Innovid (CTV) - 2024 Q2 - Quarterly Report

FORM 10-Q Quarterly Report Registrant Information Innovid Corp. submitted its quarterly report for the period ended June 30, 2024, registered in Delaware, listed on NYSE, and identified as an accelerated filer, smaller reporting company, and emerging growth company - Innovid Corp. submitted its quarterly report for the period ended June 30, 2024[1] Company Registration Information | Indicator | Detail | | :--- | :--- | | Registrant Name | Innovid Corp. | | Jurisdiction of Incorporation | Delaware | | Telephone Number | +1(212) 966-7555 | | Trading Symbol (Common Stock) | CTV | | Trading Symbol (Warrants) | CTVWS | | Listing Exchange | New York Stock Exchange | | Filer Status | Accelerated Filer, Smaller Reporting Company, Emerging Growth Company | - As of July 30, 2024, the company had 146,407,446 shares of common stock outstanding[3] Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Forward-Looking Statements This quarterly report contains forward-looking statements about future financial performance, business strategies, and expectations, based on management's beliefs and assumptions, but actual results may differ materially due to known and unknown risks and uncertainties - Forward-looking statements in this report concern future financial performance, business strategies, and business expectations, based on management's beliefs and assumptions[5] - Actual results may differ materially from forward-looking statements due to various known and unknown risks and uncertainties[6][7] - Risk factors include securities liquidity, financing ability, talent retention, regulatory changes, advertiser relationships, CTV viewing behavior changes, investment decisions, market opportunity estimates, sales and marketing efforts, growth management, advertising demand, international conflict impacts, digital advertising acceptance, platform scalability, and increased competition[6] WHERE TO FIND MORE INFORMATION Information Sources The company discloses important information via its investor website (investors.innovid.com) and social media channels (e.g., LinkedIn, Facebook, Twitter), advising investors to monitor these channels along with SEC filings, press releases, conference calls, and webcasts - The company discloses important non-public information through the "Investors" section of its website (www.innovid.com) or investors.innovid.com[8] - The company may also use social media channels such as LinkedIn, Facebook, or Twitter to disclose company and business information[8] - SEC filings are available on the SEC website (http://www.sec.gov), but website information does not constitute part of this quarterly report[8] Part I Item 1. Financial Statements This section presents Innovid Corp. and its subsidiaries' unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, with accompanying notes, for the periods ended June 30, 2024, and December 31, 2023, and for the three and six months ended June 30, 2024, and 2023 Condensed Consolidated Balance Sheets The condensed consolidated balance sheets provide a snapshot of the company's financial position as of June 30, 2024, compared to December 31, 2023, highlighting changes in assets, liabilities, and equity Condensed Consolidated Balance Sheets (As of June 30, 2024 vs December 31, 2023) | Indicator (Thousands of US Dollars) | June 30, 2024 | December 31, 2023 | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Assets | | | | | | Cash and cash equivalents | 30,580 | 49,585 | (19,005) | -38.3% | | Trade receivables, net | 45,762 | 46,420 | (658) | -1.4% | | Prepaid expenses and other current assets | 5,375 | 5,615 | (240) | -4.3% | | Total current assets | 81,717 | 101,620 | (19,903) | -19.6% | | Long-term restricted deposits | 430 | 412 | 18 | 4.4% | | Property and equipment, net | 20,449 | 18,419 | 2,030 | 11.0% | | Goodwill | 102,473 | 102,473 | 0 | 0.0% | | Intangible assets, net | 22,309 | 24,318 | (2,009) | -8.3% | | Operating lease right-of-use assets | 11,047 | 1,435 | 9,612 | 669.8% | | Other non-current assets | 799 | 1,278 | (479) | -37.5% | | Total assets | 239,224 | 249,955 | (10,721) | -4.3% | | Liabilities and Stockholders' Equity | | | | | | Trade payables | 6,548 | 2,810 | 3,738 | 133.0% | | Accrued employee and payroll expenses | 9,312 | 14,060 | (4,748) | -33.8% | | Lease liabilities—current portion | 1,354 | 1,200 | 154 | 12.8% | | Accrued expenses and other current liabilities | 11,849 | 7,426 | 4,423 | 59.6% | | Total current liabilities | 29,063 | 25,496 | 3,567 | 14.0% | | Long-term debt | — | 20,000 | (20,000) | -100.0% | | Lease liabilities—non-current portion | 10,053 | 