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INNOVID CORP.

(CTV)
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INNOVID CORP. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

08/10/2022 | 04:15pm EDT
This Form 10-Q contains forward-looking statements rather than historical facts
that involve risks and uncertainties. You can identify these statements by the
use of forward- looking words such as "may," "will," "expect," "anticipate,"
"estimate," "continue" or other similar words. Such forward-looking statements
discuss our current expectations of future results of operations or financial
condition. However, there may be events in the future that we are unable to
accurately predict or control and there may be risks, uncertainties and events
that may cause our actual results to differ materially from the expectations we
describe in our forward-looking statements, which could have a material adverse
effect on our business, operating results and financial condition. The
forward-looking statements included herein are only made as of the date of the
filing of this Form 10-Q, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.

Company Overview


We are a leading independent software platform that provides critical technology
infrastructure for the creation, delivery, and measurement of TV ads across CTV,
mobile TV and desktop TV environments. Innovid's revenue has grown alongside the
growth of CTV advertising. We believe our open platform and purpose-built
technology for CTV, combined with our position as a media-independent provider,
has allowed us to win a large and growing market share, while the growth of CTV
combined with our usage-based revenue model has further contributed to our rapid
growth. Our acquisition of TVSquared, an independent global measurement and
attribution platform for CTV added a real-time, cross-platform service to our
offerings, including measurement of outcomes such as frequency and unique
unduplicated reach and performance metrics. The combination of ad serving and
cross-platform measurement enables the buy- and sell-sides to solve
fragmentation by unlocking a complete picture of advertising across the linear
TV, CTV and digital video marketplaces and will allow us to capitalize further
on the growth of CTV by enabling us to create a new independent currency-grade
standard for cross-platform TV measurement, powered by the scale and automation
of a global ad server. Our measurement services are now consolidated in
InnovidXP, our new global measurement platform built for CTV.

Innovid's purpose-built CTV infrastructure platform is comprised of three key
offerings: Ad Serving Solutions, Creative Personalization Solutions and
InnovidXP. Our software-based platform provides an open technology
infrastructure that tightly integrates with the highly fragmented advertising
technology and media ecosystem including demand side platforms such as The Trade
Desk and Amobee; supply side platforms such as Magnite and Verizon Media;
publishers such as Hulu and Peacock; and end user devices such as Amazon Fire
and Samsung Smart TV. Our offering encompasses independent global ad serving,
data-driven personalization, and new forms of measurement designed to connect
all channels in a clean, comparable, and privacy-compliant manner.

We target clients comprised of the largest global TV advertisers. As of June 30,
2022, our blue-chip advertiser client base included over 50% of the top 200
brands by TV US advertising spend according to Kantar Media and Winmo. In
addition we work closely with the top advertising agency holding companies such
as WPP, Publicis Groupe, Omnicom, Interpublic Group of Cos., and Dentsu. Our
clients are diversified across all major industry verticals, including consumer
packaged goods, pharmaceutical and healthcare, financial services, automotive,
and technology. We believe Innovid's independence is critical to advertisers
seeking an interoperable and open partner that is primarily focused on
technology infrastructure. Although we work closely with the vendors who buy and
sell media, our platform only facilitates the creation, delivery and measurement
of advertisements and campaigns and we do not make purchasing decisions or
facilitate the purchasing of advertisement inventory. We are able to maintain
our independence and remain free of potential buying conflicts because we do not
make ad buying or selling decisions.

Innovid serves customers globally through a delivery footprint covering over 70 countries. In the three months ended June 30, 2021 and 2022, respectively, non-US customers generated approximately 10% and 11% of the Company's total revenue. In the six months ended June 30, 2021 and 2022, non-US customers generated approximately 10% of total revenue in both periods.


Our revenue model is primarily based on impressions volume and the cost per
impression for our various Advertising Services. For our core ad serving
platform, we generate revenue from our advertising customers based on the volume
of advertising impressions delivered, enabling us to grow as our customers
increase their digital ad spend and corresponding ad impressions. Additionally,
we generate revenue from creative services based on flat fee per projects and
measurement solutions based on the volume of advertising impressions measured.
As we introduce new products such as advanced measurement and creative
capabilities including personalization and interactivity, we expect to be able
to charge higher prices per impression volume.

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The Transaction


Innovid Corp. was originally incorporated as ION Acquisition Corp. 2 Ltd., 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 business combinations.

On November 30, 2021 ION and Innovid Inc. closed the transaction as further
described in this Form 10-Q. Through several mergers and a name change, Innovid
Corp. was formed. ION entered into certain subscription agreements in June and
October 2021 ("PIPE Investment"). The mergers and PIPE Investment are
collectively referred to as "the Transaction". Innovid Corp. is the public
company entity which continues Legacy Innovid's operating activity.

The Company common stock and warrants commenced trading on the NYSE under the symbols "CTV" and "CTVWS," respectively, on December 1, 2021.

Business Combination


On February 28, 2022, we completed the acquisition of TVS. TVS is an independent
global measurement and attribution platform for converged TV and a private
company limited by shares incorporated under the laws of the Scotland. We
acquired all of the equity of TVS for an aggregate amount of $100.0 million in
cash, 11,549,465 shares of the Company common stock, and the issuance of 949,893
fully vested stock option subject to certain adjustments. Our measurement
services are now consolidated in InnovidXP, our new global measurement platform
built for CTV.


