fair value 1,616 86 24 Conversion of Legacy Innovid Warrants on the Closing of the Transaction (5,080) — — End of the year $ 15,462 $ 499 $ 413 __________________ * Additions during the year ended December 31, 2021 represent Company Warrant liability assumed in the Transaction. See Note 8 for further detail. As of December 31, 2021, the Company’s warrant liability includes warrants that were originally issued in connection with the ION IPO, which were transferred to the Company as part of the Closing. The Company Warrants are recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. With each re-measurement, the valuation will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. ASC 820, Fair Value Measurements, indicates that the fair value should be determined “from the perspective of a market participant that holds the identical item” and “use the quoted price in an active market held by another party, if that price is available.” The Company has determined that the fair value of the Public Warrants at a specific date is determined by the closing price of the Company’s Public Warrants, traded under the symbol “CTVWS” and within Level 1 of the fair value hierarchy. The closing price of the Public Warrants was $1.38 and $1.11 as of November 30, 2021 and December 31, 2021, respectively. The fair value of the Public Warrants was $4,364 and $3,510 as of November 30, 2021 and December 31, 2021, respectively. Gains and losses from the remeasurement of the warrants liability are recognized in finance expenses, net in the consolidated statements of operations. The Private Placement Warrants are classified as Level 3 as of December 31, 2021 and continue to be valued based on a Black-Scholes option pricing model. The fair value of the Private Placement Warrants was $18,427 and $15,462 as of November 30, 2021 and December 31, 2021, respectively. Gains and losses from the remeasurement of the warrants liability are recognized in finance expenses, net in the consolidated statements of operations. The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows: Year ended December 31, November 30, 2021 2021 Risk-free interest rate 1.24 % 1.13 % Expected dividends — % — % Expected term (years) 4.9 5 Expected volatility 55 % 49 % In November 2021, Legacy Innovid warrants were converted into the Company’s common stock in connection with the Closing. As of December 31, 2020, the Legacy Innovid warrants were classified as Level 3 in the fair value hierarchy because some of the inputs used in the valuation (the stock price) were determined based on management’s assumptions. The Company estimated the fair value of the Legacy Innovid warrant liability using the Black-Scholes option pricing model. Gains and losses from the remeasurement of the Legacy Innovid warrant liability were recognized in finance expenses, net in the consolidated statements of operations. As of December 31, 2020 and 2019, the risk free rate used for the valuation of the warrants was 0.1% and 1.2%, and volatility used was 75% and 70%, respectively. The time to liquidation were 1.6 years for warrants related to Series A preferred stocks and 1.5 years related to Series C as of December 31, 2020. The time to liquidation were less than a year for warrants related to Series A preferred stocks and 2.5 years related to Series C as of December 31, 2019. For further information see Note 8. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. (k) Trade receivable, net: The Company records trade receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine the appropriate amount of allowance for doubtful accounts. Trade receivables deemed uncollectible are charged against the allowance for doubtful accounts when identified. (l) Accrued post-employment benefits: i. 401(k) profit sharing plans: The Company has a 401(k) retirement savings plan with a safe harbor employer match with a maximum of 4% employer contribution for its eligible employees in the US. During the years ended December 31, 2021, 2020 and 2019, the Company recorded expenses for matching contributions in the amount of $961, $705 and $569, respectively. ii. Severance pay: The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one-month salary for each year of employment, or a portion thereof. The Israeli Subsidiary’s liability for all of its Israeli employees is covered by the provisions of Section 14 of the Severance Pay Law (“Section 14”). Under Section 14 employees are entitled to monthly deposits, at a rate of 8.33% of their monthly salary, continued on their behalf to their insurance funds. Payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. As a result, the Company does not recognize any liability for severance pay due to these employees and the deposits under Section 14 are not recorded as an asset in the Company’s balance sheets. Severance pay expenses for the years ended December 31, 2021, 2020 and 2019, amounted to approximately $755, $600 and $579, respectively. (m) Income taxes and tax contingencies: Income taxes are computed using a balance sheet approach reflecting both current and deferred taxes. Current and deferred taxes reflect the tax impact of all of the events included in the financial statements. The basic principles employed in the balance sheet approach are to reflect a current tax liability or asset that is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years, a deferred tax liability or asset that is recognized for the estimated future tax effects attributable to temporary differences and carryforwards, the measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law of which the effects of future changes in tax laws or rates are not anticipated, and the measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. There are certain situations in which deferred taxes are not provided. Some basis differences are not temporary differences because their reversals are not expected to result in taxable or deductible amounts. The Company regularly evaluates deferred tax assets for future realization and establishes a valuation allowance to the extent that a portion is not more likely than not to be realized. The Company considers whether it is more likely than not that the deferred tax assets will be realized, including existing cumulative losses in recent years, expectations of future taxable income, carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely on estimates. ASC 740, Income Taxes (“ASC 740”) contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income. On December 20, 2017, Congress passed the “US Tax Act”. The US Tax Act requires complex computations to be performed that were not previously required by US tax law, significant judgments to be made in interpretation of the provisions of the US Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced the Act provides that a person who is a US shareholder of any CFC is required to include its GILTI in gross income for the tax year in a manner generally similar to that for Subpart F inclusions. The term “global intangible low-taxed income” is defined as the excess (if any) of the US shareholder’s net CFC tested income for that tax year, over the US shareholder’s net deemed tangible income return for that tax year. The Company’s policy is to treat GILTI as a period expense in the provision for income taxes. (n) Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, deposits and trade receivables, net. The majority of the Company’s cash and cash equivalents are invested in deposits with major banks in America and Israel. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk. The Company’s trade receivables, net are mainly derived from sales to customers located in the APAC, EMEA, and LATAM. The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. The Company has no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. During the years ended December 31, 2021, 2020 and 2019, two of the Company’s customers accounted for more than 10% of the Company’s total revenues as presented below: Year ended December 31, 2021 2020 2019 Customer A *) *) 11 % Customer B *) 10 % 10 % ___________________ *) less than 10% (o) Stock-based compensation: The Company estimates the fair value of stock-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period. The determination of the fair value of the Company’s stock option awards is based on a variety of factors including Company’s common stock price, risk-free interest rate, expected volatility, expected life of awards and dividend yield. The Company has limited option exercise history and has elected to estimate the expected life of the stock option awards using the “simplified method” with the continued use of this method extended until such time that the Company has sufficient exercise history. The expected volatility of the price of such stocks is based on volatility of similar companies whose stock prices are publicly available over a historical period equivalent to the option’s expected term. The dividend yield is based on the Company’s historical and future expectation of dividends payouts. Historically, the Company has not paid cash dividends. Risk-free interest rates are based on the yield from US Treasury zero-coupon bonds with a term equivalent to the expected term of the options. The Company accounts for forfeitures as they occur. (p) Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. (q) Revenue recognition: The Company generates revenues from providing Advertising Services to advertisers, publishers and media agencies. The services focus on standard, interactive and data driven digital video advertising. The Company’s major revenue streams are ad serving and creative services. Ad serving services relate to utilizing Innovid’s platform to serve advertising impressions to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. Creative services relate to the design and development of interactive data-driven and dynamic ad formats by adding data, interactivity and dynamic features to standard ad units. The Company also provides measurement services which relate to analytics of advertisements and campaigns. The Company recognizes revenue when its customer obtains control of promised services in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative SSP. SSP is determined using adjusted market assessment approach and expected cost plus a margin approach. Revenues related to ad serving services are recognized at a point in time. The Company recognizes revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. Revenues related to creative services are recognized at a point in time, when the Company delivers an ad unit. Creative services projects are usually delivered within a week. Revenues related to measurement services are recognized at a point in time, when the Company delivers the measurement report. The Company’s accounts receivable, consist primarily of receivables related to providing ad serving and creative services, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. The Company typically bills customers on a monthly basis based on actual delivery. The payment terms vary, mainly with terms of 60 days or less. The typical contract term is 12 months or less for ASC 606 purposes. Some of the Company’s contracts can be cancelled without a cause. The Company has the unconditional right to payment for the services provided as of the date of the termination of the contracts. The Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Ad serving services were 93.6%, 96.5% and 96.9% of the Company’s revenues for the years ended December 31, 2021, 2020 and 2019, respectively. Creative services were 4.8%, 2.8% and 2.5% for the years ended December 31, 2021, 2020 and 2019, respectively. Costs to obtain a contract: Contract costs include commission programs to compensate sales employees for generating sales orders with new customers or for new services with existing customers. The commissions are commensurate. The Company elected to apply the practical expedient and recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company did not capitalize any contract costs during the periods ended December 31, 2021, 2020 and 2019, respectively. (r) Cost of revenues: Cost of revenues consists primarily of costs to run the ad serving, creative and measurement services. These costs include hosting fees and personnel costs including stock-based compensation, professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. (s) Research and development: Research and development costs are charged to the statements of comprehensive loss as incurred. ASC 350-40, Internal-Use Software (“ASC 350-40”), requires the capitalization of certain costs incurred only during the application development stage. The Company evaluates periodically research and development costs that may be eligible for capitalization. During the years ended December 31, 2021, 2020 and 2019 the Company capitalized $2,594, $0 and $0, respectively, in internal-use software cost. (t) Sales and marketing: Sales and marketing expenses consist primarily of personnel costs, including stock-based compensation, professional services costs and facility related costs as well as costs related to advertising, product management, promotional materials, public relations, other sales and marketing programs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. (u) General and administrative: General and administrative expenses consist primarily of personnel costs, including stock-based compensation, for executive management, finance, accounting, human capital, legal and other administrative functions as well as professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. (v) Net loss per common stock: The Company computes net loss per stock using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stocks and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its preferred stocks to be participating securities as the holders of the preferred stocks would be entitled to dividends that would be distributed to the holders of common stocks, on a pro-rata basis assuming conversion of all preferred stocks into common stocks. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. The Company’s basic net loss per stock is calculated by dividing net loss attributable to common stockholders and by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per stock is the same as basic net loss per stock in periods when the effects of potentially dilutive stock of common stock are anti-dilutive. All outstanding preferred stocks, warrants and options for the years ended December 31, 2021, 2020 and 2019 have been excluded from the calculati |
PREPAID AND OTHER CURRENT ASSET
PREPAID AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID AND OTHER CURRENT ASSETS | PREPAID AND OTHER CURRENT ASSETS Prepaid and other current assets consist of the following: December 31, 2021 2020 Prepaid expenses $ 2,333 $ 862 Deposits 142 30 Government authorities 153 85 Other current assets 503 197 Total $ 3,131 $ 1,174 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment consist of the following: December 31, 2021 2020 Cost: Software development costs $ 2,594 $ — Computers and peripheral equipment 1,779 1,260 Office furniture and equipment 661 633 Leasehold improvements 2,164 2,162 7,198 4,055 Accumulated depreciation (2,358) (1,730) Depreciated cost $ 4,840 $ 2,325 The depreciation expense for the years ended December 31, 2021, 2020 and 2019 were $628, $531 and $332, respectively. |
TRANSACTION AND BUSINESS COMBIN
TRANSACTION AND BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
TRANSACTION AND BUSINESS COMBINATION | TRANSACTION AND BUSINESS COMBINATION Transaction As discussed in Note 1, on November 30, 2021, the Transaction was closed. The Transaction was accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, ION who was the legal acquirer, was treated as the “acquired” company for accounting purposes and the Transaction was treated as the equivalent of Innovid Corp. issuing stock for the net assets of ION, accompanied by a recapitalization. The net assets of ION are stated at historical cost, with no goodwill or other intangible assets recorded. Upon the Closing of the Transaction, among other things: All outstanding shares of Legacy Innovid common stock, Legacy Innovid redeemable convertible preferred stock (see Note 11), Legacy Innovid Warrants (see Note 8), and Secondary Sale Transaction of 6,885,486 shares to PIPE investors, were exchanged for 93,787,278 shares of common stock in Innovid Corp. Number of shares Legacy Innovid common stock of January 1, 2021 16,275,609 Warrant exercised 132,392 Stock option exercised 3,180,943 Conversion of redeemable convertible preferred stock into common stock 73,690,340 Conversion of Legacy Innovid Warrants 507,994 Exchanged into Innovid Corp. common stock on November 30, 2021 93,787,278 Holders of 19,585,174 shares of ION’s Class A common stock sold in its initial public offering (the “Initial Shares”) exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from ION IPO, which was approximately $10.00 per share, or $195,888 in the aggregate. The remaining shares of ION Class A common stock, including total shares of ION Class B common stock converted to ION Class A common stock immediately prior to the Domestication, were automatically converted to 12,039,826 shares of common stock in Innovid Corp. After giving effect to the Transaction, the redemption of Initial Shares as described above and the consummation of the PIPE Investment, there were 118,941,618 shares of common stock issued and outstanding after the close of the Transaction. Innovid Corp received approximately $149,252 in cash proceeds, net of transaction costs paid. The Company has not paid an accrued liability of $3,185 directly related to the Transaction as of December 31, 2021. The Company incurred transaction costs of $34,345 upon the Closing of the Transaction such as placement, third-party legal, accounting services and other professional services. Upon Closing of the Transaction, these costs were recorded as a reduction to additional paid in capital except for an amount of $2,750, which was expensed as it represented the allocation of the transaction costs associated with the warrants. Transaction costs were allocated to the warrants based on the fair value of the warrants out of the total value of the Transaction. There were also deferred underwriting fees related to ION totaling $6,199 that were paid as part of the closing of the reverse recapitalization. The following table reconciles the elements of the Transaction to the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Temporary Equity and Stockholders’ Equity for the year ended December 31, 2021. Total value Cash - ION