634 | 9,419 | 1485.6% | | Other non-current liabilities | 10,536 | 7,528 | 3,008 | 39.9% | | Warrant liabilities | 664 | 307 | 357 | 116.3% | | Total stockholders' equity | 188,908 | 195,990 | (7,082) | -3.6% | | Total liabilities and stockholders' equity | 239,224 | 249,955 | (10,721) | -4.3% | - As of June 30, 2024, the company's cash and cash equivalents were $30.58 million, a 38.3% decrease from December 31, 2023[10] - Total current assets decreased by 19.6% to $81.72 million, primarily due to the reduction in cash[10] - Long-term debt was fully repaid, decreasing from $20.00 million to zero[10] - Operating lease right-of-use assets and non-current lease liabilities significantly increased by 669.8% and 1485.6%, respectively, reflecting the amendment and extension of the New York lease agreement[10][54] Condensed Consolidated Statements of Operations The condensed consolidated statements of operations present the company's financial performance for the three and six months ended June 30, 2024, and 2023, detailing revenue, expenses, and net loss Condensed Consolidated Statements of Operations (For the periods ended June 30, 2024) | Indicator (Thousands of US Dollars) | Q2 2024 | Q2 2023 | Change % (QoQ) | H1 2024 | H1 2023 | Change % (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 37,951 | 34,546 | 10.0% | 74,689 | 65,031 | 14.8% | | Cost of revenue | 9,097 | 8,591 | 5.9% | 17,829 | 16,856 | 5.8% | | Research and development expenses | 7,304 | 6,876 | 6.2% | 13,625 | 13,993 | -2.6% | | Sales and marketing expenses | 12,215 | 11,460 | 6.6% | 23,841 | 23,097 | 3.2% | | General and administrative expenses | 9,297 | 8,924 | 4.2% | 19,832 | 18,574 | 6.8% | | Depreciation and amortization | 2,831 | 2,064 | 37.2% | 5,455 | 4,094 | 33.3% | | Goodwill impairment | — | 14,503 | -100.0% | — | 14,503 | -100.0% | | Operating loss | (2,793) | (17,872) | -84.4% | (5,893) | (26,086) | -77.4% | | Finance income, net | (78) | (248) | -68.5% | (120) | (2,723) | -95.6% | | Loss before income taxes | (2,715) | (17,624) | -84.6% | (5,773) | (23,363) | -75.3% | | Income tax expense | 7,827 | 1,335 | 486.3% | 11,003 | 4,159 | 164.6% | | Net loss | (10,542) | (18,959) | -44.4% | (16,776) | (27,522) | -39.1% | | Net loss per share (basic and diluted) | (0.07) | (0.14) | -50.0% | (0.12) | (0.20) | -40.0% | - Revenue for Q2 2024 increased by 10.0% year-over-year to $37.95 million, and H1 revenue increased by 14.8% to $74.69 million, primarily driven by growth in CTV ad impressions and measurement solutions[13][105][106] - Net loss for Q2 2024 narrowed by 44.4% to $10.54 million, and H1 net loss narrowed by 39.1% to $16.78 million, mainly due to a $14.50 million goodwill impairment in the prior year period and a significant reduction in operating loss[13][115][116] - Income tax expense significantly increased by 486.3% in Q2 2024 and 164.6% in H1 2024, primarily due to increased global business profitability, non-deductibility of stock-based compensation, and recognition of uncertain tax positions[13][75][76][119][120] Condensed Consolidated Statements of Stockholders' Equity The condensed consolidated statements of stockholders' equity detail changes in the company's equity components, including common stock, additional paid-in capital, and accumulated deficit, for the six months ended June 30, 2024 Condensed Consolidated Statements of Stockholders' Equity (As of June 30, 2024) | Indicator (Thousands of US Dollars) | December 31, 2023 | June 30, 2024 | Change Amount | | :--- | :--- | :--- | :--- | | Common stock shares | 141,194,179 | 145,803,657 | 4,609,478 | | Common stock amount | 13 | 14 | 1 | | Additional paid-in capital | 378,774 | 388,467 | 9,693 | | Accumulated deficit | (182,797) | (199,573) | (16,776) | | Total stockholders' equity | 195,990 | 188,908 | (7,082) | - Total stockholders' equity as of June 30, 2024, was $188.91 million, a $7.08 million decrease from December 31, 2023[17] - Additional paid-in capital increased by $9.69 million, primarily from stock-based compensation ($9.61 million) and option exercises ($0.08 million)[17] - Accumulated deficit increased by $16.78 million, consistent with the net loss for the first half of the year[17] Condensed Consolidated Statements of Cash Flows The condensed consolidated statements of cash flows summarize the cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2024, and 2023 Condensed Consolidated Statements of Cash Flows (For the periods ended June 30, 2024) | Cash Flow Type (Thousands of US Dollars) | H1 2024 | H1 2023 | Change Amount | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 5,886 | 948 | 4,938 | | Net cash from