COVID-19 and Other Global Events


The COVID-19 pandemic created, and continues to create significant uncertainty
in macroeconomic conditions, including supply chain disruptions and labor
shortages. Further, other global events such as the war in the Ukraine and the
current macro-economic inflationary environment could have an impact our
customers. Based on public reporting and our observations, some advertisers in
certain industries decreased and may continue to decrease their short-term
advertising spending in light of some or all of these factors. This in turn
could negatively impact our revenues from such advertisers.

We have considered the impact of COVID-19 and of other global events on our
estimates and assumptions and determined that there were no material adverse
impacts on the interim condensed consolidated financial statements for the three
months ended June 30, 2022. As events continue to evolve and additional
information becomes available, our estimates and assumptions may change
materially in future periods.

We repaid the PPP Loan, in the amount of $3.0 million in June 2021, which was
obtained under the CARES Act and the Flexibility Act in 2020. For more detail
refer to our unaudited condensed consolidated financial statements presented in
Item 1. "Financial Statements and Supplementary Data" and the accompanying notes
thereto.

Key Factors Affecting Our Performance

There are a number of factors that have impacted, and we believe will continue to impact, our results of operations and growth. These factors include:


Continued market demand. Our performance is dependent on continued global demand
across the advertising ecosystem for independent third-party ad serving and
measurement of digital ads. Advertisers, programmatic platforms, social media
channels and digital publishers are collectively placing increased emphasis on
the quality and effectiveness of digital ad spend across all channels, formats
and devices.

Our growth is primarily driven by the fastest growing segments of digital ad
spend, mostly CTV, and our results depend on our ability to capture continued
market growth.

Growth of volume of CTV ad impressions of existing customers. Our results also
depend on our ability to retain our existing customers and on our customers'
continued investment in CTV advertising. Customer retention will continue to
impact our results as TV investment continues to shift from linear to CTV and
the volume of CTV impressions grows.

                                       31

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CTV accounted for 50% of all video impression volume served in the three months
ended June 30, 2022, up from 46% in the three months ended June 30, 2021, and
grew 23% year-over-year in impression volume. Mobile impression volume increased
11% year-over-year and in the three months ended June 30, 2022, accounted for
38% of all video impressions, and desktop decreased 3% year-over-year and
accounted for 12% of all video impressions served by Innovid in the same period.
CTV accounted for 49% of all video impression volume served in the six months
ended June 30, 2022, up from 46% in the six months ended June 30, 2021, and grew
29% year-over-year. Mobile increased 16% year-over-year and in the six months
ended June 30, 2022, accounted for 38% of all video impressions, and desktop
increased 7% year-over-year and accounted for 13% of all video impressions
served by Innovid in the same period.

Cross-selling of additional services. A key part of our overall business
strategy is expanding revenue by cross-selling our full range of Advertising
Services to customers, who, for example, begin using our services with standard
TV ads and then introduce personalized formats over time or who use InnovidXP
and then go on to use our ad server services. The success of these efforts will
impact our results of operations.


Other factors impacting our results


Global expansion: The majority of our clients are global advertisers and operate
at a significant scale. Innovid serves customers globally through a delivery
footprint covering over 70 countries.

We intend to continue to grow our footprint in international markets in order to
meet the needs of our global customer base. Our results of operations will be
impacted by the success of our geographic expansion, and whether the expected ad
spend growth in these markets materializes.

New client accounts: We intend to continue targeting new brand, media agency and
digital publisher customers who are currently utilizing solutions provided by
our competitors or point solutions. Our results of operations will be impacted
by our ability to attract new customers.

Seasonality: We experience fluctuations in revenues that coincide with seasonal
fluctuations in the digital ad spending of our customers, in particular
television ad spending patterns. Advertisers often allocate the largest portion
of their media budgets to the fourth quarter of the calendar year in order to
coincide with increased holiday purchasing. As a result, the fourth quarter of
the year typically reflects our highest level of revenues while the first
quarter typically reflects our lowest level of revenues. We expect our revenues
to continue to fluctuate based on seasonal factors that affect the advertising
industry as a whole and for these seasonal fluctuations in ad spend to impact
quarter-over-quarter results. We believe that the year-over-year comparison of
results more appropriately reflects the overall performance of our business.
However, this traditional seasonality may also be impacted by certain external
factors or major events that impact traditional television advertising patterns,
such as the COVID-19 pandemic or other global events.

Public company costs: We are incurring additional legal, accounting and other
expenses that we did not previously incur, including costs associated with SEC
reporting and corporate governance requirements. These requirements include
compliance with the Sarbanes-Oxley Act as well as other rules implemented by the
SEC and the NYSE. Our financial statements reflect the impact of these expenses.

Components of Results of Operations

Revenues

We generate revenues from providing Advertising Services to our customers: advertisers, media agencies and publishers. We focus on standard, interactive and data driven digital video advertising. Our major revenue stream is ad serving. We also provide creative and measurement services.