trust account and cash, net of redemptions 55,466 Cash - PIPE Investment, net of Secondary Sale Amount of $68,855 131,145 Less: Transaction costs paid ** (31,160) Less: Deferred underwriting fee paid (6,199) Proceeds from reverse recapitalization, net 149,252 Less: Accrued transaction costs not yet paid (3,185) Less: Company Warrant assumed as part of the Transaction (22,791) Plus: Transaction costs allocated to Company Warrant 2,750 Reverse recapitalization, net $ 126,026 __________________ ** Including ION transaction fees and expenses paid in the amount of $26,307 on the Closing of Transaction. The remaining amount paid of $4,853 was related to Legacy Innovid transaction costs. As a result of the Transaction, each share of Legacy Innovid redeemable convertible preferred stock and common stock was converted into the right to receive approximately 1.337 shares of the common stock of the Company. Legacy Innovid has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • Legacy Innovid’s existing equity holders will have the greatest voting interest in the combined entity; • The largest individual minority equity holder of the combined entity is an existing equity holder of Legacy Innovid; • Legacy Innovid’s directors will represent the majority of the Innovid Corp. board of directors; • Legacy Innovid’s senior management will be the senior management of Innovid Corp.; • Legacy Innovid is the larger entity based on historical revenue and has the larger employee base; and • Legacy Innovid's operations prior to the acquisition represent the ongoing operations of the combined entity. The preponderance of evidence as described above is indicative that Legacy Innovid is the accounting acquiror in the Transaction. The consolidated assets, liabilities and results of operations prior to the Transaction are those of Legacy Innovid. The stocks and corresponding capital amounts and losses per stock, prior to the Transaction, have been retroactively restated based on stocks reflecting the exchange ratio established in the Transactions. The equity structure has been recast in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s common stock, $0.0001 par value per share, issued to Legacy Innovid’s stockholders in connection with the Transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Innovid redeemable convertible preferred stock and Legacy Innovid common stock prior to the Transaction have been retroactively recast as shares reflecting the exchange ratio of 1.337 established in the Transaction. Public Warrants and Private Placement Warrants As a result of the Transaction, the Company assumed the outstanding Public Warrants to purchase 3,162,500 shares of the Company’s common stock and the outstanding Private Placement Warrants to purchase 7,060,000 shares of the Company’s common stock. Each whole Warrant entitles the registered holder to purchase one share of the Company’s common stock at a price of $11.50 per share, at any time commencing 30 days after the closing of the Transaction. The warrants expire five years after the completion of the Transaction. Business Combination On September 12, 2019, the Company acquired all of the shares of Dynamo Creative for a total consideration of $5,000. Dynamo Creative provides dynamic creative optimization services to advertisers and media agencies and operates mainly in the LATAM region. The primary reason for the acquisition is access to a highly skilled talent pool. The consideration is to be paid in three installments over a period as follows: (i) $4,250 on the Closing Date, (ii) $250 to be paid within 45 days and (iii) $500 to be paid within 15 months after the Closing Date. As of December 31, 2021, 2020 and 2019, the amounts remaining payable were $0, $126 and $718,respectively. The Company accounted for the transaction using the acquisition method, which requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their respective estimated fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed: Total value Cash and cash equivalents 50 Accounts receivables 417 Other current assets 7 Property and equipment 17 Other non-current assets 39 Total tangible assets 530 Customer relationships 198 Goodwill 4,555 Total assets acquired 5,283 Less: Assumed liabilities (283) Net assets acquired $ 5,000 Goodwill - is attributable to the workforce of the acquired business and cost savings due to lower level of salaries of the acquired business. Goodwill is not deductible for income tax purposes. Transaction costs - the Company incurred total transaction costs of $213 for the acquisition, which are included in general and administrative expenses for the year ended December 31, 2019. Acquisition related costs include legal, accounting and finder’s fees and other costs directly related to the acquisition. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liability consist of the following: December 31, 2021 2020 Accrued expenses $ 2,485 $ 317 Tax payables 39 126 Customer credit 101 118 Accrued lease liability, current portion 420 391 Acquisition liability — 126 Other current liabilities 37 77 Total $ 3,082 $ 1,155 |
OTHER NON-CURRENT LIABILITIES
OTHER NON-CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
OTHER NON-CURRENT LIABILITIES | OTHER NON-CURRENT LIABILITIES Other non-current liabilities consist of the following: December 31, 2021 2020 Accrued lease liability $ 996 $ 1,445 Uncertain tax position 2,459 1,699 Total $ 3,455 $ 3,144 |
WARRANTS LIABILITY
WARRANTS LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
WARRANTS LIABILITY | WARRANTS LIABILITY Legacy Innovid Warrants In connection with a loan and security agreement entered into on June 29, 2010 with SVB, the Company issued warrants to purchase up to 221,521 of the Company’s Series A preferred stocks, $0.001 par value each, in the conversion ratio of 1:1 and at an exercise price of $0.2709 subject to adjustments on the occurrence of stock splits, stock dividends, recapitalization, other dividends or distributions. In the event of an acquisition of the Company in which the sole consideration is cash and/or marketable securities, SVB shall have the right to exercise its conversion or purchase right in respect of the warrants. The agreement was amended on September 21, 2020 with the exercisable period being extended by 18 months until June 29, 2022. In lieu of exercising the warrants, SVB may convert the warrants, in whole or in part, into a number of shares determined by dividing (a) the aggregate fair market value of the shares or other securities issuable upon exercise of the warrants minus the aggregate warrant price of such shares by (b) the fair market value of one share. The loan was fully repaid in 2012. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. In connection with a loan agreement entered into on April 23, 2014 with TriplePoint Capital LLC (“TPC loan agreement”), the Company issued warrants to purchase up to 217,182 of the Company’s Series C preferred stocks, $0.001 par value each, and at an exercise price of $1.001 per stock or lower, subject to the next financing round stock price and provided that in no event shall the exercise price be lower than $0.701. The warrants are exercisable for the later of (i) seven years after date of issuance or (ii) five years of the effective date of the Company’s initial public offering. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. On May 20, 2015 the Company entered into an amendment of the TPC loan agreement. In connection with the amendment, the Company issued warrants to purchase up to 107,843 of the Company’s Series C preferred stocks $0.001 par value each, and at an exercise price of $1.001 per stock or lower subject to the next financing round stock price and provided that in no event shall the exercise price be lower than $0.701. The warrants are exercisable for the later of (i) seven years after date of issuance or (ii) five years of the effective date of the Company’s initial public offering. In the event of an acquisition of the Company in which the sole consideration is cash and/or marketable securities, the Lender shall have the right to exercise its conversion or purchase right in respect of the warrants issued to the TPC. The TPC loan was fully repaid in 2018. The Company has determined that the loan and the warrants are freestanding financial instruments, as they are legally detachable and separately exercisable. The warrants were classified as a liability and were subsequently measured at fair value through earnings pursuant to ASC 480 “Distinguishing Liabilities from Equity”. The loan was accounted for pursuant to ASC 470 “Debt”. In November 2021, the 546,546 Legacy Innovid warrants were converted into the Company’s common stock of 507,994 shares on the Closing of the Transaction. The Legacy Innovid warrants’ fair value remeasurement expenses for the years ended December 31, 2021, 2020 and 2019 were $4,581, $86 and $24, respectively. Company Warrants As of December 31, 2021, the Company had 3,162,500 Public Warrants and 7,060,000 Private Warrants outstanding. Public Warrants Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of the Transaction and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of the Transaction or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Innovid Corp. ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Innovid Corp. ordinary shares issuable upon the exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. The Company has filed with the SEC a registration statement for the registration, under the Securities Act, of the Innovid Corp. ordinary shares issuable upon exercise of the warrants. The registration statement was declared effective on December 30, 2021. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If the Innovid Corp. ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Innovid Corp. ordinary share equals or exceeds $18.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $0.01 per warrant; • upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Innovid Corp. ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise the warrant prior to the scheduled redemption date. However, the price of the Company’s common shares may fall below the $18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalization, reorganization, recapitalization and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued. Redemption of warrants when the price per Innovid Corp. ordinary share equals or exceeds $10.00. Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at a price of $0.10 per warrant; • upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Innovid Corp. ordinary shares; and • if, and only if, the closing price of the Innovid Corp. ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. If the Company calls these Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. In addition, if (x) the Company issues additional Innovid Corp. ordinary shares or Innovid Corp. equity-linked securities for capital raising purposes in connection with the Closing at an issue price or effective issue price of less than $9.20 per Innovid Corp. ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Transaction on the date of the consummation of the Transaction (net of redemptions), and (z) the volume weighted average trading price of its Innovid Corp. ordinary shares during the 10 trading day period starting on the trading day prior to the day on which the Company consummates its Transaction (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent)to be equal to the higher of the Market Value and the Newly Issued Price. Because the above conditions were not met, the exercise price of the warrants was not adjusted upon the Closing of the Transaction. Private Placement Warrants The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the Innovid Corp. ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the Transaction subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchaser or its permitted transferees. The Company evaluated the Company Warrants (Public Warrants and Private Placement Warrants) in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” and concluded that a provision in the Warrant 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 Company Warrants from being accounted for as components of equity. As the warrants do not meet all the requirements for equity classification, the Company Warrants are recorded as liabilities on the Balance Sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, “Fair Value Measurement” with changes in fair value recognized in the Statements of Operations in the period of change. The Company Warrants’ fair value as of the Closing of the Transaction and December 31, 2021 was $22,791 and $18,972, respectively. The unrealized gain from changes in the fair value of the Company Warrants for the year ended December 31, 2021 was $3,819. |
CREDIT LINE AND OTHER BORROWING
CREDIT LINE AND OTHER BORROWINGS | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
CREDIT LINE AND OTHER BORROWINGS | CREDIT LINE AND OTHER BORROWINGS Credit Line: In 2016, the Company entered into additional modifications to the credit line agreement dated 2012 , pursuant to which certain conditions were amended and the Maturity Date had been extended to October 21, 2018 and the line of credit increased from $6,500 to $10,000. On April 7, 2017 the Company utilized $5,000 of the line of credit. The credit installments bear US dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The balance owing as of December 31, 2017 was $5,000. On October 20, 2018, the Company entered into additional modifications to the credit agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 31, 2018. On December 26, 2018, the Company entered into an A&R Agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 26, 2020 and the line of credit was increased from $10,000 to $12,000. On September 1, 2018 the Company utilized an additional $1,000 of the line of credit. The credit installments bear US dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The Maturity Date was December 26, 2020. The balance owing as of December 31, 2018 was $6,000. On November 30, 2019, the Company fully repaid the outstanding balance of the credit line was in the amount of $6,000. During 2020, the Company fully drew down on its $12,000 credit line. As of December 31, 2020, the Company had repaid $6,000, leaving a balance of $6,000. On December 29, 2020, the Company entered into additional modifications to the A&R Agreement, pursuant to which certain conditions were amended and the Maturity Date was extended to December 29, 2022, and the line of credit increased to $15,000. As of December 31, 2021 the outstanding balance of the credit line was in the amount of $6,000. The credit installments bear US dollar denominated interest at an annual rate equal to .75%-1% plus a prime rate on the outstanding principal of each credit installment. The Company was in compliance with all the covenants, primarily maintaining an adjusted quick ratio of at least 1.20:1.00. As defined in the A&R Agreement “adjusted quick ratio” is the ratio of (a) quick assets to (b) current liabilities minus the current portion of deferred revenue. “Quick assets” determines as the Company’s unrestricted cash plus accounts receivable, net, determined according to US GAAP. During the year ended December 31, 2021, the Company continued utilizing $6,000 of a $15,000 credit line which was drawn during 2020. As of December 31, 2021, the covenants under the Agreement were not changed from the amended Agreement. The Company is in compliance with all the covenants. PPP Loan: In April, 2020, the Company obtained an unsecured loan of $3,516 through SVB under the PPP Loan. In May, 2020, the Company entered into the Grant Agreement with SSIG to receive $504 from SSIG, a related party of one of the Company’s investors, for the purpose of a partial repayment of the PPP Loan. For further information see Note 14. In June, 2021, the Company repaid the outstanding balance of the PPP Loan of $3,012. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES (a) Lease commitments: The Company leases office space and motor vehicles, which expire on various dates, the latest of which is in 2025. Future minimum lease commitments under non-cancelable operating leases as of December 31, 2021, are as follows: Year ended December 31, Rental of premises Lease of motor vehicles 2022 $ 2,486 $ 8 2023 1,844 — 2024 826 — 2025 770 — Total $ 5,926 $ 8 Operating lease expenses for the years ended December 31, 2021, 2020 and 2019 were $2,072, $2,215 and $2,474, respectively. (b) Pledges and bank guarantees: 1. In conjunction with the Agreement and its amendments (see Note 9), Innovid pledged 65,000 common stocks of its Israeli Subsidiary, NIS 0.01 par value each. 2. The Israeli Subsidiary pledged bank deposits in an aggregate amount of $859 in connection with an office rent agreement and credit cards. 3. Innovid Inc. obtained bank guarantees in an aggregate amount of $231 in connection with its office lease agreements. |
TEMPORARY EQUITY AND STOCKHOLDE