investing activities | (4,702) | 4,247 | (8,949) | | Net cash from financing activities | (19,920) | 614 | (20,534) | | Effect of exchange rate changes | (251) | — | (251) | | Net (decrease) increase in cash and cash equivalents | (18,987) | 5,809 | (24,796) | | Cash and cash equivalents at beginning of period | 49,997 | 37,971 | 12,026 | | Cash and cash equivalents at end of period | 31,010 | 43,780 | (12,770) | - Net cash provided by operating activities was $5.89 million in H1 2024, a significant increase from $0.95 million in H1 2023, primarily due to non-cash expenses offsetting net loss and favorable timing of accrued expenses and accounts payable[20][129] - Net cash used in investing activities was $4.70 million, primarily for internal software development projects, compared to a net inflow of $4.25 million in H1 2023 (including $10.0 million withdrawal from short-term bank deposits)[20][130] - Net cash used in financing activities was $19.92 million, mainly due to the repayment of $20.00 million on the revolving credit facility[20][131] Notes to the Condensed Consolidated Financial Statements The notes provide detailed explanations and additional information supporting the condensed consolidated financial statements, covering business description, accounting policies, and specific financial items Note 1. Description of Business Innovid Corp. operates an enterprise software platform focused on advertising creation, delivery, measurement, and optimization across CTV, mobile, and desktop environments - Innovid Corp. is an enterprise software platform focused on advertising creation, delivery, measurement, and optimization for Connected TV (CTV), mobile, and desktop environments[21] - The company offers three core solutions: ad serving, creative personalization, and measurement, having acquired TV Squared Limited in February 2022 to enhance its measurement and attribution capabilities[21][22] Note 2. Summary of Significant Accounting Policies This note outlines the significant accounting policies used in preparing the financial statements, including revenue recognition, goodwill impairment, and financial instrument valuation - Financial statements are prepared in accordance with US Generally Accepted Accounting Principles (GAAP) and SEC regulations, relying on management's estimates and judgments regarding future events[23][25] - The company's primary revenue is derived from digital advertising solutions, with ad serving accounting for 75.0% (Q2 2024) and 75.2% (H1 2024) of total revenue, and measurement subscriptions for 22.0% (Q2 2024) and 21.6% (H1 2024)[47][48] - The company recognized $14.5 million in goodwill impairment in Q2 and H1 2023, but no impairment was recognized in the corresponding 2024 periods[36] Customer Concentration (Percentage of Total Revenue) | Customer | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Customer A | 18% | 16% | 17% | 16% | Financial Instruments by Fair Value Hierarchy (Thousands of US Dollars) | Asset/Liability | June 30, 2024 Level 1 | December 31, 2023 Level 1 | | :--- | :--- | :--- | | Money market funds | 13,220 | 32,264 | | Warrant liabilities | 664 | 307 | Note 3. Leases This note details the company's lease arrangements, primarily for real estate, and the associated operating lease liabilities and right-of-use assets - Innovid's lease portfolio primarily comprises real estate, and it records operating lease liabilities and right-of-use assets[53][55] - On February 7, 2024, the company amended its New York lease agreement, extending the term to 2035, which significantly increased operating lease right-of-use assets and lease liabilities[54][55] Operating Lease Assets and Liabilities (Thousands of US Dollars) | Indicator | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | Operating lease right-of-use assets | 11,047 | 1,435 | | Operating lease liabilities | 11,407 | 1,834 | Future Minimum Lease Commitments (Thousands of US Dollars) | Period | Amount | | :--- | :--- | | Twelve months ending June 30, 2025 | 1,398 | | 2026 | 1,756 | | 2027 | 998 | | 2028 | 1,521 | | 2029 | 1,551 | | Thereafter | 9,246 | | Total undiscounted lease payments | 16,470 | | Less: Estimated interest | (5,063) | | Total operating lease liabilities | 11,407 | Note 4. Warrants This note provides information on the company's outstanding public and private warrants, which are classified as liabilities measured at fair value through profit or loss - As of June 30, 2024, the company had 3,162,453 public warrants and 7,060,000 private warrants outstanding[60] - These warrants do not meet the equity classification criteria under ASC 815-40 and are therefore