                                       32

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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. Measurement services,
which have been augmented by the acquisition of TVS, provide real-time,
cross-platform analysis, including measurement and outcomes such as reach,
frequency and unique unduplicated reach, as well as performance metrics.

We generate the majority of our revenues from the sale and delivery of our
products within the US. We anticipate that revenues from our US sales will
continue to constitute a substantial portion of our revenues in future periods.
For information with respect to sales by geographic markets, refer to Note 10,
"Segment Reporting" to our unaudited condensed consolidated financial statements
presented in Item 1. "Financial Statements and Supplementary Data". Our chief
operating decision maker (our CEO) does not evaluate the profit or loss from any
separate geography.

Cost of revenues

Cost of revenues consists primarily of costs to run our ad serving, creative and
measurement services. These costs include hosting fees, personnel costs
including stock-based compensation, professional services costs and facility
related costs. We allocate overhead, including rent and other facility related
costs and communication costs based on headcount.

Research and development


Research and development expenses consist primarily of personnel costs,
including stock-based compensation, professional services costs, hosting and
facility related costs. We allocate overhead including rent and other facility
related costs and communication costs based on headcount. We expect research and
development expenses to increase in future periods to support our growth,
including continuing to invest in optimization, accuracy and reliability of our
platform and other technology improvements to support and drive efficiency in
our operations. These expenses may vary from period to period as a percentage of
revenue, depending primarily upon when we choose to make more significant
investments.

Product development expenses are expensed as incurred, except to the extent that
such costs are associated with software development that qualifies for
capitalization, which are then recorded as capitalized software development
costs included in property, plant and equipment on our condensed consolidated
balance sheet. We amortize capitalized software development costs to
depreciation and amortization.

Sales and marketing


Sales and marketing expenses consist primarily of personnel costs, including
commissions, stock-based compensation, professional services costs and facility
related costs, as well as costs related to advertising, promotional materials,
public relations, other sales and marketing programs. We allocate overhead,
including rent and other facility related costs and communication costs based on
headcount.

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. We allocate overhead,
including rent and other facility related costs and communication costs based on
headcount.

Prior period reclassification

During the second quarter of 2022, we presented depreciation and amortization
expenses as a separate line item on our condensed consolidated statements of
operations and all prior periods have been adjusted. Depreciation and
amortization expenses were previously included in cost of sales and other
operating expenses depending on the underlying asset's function. Additionally,
we no longer present gross profit as a subtotal on our condensed consolidated
statements of operations. In accordance with generally accepted accounting
principles, all periods presented below have been retrospectively adjusted to
reflect the reclassification of cost of revenue and other operating expenses
exclusive of depreciation and amortization. The period to period comparisons of
our results of operations have been prepared using the historical periods
included in our condensed consolidated financial statements, adjusted for this
reclassification. Refer to "Part I - Item 1. Financial Statements and
Supplementary Data - Note 2. Summary of Significant Accounting Policies" for
further information on prior period reclassification.

                                       33

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Results of Operations


Three and six months ended June 30, 2022 compared to the three and six months
ended June 30, 2021

                                                                      Three months ended June 30,                                                                         Six months ended June 30,
                                                        2022                                              2021                                             2022                                             2021
                                       (in thousands)           % of Revenue            (in thousands)            % of Revenue           (in thousands)           % of Revenue            (in thousands)             % of Revenue
Revenues                              $      33,088                      100  %       $        22,842                       100  %       $     58,950                      100  %       $        40,855                        100  %
Cost of revenues                              7,351                       22  %                 3,968                        17  %             13,277                       23  %                 7,811                         19  %
Research and development                      9,710                       29  %                 6,131                        27  %             16,964                       29  %                11,356                         28  %
Sales and marketing                          14,320                       43  %                 8,105                        35  %             24,671                       42  %                14,677                         36  %
General and administrative                    9,955                       30  %                 4,200                        18  %             21,410                       36  %                 6,579                         16  %
Depreciation and amortization                   926                        3  %                   149                         1  %              1,599                        3  %                   331                          1  %
Operating (loss) profit                      (9,174)                     (28) %                   289                         1  %            (18,971)                     (32) %                   101                          -  %
Finance expenses (income), net              (13,306)                     (40) %                 1,602                         7  %            (15,617)                     (26) %                 3,171                          8  %
Profit (loss) before taxes                    4,132                       12  %                (1,313)                       (6) %             (3,354)                      (6) %                (3,070)                        (8) %
Taxes on income (tax benefit)                  (168)                      (1) %                   346                         2  %               (205)                       -  %                   525                          1  %
Net profit (loss)                     $       4,300                       13  %       $        (1,659)                       (7) %       $     (3,149)                      (5) %       $        (3,595)                        (9) %


Revenues

The growth and scaling of CTV was the key driver of Innovid's revenue growth. As
TV ad spend continues to shift from linear to CTV, we continue to benefit from
the natural volume growth of CTV impressions we delivered for our existing and
new customers.

Total revenue increased by 45% year-over-year, from $22.8 million in the three
months ended June 30, 2021 to $33.1 million in the three months ended June 30,
2022. 21% of total quarterly revenue, $6.8 million, was attributed to TVS. Total
revenue increased by 44% year-over-year, from $40.8 million in the six months
ended June 30, 2021 to $59.0 million in the six months ended June 30, 2022. 16%
of total half-year revenue, $9.2 million, was attributed to TVS.