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT | TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT Preferred stocks (temporary equity): As of December 31, 2021, no shares of preferred stock have been issued or are outstanding as all preferred stock were converted to common stock upon the Closing of the Transaction. In addition, the Company’s Certificate of Incorporation authorized the issuance of 500,000 shares of preferred stock, par value $0.0001 per share. The Certificate of Incorporation authorizes the Board to establish one or more series of preferred stock. Unless required by law or any stock exchange, the authorized shares of preferred stock will be available for issuance without further action by the holders of our common stock. The Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, Redemption privileges and liquidation preferences, of each series of preferred stock. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on our common stock, diluting the voting power of our common stock or subordinating the liquidation rights of our common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock. At present, the Company has no plans to issue any preferred stock. As of December 31, 2020, the Company had the following preferred stock on the Balance Sheet: Authorized Issued and outstanding Carrying Value Liquidation Preference/Redemption Value December 31, December 31, December 31, December 31, 2020 2020 2020 2020 Series A preferred stocks 11,296,649 11,075,128 2,988,788 3,000,000 Series A-1 preferred stocks 2,124,239 2,124,239 986,529 1,000,000 Series B preferred stocks 4,149,641 4,149,641 1,500,000 1,500,000 Series B-1 preferred stocks 2,124,241 2,124,241 1,000,000 1,000,000 Series B-2 preferred stocks 14,523,750 14,523,750 6,971,930 7,000,000 Series C preferred stocks 11,438,289 11,113,266 9,445,233 9,500,002 Series D preferred stocks 7,376,285 7,376,285 9,972,537 10,000,001 Series E preferred stocks 8,327,431 8,327,431 15,000,000 15,000,000 Series F preferred stocks 12,876,359 12,876,359 39,131,983 39,131,983 Total 74,236,884 73,690,340 $ 86,997,000 $ 87,131,986 Preferred A, A-1, B, B-1, B-2, C, D, E and F stocks have all rights as common stocks. In addition, they have rights of conversion into common stocks and preference in liquidation event. On January 7, 2019, the Company issued 12,876,359 Series F preferred stocks in a par value of $0.001, resulting in $29,692 of equity investments, net of issuance cost. Prior to the Closing of the Transaction, the Company’s preferred stock was classified as temporary equity in the accompanying consolidated balance sheets in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities whose redemption is based upon certain change in control events outside of the Company’s control, including liquidation, sale or change of control of the Company. Upon the Closing of the Transaction, the 73,690,340 outstanding shares of preferred stock (before exchange ratio adjustment) were converted into 73,690,340 shares of the common stock of the Company. The rights, preferences, and privileges of preferred stock were as follows: Voting Rights Each share of the preferred stocks shall entitle the holder to the number of votes equal to the number of shares of common stocks into which such shares of preferred stocks could be converted. Until an initial public offering, written consent, or affirmative vote of the Series F majority, will be required for certain transactions by the Company, as mentioned in the Certificate of Incorporation. Dividend Rights Holders of preferred stocks shall be entitled to receive, when and if declared by the Board of Directors, out of any assets legally available, non-cumulative dividends in an amount equal to the original issuance price per share. Preferred Stockholders are entitled to receive preference in terms of dividend distributions. Dividends for preferred stocks shall be distributed in the sequence listed below: a. Series F preferred stocks b. Series E preferred stocks c. Junior preferred stocks i.e. all preferred stocks other than Series F and E preferred stock. These rank on an equal footing as and senior to the common stock and any other capital stock of the Company that is junior to the junior preferred stocks, as to dividends. d. After all dividend preferences have been paid in full upon the shares of preferred stocks, any remaining dividends declared will be distributed to the holders of common stocks and preferred stocks, pro rata in proportion to the number of shares of common stocks held by each such holder on an as-if converted to common stock basis. No dividends have been declared to date as of the Closing of the Transaction, on which date all outstanding shares of preferred stock were converted into common stock of the Company. Liquidation Preference In the event of any liquidation event where liquidation event means liquidation, bankruptcy, dissolution, reorganization or winding up of the Company, either voluntary or involuntary, or any deemed liquidation event (including change in control), all of the holders of preferred stocks shall be entitled to receive, each with respect to its original issue price, an amount per share in accordance with the priorities and liquidation preferences as follows: 1. First, the holders of shares of Series F preferred stock shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and the other holders of preferred stock, by reason of their ownership thereof, the Series F liquidation preference. 2. Second, the holders of shares of Series E preferred stock shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock and the other holders of preferred stock other than Series F preferred stock. 3. Third, the holders of shares of all other preferred stock, shall be entitled to receive pro-rata, on a pari passu basis with each other, and prior and in preference to any distribution of any of the assets of the Company to the holders of common stock. If upon the occurrence of a liquidation event, the assets to be distributed among the holders of any class of preferred stocks are insufficient to permit the payment to such holders of their full preferred preference, then the entire assets of the Company legally available for distribution will be distributed ratably among the holders of that class of preferred stocks in proportion to the preferential amounts such holders are entitled to receive. Conversion Rights Each share of preferred stocks will be convertible, without payment of additional consideration at the option of the holder thereof, at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of common stocks at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of common stock according to a conversion ratio which is determined by dividing the original issue price (in effect on the date the certificate is surrendered for conversion) by the conversion price. The conversion price per share for shares of preferred stocks shall initially be equal to the original issue price, however, it shall be subject to adjustments pertaining to (i) certain splits and combinations (ii) other distributions (iii) recapitalizations, and (iv) adjustments for dilutive issues. Each share of preferred stocks would automatically be converted into shares of common stocks at the conversion ratio upon the earlier of (i) the closing of an IPO with gross proceeds for the Company and any other participants in such IPO of at least $60,000 and a price per share reflecting an equity value of the Company of $500,000 or more and that is underwritten by an investment bank acceptable to a majority of the outstanding shares of Series F preferred stocks; or (ii) a resolution approved by holders of at least a majority of the voting power underlying the Company’s issued and outstanding shares of preferred stocks and a majority of the outstanding shares of Series F preferred stocks. Upon the Closing of the Transaction, the 73,690,340 outstanding shares of preferred stock were converted into 73,690,340 shares of the common stock of the Company. Redemption Rights Series F Preferred stock : At the election of Series F preferred stocks majority, within the five year anniversary of the Series F preferred stocks original issue date or upon occurrence of a liquidation event, each of the Series F preferred stocks unit will be subject to redemption at a price per unit equal to the greater of (i) the Series F liquidation preference and (ii) the fair market value of a single share of Series F preferred stocks (or common stocks, as applicable) as of the Series F redemption date. If the Company does not have sufficient funds legally available to redeem all shares of Series F preferred stocks and of any other class or series of stock to be redeemed, the Company will first redeem all shares of Series F Preferred stock and then redeem a pro rata portion of each other holder’s shares of such stock. As of Closing of the Transaction and December 31, 2020, the Series F redemption value was $116,195 and $39,132, respectively. Series E Preferred stock : At the election of Series E preferred stocks majority, and subject to the prior payment in full due to the holders of shares of Series F preferred stocks, shares of Series E preferred stocks will be redeemed by the Company at a price equal to the Series E original issue price per share, plus all declared but unpaid dividends thereon in three annual installments commencing at any time on or after the six year anniversary of the Series F preferred stocks original issue date. As of Closing of the Transaction and December 31, 2020 the Series E redemption value was $15,000. Balance Sheet Classification and Measurement Series F preferred stocks are redeemable at the election of the holders within the five-year anniversary of the original issue date; thus, the Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. Since redemption is probable, the Company recognized changes in the redemption value immediately as they occur and adjust the carrying amount of the Series F preferred stocks to equal the redemption value at the end of each reporting period. For the year ended December 31, 2021, 2020 and 2019, the Company recorded adjustments of $77,063, $7,297 and $1,835, respectively. The 2020 and 2021 adjustments were charged against additional paid in capital and accumulated deficit, since the Company does not believe additional paid in capital can be recorded as a negative amount. As there are no retained earnings, the 2019 adjustment was charged against additional paid in capital. Series E preferred stocks are redeemable at the election of the holders if Series F preferred stock will be redeemed; thus, the Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. Since redemption is probable, the Company recognized changes in the redemption value immediately as they occur and adjusted the carrying amount of the Series E preferred stocks to equal the redemption value at the end of each reporting period. The Company did not record any adjustment for the year ended December 31, 2021 and 2020. For the year ended December 31, 2019, the Company recorded an adjustment of $172. As there are no retained earnings, the 2019 adjustment was charged against additional paid in capital. All other classes of preferred stocks are redeemable in a deemed liquidation event, which is not under the control of the Company; thus, the Company classified the stock outside permanent equity pursuant to ASC 480-10-S99. As of the Closing of the Transaction and December 31, 2020, the Company did not adjust the carrying values of the stock to the deemed liquidation values of such shares since a deemed liquidation event was not probable. Stockholders’ equity/ (deficit): Authorized Issued Outstanding December 31, December 31, December 31, 2021 2020 2021 2020 2021 2020 Stocks of $0.0001, par value each: Common stocks 500,000,000 100,634,071 119,017,380 18,189,937 119,017,380 16,275,609 The shares of the Company’s common stock, prior to the Transaction (as defined in Note 1) have been retrospectively adjusted to reflect the exchange ratio of 1.337 established in the Transaction as described in Note 5. i. Common stocks: The rights and privileges of the common stocks are as follows: Voting Rights The holders of the common stocks are entitled to one vote for each share of common stocks. Dividend Rights Subject to preferences that may be applicable to dividends of any outstanding preferred stocks, dividends may be paid on the common stocks as and when declared by the Board of Directors. Such dividends will be distributed among the holders of common stocks pro rata in proportion of the number of common stocks held by each. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of the Company common stock are entitled to share ratably in all assets remaining after payment of the Company’s debts and other liabilities, subject to prior distribution rights of the Company preferred stock or any class or series of stock having a preference over the Company common stock, then outstanding, if any. Redemption Rights The common stocks are not redeemable. The Company has reserved the following shares of common stock for issuance: December 31, 2021 2020 Options outstanding 11,302,275 13,204,528 Options available for future option grants 208,704 1,548,562 Total 11,510,979 14,753,090 Options outstanding and options available for future option grants have been retroactively adjusted to give effect to the exchange ratio. ii. Treasury stocks: On December 10, 2012, the Company purchased 1,914,328 common stocks of $0.001 par value each, for a total consideration of $1,629. The treasury stocks were cancelled upon the Closing of the Transaction. iii. Equity classified warrants: The Company issued 133,725 warrants to American Friends of Tmura, Inc. (the “Holder”) on February 25, 2010 to purchase an aggregate of 133,725 shares of the Company’s common stock, $0.001 par value each, with an exercise price of $0.07 which is subject to an adjustment on the occurrence of certain events. The warrants are exercisable until March 1, 2029. In lieu of exercising the warrants, the Holder may convert the warrants, in whole or in part, into a number of shares determined by dividing (a) the aggregate fair market value of the shares or other securities issuable upon exercise of the warrants minus the aggregate warrant price of such shares by (b) the fair market value of one share. The warrants were recorded within equity based on their fair value on the date of issuance. These warrants are not remeasured. All equity classified warrants were exercised in November 2021 on a non-cash basis. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Legacy Innovid Stock Option Plan Under the Legacy Plan , options may be granted to officers, directors, employees and non-employee consultants of the Company. Each option granted under the Plan expires no later than 10 years from the date of grant. The options vest usually over four years from commencement of employment or services. Any options, which are forfeited or not exercised before expiration, become available for future grants. From and after the effectiveness of the Innovid Corp. Incentive Plan (as disclosed in detail below), no additional awards will be granted under the Legacy Plan. Upon the effectiveness of the Transaction, all outstanding stock options under the Legacy Plan, whether vested or unvested, were converted into options to purchase a number of shares of common stock of the Company. Awards previously granted under the Legacy Plan will continue to be subject to the provisions thereof. The Innovid Corp. Incentive Plan At the Special Meeting., the ION shareholders approved the Innovid Corp. Incentive Plan, and it became effective on November 30 ,2021. The purpose of the Innovid Corp. Incentive Plan are to attract, retain and motivate officers and key employees (including prospective employees), directors, consultants and others who may perform services for the Company to compensate them for their contributions to the long-term growth and profits of the Company and to encourage them to acquire a proprietary interest in the success of the Company. These incentives are provided through the grant of stock options (including incentive stock options intended to be qualified under Section 422 of the Code), stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and other stock-based awards. Any of these awards may, but need not, be made as performance-based incentive awards. A total number of Company common stock equal to 10% of the fully-diluted shares outstanding following the Closing will initially be authorized and reserved for issuance under the Innovid Corp. Incentive Plan, which is 15,617,049 shares of Company common stock. The number of shares authorized and reserved for issuance will be subject to an annual increase for 10 years on the first day of each calendar year beginning January 1, 2022, equal to the lesser of (A) 5% of the aggregate number of shares of Company common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the board of directors of Innovid Corp. The maximum number of shares of Company common stock that may be issued pursuant to the exercise of incentive stock options granted under the Innovid Corp. Incentive Plan will be equal to 30% of the total number of issued and outstanding shares of Company common stock on a fully diluted basis as of the Closing. If shares covered by an award are not purchased or are forfeited or expire, or otherwise terminate without delivery of any shares subject thereto, then such shares will, to the extent of any such forfeiture, termination, cash-settlement or expiration, be available for future grant under the Innovid Corp. Incentive Plan. The payment of dividend equivalent rights in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Innovid Corp. Incentive Plan, and shares tendered by a participant, repurchased by the Company using proceeds from the exercise of stock options or withheld by the Company in payment of the exercise price of a stock option or to satisfy any tax withholding obligation for an award will not again be available for future awards. As of December 31, 2021, the Company had not granted any shares under the Innovid Corp. Incentive Plan. The Innovid Corp. Employee Stock Purchase Plan On November 30, 2021, the ESPP became effective. A total of 2,868,438 shares of Company common stock will be initially reserved for issuance under the ESPP. The compensation committee of our board of directors will be the plan administrator of the ESPP and will have authority to interpret the terms of the ESPP and determine eligibility of participants. In addition, on the first day of each calendar year beginning on January 1, 2022 and ending on (and including) January 1, 2031, the number of shares available for issuance under the ESPP will be increased by a number of shares equal to the lesser of (i) 1% of the shares outstanding on the final day of the immediately preceding calendar year, and (ii) such smaller number of shares as determined by the board of directors. If any right granted under the ESPP terminates for any reason without having been exercised, the shares subject thereto that are not purchased under such right will again be available for issuance under the ESPP. Notwithstanding the foregoing, no more than 17,383,002 shares of Company Common Stock may be issued under the Section 423 Component of the ESPP. As of December 31, 2021, the Company had not granted any options under the Innovid Corp. Employee Stock Purchase Plan . A summary of the employees’ stock option activity under the Legacy Plan for the year ended December 31, 2021 is as follows: Year ended Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 12,185,210 $ 0.37 7.20 $ 3,100 Consultant has become employee 628,509 0.61 Granted 1,590,997 2.81 Forfeited (257,574) 0.91 Expired (51,018) 0.59 Exercised (2,973,476) 0.50 Outstanding at end of year 11,122,648 $ 0.82 6.87 $ 64,818 Exercisable options at end of year 7,139,268 $ 0.51 5.73 $ 43,862 A summary of the consultants’ stock option activity under the Plan for the year ended December 31, 2021 is as follows: Year ended Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 1,019,318 $ 0.51 6.32 $ 213 Consultant has become employee (628,509) 0.61 Granted 99,628 2.81 Forfeited (27,581) 0.61 Expired — — Exercised (283,229) 1.22 Outstanding at end of year 179,627 $ 0.31 2.34 $ 1,139 Exercisable options at end of year 123,515 $ 0.35 2.33 $ 778 The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding and exercisable stock options and the fair value of the Company’s common stocks as of the dates of the financial year end. The weighted-average fair value of options granted during the years ended December 31, 2021, 2020 and 2019 were $2.31, $0.53 and $0.35, respectively. As of December 31, 2021, the Company had approximately $4,128 of total unrecognized compensation cost related to non-vested stock-based compensation. That cost is expected to be recognized over a weighted-average period of 2.41 years. The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Year ended December 31, 2021 2020 2019 Expected volatility 65 % 79 % 70 % Expected dividends — % — % — % Expected term (in years) 6.02 6.11 6.11 Risk free interest 1.06%-1.11% 0.62%-0.82% 1.65%-1.91% During the years ended December 31, 2021, 2020 and 2019, the Company recorded stock-based compensation expenses for the employees as follows: Year ended December 31, 2021 2020 2019 Cost of goods sold $ 43 $ 11 $ 6 Research and development 501 121 77 Sales and marketing 470 196 200 General and administrative 1,997 92 43 Total $ 3,011 $ 420 $ 326 In connection with the options granted to service providers and non-employee consultants, during the years ended December 31, 2021, 2020 and 2019, the Company recorded stock compensation expenses in the amount of $262, $162 and $52, respectively. The majority of these expenses were recorded in general and administrative expenses. In 2021, the Company’s Board approved an amendment of two awards granted to the Company’s founders Mr. Zvika Netter, and Mr. Tal Chalozin (“Founders Awards”). According to amendments the Founders Awards will vest over three years (four years originally), with 75% of the options vesting upon expiration of one year from the original commencement date of April 1, 2020 and the remaining 25% of the options vesting ratably on a quarterly basis over the following 24 months. In addition, upon the consummation of the Transaction as defined by the Plan, if the founders are terminated or leave for “good reason” within 12 months, the remaining unvested awards would vest. In addition, the amendment also included a provision in which any termination of employment (whether by the Company or by the founder), would result in 50% of his unvested award vesting immediately. The amendments were accounted for as a modification. The modified vesting conditions resulted in an additional expense of $623. In 2021, the Company’s Board approved a transaction in which the Company granted $1,199 and received a secured full recourse promissory note in the total aggregate amount of $1,199, with Mr. Zvika Netter, and Mr. Tal Chalozin. On June 7, 2021, Innovid granted Mr. Netter a loan in the amount of $1,076 pursuant to the Founder Promissory Note . On June 23, 2021, Innovid granted Mr. Chalozin a loan in the amount of $123 pursuant to the Founder Promissory Note). The principal balances together with accrued interest is due and payable in full on the seventh anniversary of the date of the loans. The rate is 0.89% per annum, compound annually and is not less than the current minimum annual mid-term applicable federate rate established pursuant to Section 1274(d) of the Internal Revenue Code of 1986, as amended. Repayment of principal and interest may be made at any time without penalty. In addition, $740 of the Founders Loans was immediately used to exercise fully vested options held by the founders. This loan represents a recourse note as the Company has a contractual full recourse right against any real, personal, tangible or intangible assets of the Borrowers and intends to do so if the loans amount will not be repaid in full. The amount of $459 from the Founders Loans was not used by the founders to exercise stock options. Under ASC 718, when a grantee purchases shares in exchange for a recourse loan, the exercise is considered to be a substantive exercise. A recourse note receivable for the issuance of equity should be presented in accordance with the guidance in ASC 505-10-45 as a component of equity; thus, the Company recognized the note receivable for the purchase of shares as a component of additional paid in capital. The amount was discounted to its fair value and additional stock-based compensation expense in the amount of $47 was recorded predominantly in general and administrative expenses. Founders Loans with a total principal amount of $1,199 were forgiven in November 2021. $740 of the Founders Loans principal amount was used to exercise fully vested options held by the founders on the date of the grant of the Founders Loans and were recognized as stock compensation expense upon forgiveness. The remainder in the amount of $459 was used for other purposes as described above and were recognized as compensation related expense upon forgiveness. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (loss) before taxes on income is comprised as follows: Year ended December 31, 2021 2020 2019 Domestic $ (11,098) $ 1,241 $ (6,689) Foreign 863 (853) 257 Total income (loss) before income taxes $ (10,235) $ 388 $ (6,432) Income taxes are comprised as follows: Year ended December 31, 2021 2020 2019 Current income tax provision (benefit): Domestic (8) 96 25 Foreign 1,245 1,104 877 Total current income tax (benefit) provision $ 1,237 $ 1,200 $ 902 A reconciliation of the U. S. statutory income tax rate to the Company’s effective income tax rate for continuing operations is as follows: Year ended December 31, 2021 2020 2019 Income (loss) before income taxes Domestic $ (11,098) $ 1,241 $ (6,689) Foreign 863 (853) 257 Total income (loss) before income taxes (10,235) 388 (6,432) US statutory rate 21 % 21 % 21 % Income taxed computed at U. S. federal statutory rate (2,149) 81 (1,351) Foreign rate differential (14) (155) (52) State and local income taxes (359) 207 (464) Non-deductible expenses 81 40 114 Share-based compensation (118) 100 98 GILTI 308 — 261 Change in valuation allowance 1,493 159 1,661 Tax credits (338) (469) (301) Changes in uncertain tax positions 881 956 880 Foreign currency adjustment (22) 187 22 Withholding tax 266 113 73 162m Addback 538 — — Transaction Costs 578 — — Warrants - MTM 160 (5) 5 Tax Inflation Adjustment 185 — — Tax Impact of Tax Rate Changes 111 (33) (61) Other (364) 19 17 Total income tax provision $ 1,237 $ 1,200 $ 902 Effective income tax rate (12) % 309 % (14) % The Company’s effective tax rate is subject to significant variations due to several factors, including variability in pre-tax and taxable income (loss) and the mix of jurisdictions to which they relate, intercompany transactions, the applicability of special tax regimes, changes in the Company’s currently established valuation allowance, foreign currency gains (losses), and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Significant factors that impacted the Company’s effective tax rate between 2021 and 2020 were related to a pre-tax loss in 2021 compared to pre-tax income in 2020, offset by increases in non-deductible expenses, GILTI, uncertain tax positions and increase in valuation allowance. A significant factor that impacted the Company’s effective tax rate between 2020 and 2019 was GILTI. Innovid Argentina generated a taxable loss in 2020 and therefore generated a tested loss for GILTI purposes. As a result, the tested income of the remaining foreign subsidiaries was offset entirely by the tested loss of Innovid Argentina. Thus, the Company does not have a GILTI inclusion for the 2020 tax year. Deferred income taxes are provided for the effects of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Significant components of deferred tax assets and deferred tax liabilities consisted of the following: December 31, 2021 2020 Deferred tax assets Loss carryforwards $ 10,201 $ 9,131 Tax credits 1,128 891 Interest limitation carryforwards 25 — Accrued expenses 597 716 Share-based compensation 127 106 Fixed assets and intangibles 180 176 Other 187 164 Total deferred tax assets, gross 12,445 11,184 Valuation allowance (12,445) (11,184) Total deferred tax assets, net — — 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 its deferred tax assets at December 31, 2021 and 2020 due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. The Israeli corporate tax rate was 23% in 2021, 2020 and 2019. The Company’s production facilities in Israel have been granted the status of a “preferred enterprise” under the Law for the Encouragement of Capital Investments Law, 1959. According to the provisions of the Encouragement of Capital Investments Law, 1959, the Company has been granted a reduced tax rate. A preferred enterprise located in development area A will be subject to a tax rate of 7.5% instead of 9%. The tax rate applicable to preferred enterprises located in other areas remains at 16%. Foreign withholding taxes and Internal Revenue Code Section 986(c) gains and losses have not been recorded on permanently reinvested earnings of certain subsidiaries aggregating $8,720 and $7,594 as of December 31, 2021 and 2020, respectively. The amount of deferred international withholding taxes and Internal Revenue Code Section 986(c) gains and losses relating to these subsidiaries is approximately $1,224 and $873 as of December 31, 2021 and 2020, respectively. The Company’s gross NOLs for tax return purposes are as follows: Year ended December 31, 2021 2020 Domestic NOLs (federal) 36,817 32,948 Domestic NOLs (state and local) 36,245 29,567 Foreign NOLs 1,136 1,740 Total 74,198 64,255 Domestic (federal and state) NOLs expire in various year starting from 2030 through an indefinite period. Foreign NOLs expire starting from 2026. A portion of domestic (federal and state) NOLs are subject to Internal Revenue Code Section 382 or similar provisions, but the net operating loss carryforwards are expected to be fully realized. The table above reflects gross NOLs for tax return purposes which are different than financial statement NOLs, as the Company’s intention is to settle additional income taxes from tax contingencies with NOLs. The other tax credit carryforwards expire in various years beginning in 2033. The Company’s intention is to settle the tax contingencies associated with the research and development credits with the attribute. The Company’s unrecognized tax benefits are reconciled as follows: December 31, 2021 2020 Gross unrecognized tax benefits as of January 1 2,373 1,438 Increases - prior year tax positions 508 — Decreases - prior year tax positions (410) — Increases - current year tax positions 691 935 Gross unrecognized tax benefits as of December 31 3,162 2,373 The balances of unrecognized tax benefits as of December 31, 2021 and 2020 are $3,162 and $2,373, respectively of which $3,162 and $2,373, respectively represent amounts that, if recognized, impact the effective income tax rate in future periods. The Company recognized interest related to unrecognized tax benefits in its income tax provision. The Company accrued $136 and $49 for interest as of December 31, 2021 and 2020, respectively. The Company is subject to income taxes in the US and several foreign jurisdictions including Australia, Argentina, the UK and Israel. Significant judgment is required in evaluating the Company’s tax positions and determining the Company’s provision for income taxes. During the ordinary course of business there are many transactions and calculations for which the ultimate tax determination is uncertain. The Company establishes reserves for tax related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite the belief that the Company’s tax return positions are fully supportable. The Company adjusts these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. The Company estimates that it is reasonably possible that the balance in unrecognized tax benefits as of December 31, 2021 will decrease by approximately $82 in the next 12 months. The unrecognized tax benefits relate to research and development credits and currently established positions in Israel. |
RELATED PARTIES
RELATED PARTIES | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | RELATED PARTIES As described in Note 9, SSIG, related party of one of the investors, has provided a grant of $504 to be used for a repayment of the PPP Loan. According to the Grant Agreement the grant proceeds were used in May 2020 for a partial repayment of the PPP Loan. This grant has been treated as a capital contribution in equity. In Q2 2021, the Company’s Board approved and granted the Founders Loans, and received Founders Promissory Note in the total aggregate amount of $1,199. $740 of the Founders Loans was immediately used to exercise fully vested options held by the founders. The amount of $459 from the Founders Loans was not used by the founders to exercise stock options. The Founders Loans with a total principal amount of $1,199 were forgiven in November 2021. Refer to Note 12 for additional details. After the Closing of the Transaction, the Company paid $6,100 in Transaction bonuses mainly to certain members of management. $4,130 thereof are presented in general and administrative expenses, and the remaining $2,000 in research and development expenses in consolidated statement of operations. There were no other transactions with related parties. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTINGThe Company operates as one operating segment, which primarily focuses on advertising and creative services. Our CEO , is the chief operating decision-maker, manages and allocates resources to the operations of the Company on an entity-wide basis. Managing and allocating resources on an entity-wide basis enables the CEO to assess the overall level of resources available and how to best deploy these resources across functions and R&D projects based on needs and, as necessary, reallocate resources among the Company’s internal priorities and external opportunities to best support the long-term growth of the business. Revenue by geographical location are as follows: December 31, 2021 2020 2019 US $ 81,882 $ 62,760 $ 50,837 Canada 1,039 518 311 APAC 3,151 2,636 2,657 EMEA 2,515 1,463 1,645 LATAM 1,704 1,424 888 Total revenues $ 90,291 $ 68,801 $ 56,338 The Company’s property and equipment, net by geographical location are as follows: Year ended December 31, 2021 2020 Israel $ 1,495 $ 1,625 US 3,051 595 Rest of the World 294 105 Total $ 4,840 $ 2,325 |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | BASIC AND DILUTED NET LOSS PER SHARE Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year ended December 31, 2021 2020 2019 Numerator: Net loss (11,472) (812) (7,334) Accretion of preferred stocks to redemption value (77,063) (7,297) (2,007) Net loss attributable to common stockholders - basic and diluted $ (88,535) $ (8,109) $ (9,341) Denominator: Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders 26,745,020 16,028,560 15,886,958 Net loss per stock attributable to common stockholders – basic and diluted $ (3.31) $ (0.51) $ (0.59) Net loss per share calculations and potentially dilutive security amounts for all periods prior to the Transaction have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Transaction to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the exchange ratio of 1.337. The Company’s potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share attributable to common stockholders. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year ended December 31, 2021 2020 2019 Preferred stocks — 73,690,340 73,690,340 Options outstanding 11,302,275 13,204,528 9,953,958 Warrants outstanding 10,222,500 680,271 680,271 Preferred stocks, options outstanding and warrant outstanding have been retroactively adjusted to give effect to the exchange ratio. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On February 7, 2022, the Company entered into a Stock Purchase Agreement with TV Squared, an independent global measurement and attribution platform for converged TV and a private company limited by shares incorporated under the laws of the Scotland. On February 28, 2022, the Company completed the acquisition. The Company acquired all of the equity of TVSquared for an aggregate amount of $100,000 in cash and 12,500,000 shares of the Company common stock, subject to certain adjustments as defined in the Stock Purchase Agreement. On March 4, 2022, The Nielsen Company (US), LLC filed suit against TVSquared Ltd. in the United States District Court for the Western District of Texas alleging infringement of US Patent No. 10,063,378. The complaint has not been served, no schedule for the litigation or for trial has been set, and the plaintiff has not specified the amount sought in the litigation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation:The consolidated financial statements have been prepared in accordance with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets of the Company as of December 31, 2021 and 2020 and the consolidated results of operations and cash flows for the years ended December 31, 2021, 2020 and 2019. |
Use of estimates | Use of estimates:The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The COVID-19 pandemic has created, and may continue to create significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers. Based on public reporting and the Company’s observations, some advertisers in certain industries, such as the automotive industry, decreased and may continue to decrease their short-term advertising spending in light of supply chain disruptions and/or labor shortage they may be experiencing. This in turn could negatively impact the Company’s revenues from such advertisers. |
Principles of consolidation | Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation. |
Functional currency | Functional currency:A majority of the Company’s revenues are generated in US dollars. In addition, a substantial portion of the Company’s costs are incurred in US dollars. The Company’s management believes that the US dollar is the currency of the primary economic environment in which the Company and each of its subsidiaries operate. Thus, the functional and reporting currency of the Company and its subsidiaries is the US dollar. Accordingly, accounts maintained in currencies other than the US dollar are re-measured into US dollars. All translation gains and losses resulting from the re-measurement of monetary assets and liabilities that are not denominated in the functional currency are recorded in Financial expenses, net on the consolidated statements of operations. |