classified as liabilities measured at fair value through profit or loss[60] Note 5. Long-term Debt This note details the company's long-term debt arrangements, including its revolving credit facility with Silicon Valley Bank, its terms, and compliance with covenants - The company entered into an amended loan and security agreement with Silicon Valley Bank, increasing its revolving credit facility from $15.0 million to $50.0 million, with the latest amendment on June 26, 2024, and maturity on June 30, 2027[61] - The credit facility interest rate is the WSJ Prime Rate plus 0.25% or 4.25% (whichever is higher), and an annual fee of 0.20% on the unused portion is required[61] - As of June 30, 2024, there were no outstanding amounts under the revolving credit facility, and the company was in compliance with all covenants, including maintaining an adjusted quick ratio of at least 1.30:1.00[62] Note 6. Commitments and Contingent Liabilities This note describes the company's commitments and contingent liabilities, including pledged shares, restricted bank deposits, and ongoing legal proceedings - The company has pledged 65,000 common shares of its Israeli subsidiary as collateral for a credit facility and $0.6 million in bank deposits for office rent and credit cards[63] - The company is a defendant in a patent infringement lawsuit filed by Nielsen Company (US) LLC, which has been stayed twice by the court on April 15 and July 2, 2024, to facilitate settlement discussions[64][65] - As of June 30, 2024, the company cannot estimate the potential loss amount and has therefore not recorded a loss contingency[66] Note 7. Stock-Based Compensation This note details the company's stock-based compensation expenses and the unrecognized compensation costs related to stock options and restricted stock units Stock-Based Compensation Expense (Thousands of US Dollars) | Expense Category | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Cost of revenue | 463 | 435 | 860 | 876 | | Research and development expenses | 967 | 1,229 | 1,667 | 2,403 | | Sales and marketing expenses | 1,551 | 1,690 | 2,692 | 3,269 | | General and administrative expenses | 2,206 | 1,980 | 3,806 | 3,410 | | Total expensed | 5,187 | 5,334 | 9,025 | 9,958 | | Capitalized for internal-use software | 309 | 325 | 589 | 690 | | Total stock-based compensation | 5,496 | 5,659 | 9,614 | 10,648 | - As of June 30, 2024, unrecognized compensation cost related to unvested stock options was approximately $1.7 million, expected to be recognized over 2.1 years[70] - As of June 30, 2024, unrecognized compensation cost related to Restricted Stock Units (RSUs) was $32.8 million, expected to be recognized over 2.2 years[71] Note 8. Finance Income, Net This note explains the components of net finance income, including gains or losses from the remeasurement of warrant liabilities and interest income and expense - The company includes gains and losses from the remeasurement of warrant liabilities in "Finance income, net"[72] Components of Net Finance Income (Thousands of US Dollars) | Indicator | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Change in fair value of warrants (unrealized gain/loss) | (200) | 600 | (400) | 3,300 | | Interest expense | — | (400) | (100) | (800) | | Interest income | 300 | 300 | 700 | 600 | - Net finance income for H1 2024 was negative $120 thousand, a significant improvement from negative $2,723 thousand in H1 2023, primarily due to a $3.3 million gain from warrant fair value changes in 2023 compared to a $0.4 million loss in 2024[74][117] Note 9. Income Tax This note details the company's income tax expense and effective tax rates, explaining the factors contributing to changes in tax liabilities Income Tax Expense and Effective Tax Rate | Period | Income Tax Expense (Thousands of US Dollars) | Effective Tax Rate | | :--- | :--- | :--- | | Q2 2024 | 7,827 | (288.3)% | | Q2 2023 | 1,335 | (7.6)% | | H1 2024 | 11,003 | (190.6)% | | H1 2023 | 4,159 | (17.8)% | - Income tax expense significantly increased in Q2 and H1 2024, primarily due to increased global business profitability, non-deductibility of stock-based compensation, recognition of uncertain tax positions, and the adoption of ASC 740-270 for interim tax reporting[75][76] Note 10. Segment Reporting This note clarifies that the company operates as a single operating segment and provides a breakdown of revenue by geographical location - The company operates and manages its business as a single operating segment, primarily focused on an ad serving, measurement, and creative software platform[77] Revenue by Geographical Location (Thousands of US