Revenue excluding TVS was $26.3 million in the three months ended June 30, 2022,
an increase of 15% from the three months ended June 30, 2021. Revenue excluding
TVS was $49.8 million in the six months ended June 30, 2022, an increase of 22%
from the six months ended June 30, 2021. The increases are driven primarily by
growth in ad impressions delivered on our platform for both existing and new
clients.

There was no meaningful impact of changes in average cost per impression on total revenue.

Cost of revenues (exclusive of depreciation and amortization shown below)

                                                                                              Three months ended June 30,
                                                         2022                                               2021
                                      (in thousands)             % of Revenue            (in thousands)             % of Revenue             $ Variance             % Variance
Cost of revenues                     $      7,351                           22  %       $        3,968                         17  %       $     3,383                       85  %

Cost of revenue increased by $3.4 million, or 85%, from $4.0 million in the three months ended June 30, 2021 to $7.4 million in the three months ended June 30, 2022, primarily driven by a $1.6 million increase in serving and hosting fees and a $1.5 million increase in personnel costs due to a higher headcount, both to support our increased volumes and reflecting our business following the TVS acquisition.

                                       34

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                                                                                               Six months ended June 30,
                                                         2022                                                2021
                                       (in thousands)             % of Revenue            (in thousands)             % of Revenue             $ Variance             % Variance
Cost of revenues                     $        13,277                         23  %       $        7,811                         19  %       $     5,466                       70  %


Cost of revenue increased by $5.5 million, or 70%, from $7.8 million in the six
months ended June 30, 2021 to $13.3 million in the six months ended June 30,
2022, primarily driven by a $2.5 million increase in serving and hosting fees
and a $2.4 million increase in personnel costs due to a higher headcount, both
to support our increased volumes and reflecting our business following the TVS
acquisition.

Research and development (exclusive of depreciation and amortization shown
below)

                                                                                                 Three months ended June 30,
                                                            2022                                               2021
                                         (in thousands)             % of Revenue            (in thousands)             % of Revenue             $ Variance             % Variance
Research and development                $      9,710                           29  %       $        6,131                         27  %       $     3,579                       58  %


Research and development expenses increased by $3.6 million, or 58%, from $6.1
million in the three months ended June 30, 2021 to $9.7 million in the three
months ended June 30, 2022. The increase was primarily due to an increase of
$3.1 million in personnel costs following the TVS acquisition and an increase of
$0.3 million in technology infrastructure and hosting fees, both to support our
platform maintenance work as well as our product research efforts. In addition,
there was a $0.9 million increase in share-based compensation mostly due to
Restricted Stock Units ("RSUs") that were granted to employees in March 2022.
The increases were partially offset by a $2.3 million capitalization of research
and development expenses related to our development of new products and our
platform enhancements.

                                                                                                   Six months ended June 30,
                                                            2022                                                2021
                                          (in thousands)             % of Revenue             (in thousands)             % of Revenue             $ Variance             % Variance
Research and development                $        16,964                         29  %       $        11,356                         28  %       $     5,608                       49  %


Research and development expenses increased by $5.6 million, or 49%, from $11.4
million in the six months ended June 30, 2021 to $17.0 million in the six months
ended June 30, 2022. The increase was primarily due to an increase of $5.7
million in personnel costs following the TVS acquisition and an increase of $0.9
million in technology infrastructure and hosting fees, both to support our
platform maintenance work as well as our product research efforts. In addition,
there was a $1.2 million increase in share-based compensation due to an increase
in headcount and RSUs that were granted to employees. The increases were
partially offset by a $4.0 million capitalization of research and development
expenses related to our development of new products and our platform
enhancements.

Sales and marketing (exclusive of depreciation and amortization shown below)

                                                                                               Three months ended June 30,
                                                          2022                                                2021
                                        (in thousands)             % of Revenue            (in thousands)             % of Revenue             $ Variance             % Variance
Sales and marketing                   $        14,320                         43  %       $        8,105                         35  %       $     6,215                       77  %


Sales and marketing expenses increased by $6.2 million, or 77%, from $8.1
million in the three months ended June 30, 2021 to $14.3 million in the three
months ended June 30, 2022. The increase was driven primarily by an increase in
personnel costs of $3.1 million following the TVS acquisition and an increase in
marketing costs of $0.7 million, both to support our long-term growth strategy.
In addition, there was a $1.4 million increase in share-based compensation due
to increase in headcount and RSUs that were granted to employees.


                                       35

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                                                                                                 Six months ended June 30,
                                                          2022                                                2021
                                        (in thousands)             % of Revenue             (in thousands)             % of Revenue             $ Variance             % Variance
Sales and marketing                   $        24,671                         42  %       $        14,677                         36  %       $     9,994                       68  %


Sales and marketing expenses increased by $10.0 million, or 68%, from $14.7
million in the six months ended June 30, 2021 to $24.7 million in the six months
ended June 30, 2022. The increase was driven primarily by an increase in
personnel costs of $5.0 million following the TVS acquisition and an increase in
marketing costs of $1.0 million, both to support our long-term growth strategy.
In addition, there was a $1.9 million increase in share-based compensation due
to increase in headcount and RSUs that were granted to employees.

