SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements and notes to the consolidated financial statements included in this Annual Report on Form 10-K are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for annual financial information and the instructions to Form 10-K and Article 10 of Regulation S-X. The accompanying consolidated financial statements include its accounts and those of its wholly-owned subsidiaries; all intercompany activity and balances have been eliminated. 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, 2023 and 2022 and the consolidated results of operations and cash flows for the years ended December 31, 2023, 2022 and 2021. Prior Period Reclassification In the second quarter of 2022, the Company reclassified amounts recorded for depreciation, amortization and impairment expenses and presented them as a separate line item on its consolidated statements of operations. Additionally, the Company no longer presents gross profit as a subtotal on its consolidated statements of operations. All prior periods have been adjusted. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such management estimates and assumptions are related, but not limited to income tax uncertainties, deferred taxes, share-based compensation, as well as the fair value of assets acquired, and liabilities assumed in business combinations. 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Global Events A number of Company’s employees, including some senior employees and two of our directors are residents of Israel. As of today, the Company’s business operations have not been disrupted to any significant extent and the Company does not anticipate any material impact to operations going forward amidst the war in Israel. All of our infrastructure and internal networks are cloud-based and are located outside of Israel. Key systems and IT functions are distributed globally, and our customer care and sales teams are situated mainly in the US, the UK and Argentina. Our office in Israel is primarily a research and development facility and is one of three of our worldwide research and development facilities. Accounting Policies Functional currency A majority of the Company’s revenue is generated in US dollars. 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 finance (income) expenses, net on the consolidated statements of operations. 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. Short-term bank deposits The Company utilizes short-term deposits in order to maximize the use of cash on hand. As of December 31, 2023, the Company’s foreign subsidiary held deposits in local financial institutions with earnings that align with the country’s rate of inflation. As of December 31, 2022, the Company had deposits of $10,000 with original maturities greater than 90 days at 4.1% interest held with a US financial institution. Restricted deposits 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, respectively. As of December 31, 2023 and 2022, the Company’s restricted deposits are denominated in New Israeli Shekels (“NIS”) and bore interest at weighted average interest rates of 4.4% and 0.01%, respectively. Restricted deposits are presented at their cost, including accrued interest. Trade receivable, net The Company records trade receivables for amounts invoiced and yet unbilled invoices. The Company’s expected loss allowance methodology for trade receivables is based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. The estimated credit loss allowance is recorded as general and administrative expenses on the Company's consolidated statements of operations. Property and equipment, net Property and equipment are stated at cost, net of accumulated depreciation and impairment loss. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows: Years Computers and peripheral equipment 3 Office furniture and equipment 5-7 Leasehold improvements The shorter of the lease term or the useful life of the asset Internal-use software 3 Software development costs Software development costs, which are included in property and equipment, net, consist of capitalized costs related to purchase and develop internal-use software. The Company uses such software 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 personnel-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 three-year estimated useful life. The amortization is presented within depreciation and amortization in the consolidated statements of operations. During the years ended December 31, 2023 and 2022, the Company capitalized internal-use software cost of $10,809 an d $11,143, respectively. During the year ended December 31, 2022, the Company recorded impairment charges included in depreciation, amortization and long-lived assets impairment in the consolidated statement of operations of $547 due to the abandonment of certain internal use software projects. Business combinations The Company accounts for business combinations by applying the provisions of ASC 805, Business Combination (“ASC 805”) and allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair value of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value 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 acquired intangible assets Goodwill and acquired intangible assets recorded in the Company's financial statements result from various business combinations. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill is not amortized as it is estimated to have an indefinite life. As such, goodwill is subject to an annual 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 operates in one operating segment, and this segment is the only 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. During the second quarter of 2023, the Company experienced a decline in its stock price resulting in its market capitalization being less than the carrying value of its reporting unit. As a result, the Company performed a quantitative assessment of its reporting unit. The fair value was determined based on the market approach. The market approach utilizes the Company's market capitalization plus an appropriate control premium. Market capitalization is determined by multiplying the number of common stock outstanding by the market price of its common stock. The control premium is determined by utilizing publicly available data from studies for similar transactions of public companies. As a result of this assessment, the Company recorded a goodwill impairment charge of $14,503. 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. The Company performed its annual goodwill impairment test on October 1, 2023, and the Company concluded that no additional goodwill impairment should be recorded. There were no impairments of goodwill during the years ended December 31, 2022 and 2021. Refer to Note 6, Goodwill and Intangible Assets for further details. Separately acquired intangible assets are measured on initial recognition at cost including directly attributable costs. Intangible assets acquired in a business combination are measured at fair value at the acquisition date. Customer relationships and acquired technology are amortized on a straight-line basis over the estimated useful life of the assets; approximately 11 years and 6 years, respectively. Amortization of customer relationships and acquired technology is presented within depreciation, amortization and long-lived assets impairment in the consolidated statement of operations. During the year ended December 31, 2023, the Company decided to stop using the trade name. As a result, the Company reassessed the amortization period of the trade name. As of December 31, 2023, the trade name was fully amortized. 