Dollars) | Geographical Location | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | United States | 34,722 | 31,567 | 68,122 | 59,214 | | Canada | 682 | 465 | 1,191 | 853 | | Asia Pacific | 815 | 734 | 1,950 | 1,549 | | Europe, Middle East, and Africa | 1,608 | 1,595 | 3,044 | 3,038 | | Latin America | 124 | 185 | 382 | 377 | | Total Revenue | 37,951 | 34,546 | 74,689 | 65,031 | - The United States market contributed the majority of the company's revenue, accounting for approximately 91.5% in Q2 2024 and 91.2% in H1 2024 of total revenue[77] Note 11. Net Loss Per Share This note explains the calculation of net loss per share and identifies potential common shares excluded from diluted net loss per share due to their anti-dilutive effect - The following potential common shares were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect: options, unvested restricted stock units, and warrants[79][80] Number of Anti-Dilutive Potential Common Shares | Potential Common Share Type | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Options | 7,142,548 | 9,812,198 | 7,168,715 | 9,812,198 | | Unvested restricted stock units | 12,425,671 | 15,723,452 | 9,938,715 | 15,723,452 | | Warrants | 10,222,453 | 10,222,500 | 10,222,453 | 10,222,500 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses Innovid Corp.'s financial condition and operating results for the period ended June 30, 2024, focusing on business overview, key performance factors, operational component performance, liquidity, capital resources, and non-GAAP financial measures Company Overview Innovid is an enterprise cloud software platform specializing in advertising creation, delivery, measurement, and optimization across Connected TV (CTV), mobile, and desktop environments - Innovid is an enterprise cloud software platform focused on advertising creation, delivery, measurement, and optimization for Connected TV (CTV), mobile, and desktop environments[82] - The company offers three core solutions: ad serving, creative personalization, and measurement, serving top brands, media agencies, and publishers in over 50 countries worldwide[83] - CTV is a primary driver of the company's revenue growth, with CTV video ad impressions increasing by 21% year-over-year in Q2 2024, accounting for 54% of total video impressions[84] Transactions This section outlines significant corporate transactions, including Innovid Corp.'s merger with ION Acquisition Corp. 2 Ltd. and the acquisition of TV Squared Limited - Innovid Corp. completed its transaction on November 30, 2021, through a merger with ION Acquisition Corp. 2 Ltd[85] - On February 28, 2022, the company acquired TV Squared Limited for a total consideration of $100.0 million in cash and 11,549,465 shares of common stock, enhancing its measurement capabilities[85][86] Use of Estimates The preparation of financial statements requires management to make estimates, judgments, and assumptions concerning income tax uncertainties, deferred taxes, stock-based compensation, and fair values in business combinations - The preparation of financial statements requires management to make estimates, judgments, and assumptions, involving income tax uncertainties, deferred taxes, stock-based compensation, and the fair value of assets acquired and liabilities assumed in business combinations[87] Global Events Despite some employees and directors residing in Israel, the ongoing conflict has not significantly disrupted the company's business operations and is not expected to have a material future impact - Although some company employees and directors reside in Israel, the war has not caused significant disruption to business operations to date and is not expected to have a material future impact[88] - The company's infrastructure and internal networks are cloud-based and located outside Israel, with critical systems and IT functions globally distributed, and customer service and sales teams primarily in the US, UK, and Argentina[88] Key Factors Affecting Our Performance Company performance is influenced by the digital advertising ecosystem's demand for independent third-party ad serving, personalization, and measurement, particularly the growth in CTV ad spending - Company performance is affected by the digital advertising ecosystem's sustained market demand for independent third-party ad serving, personalization, and measurement, especially the growth in CTV advertising expenditure[89] - Key factors include the growth in CTV ad impressions from existing customers, the ability to cross-sell value-added services (such as personalized creative and advanced measurement solutions), and attracting new