General and administrative (exclusive of depreciation and amortization shown
below)

                                                                                                   Three months ended June 30,
                                                              2022                                               2021
                                           (in thousands)             % of Revenue            (in thousands)             % of Revenue             $ Variance             % Variance
General and administrative                $      9,955                           30  %       $        4,200                         18  %       $     5,755                      137  %


General and administrative expenses increased by $5.8 million, or 137%, from
$4.2 million in the three months ended June 30, 2021 to $10.0 million in the
three months ended June 30, 2022. The increase was primarily due an increase in
personnel costs of $1.8 million related to the expansion of our operations
following the TVS acquisition and a $1.0 million increase in Directors and
Officers insurance expense during the period. There was also an increase in
professional fees primarily consisting of $0.5 million related to the TVS
Acquisition, $0.4 million for legal fees in connection with the Nielsen Claim,
$0.4 million for legal services related to SEC reporting and $0.3 million for
accounting services related to public company matters.

                                                                                                    Six months ended June 30,
                                                              2022                                                2021
                                            (in thousands)             % of Revenue            (in thousands)             % of Revenue             $ Variance             % Variance
General and administrative                $        21,410                         36  %       $        6,579                         16  %       $    14,831                      225  %


General and administrative expenses increased by $14.8 million, or 225%, from
$6.6 million in the six months ended June 30, 2021 to $21.4 million in the six
months ended June 30, 2022. The increase was primarily due an increase in
personnel costs of $3.2 million related to the expansion of our operations
following the TVS acquisition and a $1.9 million increase in Directors and
Officers insurance expense during the period. There was also an increase in
professional fees primarily consisting of $4.7 million related to the TVS
Acquisition, $0.4 million for legal fees in connection with the Nielsen Claim,
$0.7 million for legal services related to SEC reporting, $0.6 for audit fees
and $0.6 million for accounting services related to company matters.

Depreciation and amortization

                                                                                       Three months ended June 30,
                                                  2022                                             2021
                                     (in
                                 thousands)             % of Revenue             (in thousands)             % of Revenue            $ Variance             % Variance
Depreciation and amortization   $      926                          3  %       $           149                          1  %       $      777                      521  %


Depreciation and amortization expenses increased by $0.8 million, or 521%, from $0.1 million in the three months ended June 30, 2021 to $0.9 million in the three months ended June 30, 2022. The increase was driven primarily by additional amortization expense for TVS intangible assets during the period.




                                       36
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                                                                                          Six months ended June 30,
                                                    2022                                               2021
                                 (in thousands)             % of Revenue             (in thousands)             % of Revenue             $ Variance             % Variance
Depreciation and amortization   $      1,599                            3  %       $           331                          1  %       $     1,268                      383  %


Depreciation and amortization expenses increased by $1.3 million, or 383%, from
$0.3 million in the six months ended June 30, 2021 to $1.6 million in the six
months ended June 30, 2022. The increase was driven primarily by additional
amortization expense for TVS intangible assets during the period.

Finance expenses, net

                                                                                       Three months ended June 30,
                                                  2022                                                2021
                                (in thousands)             % of Revenue            (in thousands)             % of Revenue            $ Variance             % Variance
Finance expenses (income),
net                           $       (13,306)                       (40) %       $        1,602                          7  %       $  (14,908)                    (931) %


Finance expenses decreased by $14.9 million, or 931%, from $1.6 million in the
three months ended June 30, 2021 to $(13.3) million in the three months ended
June 30, 2022. The decrease was driven primarily by a decrease of $13.2 million
in warrants valuation as a result of market volatility impacting Company's share
price which is an underlying input for the valuation.


                                                                                        Six months ended June 30,
                                                  2022                                                2021
                                (in thousands)             % of Revenue            (in thousands)             % of Revenue            $ Variance             % Variance
Finance expenses (income),
net                           $       (15,617)                       (26) %       $        3,171                          8  %       $  (18,788)                    (592) %


Finance expenses decreased by $18.8 million, or 592%, from $3.2 million in the
six months ended June 30, 2021 to $(15.6) million in the six months ended
June 30, 2022. The decrease was driven primarily by a decrease of $15.9 million
in warrants valuation as a result of market volatility impacting Company's share
price which is an underlying input for the valuation.

Taxes on income (tax benefit)

                                                                                      Three months ended June 30,
                                                2022                                              2021
                              (in thousands)           % of Revenue             (in thousands)             % of Revenue             $ Variance             % Variance
Taxes on income (tax benefit) $      (168)                        (1) %       $           346                          2  %       $      (514)          

(149) %



Tax expense decreased by $0.5 million, or 149%, from $0.3 million in the three
months ended June 30, 2021 to $(0.2) million in the three months ended June 30,
2022. The decrease is primarily due to changes in pre-tax book income, changes
in uncertain tax positions and tax benefit related to the acquisition of TVS.