Cash and cash equivalents | Cash and cash equivalents:Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. |
Restricted deposits and restricted cash | Restricted deposits and restricted cash:Restricted deposits presented in prepaid expenses and other current assets and in long-term restricted deposits are deposits used as security for the Company’s credit cards and for the rental of premises. |
Property and equipment, net | Property and equipment, net:Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates |
Software development costs | Software development costs, which are included in property and equipment, net, consists of capitalized costs related to purchase and develop internal-use software. The Company uses it to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Any costs incurred for upgrades and functionality enhancements of the software are also capitalized. Once this software is ready for use in providing the Company's services, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is 3 years. The amortization will be presented within cost of revenues in the consolidated statements of operations. |
Impairment of long-lived assets | Impairment of long-lived assets:Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there are indications of an impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. |
Business combinations | Business combinations:The Company accounts for business combinations by applying the provisions of ASC 805, “Business Combination” and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Acquisition-related expenses are expensed as incurred. |
Goodwill and intangible assets | Goodwill and intangible assets: Goodwill and certain other purchased intangible assets have been recorded in the Company's financial statements as a result of acquisitions. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired. Goodwill is not amortized, but rather is subject to an impairment test. The Company allocates goodwill to reporting units based on the expected benefit from the business combination. Reporting units are evaluated when changes in the Company’s operating structure occur, and if |
Fair value of financial instruments | Fair value of financial instruments: The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that 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. The Company’s financial instruments consist of cash and cash equivalents, restricted deposits, trade receivables, net, trade payables, employees and payroll accruals, accrued expenses and other current liabilities and current portion of long term debts. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company measures its investments in money market funds classified as cash equivalents and warrants liability at fair value. |
Trade receivable, net | Trade receivable, net:The Company records trade receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The expectation of collectability is based on a review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. The Company regularly reviews the adequacy of the allowance for doubtful accounts by considering the age of each outstanding invoice and the collection history of each customer to determine the appropriate amount of allowance for doubtful accounts. Trade receivables deemed uncollectible are charged against the allowance for doubtful accounts when identified. |
Accrued post-employment benefits | Accrued post-employment benefits: i. 401(k) profit sharing plans: The Company has a 401(k) retirement savings plan with a safe harbor employer match with a maximum of 4% employer contribution for its eligible employees in the US. During the years ended December 31, 2021, 2020 and 2019, the Company recorded expenses for matching contributions in the amount of $961, $705 and $569, respectively. ii. Severance pay: The Israeli Severance Pay Law, 1963 (“Severance Pay Law”), specifies that employees are entitled to severance payment, following the termination of their employment. Under the Severance Pay Law, the severance payment is calculated as one-month salary for each year of employment, or a portion thereof. |
Income taxes and tax contingencies | Income taxes and tax contingencies:Income taxes are computed using a balance sheet approach reflecting both current and deferred taxes. Current and deferred taxes reflect the tax impact of all of the events included in the financial statements. The basic principles employed in the balance sheet approach are to reflect a current tax liability or asset that is recognized for the estimated taxes payable or refundable on tax returns for the current and prior years, a deferred tax liability or asset that is recognized for the estimated future tax effects attributable to temporary differences and carryforwards, the measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law of which the effects of future changes in tax laws or rates are not anticipated, and the measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. There are certain situations in which deferred taxes are not provided. Some basis differences are not temporary differences because their reversals are not expected to result in taxable or deductible amounts. The Company regularly evaluates deferred tax assets for future realization and establishes a valuation allowance to the extent that a portion is not more likely than not to be realized. The Company considers whether it is more likely than not that the deferred tax assets will be realized, including existing cumulative losses in recent years, expectations of future taxable income, carryforward periods, and other relevant quantitative and qualitative factors. The recoverability of the deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely on estimates. ASC 740, Income Taxes (“ASC 740”) contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis) likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax benefits in taxes on income. On December 20, 2017, Congress passed the “US Tax Act”. The US Tax Act requires complex computations to be performed that were not previously required by US tax law, significant judgments to be made in interpretation of the provisions of the US Tax Act, significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced the Act provides that a person who is a US shareholder of any CFC is required to include its GILTI in gross income for the tax year in a manner generally similar to that for Subpart F inclusions. The term “global intangible low-taxed income” is defined as the excess (if any) of the US shareholder’s net CFC tested income for that tax year, over the US shareholder’s net deemed tangible income return for that tax year. The Company’s policy is to treat GILTI as a period expense in the provision for income taxes. |
Concentration of credit risks | Concentrations of credit risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, deposits and trade receivables, net. The majority of the Company’s cash and cash equivalents are invested in deposits with major banks in America and Israel. Generally, these investments may be redeemed upon demand and, therefore, bear minimal risk. The Company’s trade receivables, net are mainly derived from sales to customers located in the APAC, EMEA, and LATAM. The Company mitigates its credit risks by performing an ongoing credit evaluations of its customers’ financial conditions. |
Stock-based compensation | Stock-based compensation:The Company estimates the fair value of stock-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The grant date fair value of the stock-based awards with graded vesting is recognized on a straight-line basis over the requisite service period. The determination of the fair value of the Company’s stock option awards is based on a variety of factors including Company’s common stock price, risk-free interest rate, expected volatility, expected life of awards and dividend yield. The Company has limited option exercise history and has elected to estimate the expected life of the stock option awards using the “simplified method” with the continued use of this method extended until such time that the Company has sufficient exercise history. The expected volatility of the price of such stocks is based on volatility of similar companies whose stock prices are publicly available over a historical period equivalent to the option’s expected term. The dividend yield is based on the Company’s historical and future expectation of dividends payouts. Historically, the Company has not paid cash dividends. Risk-free interest rates are based on the yield from US Treasury zero-coupon bonds with a term equivalent to the expected term of the options.The Company accounts for forfeitures as they occur. |
Warrants | Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, and meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each balance sheet date thereafter. The liability-classified warrants are recorded under non-current liabilities. Changes in the estimated fair value of the warrants are recognized in “Financial expenses, net” in the consolidated statements of operations. |
Revenue recognition | Revenue recognition: The Company generates revenues from providing Advertising Services to advertisers, publishers and media agencies. The services focus on standard, interactive and data driven digital video advertising. The Company’s major revenue streams are ad serving and creative services. Ad serving services relate to utilizing Innovid’s platform to serve advertising impressions to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. Creative services relate to the design and development of interactive data-driven and dynamic ad formats by adding data, interactivity and dynamic features to standard ad units. The Company also provides measurement services which relate to analytics of advertisements and campaigns. The Company recognizes revenue when its customer obtains control of promised services in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company recognizes revenue in accordance with ASC Topic 606, Revenue from contracts with customers (“ASC 606”) and determines revenue recognition through the following steps: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct and are separately identifiable, the Company allocates the contract consideration to all distinct performance obligations based on their relative SSP. SSP is determined using adjusted market assessment approach and expected cost plus a margin approach. Revenues related to ad serving services are recognized at a point in time. The Company recognizes revenue from the display of impression-based ads in the contracted period in which the impressions are delivered. Impressions are considered delivered when an ad is displayed to users. Revenues related to creative services are recognized at a point in time, when the Company delivers an ad unit. Creative services projects are usually delivered within a week. Revenues related to measurement services are recognized at a point in time, when the Company delivers the measurement report. The Company’s accounts receivable, consist primarily of receivables related to providing ad serving and creative services, in which the Company’s contracted performance obligations have been satisfied, amount billed and the Company has an unconditional right to payment. The Company typically bills customers on a monthly basis based on actual delivery. The payment terms vary, mainly with terms of 60 days or less. The typical contract term is 12 months or less for ASC 606 purposes. Some of the Company’s contracts can be cancelled without a cause. The Company has the unconditional right to payment for the services provided as of the date of the termination of the contracts. The Company applies the practical expedient in ASC 606 and does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Costs to obtain a contract: Contract costs include commission programs to compensate sales employees for generating sales orders with new customers or for new services with existing customers. The commissions are commensurate. The Company elected to apply the practical expedient and recognize incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the Company otherwise would have recognized is one year or less. The Company did not capitalize any contract costs during the periods ended December 31, 2021, 2020 and 2019, respectively. (r) Cost of revenues: Cost of revenues consists primarily of costs to run the ad serving, creative and measurement services. These costs include hosting fees and personnel costs including stock-based compensation, professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. |
Research and development | Research and development:Research and development costs are charged to the statements of comprehensive loss as incurred. ASC 350-40, Internal-Use Software (“ASC 350-40”), requires the capitalization of certain costs incurred only during the application development stage.The Company evaluates periodically research and development costs that may be eligible for capitalization. |
Sales and marketing | Sales and marketing:Sales and marketing expenses consist primarily of personnel costs, including stock-based compensation, professional services costs and facility related costs as well as costs related to advertising, product management, promotional materials, public relations, other sales and marketing programs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. |
General and administrative | General and administrative:General and administrative expenses consist primarily of personnel costs, including stock-based compensation, for executive management, finance, accounting, human capital, legal and other administrative functions as well as professional services costs and facility related costs. The Company allocates overhead including rent and other facility related costs, communication costs and depreciation expense based on headcount. |
Net loss per common stock | Net loss per common stock: The Company computes net loss per stock using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stocks and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company considers its preferred stocks to be participating securities as the holders of the preferred stocks would be entitled to dividends that would be distributed to the holders of common stocks, on a pro-rata basis assuming conversion of all preferred stocks into common stocks. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the periods presented was not allocated to the Company’s participating securities. The Company’s basic net loss per stock is calculated by dividing net loss attributable to common stockholders and by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. Diluted net loss per stock is the same as basic net loss per stock in periods when the effects of potentially dilutive stock of common stock are anti-dilutive. All outstanding preferred stocks, warrants and options for the years ended December 31, 2021, 2020 and 2019 have been excluded from the calculation of the diluted net loss per stock, because all such securities are anti-dilutive for all periods presented. Preferred stocks were converted and treasury stocks were cancelled as of December 31, 2021. For further information see Note 16. |
Recently issued accounting pronouncements not yet adopted by the Company | Recently issued accounting pronouncements not yet adopted by the Company:As an “emerging growth company,” the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In August 2020, the 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 (“ASU 2020-06”). The final guidance issued by the FASB for convertible instruments eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. Separate accounting is still required in certain cases. Additionally, among other changes, the guidance eliminates some of the conditions for equity classification in ASC 815-40-25 for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The new guidance eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. For public entities, the standard is effective for annual periods and interim periods beginning after December 15, 2020. This standard is effective for the Company as an emerging growth company for the fiscal years beginning after December 15, 2021. Early adoption of the standard is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 requires enhanced qualitative and quantitative disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016-13 is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard outlines a comprehensive lease accounting model that supersedes the current lease guidance and requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms greater than 12 months. The guidance also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The Company has substantially completed its assessment of the new standard as of December 31, 2021. The Company will adopt the standard effective in the first quarter of 2022 using a modified retrospective method and will not restate comparative periods upon adoption. The Company will elect a package of practical expedients for leases that commenced prior to January 1, 2022 and will not reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases; and (iii) initial direct costs capitalization for any existing leases. The Company does not expect the adoption will have a material impact on its consolidated statements of operations. However, the new standard will require the Company to establish liabilities and corresponding right-of-use assets on its consolidated balance sheet of approximately $5,500 and $3,900, respectively, for operating leases that exist as of the adoption date. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. This new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting. The Company will adopt the standard effective in the first quarter of 2022 on a prospective basis. The Company does not expect the adoption of the guidance will have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Lease improvements The shorter of the lease term or the useful life of the asset Property and equipment consist of the following: December 31, 2021 2020 Cost: Software development costs $ 2,594 $ — Computers and peripheral equipment 1,779 1,260 Office furniture and equipment 661 633 Leasehold improvements 2,164 2,162 7,198 4,055 Accumulated depreciation (2,358) (1,730) Depreciated cost $ 4,840 $ 2,325 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table present information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2021 Level 1 Level 2 Level 3 Assets: Money market funds $ 4,515 $ — $ — Liabilities: Warrants liability $ 3,510 $ — $ 15,462 December 31, 2020 Level 1 Level 2 Level 3 Assets: Money market funds $ 9,009 $ — $ — Liabilities: Warrants liability $ — $ — $ 499 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The change in the fair value of the Level 3 warrant liability is summarized below: December 31, 2021 2020 2019 Beginning of the year $ 499 $ 413 389 Additions * 18,427 — — Change in fair value 1,616 86 24 Conversion of Legacy Innovid Warrants on the Closing of the Transaction (5,080) — — End of the year $ 15,462 $ 499 $ 413 __________________ |