customers[90][91] - The company's revenue experiences seasonal fluctuations, typically with the highest revenue in Q4 and the lowest in Q1, though external factors may influence traditional seasonal patterns[92][93] - The ability to expand into international markets also impacts company performance, with approximately 9% of revenue in Q2 and H1 2024 derived from outside the United States[94] Components of Results of Operations This section breaks down the company's operating results into key components, including revenue sources and the primary drivers of cost of sales, research and development, sales and marketing, and general and administrative expenses - Revenue primarily originates from digital advertising solutions, including ad serving, InnovidXP cross-platform TV advertising measurement solutions, and creative services[95] - Cost of sales primarily includes platform operations, hosting, data costs, personnel costs, and professional service fees[97] - Research and development expenses mainly comprise personnel costs, professional service fees, hosting, and facility-related costs, with a portion of internal-use software development costs capitalized[98] - Sales and marketing expenses include personnel costs (including commissions and stock-based compensation), professional service fees, facility-related costs, and advertising and promotional expenses[99][100] - General and administrative expenses primarily include personnel costs (including stock-based compensation), professional service fees for executive management, finance, accounting, human capital, legal, and other administrative functions, and facility-related costs[101] Results of Operations This section provides a detailed analysis of the company's operating results, comparing performance across key financial metrics for the three and six months ended June 30, 2024, and 2023 Statements of Operations Items as a Percentage of Revenue | Indicator | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Revenue | 100% | 100% | 100% | 100% | | Cost of revenue | 24% | 25% | 24% | 26% | | Research and development expenses | 19% | 20% | 18% | 22% | | Sales and marketing expenses | 32% | 33% | 32% | 36% | | General and administrative expenses | 25% | 26% | 27% | 29% | | Depreciation and amortization | 7% | 6% | 7% | 6% | | Goodwill impairment | —% | 42% | —% | 22% | | Operating loss | (7)% | (52)% | (8)% | (40)% | | Finance income, net | —% | (1)% | —% | (4)% | | Loss before income taxes | (7)% | (51)% | (8)% | (36)% | | Income tax expense | 21% | 4% | 15% | 6% | | Net loss | (28)% | (55)% | (22)% | (42)% | Comparison of Operating Results (Thousands of US Dollars) | Indicator | Q2 2024 | Q2 2023 | Change % (QoQ) | H1 2024 | H1 2023 | Change % (YoY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 37,951 | 34,546 | 10% | 74,689 | 65,031 | 15% | | Cost of revenue | 9,097 | 8,591 | 6% | 17,829 | 16,856 | 6% | | Research and development expenses | 7,304 | 6,876 | 6% | 13,625 | 13,993 | (3)% | | Sales and marketing expenses | 12,215 | 11,460 | 7% | 23,841 | 23,097 | 3% | | General and administrative expenses | 9,297 | 8,924 | 4% | 19,832 | 18,574 | 7% | | Depreciation and amortization | 2,831 | 2,064 | 37% | 5,455 | 4,094 | 33% | | Goodwill impairment | — | 14,503 | (100)% | — | 14,503 | (100)% | | Operating loss | (2,793) | (17,872) | (84)% | (5,893) | (26,086) | (77)% | | Finance income, net | (78) | (248) | (69)% | (120) | (2,723) | (96)% | | Loss before income taxes | (2,715) | (17,624) | (85)% | (5,773) | (23,363) | (75)% | | Income tax expense | 7,827 | 1,335 | 486% | 11,003 | 4,159 | 165% | | Net loss | (10,542) | (18,959) | (44)% | (16,776) | (27,522) | (39)% | - Revenue growth was primarily driven by increased CTV ad impressions and measurement solutions, growing by 10% in Q2 and 15% in H1 2024[105][106] - Operating loss significantly narrowed, decreasing by 84% year-over-year in Q2 and 77% in H1 2024, mainly due to the absence of goodwill impairment recognized in the prior year period[104][115][116] - Research and development expenses decreased by 3% in H1 2024, primarily due to a $1.0 million reduction in personnel and related costs, reflecting operational efficiency measures and headcount reductions[109] - Depreciation and amortization expenses increased by 37% in Q2 and 33% in H1 2024, primarily due to increased amortization costs for software projects[113][115] Liquidity and Capital Resources This section discusses the company's financial liquidity and capital resources, including cash position, working capital, and ability to meet future cash requirements - As of June 30, 2024, the company had $31.0 million