                                                                                             Six months ended June 30,
                                                      2022                                                2021
                                    (in thousands)             % of Revenue             (in thousands)             % of Revenue             $ Variance             % Variance
Taxes on income                   $      (205)                             -  %       $           525                          1  %       $      (730)                    (139) %


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Tax expense decreased by $0.7 million, or 139%, from $0.5 million in the six
months ended June 30, 2021 to $(0.2) million in the six months ended June 30,
2022. The decrease is primarily due to changes in pre-tax book income, changes
in uncertain tax positions and tax benefit related to the acquisition of TVS.

Liquidity and Capital Resources

We have financed our operations, business acquisition and capital expenditures primarily through utilization of cash generated from operations and cash proceeds from the Transaction, as well as borrowings under our credit facilities.


As of June 30, 2022, we had cash, cash equivalents and restricted cash of $44.4
million and net working capital, consisting of current assets less current
liabilities, of $58.3 million. We paid net cash consideration of approximately
$99.6 million for the acquisition of TVS. As of June 30, 2022, we had an
accumulated deficit of $135.6 million, $76.0 million thereof results from the
cumulative accretion of preferred stock to redemption value prior to the
conversion of all preferred stock into our common stock upon the closing of the
Transaction.

We believe our existing cash and cash equivalents and anticipated net cash
provided by operating activities, will be sufficient to meet our cash needs and
working capital requirements for at least the next 12 months. However, if our
operating performance during the next 12 months is below our expectations, our
liquidity and ability to operate our business could be adversely affected. We
are closely monitoring the effect that current economic conditions may have on
our working capital requirements. To date, the COVID-19 pandemic and other
global events have not had a material negative impact on our cash flow or
liquidity. Our future capital requirements and the adequacy of available funds
will depend on many factors.

In the future, we may attempt to raise additional capital through the sale of
equity securities or through equity-linked or debt financing arrangements. If we
raise additional funds by issuing equity or equity-linked securities, the
ownership of our existing stockholders will be diluted. If we raise additional
financing by the incurrence of additional indebtedness, we may be subject to
increased fixed payment obligations and could also be subject to additional
restrictive covenants, such as limitations on our ability to incur additional
debt, and other operating restrictions that could adversely impact our ability
to conduct our business. Any future indebtedness we incur may result in terms
that are unfavorable to equity investors. We cannot guarantee that we will be
able to raise additional capital in the future on favorable terms, or at all.
Any inability to raise capital could adversely affect our ability to achieve our
business objectives.

Revolving Line of Credit

We have a line of credit of $15.0 million with Silicon Valley Bank pursuant to
an amended and restated Agreement dated December 26 2018 as amended by an
agreement date December 29, 2020 ( the "A&R Agreement"). As of June 30, 2022,
the outstanding balance of the credit line was in the amount of $15.0 million.
The maturity date of A&R Agreement is December 29, 2022. The credit installments
bear US dollar denominated interest at an annual rate equal to 0.75% to 1% plus
a prime rate on the outstanding principal of each credit installment. We were in
compliance with all the covenants, including by 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" is our unrestricted cash
plus accounts receivable, net, determined according to US GAAP.

During the six months ended June 30, 2022, we utilized $15.0 million of the $15.0 million credit line, $6.0 million of which was drawn during 2020 and $9.0 million was drawn during the second quarter of 2022.

Interest expenses for the six months ended June 30, 2022 and 2021 were $0.1 million and $0.1 million, respectively. They were recorded in the "Finance expenses, net" in the unaudited interim condensed consolidated statements of operations.


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On August 4, 2022, two of our wholly owned subsidiaries, Innovid LLC and TV
Squared Inc, entered into an amended and restated loan and security agreement
with Silicon Valley Bank (the "2022 A&R Agreement"), to increase the revolving
line of credit from $15.0 million to $50.0 million (the "New Revolving Credit
Facility"). The interest for the New Revolving Credit Facility is payable
monthly in arrears. The New Revolving Credit Facility bears interest at an
annual rate equal to the greater of 4.25% and prime rate plus 0.75% on the
outstanding principal of each credit extension. Additional fees include fees in
an amount of 0.20% per annum of the average unused portion of the New Revolving
Credit Facility to be paid quarterly in arrears. We will also pay non-refundable
commitment fees of $0.0 million and $0.1 million at inception and first
anniversary date, respectively. The maturity date of the 2022 A&R Agreement is
June 30, 2024. The New Revolving Credit Facility is subject to certain customary
conditions precedent to the credit extension as stated in the 2022 A&R
Agreement.

The New Revolving Credit Facility requires us to comply with all covenants,
primarily maintaining an adjusted quick ratio of at least 1.30 to 1.00. As
defined in the 2022 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 our unrestricted cash plus accounts
receivable, net, determined according to US GAAP. We are also required to
maintain the minimum quarterly adjusted EBITDA as defined in the 2022 A&R
Agreement if we do not maintain the quarterly adjusted quick ratio of at least
1.50 to 1.00.