Schedule of Key Inputs for Valuation of Private Placement Warrants | The key inputs into the Black-Scholes model for the Private Placement Warrants were as follows: Year ended December 31, November 30, 2021 2021 Risk-free interest rate 1.24 % 1.13 % Expected dividends — % — % Expected term (years) 4.9 5 Expected volatility 55 % 49 % |
Schedules of Concentration of Risk, by Risk Factor | During the years ended December 31, 2021, 2020 and 2019, two of the Company’s customers accounted for more than 10% of the Company’s total revenues as presented below: Year ended December 31, 2021 2020 2019 Customer A *) *) 11 % Customer B *) 10 % 10 % ___________________ *) less than 10% |
PREPAID AND OTHER CURRENT ASS_2
PREPAID AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: December 31, 2021 2020 Prepaid expenses $ 2,333 $ 862 Deposits 142 30 Government authorities 153 85 Other current assets 503 197 Total $ 3,131 $ 1,174 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets, at the following annual rates: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Lease improvements The shorter of the lease term or the useful life of the asset Property and equipment consist of the following: December 31, 2021 2020 Cost: Software development costs $ 2,594 $ — Computers and peripheral equipment 1,779 1,260 Office furniture and equipment 661 633 Leasehold improvements 2,164 2,162 7,198 4,055 Accumulated depreciation (2,358) (1,730) Depreciated cost $ 4,840 $ 2,325 |
TRANSACTION AND BUSINESS COMB_2
TRANSACTION AND BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Reverse Recapitalization | Number of shares Legacy Innovid common stock of January 1, 2021 16,275,609 Warrant exercised 132,392 Stock option exercised 3,180,943 Conversion of redeemable convertible preferred stock into common stock 73,690,340 Conversion of Legacy Innovid Warrants 507,994 Exchanged into Innovid Corp. common stock on November 30, 2021 93,787,278 The following table reconciles the elements of the Transaction to the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Temporary Equity and Stockholders’ Equity for the year ended December 31, 2021. Total value Cash - ION trust account and cash, net of redemptions 55,466 Cash - PIPE Investment, net of Secondary Sale Amount of $68,855 131,145 Less: Transaction costs paid ** (31,160) Less: Deferred underwriting fee paid (6,199) Proceeds from reverse recapitalization, net 149,252 Less: Accrued transaction costs not yet paid (3,185) Less: Company Warrant assumed as part of the Transaction (22,791) Plus: Transaction costs allocated to Company Warrant 2,750 Reverse recapitalization, net $ 126,026 __________________ ** Including ION transaction fees and expenses paid in the amount of $26,307 on the Closing of Transaction. The remaining amount paid of $4,853 was related to Legacy Innovid transaction costs. |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The Company accounted for the transaction using the acquisition method, which requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their respective estimated fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed: Total value Cash and cash equivalents 50 Accounts receivables 417 Other current assets 7 Property and equipment 17 Other non-current assets 39 Total tangible assets 530 Customer relationships 198 Goodwill 4,555 Total assets acquired 5,283 Less: Assumed liabilities (283) Net assets acquired $ 5,000 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses and other current liability consist of the following: December 31, 2021 2020 Accrued expenses $ 2,485 $ 317 Tax payables 39 126 Customer credit 101 118 Accrued lease liability, current portion 420 391 Acquisition liability — 126 Other current liabilities 37 77 Total $ 3,082 $ 1,155 |
OTHER NON-CURRENT LIABILITIES (
OTHER NON-CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Noncurrent Liabilities | Other non-current liabilities consist of the following: December 31, 2021 2020 Accrued lease liability $ 996 $ 1,445 Uncertain tax position 2,459 1,699 Total $ 3,455 $ 3,144 |
COMMITMENTS AND CONTINGENT LI_2
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease, Liability, Maturity | Future minimum lease commitments under non-cancelable operating leases as of December 31, 2021, are as follows: Year ended December 31, Rental of premises Lease of motor vehicles 2022 $ 2,486 $ 8 2023 1,844 — 2024 826 — 2025 770 — Total $ 5,926 $ 8 |
TEMPORARY EQUITY AND STOCKHOL_2
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity | As of December 31, 2020, the Company had the following preferred stock on the Balance Sheet: Authorized Issued and outstanding Carrying Value Liquidation Preference/Redemption Value December 31, December 31, December 31, December 31, 2020 2020 2020 2020 Series A preferred stocks 11,296,649 11,075,128 2,988,788 3,000,000 Series A-1 preferred stocks 2,124,239 2,124,239 986,529 1,000,000 Series B preferred stocks 4,149,641 4,149,641 1,500,000 1,500,000 Series B-1 preferred stocks 2,124,241 2,124,241 1,000,000 1,000,000 Series B-2 preferred stocks 14,523,750 14,523,750 6,971,930 7,000,000 Series C preferred stocks 11,438,289 11,113,266 9,445,233 9,500,002 Series D preferred stocks 7,376,285 7,376,285 9,972,537 10,000,001 Series E preferred stocks 8,327,431 8,327,431 15,000,000 15,000,000 Series F preferred stocks 12,876,359 12,876,359 39,131,983 39,131,983 Total 74,236,884 73,690,340 $ 86,997,000 $ 87,131,986 |
Schedule of Stockholders Equity | Stockholders’ equity/ (deficit): Authorized Issued Outstanding December 31, December 31, December 31, 2021 2020 2021 2020 2021 2020 Stocks of $0.0001, par value each: Common stocks 500,000,000 100,634,071 119,017,380 18,189,937 119,017,380 16,275,609 |
Schedule of Shares Reserved for Issuance | The Company has reserved the following shares of common stock for issuance: December 31, 2021 2020 Options outstanding 11,302,275 13,204,528 Options available for future option grants 208,704 1,548,562 Total 11,510,979 14,753,090 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of the employees’ stock option activity under the Legacy Plan for the year ended December 31, 2021 is as follows: Year ended Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 12,185,210 $ 0.37 7.20 $ 3,100 Consultant has become employee 628,509 0.61 Granted 1,590,997 2.81 Forfeited (257,574) 0.91 Expired (51,018) 0.59 Exercised (2,973,476) 0.50 Outstanding at end of year 11,122,648 $ 0.82 6.87 $ 64,818 Exercisable options at end of year 7,139,268 $ 0.51 5.73 $ 43,862 A summary of the consultants’ stock option activity under the Plan for the year ended December 31, 2021 is as follows: Year ended Amount of options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value (in thousands) Outstanding at beginning of year 1,019,318 $ 0.51 6.32 $ 213 Consultant has become employee (628,509) 0.61 Granted 99,628 2.81 Forfeited (27,581) 0.61 Expired — — Exercised (283,229) 1.22 Outstanding at end of year 179,627 $ 0.31 2.34 $ 1,139 Exercisable options at end of year 123,515 $ 0.35 2.33 $ 778 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company estimated the fair value of each option on the date of grant using the Black-Scholes option pricing model applying the weighted-average assumptions in the following table: Year ended December 31, 2021 2020 2019 Expected volatility 65 % 79 % 70 % Expected dividends — % — % — % Expected term (in years) 6.02 6.11 6.11 Risk free interest 1.06%-1.11% 0.62%-0.82% 1.65%-1.91% |
Schedule Share Based Compensation Expenses | During the years ended December 31, 2021, 2020 and 2019, the Company recorded stock-based compensation expenses for the employees as follows: Year ended December 31, 2021 2020 2019 Cost of goods sold $ 43 $ 11 $ 6 Research and development 501 121 77 Sales and marketing 470 196 200 General and administrative 1,997 92 43 Total $ 3,011 $ 420 $ 326 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before taxes on income is comprised as follows: Year ended December 31, 2021 2020 2019 Domestic $ (11,098) $ 1,241 $ (6,689) Foreign 863 (853) 257 Total income (loss) before income taxes $ (10,235) $ 388 $ (6,432) |
Schedule of Components of Income Tax Expense (Benefit) | Income taxes are comprised as follows: Year ended December 31, 2021 2020 2019 Current income tax provision (benefit): Domestic (8) 96 25 Foreign 1,245 1,104 877 Total current income tax (benefit) provision $ 1,237 $ 1,200 $ 902 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U. S. statutory income tax rate to the Company’s effective income tax rate for continuing operations is as follows: Year ended December 31, 2021 2020 2019 Income (loss) before income taxes Domestic $ (11,098) $ 1,241 $ (6,689) Foreign 863 (853) 257 Total income (loss) before income taxes (10,235) 388 (6,432) US statutory rate 21 % 21 % 21 % Income taxed computed at U. S. federal statutory rate (2,149) 81 (1,351) Foreign rate differential (14) (155) (52) State and local income taxes (359) 207 (464) Non-deductible expenses 81 40 114 Share-based compensation (118) 100 98 GILTI 308 — 261 Change in valuation allowance 1,493 159 1,661 Tax credits (338) (469) (301) Changes in uncertain tax positions 881 956 880 Foreign currency adjustment (22) 187 22 Withholding tax 266 113 73 162m Addback 538 — — Transaction Costs 578 — — Warrants - MTM 160 (5) 5 Tax Inflation Adjustment 185 — — Tax Impact of Tax Rate Changes 111 (33) (61) Other (364) 19 17 Total income tax provision $ 1,237 $ 1,200 $ 902 Effective income tax rate (12) % 309 % (14) % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and deferred tax liabilities consisted of the following: December 31, 2021 2020 Deferred tax assets Loss carryforwards $ 10,201 $ 9,131 Tax credits 1,128 891 Interest limitation carryforwards 25 — Accrued expenses 597 716 Share-based compensation 127 106 Fixed assets and intangibles 180 176 Other 187 164 Total deferred tax assets, gross 12,445 11,184 Valuation allowance (12,445) (11,184) Total deferred tax assets, net — — |
Summary of Operating Loss Carryforwards | The Company’s gross NOLs for tax return purposes are as follows: Year ended December 31, 2021 2020 Domestic NOLs (federal) 36,817 32,948 Domestic NOLs (state and local) 36,245 29,567 Foreign NOLs 1,136 1,740 Total 74,198 64,255 |
Schedule of Unrecognized Tax Benefits Roll Forward | The Company’s unrecognized tax benefits are reconciled as follows: December 31, 2021 2020 Gross unrecognized tax benefits as of January 1 2,373 1,438 Increases - prior year tax positions 508 — Decreases - prior year tax positions (410) — Increases - current year tax positions 691 935 Gross unrecognized tax benefits as of December 31 3,162 2,373 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Property and Equipment, by Geographical Areas | Revenue by geographical location are as follows: December 31, 2021 2020 2019 US $ 81,882 $ 62,760 $ 50,837 Canada 1,039 518 311 APAC 3,151 2,636 2,657 EMEA 2,515 1,463 1,645 LATAM 1,704 1,424 888 Total revenues $ 90,291 $ 68,801 $ 56,338 The Company’s property and equipment, net by geographical location are as follows: Year ended December 31, 2021 2020 Israel $ 1,495 $ 1,625 US 3,051 595 Rest of the World 294 105 Total $ 4,840 $ 2,325 |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to common stockholders was calculated as follows: Year ended December 31, 2021 2020 2019 Numerator: Net loss (11,472) (812) (7,334) Accretion of preferred stocks to redemption value (77,063) (7,297) (2,007) Net loss attributable to common stockholders - basic and diluted $ (88,535) $ (8,109) $ (9,341) Denominator: Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders 26,745,020 16,028,560 15,886,958 Net loss per stock attributable to common stockholders – basic and diluted $ (3.31) $ (0.51) $ (0.59) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: Year ended December 31, 2021 2020 2019 Preferred stocks — 73,690,340 73,690,340 Options outstanding 11,302,275 13,204,528 9,953,958 Warrants outstanding 10,222,500 680,271 680,271 |
OVERVIEW (Details)
OVERVIEW (Details) - USD ($) $ in Thousands | Nov. 30, 2021 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Secondary sale amount | $ 68,855 | $ 68,855 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 12 Months Ended | |||||||
Dec. 31, 2021USD ($)reportingUnit$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2022USD ($) | Nov. 30, 2021USD ($)$ / shares | Apr. 30, 2020USD ($) | Jan. 07, 2019 | Dec. 31, 2018USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||||||
Impairments of long-lived assets | $ 0 | $ 0 | $ 0 | |||||
Number of reporting units | reportingUnit | 1 | |||||||
Goodwill impairment | $ 0 | 0 | 0 | |||||
Expiration term of warrant (in years) | 5 years | |||||||
Severance costs | $ 755,000 | $ 600,000 | $ 579,000 | |||||
Payment term | 60 days | |||||||
Ad serving services | 93.60% | 96.50% | 96.90% | |||||
Creative serving services | 4.80% | 2.80% | 2.50% | |||||
Exchange ratio | 1.337 | 1.337 | 1.337 | |||||
Subsequent Event | Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Operating lease, liability | $ 5,500,000 | |||||||
Operating lease, asset | $ 3,900,000 | |||||||
Software and Software Development Costs [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Useful lives (in years) | 3 years | |||||||
Capitalization cost | $ 2,594,000 | $ 0 | $ 0 | |||||
Employee Severance | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Number of employee deposit, percent | 8.33% | |||||||
Postemployment Retirement Benefits | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Maximum annual contributions per employee, percent | 4.00% | 4.00% | ||||||
Defined contribution plan, cost | $ 961,000 | $ 705,000 | 569,000 | |||||
Public | Fair Value, Inputs, Level 1 [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 1.11 | $ 1.38 | ||||||
Fair value | $ 3,510,000 | $ 4,364,000 | ||||||
Private Placement | Fair Value, Inputs, Level 3 [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Fair value | 15,462,000 | $ 18,427,000 | ||||||
Fair Value, Recurring | Warrants Liability | Fair Value, Inputs, Level 3 [Member] | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Fair value | $ 15,462,000 | $ 499,000 | $ 413,000 | $ 389,000 | ||||
Fair Value, Recurring | Warrants Liability | Measurement Input, Risk Free Interest Rate | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Warrant measurement input | 0.001 | 0.012 | ||||||
Fair Value, Recurring | Warrants Liability | Measurement Input, Price Volatility | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Warrant measurement input | 0.75 | 0.70 | ||||||
Geographic Distribution, Foreign | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Weighted average interest rate | 0.01% | 0.01% | ||||||
Paycheck Protection Program | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Unsecured debt | $ 3,516,000 | |||||||
Series A Preferred Stock [Member] | Fair Value, Recurring | Warrants Liability | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Expiration term of warrant (in years) | 1 year 7 months 6 days | |||||||
Series C Preferred Stock [Member] | Fair Value, Recurring | Warrants Liability | ||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||
Expiration term of warrant (in years) | 1 year 6 months | 2 years 6 months |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Furniture And Equipment [Member] | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Office Furniture And Equipment [Member] | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and Cash Equivalents, Fair Value Disclosure | $ 4,515 | $ 9,009 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative Liability | 3,510 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative Liability | $ 15,462 | $ 499 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation) (Details) - Fair Value, Recurring - Warrants Liability - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Beginning Balance | $ 499 | $ 413 | $ 389 |
Additions | 18,427 | 0 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | 1,616 | 86 | 24 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Conversion of Warrants | (5,080) | 0 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value, Ending Balance | $ 15,462 | $ 499 | $ 413 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Warrants Follows at Initial Measurement) (Details) | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 7 days | 6 years 1 month 9 days | 6 years 1 month 9 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 65.00% | 79.00% | 70.00% | |
Private Placement | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.13% | 1.24% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 4 years 10 months 24 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 49.00% | 55.00% |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Concentration Risk) (Details) - Revenue Benchmark - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 11.00% | |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 10.00% | 10.00% |
PREPAID AND OTHER CURRENT ASS_3
PREPAID AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid Expense, Current | $ 2,333 | $ 862 |
Deposits Assets, Current | 142 | 30 |
Government Contract Receivable, Current | 153 | 85 |
Other Assets, Current | 503 | 197 |
Prepaid Expense and Other Assets, Current | $ 3,131 | $ 1,174 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 7,198 | $ 4,055 | |
Accumulated depreciation | (2,358) | (1,730) | |
Property, Plant and Equipment, Net, Total | 4,840 | 2,325 | |
Depreciation | 628 | 531 | $ 332 |
Software and Software Development Costs [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 2,594 | 0 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 1,779 | 1,260 | |
Office Furniture And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 661 | 633 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 2,164 | $ 2,162 |
TRANSACTION AND BUSINESS COMB_3
TRANSACTION AND BUSINESS COMBINATION (Narrative) (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2021USD ($)$ / sharesshares | Sep. 12, 2019USD ($)installment | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Dec. 01, 2021shares | Jan. 07, 2019 | Dec. 10, 2012$ / shares |
Related Party Transaction [Line Items] | ||||||||
Ordinary shares, shares outstanding (in shares) | shares | 119,017,380 | 16,275,609 | ||||||