in cash and cash equivalents, $52.7 million in net working capital, and an accumulated deficit of $199.6 million[121] - The company believes its existing cash, anticipated cash flows from operations, and revolving credit facility are sufficient to meet cash needs and working capital requirements for the next twelve months[122] - The company repaid $20.0 million on its revolving credit facility in January 2024 and has not made any further draws since[125] Summary of Cash Flows (Thousands of US Dollars) | Cash Flow Type | H1 2024 | H1 2023 | | :--- | :--- | :--- | | Net cash from operating activities | 5,886 | 948 | | Net cash from investing activities | (4,702) | 4,247 | | Net cash from financing activities | (19,920) | 614 | | Effect of exchange rate changes | (251) | — | | Net (decrease) increase in cash and cash equivalents | (18,987) | 5,809 | Free Cash Flow (non-GAAP measure) This section defines and reconciles free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, highlighting its utility in assessing financial performance - Free cash flow is defined as net cash provided by operating activities less capital expenditures and the effect of exchange rates on cash[141] Reconciliation of Free Cash Flow to Net Cash Provided by Operating Activities (Thousands of US Dollars) | Indicator | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Net cash from operating activities | 1,234 | 580 | 5,886 | 948 | | Net exchange loss | (161) | — | (251) | — | | Capital expenditures | (2,326) | (2,600) | (4,867) | (5,780) | | Free cash flow | (1,253) | (2,020) | 768 | (4,832) | - Free cash flow for H1 2024 was $768 thousand, compared to a $4.83 million cash outflow in H1 2023, primarily due to improved operating cash flow and reduced software capitalization[133] Contractual Obligations and Known Future Cash Requirements This section outlines the company's contractual obligations and known future cash requirements, including minimum lease payments and pledged assets - As of June 30, 2024, the company's minimum lease payments for the next 12 months are $1.4 million, and $10.1 million thereafter, totaling $11.4 million[134] - The company has pledged 65,000 common shares of its Israeli subsidiary and holds $0.8 million in restricted bank deposits and $0.2 million in bank guarantees[135] Key Metrics and Non-GAAP Financial Measures This section details the company's use of non-GAAP financial measures like Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow to assess core business operational efficiency - The company uses non-GAAP financial measures such as Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow to evaluate the efficiency of its core business operations[136] - Adjusted EBITDA is defined as net loss adjusted for depreciation and amortization, goodwill impairment, stock-based compensation expense, finance (income) expense, retention bonuses, legal claims, severance, other, and income tax[137] Adjusted EBITDA and Margin (Thousands of US Dollars) | Indicator | Q2 2024 | Q2 2023 | H1 2024 | H1 2023 | | :--- | :--- | :--- | :--- | :--- | | Net loss | (10,542) | (18,959) | (16,776) | (27,522) | | Depreciation and amortization | 2,831 | 2,064 | 5,455 | 4,094 | | Goodwill impairment | — | 14,503 | — | 14,503 | | Stock-based compensation | 5,187 | 5,334 | 9,025 | 9,958 | | Finance income, net | (78) | (248) | (120) | (2,723) | | Retention bonus expense | 40 | 148 | 132 | 445 | | Legal claims | 206 | 342 | 1,134 | 656 | | Severance | 415 | — | 415 | 845 | | Other | (14) | 23 | — | 272 | | Income tax expense | 7,827 | 1,335 | 11,003 | 4,159 | | Adjusted EBITDA | 5,872 | 4,542 | 10,268 | 4,687 | | Adjusted EBITDA Margin | 15.5% | 13.1% | 13.7% | 7.2% | - Adjusted EBITDA for Q2 2024 was $5.87 million, with a 15.5% margin, an improvement from $4.54 million and 13.1% in Q2 2023[138] - Adjusted EBITDA for H1 2024 was $10.27 million, with a 13.7% margin, a significant increase from $4.69 million and 7.2% in H1 2023[138] Critical Accounting Policies and Estimates This section highlights the critical accounting policies and estimates that require significant management judgment, including revenue recognition, goodwill impairment, and capitalized software development costs - Critical accounting policies and estimates include revenue recognition, fair value of financial instruments, impairment of long-lived assets, goodwill and intangible assets, capitalized software development costs, cloud service arrangements, and income taxes and tax contingencies[146][148][153][156][157][161][163][164] - Revenue recognition follows ASC 606, recognized upon service delivery and transfer of control to the