Cash Flows

Six months ended June 30, 2022 compared to the six months ended June 30, 2021

The following table summarizes our cash flows for the periods presented:


                                                                       Six 

months ended June 30,

                                                                       2022                   2021
Net cash (used in)/ provided by operating activities            $        (15,901)         $    4,347
Net cash used in investing activities                                   (103,273)               (767)
Net cash provided by/ (used in) financing activities                       6,451              (2,792)

Increase in cash, cash equivalents and restricted cash $ (112,723) $ 788



Operating Activities

Our cash flows from operating activities are primarily influenced by growth in
our operations, increases or decreases in collections from our customers and
payments to our vendors, as well as increases in personnel related expenses as
we scale up our business. The timing of cash receipts from customers and
payments to vendors and providers can significantly impact our cash flows from
operating activities. In addition, we expect seasonality to impact quarterly
cash flows from operating activities.

Cash used in operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as depreciation and amortization, stock-based compensation and changes in fair value of warrants.


For the six month period ended June 30, 2022, net cash used in operating
activities was $15.9 million compared to net cash provided by operating
activities of $4.3 million for the six month period ended June 30, 2021. The
increase in net cash used in operating activities was primarily attributable to
increase in account receivable as a result of the expansion of our operations
and non-cash adjustments. Our non-cash adjustments decreased by $13.5 million
mostly driven by decrease in valuation of warrants due to changes in our stock
market price, offset by an increase in stock based compensation as a result of
RSUs granted in 2022 and amortization of intangible assets related to TVS
acquisition.

The changes in our working capital compared to the prior period in the amount of
$7.2 million were primarily the result of an increase in trade receivables due
to increased revenue and operating activities. The changes in working capital
were also related to an increase in accrued liabilities due to accrual and the
timing of payments for personnel costs, prepaid software subscription fees and
changes due to the acquisition of TVS.

Investing Activities


For the six month period ended June 30, 2022, we used $103.3 million of net cash
in investing activities, primarily driven by cash consideration paid to acquire
TVS offset by cash acquired of $99.6 million and the investment in internal
software development work of $3.5 million.

                                       39

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For the six month period ended June 30, 2021, we used $0.8 million of net cash in investing activities, primarily driven by the loan in the amount of $0.5 million issued to our founder.

Financing Activities


For the six month period ended June 30, 2022, net cash provided by financing
activities of $6.5 million was due to drawdown of credit facility of $9.0
million and proceeds received for exercises of options in the amount of $0.6
million, partially offset by payment of SPAC merger transaction costs of $3.2
million.

For the six month period ended June 30, 2021, net cash used in financing
activities of $2.8 million was primarily due to repayment of PPP loan in the
amount of $3.0 million partially offset by proceeds received for exercises of
options in the amount of $0.4 million.


Contractual Obligations and Known Future Cash Requirements

Pledges and Bank Guarantees

In connection with the Agreement, we pledged 65,000 shares of common stock of our Israeli subsidiary, NIS 0.01 par value each.


We have a total of $0.9 million of pledged bank deposits as of June 30, 2022. We
obtained bank guarantees in an aggregate amount of $0.2 million in connection
with our office lease agreements in the US as of June 30, 2022.

Legal contingencies


On March 4, 2022, the Nielsen Claim was filed by Nielsen, LLC against TVS. TVS
has filed its answer to the complaint and has also filed an opposed motion to
transfer venue to the Southern District of New York. The Texas Court has made a
scheduling order and, in the event that TVS's motion to transfer venue is not
successful, the case is scheduled to go to trial in December 2023. The plaintiff
has not specified the amount sought in the litigation.

Cash compensation arrangements


In addition to the purchase consideration for the acquisition of TVS, we entered
into cash compensation arrangements with certain employees, which amounted to
$9.7 million in aggregate and are subject to certain performance and employment
conditions following the closing of the Acquisition.

                                       40

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Key Metrics and Non-GAAP Financial Measures

Adjusted EBITDA


In addition to our results determined in accordance with US GAAP, we believe
that certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted
EBITDA Margin, are useful in evaluating our business. We calculate Adjusted
EBITDA Margin as Adjusted EBITDA divided by total revenue. The following table
presents a reconciliation of Adjusted EBITDA, a non-GAAP financial measure, to
the most directly comparable financial measure prepared in accordance with US
GAAP.

                                                   Three months ended June 30,               Six months ended June 30,
                                                     2022                 2021                 2022                2021
Net profit (loss)                              $       4,300           $ (1,659)         $     (3,149)          $ (3,595)
Net profit (loss) margin                                  13   %             (7) %                 (5)  %             (9) %
Depreciation and amortization                            926                149                 1,599                331
Stock-based compensation                               4,138              1,440                 5,730              1,720
Finance expense (income), net (a)                    (13,306)             1,602               (15,617)             3,171
Transaction related expenses (b)                         164                  -                   392                  -
Acquisition related expenses (c)                         768                  -                 4,971                  -
Other (d)                                              1,518                  -                 1,610                  -
Taxes on income                                         (168)               346                  (205)               525
Adjusted EBITDA                                $      (1,660)          $  1,878          $     (4,669)          $  2,152
Adjusted EBITDA margin                                    (5)  %              8  %                 (8)  %              5  %


(a) Finance expense (income), net consists primary of remeasurement expense
related to our foreign subsidiaries' monetary assets, liabilities and operating
results, our interest expense and revaluation of our warrants. The unrealized
gain from changes in the fair value of our warrants for the three months and six
months period ended June 30, 2022 was $13.2 million and $15.9 million,
respectively. The unrealized loss from changes in the fair value of our warrants
for the three months and six months period ended June 30, 2021 was $1.4 million
and $2.7 million, respectively.

