| Schedule of Fair Values of the Assets Acquired and Liabilities Assumed |
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (unaudited):
|
|
|
|
|
|
|
|
|
|
|
Total value |
Cash and cash equivalents |
|
$ |
5,318 |
|
Accounts receivables |
|
3,507 |
| Other current assets |
|
1,912 |
| Property and equipment |
|
154 |
Total tangible assets |
|
10,891 |
|
| Technology |
|
27,675 |
Customer relationships |
|
26,800 |
Trade name |
|
5,300 |
Goodwill |
|
92,647 |
Total assets acquired |
|
163,313 |
|
| Less: Deferred tax liabilities |
|
(7,855) |
|
Less: Other assumed liabilities |
|
(3,420) |
|
Net assets acquired |
|
$ |
152,038
|
|
|
| Schedule of Pro Forma Financial Information |
The following table presents the unaudited pro forma combined results of Innovid and TVS for the three months ended March 31, 2022 and 2021 as if the acquisition of TVS had occurred on January 1, 2021:
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|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2022 |
|
2021 |
|
(Unaudited) |
|
(Unaudited) |
| Revenues |
$ |
30,179 |
|
|
$ |
22,513 |
|
| Net loss |
(4,838) |
|
|
(15,988) |
|
|
| Schedule Of Reverse Recapitalization |
All outstanding shares of Legacy Innovid common stock, Legacy Innovid redeemable convertible preferred stock, Legacy Innovid Warrants, 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
|
|
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
|
|
|