Ordinary shares, shares issued (in shares) | shares | 119,017,380 | 18,189,937 | ||||||
Accrued Transaction Cost, Not Yet Paid | $ 3,185 | $ 0 | $ 0 | |||||
Transaction costs amounted | $ 34,345 | |||||||
Deferred underwriting fees | $ 6,199 | |||||||
Offering costs | $ 4,853 | |||||||
Exchange ratio | 1.337 | 1.337 | 1.337 | |||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||
Number of securities callable by warrants (in shares) | shares | 1 | |||||||
Exercisable term from closing of business combination | 30 days | |||||||
Expiration term of warrant (in years) | 5 years | |||||||
Dynamo Creative | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total consideration | $ 5,000 | |||||||
Number of Installments | installment | 3 | |||||||
Remaining amounts payable | $ 0 | $ 126 | $ 718 | |||||
Acquisition related costs | $ 213 | |||||||
Dynamo Creative | Closing Date | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total consideration | $ 4,250 | |||||||
Dynamo Creative | To Be Paid Within 45 Days | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total consideration | 250 | |||||||
Dynamo Creative | To Be Paid Within 15 Months After Closing Date | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total consideration | $ 500 | |||||||
PIPE Investors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ordinary shares, shares outstanding (in shares) | shares | 118,941,618 | |||||||
Ordinary shares, shares issued (in shares) | shares | 118,941,618 | |||||||
Secondary Sale | PIPE Investors | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 6,885,486 | |||||||
Common stocks | ||||||||
Related Party Transaction [Line Items] | ||||||||
Per unit price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Common stocks | Public Warrants | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 3,162,500 | |||||||
Common stocks | Private Placement Warrants | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 7,060,000 | |||||||
Innovid Corp | ||||||||
Related Party Transaction [Line Items] | ||||||||
Exchanged into Innovid Corp. common stock on November 30, 2021 (in shares) | shares | 93,787,278 | |||||||
Ordinary shares, shares outstanding (in shares) | shares | 16,275,609 | |||||||
Exercisable term from closing of business combination | 30 days | |||||||
Expiration term of warrant (in years) | 5 years | |||||||
ION | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate value | $ 149,252 | |||||||
Transaction costs amounted | $ 26,307 | |||||||
ION | IPO | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares issued in transaction (in shares) | shares | 19,585,174 | |||||||
Per unit price (in dollars per share) | $ / shares | $ 10 | |||||||
Gross proceeds | $ 195,888 | |||||||
Conversion of stock (in shares) | shares | 12,039,826 | |||||||
ION | Warrant | ||||||||
Related Party Transaction [Line Items] | ||||||||
Transaction costs amounted | $ 2,750 |
TRANSACTION AND BUSINESS COMB_4
TRANSACTION AND BUSINESS COMBINATION - Common Stock in Innovid Corp (Details) - shares | Nov. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Common stock, shares outstanding (in shares) | 119,017,380 | 16,275,609 | |
Innovid Corp | |||
Business Acquisition [Line Items] | |||
Common stock, shares outstanding (in shares) | 16,275,609 | ||
Warrant exercised (in shares) | 132,392 | ||
Stock options exercised (in shares) | 3,180,943 | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 73,690,340 | ||
Conversion of Legacy Innovid warrants ( in shares) | 507,994 | ||
Exchanged into Innovid Corp. common stock on November 30, 2021 (in shares) | 93,787,278 |
TRANSACTION AND BUSINESS COMB_5
TRANSACTION AND BUSINESS COMBINATION (Transaction to Cash Flow and Changes in Temporary Equity and Stockholders’ Equity) (Details) - USD ($) $ in Thousands | Nov. 30, 2021 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||
Less: Transaction costs paid | $ (31,160) | |
Less: Deferred underwriting fee paid | (6,199) | |
Net Proceeds From the Transaction Before Secondary Sale Amount | 149,252 | |
Accrued Direct Transaction Cost | (3,185) | |
Warrant Assumed as Part of Transaction | (22,791) | |
Payments of Reverse Recapitalization Transaction Costs, Warrants | 2,750 | |
Reverse Recapitalization, Net of Transaction Costs Before Secondary Sale Amount | 126,026 | |
Secondary sale amount | $ 68,855 | 68,855 |
PIPE Investors | ||
Business Acquisition [Line Items] | ||
Proceeds from Issuance of Private Placement | 131,145 | |
ION | ||
Business Acquisition [Line Items] | ||
Cash Acquired Through Reverse Recapitalization | $ 55,466 |
TRANSACTION AND BUSINESS COMB_6
TRANSACTION AND BUSINESS COMBINATION (Fair Values of the Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 12, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 4,555 | $ 4,555 | |
Dynamo Creative | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 50 | ||
Accounts receivables | 417 | ||
Other current assets | 7 | ||
Property and equipment | 17 | ||
Other non-current assets | 39 | ||
Total tangible assets | 530 | ||
Customer relationships | 198 | ||
Goodwill | 4,555 | ||
Total assets acquired | 5,283 | ||
Less: Assumed liabilities | (283) | ||
Net assets acquired | $ 5,000 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 2,485 | $ 317 |
Tax payables | 39 | 126 |
Customer credit | 101 | 118 |
Accrued lease liability, current portion | 420 | 391 |
Acquisition liability | 0 | 126 |
Other current liabilities | 37 | 77 |
Total | $ 3,082 | $ 1,155 |
OTHER NON-CURRENT LIABILITIES_2
OTHER NON-CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Operating Lease, Liability, Noncurrent | $ 996 | $ 1,445 |
Accrued Income Taxes, Noncurrent | 2,459 | 1,699 |
Other Liabilities, Noncurrent, Total | $ 3,455 | $ 3,144 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent, Total | Other Liabilities, Noncurrent, Total |
WARRANTS LIABILITY (Details)
WARRANTS LIABILITY (Details) | Dec. 30, 2021$ / shares | Nov. 30, 2021USD ($)shares | Sep. 21, 2020 | May 20, 2015$ / sharesshares | Apr. 23, 2014$ / sharesshares | Nov. 30, 2021USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 29, 2010$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||||
Extended exercisable period (in months) | 18 months | |||||||||
Fair market value (in shares) | shares | 1 | |||||||||
Expiration term of warrant (in years) | 5 years | 5 years | ||||||||
Number of securities callable by warrants (in shares) | shares | 1 | 1 | ||||||||
Fractional shares issued upon exercise (in shares) | shares | 0 | |||||||||
Exercisable term from closing of business combination | 30 days | |||||||||
Threshold period for not to transfer, assign or sell any shares or warrants after completion of initial business combination | 30 days | |||||||||
Unrealized gain from changes in the fair value | $ | $ 3,819,000 | |||||||||
Legacy Warrant | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of warrants converted (in shares) | shares | 546,546 | |||||||||
Number of securities callable by warrants (in shares) | shares | 507,994 | 507,994 | ||||||||
Warrant fair value measurement expense | $ | 4,581,000 | $ 86,000 | $ 24,000 | |||||||
Public Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | $ | 3,162,500 | |||||||||
Private Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | $ | 7,060,000 | |||||||||
Private Placement Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Derivative liability fair value | $ | $ 22,791,000 | $ 22,791,000 | $ 18,972,000 | |||||||
Innovid Corp | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price per share (in dollars per share) | $ 11.50 | |||||||||
Expiration term of warrant (in years) | 5 years | |||||||||
Exercisable term from closing of business combination | 30 days | |||||||||
Exercisable term, from closing Of public offering | 1 year | |||||||||
Maximum equity issuance price for business combination (usd per share) | $ 9.20 | |||||||||
Percentage of gross proceeds on total equity proceeds | 60.00% | |||||||||
Volume weighted average trading price, term | 10 days | |||||||||
Adjustment of exercise price of warrants as a percent, based on market value | 115.00% | |||||||||
Adjustment of redemption price of warrants as a percent based on market value | 180.00% | |||||||||
Innovid Corp | Redemption Of Warrant Price Per Share Equals Or Exceeds 18.00 | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Redemption of warrants, reference price (in dollars per share) | $ 18 | |||||||||
Redemption price of warrants (in dollars per share) | $ 0.01 | |||||||||
Number of consecutive trading days | 30 days | |||||||||
Initial public offering per share (in dollars per share) | $ 18 | |||||||||
Redemption of warrants, threshold trading days | 20 days | |||||||||
Minimum threshold written notice period for redemption of warrants | 30 days | |||||||||
Innovid Corp | Redemption Of Warrant Price Per Share Equals Or Exceeds 10.00 | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Redemption of warrants, reference price (in dollars per share) | $ 10 | |||||||||
Redemption price of warrants (in dollars per share) | $ 0.10 | |||||||||
Number of consecutive trading days | 30 days | |||||||||
Initial public offering per share (in dollars per share) | $ 10 | |||||||||
Redemption of warrants, threshold trading days | 20 days | |||||||||
Minimum threshold written notice period for redemption of warrants | 30 days | |||||||||
Series A Preferred Stock [Member] | Loan And Security Agreement | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of securities called by each warrant (in shares) | shares | 221,521 | |||||||||
Preference shares, par value (in dollars per share) | $ 0.001 | |||||||||
Warrant, conversion ratio | 1 | |||||||||
Exercise price per share (in dollars per share) | $ 0.2709 | |||||||||
Series C Preferred Stock [Member] | TPC loan agreement | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of securities called by each warrant (in shares) | shares | 107,843 | 217,182 | ||||||||
Preference shares, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Exercise price per share (in dollars per share) | $ 1.001 | $ 1.001 | ||||||||
Expiration term of warrant (in years) | 7 years | 7 years | ||||||||
Exercisable, term, based on IPO date (in years) | 5 years | 5 years | ||||||||
Series C Preferred Stock [Member] | TPC loan agreement | Minimum | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Exercise price per share (in dollars per share) | $ 0.701 | $ 0.701 |
CREDIT LINE AND OTHER BORROWI_2
CREDIT LINE AND OTHER BORROWINGS (Details) | Dec. 29, 2020USD ($) | Nov. 30, 2019USD ($) | Sep. 01, 2018USD ($) | Apr. 07, 2017USD ($) | Jun. 30, 2021USD ($) | May 30, 2020USD ($) | Apr. 30, 2020USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 26, 2018USD ($) | Dec. 25, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2016USD ($) | Dec. 31, 2015USD ($) |
Affiliated Entity | SSIG | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Proceeds from grant | $ 504,000 | |||||||||||||||
Paycheck Protection Program | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Repayment of unsecured loan | $ 504,000 | |||||||||||||||
Debt related interest expense | $ 259,000 | $ 328,000 | $ 298,000 | |||||||||||||
Paycheck Protection Program | Unsecured Debt | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Proceeds from unsecured loan | $ 3,516,000 | |||||||||||||||
Repayment of unsecured loan | $ 3,012,000 | |||||||||||||||
Line of Credit | Initial Credit Agreement | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit maximum borrowing capacity | $ 6,500,000 | |||||||||||||||
Line of Credit | Amended Credit Agreement Maturing October 2018 | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit maximum borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||||||||||||||
Proceeds from line of credit | $ 5,000,000 | |||||||||||||||
Line of credit outstanding | $ 5,000,000 | |||||||||||||||
Line of Credit | Amended Credit Agreement Maturing October 2018 | Prime Rate | Minimum | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, variable rate | 0.75% | 0.75% | 0.75% | |||||||||||||
Line of Credit | Amended Credit Agreement Maturing October 2018 | Prime Rate | Maximum | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, variable rate | 1.00% | 1.00% | 1.00% | |||||||||||||
Line of Credit | Amended Credit Agreement Maturing December 2020 | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit maximum borrowing capacity | $ 12,000,000 | |||||||||||||||
Proceeds from line of credit | $ 1,000,000 | 6,000 | 12,000,000 | |||||||||||||
Line of credit outstanding | $ 6,000 | 6,000,000 | $ 6,000,000 | |||||||||||||
Repayment of line of credit | $ 6,000,000 | 6,000,000 | ||||||||||||||
Line of Credit | Amended Credit Agreement Maturing December 2022 | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Line of credit maximum borrowing capacity | $ 15,000,000 | $ 15,000 | ||||||||||||||
Debt covenant, adjusted quick ratio | 1.20 |
COMMITMENTS AND CONTINGENT LI_3
COMMITMENTS AND CONTINGENT LIABILITIES (Future Minimum Lease Commitments) (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Rental of premises | |
Operating Leases Future Minimum Payments [Line Items] | |
2022 | $ 2,486 |
2023 | 1,844 |
2024 | 826 |
2025 | 770 |
Total | 5,926 |
Lease of motor vehicles | |
Operating Leases Future Minimum Payments [Line Items] | |
2022 | 8 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Total | $ 8 |
COMMITMENTS AND CONTINGENT LI_4
COMMITMENTS AND CONTINGENT LIABILITIES (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 10, 2012 | |
Commitments and Contingencies [Line Items] | ||||
Operating lease expense | $ 2,072 | $ 2,215 | $ 2,474 | |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 |
Bank guarantees | $ 231 | |||
Israeli Subsidiary | ||||
Commitments and Contingencies [Line Items] | ||||
Bank deposits pledged | $ 859 | |||
Subsidiaries | ||||
Commitments and Contingencies [Line Items] | ||||
Shares of subsidiary pledged | 65,000 | |||
Ordinary shares, par value (in dollars per share) | $ 0.01 |
TEMPORARY EQUITY AND STOCKHOL_3
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Narrative) (Details) | Jan. 07, 2019USD ($)$ / sharesshares | Dec. 10, 2012USD ($)$ / sharesshares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)installment$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Nov. 30, 2021USD ($)$ / sharesshares | Jun. 29, 2010shares | Feb. 25, 2010$ / sharesshares |
Temporary Equity [Line Items] | ||||||||
Preference shares, shares issued (in shares) | 0 | 73,690,340 | ||||||
Preference shares, shares outstanding (in shares) | 0 | 73,690,340 | ||||||
Authorized (in shares) | 500,000 | 74,236,884 | ||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Temporary equity issued (in shares) | 0 | 73,690,340 | ||||||
Dividends declared | $ | $ 0 | |||||||
Conversion IPO threshold | $ | 60,000 | |||||||
Equity value threshold | $ | 500,000 | |||||||
Retained earnings | $ | $ (132,476,000) | $ (48,113,000) | $ 0 | |||||
Exchange ratio | 1.337 | 1.337 | 1.337 | |||||
Treasury stock acquired (in shares) | 1,914,328 | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Treasury stock cost | $ | $ 1,629,000 | |||||||
Number of securities callable by warrants (in shares) | 1 | |||||||
Fair market value (in shares) | 1 | |||||||
Holder | ||||||||
Temporary Equity [Line Items] | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Warrants issued (in shares) | 133,725 | |||||||
Number of securities callable by warrants (in shares) | 133,725 | |||||||
Exercise price per share (in dollars per share) | $ / shares | $ 0.07 | |||||||
Fair market value (in shares) | 1 | |||||||
Common stocks | ||||||||
Temporary Equity [Line Items] | ||||||||
Number of votes for each share | vote | 1 | |||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||
Series F Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Authorized (in shares) | 12,876,359 | |||||||
Temporary equity, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||
Temporary equity issued (in shares) | 12,876,359 | 12,876,359 | ||||||
Equity investments, net of issuance cost | $ | $ 29,692,000 | |||||||
Optional redemption period | 5 years | |||||||
Redemption amount | $ | $ 39,132,000 | $ 116,195,000 | ||||||
Annual installments period | installment | 3 | |||||||
After redemption optional period | 6 years | |||||||
Redemption adjustment | $ | $ 77,063,000 | $ 7,297,000 | $ 1,835,000 | |||||
Series E Preferred Stock [Member] | ||||||||
Temporary Equity [Line Items] | ||||||||
Authorized (in shares) | 8,327,431 | |||||||
Temporary equity issued (in shares) | 8,327,431 | |||||||
Redemption amount | $ | $ 15,000 | $ 15,000 | ||||||
Redemption adjustment | $ | $ 0 | $ 0 | $ 172,000 |
TEMPORARY EQUITY AND STOCKHOL_4
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Preferred Stock) (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 07, 2019 | Dec. 31, 2018 |
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 500,000 | 74,236,884 | |||
Temporary equity issued (in shares) | 0 | 73,690,340 | |||
Temporary equity outstanding (in shares) | 0 | 73,690,340 | 73,690,340 | 60,813,980 | |
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 86,997,000 | ||||
Temporary Equity, Liquidation Preference | $ 87,131,986 | ||||
Series A Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 11,296,649 | ||||
Temporary equity issued (in shares) | 11,075,128 | ||||
Temporary equity outstanding (in shares) | 11,075,128 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 2,988,788 | ||||
Temporary Equity, Liquidation Preference | $ 3,000,000 | ||||
Series A-1 Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 2,124,239 | ||||
Temporary equity issued (in shares) | 2,124,239 | ||||
Temporary equity outstanding (in shares) | 2,124,239 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 986,529 | ||||
Temporary Equity, Liquidation Preference | $ 1,000,000 | ||||
Series B Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 4,149,641 | ||||
Temporary equity issued (in shares) | 4,149,641 | ||||
Temporary equity outstanding (in shares) | 4,149,641 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 1,500,000 | ||||
Temporary Equity, Liquidation Preference | $ 1,500,000 | ||||
Series B-1 Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 2,124,241 | ||||
Temporary equity issued (in shares) | 2,124,241 | ||||
Temporary equity outstanding (in shares) | 2,124,241 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 1,000,000 | ||||
Temporary Equity, Liquidation Preference | $ 1,000,000 | ||||
Series B-2 Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 14,523,750 | ||||
Temporary equity issued (in shares) | 14,523,750 | ||||