(b) Transaction related expenses consist of professional fees associated with the SPAC merger transaction and PIPE related SEC filings.

(c) Acquisition related expenses consists of professional fees associated with the acquisition of TVS.


(d) For the three months and six months ended June 30, 2022, "other" consists of
exit costs for a former TVS employee, retention bonus expense for TVS employees
and legal costs related to the Nielsen Claim.

We use Adjusted EBITDA and Adjusted EBITDA Margin as measures of operational
efficiency to understand and evaluate our core business operations. We believe
that these non-GAAP financial measures are useful to investors for period to
period comparisons of our core business and for understanding and evaluating
trends in our operating results on a consistent basis by excluding items that we
do not believe are indicative of our core operating performance.

These non-GAAP financial measures have limitations as analytical tools and
should not be considered in isolation or as substitutes for an analysis of our
results as reported under US GAAP. Some of the limitations of these measures
are:

•Adjusted EBITDA does not reflect our capital expenditures or future requirements for capital expenditures or contractual commitments;

•they do not reflect costs of acquiring and integrating businesses, which will continue to be a part of our growth strategy;

•they do not reflect one-time, non-recurring costs associated with the SPAC merger transaction and regulatory filings;

•they do not reflect income tax expense;

                                       41

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•they do not reflect our interest expense; and


•although depreciation and amortization are non-cash charges related mainly to
intangible assets, certain assets being depreciated and amortized will have to
be replaced in the future, and Adjusted EBITDA does not reflect any cash
requirements for such replacements.

In addition, other companies in our industry may calculate these non-GAAP
financial measures differently than we do, limiting their usefulness as a
comparative measure. You should compensate for these limitations by relying
primarily on our US GAAP results and using the non-GAAP financial measures only
supplementally. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided
by total revenue.


Off-Balance Sheet Arrangements


As of June 30, 2022, we did not have any relationships with unconsolidated
organizations or financial partnerships, such as structured finance or special
purpose entities that would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.

Critical Accounting Policies and Estimates


Our discussion and analysis of our financial condition and results of operations
are based on our audited consolidated financial statements, which have been
prepared in accordance with US GAAP. The preparation of these financial
statements requires us to make estimates, assumptions and judgments that affect
the amounts reported in our condensed consolidated financial statements and the
accompanying notes to condensed consolidated financial statements. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances, including the ongoing and
potential impacts of the COVID-19 pandemic and other global events. Actual
results may differ from these estimates.

While our significant accounting policies are described in more detail in Note 2
of our unaudited interim condensed consolidated financial statements included in
Item 1. "Financial Statements and Supplementary Data", we believe the following
accounting policies to be the most critical to the judgments and estimates used
in the preparation of our interim condensed consolidated financial statements.

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 revenue
streams are ad serving, creative and measurement 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
through access to a measurement application in real time or by delivery of a
report. Measurement services 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 typically estimated
based on observable transactions when these services are sold on a standalone
basis 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.

                                       42

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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 over time or at a point
in time. If the customer simultaneously receives and consumes the benefits
provided by the Company's performance, revenues for these measurement services
are recognized over the period during which the performance obligations are
satisfied and control of the service is transferred to the customer. This is the
case when the customer has access to the measurement application in real time.
The performance obligation is satisfied over the contract period on a
straight-line basis. If the Company delivers the measurement report, the
revenues are recognized at the point in time the report is delivered.

The Company's accounts receivable consist primarily of receivables related to
providing ad serving, creative and measurement services, in 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 on a monthly basis based on actual delivery. The
payment terms vary, mainly with terms of net 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.

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
condensed consolidated statements of operations.

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.


                                       43

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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 Private Placement Warrants are classified as Level 3 in the fair value
hierarchy and continue to be valued using the Black-Scholes option pricing
model. Gains and losses from the remeasurement of the warrants liability are
recognized in "Finance expenses, net" in the condensed consolidated statements
of operations.

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.

Goodwill and intangible assets


Goodwill and certain other purchased intangible assets have been recorded in the
Company's condensed consolidated financial statements as a result of the
acquisitions. 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, 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.

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 elects to perform an
annual impairment test of goodwill as of October 1 of each year, or more
frequently if impairment indicators are present.

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.


Intangible assets with a finite useful life are amortized over their useful life
and reviewed for impairment whenever there is an indication that the asset may
be impaired.

Technology and trade name are being amortized over the estimated useful life of approximately 6 and 8 years, respectively, using straight-line amortization method.


The amortization of our trade name, customer relationships and technology will
be presented within depreciation and amortization in the condensed consolidated
statement of operations.

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 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 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 three years. The amortization will be
presented within depreciation and amortization in the condensed consolidated
statements of operations.

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Recent Accounting Pronouncements


For information on recent accounting standards, see "Part I - Item 1. Financial
Statements and Supplementary Data - Note 2. Summary of Significant Accounting
Policies".

© Edgar Online, source Glimpses

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