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. The development of the Company’s measurement product in 2023, prompted the Company to assess whether an impairment loss should be recorded on its measurement legacy product. As result of this assessment, the Company has concluded that its legacy measurement product is not recoverable and that an impairment loss should be recognized. The Company used the income approach to measure the impairment loss and for the year ended December 31, 2023, recorded an impairment loss of $2,253. Leases Innovid's lease portfolio primarily consists of real estate properties. Short-term leases with a term of 12 months or less are not recorded on the balance sheet. Innovid does not separate lease components from non-lease components. The Company is a lessee in all its lease agreements. The Company records lease liabilities based on the present value of lease payments over the lease term. Innovid generally uses an incremental borrowing rate to discount its lease liabilities, as the rate implicit in the lease is typically not readily determinable. Certain lease agreements include renewal options that are under the Company's control. Optional renewal periods are included in the lease term when it is reasonably certain that the Company will exercise its option. Variable lease payments are primarily related to payments to lessors for taxes, maintenance, insurance, and other operating costs. The Company's lease agreements do not contain any significant residual value guarantees or restrictive covenants. Fair value of financial instruments The Company applies a fair value framework to measure 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 portions of long term debt. Their historical carrying amounts are approximate fair values due to the short-term maturities of these instruments. The Company’s investments in money market funds are classified as cash equivalents and measured at fair value. The Company measures its warrants liability at fair value. 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. The goodwill impairment recorded in the year ended December 31, 2023 was estimated using the Company's stock price, a Level 1 input, adjusted for an estimated control premium. The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2023 Level 1 Level 2 Level 3 Assets: Money market funds $ 32,264 $ — $ — Liabilities: Warrants liability $ 307 $ — $ — December 31, 2022 Level 1 Level 2 Level 3 Assets: Money market funds $ 18,948 $ — $ — Certificates of deposit $ — $ 20,000 $ — Liabilities: Warrants liability $ 1,265 $ — $ 3,036 The change in the fair value of the Level 3 warrant liability is summarized below: December 31, 2023 2022 Beginning of the year $ 3,036 $ 15,462 Change in fair value (2,330) (12,426) Transfer to level 1 (706) — End of the year $ — $ 3,036 Certificates of deposit represented deposits with certain financial institutions with maturities up to 180 days. These amounts are included in cash equivalents and short-term bank deposits on our consolidated balance sheet and are carried at cost, which approximates fair value. As of December 31, 2023, the Company’s warrant liability represents the warrants that were assumed in the Transaction, which were originally issued in connection with ION’s initial public offering (refer to Note 11, Warrants ). The Company’s warrants are recorded on the balance sheet at fair value. This valuation is subject to re-measurement at each balance sheet date. The Company determines the fair value of the warrants by using the closing price of the Company’s warrants. As of December 31, 2023, almost all of the Company’s private warrants were transferred by the original holders and therefore are no longer classified as Level 3. Gains and losses from the remeasurement of the warrants liability are recognized in finance (income) expenses, net in the consolidated statements of operations. As of December 31, 2022, the Company’s private warrants were classified as Level 3 and were valued based on a Black-Scholes option pricing model for the private warrants were as follows: December 31, 2022 Risk-free interest rate 4.07 % Expected dividends — % Expected term (years) 3.9 Expected volatility 85 % Accrued employee benefits 401(k) profit sharing plan 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, 2023, 2022 and 2021 the Company recorded expenses for matching contributions in the amount of $1,204, $1,182 and $961, respectively. 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 8.3% 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, 2023, 2022 and 2021, amounted to approximately $830, $946 and $755, respectively. 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 controlled foreign corporation (“CFC”) is required to include its Global Intangible Low-Taxed Income (“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. 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 US, Israel and UK. The Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets exceed federally insured limits. 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 US, APAC, EMEA, and LATAM. The Company mitigates its credit risk 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, 2023, 2022 and 2021, two of the Company’s customers accounted for more than 10% of the Company’s total revenue as presented below: Year ended December 31, 2023 2022 2021 Customer A 16 % 11 % *) Customer B *) 10 % *) * less than 10% 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 service conditions is calculated using a Black-Scholes option pricing model. The grant date fair value of 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 stock 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 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 (income) expenses, net in the consolidated statements of operations. Revenue recognition The majority of the Company’s revenue is derived from digital ad solutions, where the Company provides a cloud based ad serving platform for use by advertisers, media agencies and publishers. Standard, interactive and data driven digital video ads are delivered through this ad serving platform. Advertising impressions are served via the Company’s cloud based ad serving platform to various digital publishers across CTV, mobile TV, desktop TV, display, and other channels. InnovidXP, the Company’s cloud based cross-platform TV Ad measurement solution, measures the efficiency of CTV advertising and in-flight optimizations for TV marketers. The customers get insights into the effectiveness of their TV and digital advertising. The Company also provides creative services for 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 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 standalone selling price (“SSP”). SSP is typically estimated based on observable transactions when these services are sold on a standalone basis. Revenue related to ad serving is recognized when impressions are delivered via the Company’s ad serving platform. 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. Revenue related to Innovid XP solution is recognized over time, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance. Revenue for these measurement services is recognized over the service period. Revenue related to creative projects is recognized when the Company delivers an ad unit. Creative services projects are usually delivered within a week. The Company’s accounts receivable, consist primarily of receivables related to products and services, for which the Company’s contracted performance obligations have been satisfied, the amount has been billed and the Company has an unconditional right to payment. The Company typically bills customers monthly 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. Most of the Company’s contracts can be cancelled without 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. Deferred revenue represent mostly unrecognized fees billed or collected for measurement platform services. Deferred revenue is recognized as (or when) the Company performs under the contract. Revenue from ad serving solutions via Innovid’s ad serving platform were 73.3%, 76.7%, and 93.6% of the Company’s revenue for the years ended December 31, 2023, 2022 and 2021, respectively. Revenue from measurement subscriptions were 23.1%, 19.7% and 1.6% for the years ended December 31, 2023, 2022 and 2021, respectively. Creative services were 3.6%, 3.6% and 4.8% of the Company’s revenue for the years ended December 31, 2023, 2022 and 2021, 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 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. Most of the Company’s commissions are commensurate. If commissions are not eligible for the practical expedient, the Company capitalizes these commissions. Capitalized commissions are amortized over three years. As of December 31, 2023 and 2022, capitalized commissions costs were immaterial. Cost of revenue Cost of re |