Temporary equity outstanding (in shares) | 14,523,750 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 6,971,930 | ||||
Temporary Equity, Liquidation Preference | $ 7,000,000 | ||||
Series C Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 11,438,289 | ||||
Temporary equity issued (in shares) | 11,113,266 | ||||
Temporary equity outstanding (in shares) | 11,113,266 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 9,445,233 | ||||
Temporary Equity, Liquidation Preference | $ 9,500,002 | ||||
Series D Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 7,376,285 | ||||
Temporary equity issued (in shares) | 7,376,285 | ||||
Temporary equity outstanding (in shares) | 7,376,285 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 9,972,537 | ||||
Temporary Equity, Liquidation Preference | $ 10,000,001 | ||||
Series E Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 8,327,431 | ||||
Temporary equity issued (in shares) | 8,327,431 | ||||
Temporary equity outstanding (in shares) | 8,327,431 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 15,000,000 | ||||
Temporary Equity, Liquidation Preference | $ 15,000,000 | ||||
Series F Preferred Stock [Member] | |||||
Temporary Equity [Line Items] | |||||
Temporary equity authorized (in shares) | 12,876,359 | ||||
Temporary equity issued (in shares) | 12,876,359 | 12,876,359 | |||
Temporary equity outstanding (in shares) | 12,876,359 | ||||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | $ 39,131,983 | ||||
Temporary Equity, Liquidation Preference | $ 39,131,983 |
TEMPORARY EQUITY AND STOCKHOL_5
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Common Shares Activity) (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 10, 2012 |
Temporary Equity Disclosure [Abstract] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 100,634,071 | ||
Common stock, shares issued (in shares) | 119,017,380 | 18,189,937 | ||
Common stock, shares outstanding (in shares) | 119,017,380 | 16,275,609 |
TEMPORARY EQUITY AND STOCKHOL_6
TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT (Shares Reserved) (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity Disclosure [Abstract] | ||
Temporary Equity, Options Outstanding, Reserved for Future Issuance | 11,302,275 | 13,204,528 |
Common Stock, Capital Shares Reserved for Future Issuance | 208,704 | 1,548,562 |
Temporary Equity, Options Available for Future Grant | 11,510,979 | 14,753,090 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2021USD ($)shares | Jun. 23, 2021USD ($) | Nov. 30, 2021USD ($)shares | Apr. 30, 2021USD ($) | Dec. 31, 2021USD ($)award$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Jun. 07, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 1 year | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 208,704 | 1,548,562 | ||||||
Weighted average fair value of option (usd per share) | $ / shares | $ 2.31 | $ 0.53 | $ 0.35 | |||||
Cost not yet recognized | $ 4,128 | |||||||
Period for cost yet to be recognized | 2 years 4 months 28 days | |||||||
Remaining expiration period | 24 months | |||||||
Founders terminated or leave period | 12 months | |||||||
Percentage of vesting rights | 0.50 | |||||||
Incremental cost | $ 623 | |||||||
Notes receivable, related parties | $ 1,199 | |||||||
Exercises of fully vested options | 740 | |||||||
Remainder amount of other purposes and recognized bonus related expense upon forgiveness | 459 | |||||||
General and Administrative Expense [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Incremental cost | 47 | |||||||
Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation expenses | 262 | $ 162 | $ 52 | |||||
Other Noncurrent Assets | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Loans not used by founders to exercise stock options | 459 | |||||||
Founders Promissory Note | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Notes receivable, related parties | $ 1,199 | $ 1,076 | ||||||
Loan granted amount | $ 123 | |||||||
Stated rate | 0.0089 | |||||||
Founders Loan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercises of fully vested options | $ 740 | |||||||
Total principal amount, interest forgiven | $ 1,199 | $ 1,199 | ||||||
Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage | 75.00% | |||||||
Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting rights, percentage | 25.00% | |||||||
Founders Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | 4 years | ||||||
Approved amendment granted | award | 2 | |||||||
Legacy Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Granted (in shares) | shares | 0 | |||||||
Legacy Plan | Employees | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | shares | 1,590,997 | |||||||
Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of common stock equal to the fully-diluted shares outstanding | 10.00% | 10.00% | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 15,617,049 | 15,617,049 | ||||||
Annual increase period | 10 years | |||||||
Aggregate number of shares of common stock outstanding | 5.00% | |||||||
Number of issued and outstanding shares of common stock fully diluted basis | 30.00% | 30.00% | ||||||
Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 2,868,438 | 2,868,438 | ||||||
Shares outstanding on the final day of the immediately preceding | 1.00% | |||||||
Shares issued under ESPP (in shares) | shares | 0 | |||||||
Minimum | Legacy Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expiration period | 10 years | |||||||
Maximum | Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | shares | 17,383,002 | 17,383,002 |
STOCK-BASED COMPENSATION ( Stoc
STOCK-BASED COMPENSATION ( Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Legacy Plan | ||
Number of options | ||
Granted (in shares) | 0 | |
Employees | Legacy Plan | ||
Number of options | ||
Outstanding at the beginning of the period (in shares) | 12,185,210 | |
Consultant has become employee (in shares) | (628,509) | |
Granted (in shares) | 1,590,997 | |
Forfeited (in shares) | (257,574) | |
Expired (in shares) | (51,018) | |
Exercised (in shares) | (2,973,476) | |
Outstanding at the end of the period (in shares) | 11,122,648 | 12,185,210 |
Exercisable options at the end of the period (in shares) | 7,139,268 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at the beginning of the period (in USD per share) | $ 0.37 | |
Consultant has become employee (in USD per share) | 0.61 | |
Granted (in USD per share) | 2.81 | |
Forfeited (in USD per share) | 0.91 | |
Expired (in USD per share) | 0.59 | |
Exercised (in USD per share) | 0.50 | |
Outstanding at the end of the period (in USD per share) | 0.82 | $ 0.37 |
Exercisable exercise price at the end of the period (in USD per share) | $ 0.51 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Outstanding option, weighted average remaining contractual term (in years) | 6 years 10 months 13 days | 7 years 2 months 12 days |
Outstanding exercisable, weighted average remaining contractual term (in years) | 5 years 8 months 23 days | |
Outstanding intrinsic value at the beginning of the period | $ 3,100 | |
Outstanding intrinsic value at the end of the period | 64,818 | $ 3,100 |
Outstanding exercisable intrinsic value at the end of the period | $ 43,862 | |
Consultants | Stock Option Plan | ||
Number of options | ||
Outstanding at the beginning of the period (in shares) | 1,019,318 | |
Consultant has become employee (in shares) | (628,509) | |
Granted (in shares) | 99,628 | |
Forfeited (in shares) | (27,581) | |
Expired (in shares) | 0 | |
Exercised (in shares) | (283,229) | |
Outstanding at the end of the period (in shares) | 179,627 | 1,019,318 |
Exercisable options at the end of the period (in shares) | 123,515 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Outstanding at the beginning of the period (in USD per share) | $ 0.51 | |
Consultant has become employee (in USD per share) | 0.61 | |
Granted (in USD per share) | 2.81 | |
Forfeited (in USD per share) | 0.61 | |
Expired (in USD per share) | 0 | |
Exercised (in USD per share) | 1.22 | |
Outstanding at the end of the period (in USD per share) | 0.31 | $ 0.51 |
Exercisable exercise price at the end of the period (in USD per share) | $ 0.35 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Outstanding option, weighted average remaining contractual term (in years) | 2 years 4 months 2 days | 6 years 3 months 25 days |
Outstanding exercisable, weighted average remaining contractual term (in years) | 2 years 3 months 29 days | |
Outstanding intrinsic value at the beginning of the period | $ 213 | |
Outstanding intrinsic value at the end of the period | 1,139 | $ 213 |
Outstanding exercisable intrinsic value at the end of the period | $ 778 |
STOCK-BASED COMPENSATION ( Fair
STOCK-BASED COMPENSATION ( Fair Value of Each Option on The Date of Grant) (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 65.00% | 79.00% | 70.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 7 days | 6 years 1 month 9 days | 6 years 1 month 9 days |
Risk free interest rate, minimum | 1.06% | 0.62% | 1.65% |
Risk free interest rate, maximum | 1.11% | 0.82% | 1.91% |
STOCK-BASED COMPENSATION ( St_2
STOCK-BASED COMPENSATION ( Stock Option Activity Under Plan) (Details) - Employees - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | $ 262 | $ 162 | $ 52 |
Stock Option Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | 3,011 | 420 | 326 |
Cost of Sales [Member] | Stock Option Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | 43 | 11 | 6 |
Research and Development Expense [Member] | Stock Option Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | 501 | 121 | 77 |
Selling and Marketing Expense [Member] | Stock Option Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | 470 | 196 | 200 |
General and Administrative Expense [Member] | Stock Option Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock based compensation expenses | $ 1,997 | $ 92 | $ 43 |
INCOME TAXES - Income before In
INCOME TAXES - Income before Income Tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (11,098) | $ 1,241 | $ (6,689) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 863 | (853) | 257 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | $ (10,235) | $ 388 | $ (6,432) |
INCOME TAXES - Income Tax Expen
INCOME TAXES - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Current Federal, State and Local, Tax Expense (Benefit) | $ (8) | $ 96 | $ 25 |
Current Foreign Tax Expense (Benefit) | 1,245 | 1,104 | 877 |
Current Income Tax Expense (Benefit), Total | $ 1,237 | $ 1,200 | $ 902 |
INCOME TAXES - Effective Income
INCOME TAXES - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |||
Income (Loss) from Continuing Operations before Income Taxes, Domestic | $ (11,098) | $ 1,241 | $ (6,689) |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 863 | (853) | 257 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total | $ (10,235) | $ 388 | $ (6,432) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Income taxed computed at U. S. federal statutory rate | $ (2,149) | $ 81 | $ (1,351) |
Effective Income Tax Rate Reconciliation, Foreign Income Tax Rate Differential, Amount | (14) | (155) | (52) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | (359) | 207 | (464) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 81 | 40 | 114 |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount | (118) | 100 | 98 |
Effective Income Tax Rate Reconciliation, Global Intangible Low Taxed Income, Amount | 308 | 0 | 261 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 1,493 | 159 | 1,661 |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount | (338) | (469) | (301) |
Effective Income Tax Rate Reconciliation, Change in Uncertain Tax Positions, Amount | 881 | 956 | 880 |
Effective Income Tax Rate Reconciliation, Foreign Currency Adjustment, Amount | (22) | 187 | 22 |
Effective Income Tax Rate Reconciliation, Withholding Tax, Amount | 266 | 113 | 73 |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Deduction Limitation to Compensation, Amount | 538 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Transaction Costs | 578 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Warrants | 160 | (5) | 5 |
Effective Income Tax Rate Reconciliation, Tax Inflation Adjustment | 185 | 0 | 0 |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | 111 | (33) | (61) |
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount | (364) | 19 | 17 |
Income Tax Expense (Benefit), Total | $ 1,237 | $ 1,200 | $ 902 |
Effective Income Tax Rate Reconciliation, Percent | (12.00%) | 309.00% | (14.00%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets, Net of Valuation Allowance [Abstract] | ||
Deferred Tax Assets, Operating Loss Carryforwards | $ 10,201 | $ 9,131 |
Deferred Tax Assets, Tax Credit Carryforwards | 1,128 | 891 |
Deferred Tax Asset, Interest Carryforward | 25 | 0 |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Accrued Liabilities | 597 | 716 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 127 | 106 |
Deferred Tax Assets, Goodwill and Intangible Assets | 180 | 176 |
Deferred Tax Assets, Other | 187 | 164 |
Deferred Tax Assets, Gross, Total | 12,445 | 11,184 |
Deferred Tax Assets, Valuation Allowance | (12,445) | (11,184) |
Deferred Tax Assets, Net of Valuation Allowance, Total | $ 0 | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Undistributed foreign subsidiaries | $ 8,720 | $ 7,594 | |
Amount of unrecognized deferred tax liability, undistributed earnings of foreign subsidiaries | 1,224 | 873 | |
Unrecognized tax benefits | 3,162 | 2,373 | $ 1,438 |
Unrecognized tax benefits that would impact effective tax rate | 3,162 | 2,373 | |
Interest on income taxes accrued | 136 | $ 49 | |
Increase in unrecognized tax benefits is reasonably possible | $ 82 |
INCOME TAXES - Operating Loss C
INCOME TAXES - Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 74,198 | $ 64,255 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 36,817 | 32,948 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 36,245 | 29,567 |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 1,136 | $ 1,740 |
INCOME TAXES - Income Tax Conti
INCOME TAXES - Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross unrecognized tax benefits, beginning balance | $ 2,373 | $ 1,438 |
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | 508 | 0 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (410) | 0 |
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions | 691 | 935 |
Gross unrecognized tax benefits, ending balance | $ 3,162 | $ 2,373 |
RELATED PARTIES (Details)
RELATED PARTIES (Details) - USD ($) $ in Thousands | Dec. 01, 2021 | Nov. 30, 2021 | Nov. 30, 2021 | Apr. 30, 2021 | Dec. 31, 2021 | Jun. 07, 2021 |
Related Party Transaction [Line Items] | ||||||
Related party transaction | $ 6,100 | |||||
Notes receivable, related parties | $ 1,199 | |||||
Exercises of fully vested options | 740 | |||||
Administrative services | 4,130 | |||||
Research and development expenses | $ 2 | |||||
Other Noncurrent Assets | ||||||
Related Party Transaction [Line Items] | ||||||
Loans not used by founders to exercise stock options | $ 459 | |||||
Founders Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Notes receivable, related parties | $ 1,199 | $ 1,076 | ||||
Founders Loan | ||||||
Related Party Transaction [Line Items] | ||||||
Exercises of fully vested options | 740 | |||||
Total principal amount, interest forgiven | $ 1,199 | $ 1,199 | ||||
Grant Agreement | SSIG | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction | $ 504 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) | 12 Months Ended |
Dec. 31, 2021operatingSegment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
SEGMENT REPORTING (Revenue and
SEGMENT REPORTING (Revenue and Property and Equipment, by Geographical Areas) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 90,291 | $ 68,801 | $ 56,338 |
Property and equipment, net | 4,840 | 2,325 | |
UNITED STATES | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 81,882 | 62,760 | 50,837 |
Property and equipment, net | 3,051 | 595 | |
CANADA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,039 | 518 | 311 |
Asia Pacific [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 3,151 | 2,636 | 2,657 |
EMEA [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 2,515 | 1,463 | 1,645 |
Latin America [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,704 | 1,424 | $ 888 |
ISRAEL | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | 1,495 | 1,625 | |
Rest of the World [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Property and equipment, net | $ 294 | $ 105 |
BASIC AND DILUTED NET LOSS PE_3
BASIC AND DILUTED NET LOSS PER SHARE (Basic and Diluted Net loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Income (Loss) Attributable to Parent [Abstract] | |||
Net Income (Loss) Attributable to Parent | $ (11,472) | $ (812) | $ (7,334) |
Preferred Stocks, Accretion To Redemption Value, Adjustment | (77,063) | (7,297) | (2,007) |
Net loss attributable to common stockholders, basic | (88,535) | (8,109) | (9,341) |
Net loss attributable to common stockholders, diluted | $ (88,535) | $ (8,109) | $ (9,341) |
Earnings Per Share, Basic and Diluted [Abstract] | |||
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, basic (in shares) | 26,745,020 | 16,028,560 | 15,886,958 |
Weighted-average number of stocks used in computing net loss per stock attributable to common stockholders, diluted (in shares) | 26,745,020 | 16,028,560 | 15,886,958 |
Net loss per stock attributable to common stockholders – basic (in dollars per share) | $ (3.31) | $ (0.51) | $ (0.59) |
Net loss per stock attributable to common stockholders – diluted (in dollars per share) | $ (3.31) | $ (0.51) | $ (0.59) |
BASIC AND DILUTED NET LOSS PE_4
BASIC AND DILUTED NET LOSS PER SHARE (Narrative) (Details) | Dec. 31, 2021 | Nov. 30, 2021 | Jan. 07, 2019 |
Earnings Per Share [Abstract] | |||
Exchange ratio | 1.337 | 1.337 | 1.337 |
BASIC AND DILUTED NET LOSS PE_5
BASIC AND DILUTED NET LOSS PER SHARE (Securities Excluded from Computation of Earnings Per Share) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Preferred Stocks [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share (in shares) | 0 | 73,690,340 | 73,690,340 |
Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share (in shares) | 11,302,275 | 13,204,528 | 9,953,958 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share (in shares) | 10,222,500 | 680,271 | 680,271 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - TV Squared $ in Thousands | Feb. 07, 2022USD ($)shares |
Subsequent Event [Line Items] | |
Payments not paid yet for acquire business | $ | $ 100,000 |
Shares issued as consideration (shares) | shares | 12,500,000 |