customer[149] - Goodwill is tested for impairment at least annually or more frequently if impairment indicators arise; a $14.5 million impairment was recognized in Q2 2023 due to a decline in stock price, with no impairment in the corresponding 2024 period[159] Recent Accounting Pronouncements As an "emerging growth company," the company has elected to delay the adoption of new or revised accounting standards, with further details provided in Note 2 - As an "emerging growth company," the company has elected to delay the adoption of new or revised accounting standards, with specific information available in Note 2[50][168] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, Innovid Corp. is not required to provide quantitative and qualitative disclosures about market risk under Rule 12b-2 of the Securities Exchange Act of 1934 - As a smaller reporting company, Innovid Corp. is not required to provide quantitative and qualitative disclosures about market risk[168] Item 4. Controls and Procedures Management assessed the effectiveness of disclosure controls and procedures as of June 30, 2024, concluding they are effective at a reasonable assurance level, with no material changes to internal controls during the quarter - Management acknowledges that any control and procedure, no matter how well designed and operated, can only provide reasonable assurance of achieving its control objectives[169] - As of June 30, 2024, the company's CEO and CFO assessed and concluded that disclosure controls and procedures are effective at a reasonable assurance level[170] - There were no changes in internal control over financial reporting during the fiscal quarter ended June 30, 2024, that materially affected or are reasonably likely to materially affect internal control[171] Part II Item 1. Legal Proceedings The company is not currently involved in legal proceedings that would materially adversely affect its business prospects, financial condition, or operating results, but is addressing a patent infringement lawsuit by Nielsen, which has been stayed twice for settlement discussions, with no estimable loss as of June 30, 2024 - The company is not currently involved in legal proceedings that would materially adversely affect its business prospects, financial condition, or operating results[172] - Nielsen Company filed a patent infringement lawsuit against TV Squared on March 4, 2022, which has been stayed twice by the court on April 15 and July 2, 2024, to facilitate settlement discussions[173][174][175] - As of June 30, 2024, the company cannot estimate the potential loss amount and has therefore not recorded a loss contingency[175] Item 1A. Risk Factors The risk factors disclosed in this quarterly report have not materially changed from those disclosed in the company's 2023 Form 10-K annual report - The risk factors disclosed in this quarterly report have not materially changed from those disclosed in the company's 2023 Form 10-K annual report[176] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds during this quarter - There were no unregistered sales of equity securities or use of proceeds during this quarter[176] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities during this quarter - There were no defaults upon senior securities during this quarter[176] Item 4. Mine Safety Disclosures Not applicable - Mine safety disclosures are not applicable[176] Item 5. Other Information No other information was required to be disclosed this quarter, and no directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No other information was required to be disclosed this quarter[176] - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q2 2024[176] Item 6. Exhibits This section lists the exhibits filed with this quarterly report, including corporate charters, stock and warrant specimens, loan modification agreements, and XBRL taxonomy documents - Exhibits include Innovid's certificate of incorporation, bylaws, and specimen certificates for common stock and warrants[179] - Also included is the Second Loan Modification Agreement dated June 26, 2024, with Silicon Valley Bank[179] - XBRL files comprise the Inline XBRL Instance Document, Taxonomy Extension Schema Document, Calculation Linkbase Document, Definition Linkbase Document, and Presentation Linkbase Document[180] SIGNATURES Signatures This report was duly signed on August 6, 2024, by Innovid Corp., with signatories including CEO Zvika Netter and CFO Anthony Callini - This report was duly signed by Innovid Corp. on August 6, 2024[182] - Signatories include Chief Executive Officer Zvika Netter and Chief Financial Officer Anthony Callini[182]