The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes appearing elsewhere in this Quarterly Report on
Form 10-Q. The following discussion and analysis contains forward-looking
statements that involve risks and uncertainties. When reviewing the discussion
below, you should keep in mind the substantial risks and uncertainties that
could impact our business. In particular, we encourage you to review the risks
and uncertainties described in the section titled "Forward-Looking Statement"
included in this Quarterly Report on Form 10-Q and the sections titled "Risk
Factors" and "Forward-Looking Statements" included in our Annual Report on Form
10-K for the year ended December 31, 2021. These risks and uncertainties could
cause actual results to differ materially from those projected in
forward-looking statements contained in this report or implied by past results
and trends. Our historical results are not necessarily indicative of the results
that may be expected for any period in the future, and our interim results are
not necessarily indicative of the results we expect for the full fiscal year or
any other period. Unless the context otherwise requires, the terms "Company,"
"Integral Ad Science Holding Corp.," "IAS," "we," "us," "our," or similar terms
refer to Integral Ad Science Holding LLC and its consolidated subsidiaries
before the corporate conversion, and Integral Ad Science Holding Corp. and,
where appropriate, its subsidiaries after the Corporate Conversion.

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                                    Overview

We are a leading digital media quality company by revenue. With our cloud-based
technology platform and the actionable insights it provides, we deliver
independent measurement and verification of digital advertising across all
devices, channels, and formats, including desktop, mobile, connected TV ("CTV"),
social, display, and video. Our proprietary and Media Rating Council (the "MRC")
accredited Quality Impressions® metric is designed to verify that digital ads
are served to a real person rather than a bot, viewable on-screen, and appear in
a brand-safe and suitable environment in the correct geography.

Without an independent evaluation of digital advertising quality, brands and
their agencies previously relied on a wide range of publishers and ad platforms
to self-report and measure the effectiveness of campaigns without a global
benchmark to understand success. We are an independent, trusted partner for
buyers and sellers of digital advertising to increase accountability,
transparency, and effectiveness in the market. We help advertisers optimize
their ad spend and better measure consumer engagement with campaigns across
platforms, while enabling publishers to improve their inventory yield and
revenue.

As a leading media quality partner, we have deep integrations with all the major
advertising and technology platforms including Amazon, Facebook, Google,
Instagram, LinkedIn, Microsoft, Pinterest, Snap, Spotify, TikTok, The Trade
Desk, Twitter, Xandr, Yahoo, and YouTube. Our platform uses advanced artificial
intelligence ("AI") and machine learning ("ML") technologies to process over 100
billion daily web transactions on average. With this data, we deliver real-time
insights and analytics to our global customers through our easy-to-use reporting
platform, IAS Signal™, helping brands, agencies, publishers, and platform
partners improve media quality and campaign performance.

Our pre-bid and post-bid verification solutions enable advertisers to measure
campaign performance and value across viewability, ad fraud prevention, brand
safety and suitability, and contextual targeting for ads on desktop, mobile
in-app, social, and CTV platforms. Our pre-bid programmatic solution is directly
integrated with DSPs to help optimize return on ad spend ("ROAS") by directing
advertising budgets to the best available inventory. With our Context Control
solution, advertisers can leverage more than 300 contextual segments from the
Company on a pre-bid basis to avoid undesirable content or target towards
content that is more suitable for their campaigns. Additionally, our Total
Visibility® offering provides marketers with actionable insights to optimize
their campaign spend and drive higher yield by focusing on the most efficient
and cost effective pathways. Our solutions help hundreds of publishers globally
deliver high quality ad inventory that is fraud free, viewable, brand safe and
suitable, and geographically targeted.

                   Macroeconomic and Geopolitical Conditions

Current adverse macroeconomic and geopolitical conditions, including the
conflict in Ukraine, heightened inflation, slower growth or recession, changes
to fiscal and monetary policy, higher interest rates, currency fluctuations,
challenges in the supply chain and the ongoing effects of the COVID-19 pandemic
may adversely affect our results. In response to heightened levels of inflation
in 2022, central banks, including the U.S. Federal Reserve and the European
Central Bank, have increased interest rates. Our operating expenses are
denominated in the currencies of the countries in which our operations are
located, and our consolidated results of operations and cash flows are,
therefore, subject to fluctuations due to changes in foreign currency exchange
rates. The U.S. dollar may continue to strengthen against these foreign
currencies if the Federal Reserve further raises the federal funds rate, which
may result in downstream impacts to global exchange rates and further adverse
impacts to our reported results.

Our business depends on the overall demand for advertising and on the economic health of advertisers that benefit from our platform. Economic downturns or unstable market conditions cause advertisers to decrease their advertising budgets, which in turn reduces spend though our platform.



Throughout the COVID-19 pandemic, we have had sufficient liquidity and capital
resources to continue to meet our operating needs and service our debt. However,
if macroeconomic conditions deteriorate or there are unforeseen developments
with respect to the current COVID-19 pandemic our results of operations may be
adversely affected.

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                               Our Business Model

We generate revenue based on the volume of purchased digital ads that our
solution measures. Advertisers use our digital marketing solutions for ad
viewability, brand safety, optimization, context control, and ad fraud
prevention. Advertisers pay us based on the total volume of impressions, which
is our primary contracting model. Certain contracts with advertisers have
pricing with a minimum commitment and/or fixed fee, plus overage, based on a
predetermined number of impressions. We maintain an expansive set of
integrations across the digital advertising ecosystem, including with leading
programmatic and social platforms, which enables us to cover all key channels,
formats and devices. We generate revenue from sell-side customers from contracts
that are generally for twelve-month terms (with an auto renewal provision), and
a fixed fee each month (tied to a total number of impressions), and an overage
cost per thousand impressions ("CPM") that is applied when impressions exceed
the impression threshold for a particular tier.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to:

Innovate and Develop New Products for Key High-Growth Segments

•Programmatic. We aim to deliver transparency to programmatic ad buying via innovative solutions including contextual targeting and brand safety and suitability.



•Social. We plan to develop deeper integrations with social platforms, also
known as Walled Gardens, including feed-based brand safety and suitability, to
be able to deliver continued transparency to our customers.

•Connected TV. We plan to continue to expand CTV-specific verification solutions and contextual capabilities to address the fast-growing CTV segment.

•Adjacent product expansion. We aim to expand our platforms to address new areas of verification and measurement needs for our clients.



For example, with the introduction of our pre-bid contextual capability in 2020,
we not only enhanced our core verification offering, but we were also able to
expand into contextual targeting addressing new needs and providing new value to
our customers. Similarly, in 2019, our CTV solution expanded our presence into
this important and emerging digital channel. In 2021, we acquired Publica LLC, a
leading CTV ad platform and launched our brand safety solution for in-feed video
ads on TikTok.

Increase Sales Within Our Existing Customer Base



We aim to increase the use of our products among existing customers across more
campaigns and impressions. Given our comprehensive product portfolio, we believe
we can cross-sell additional or new solutions to provide end-to-end coverage to
more clients from pre-bid viewability to post-buy verification, fraud
prevention, safety, suitability, and targeting.

Acquire New Customers and Increase Market Share



Our ability to acquire new customers and increase our market share is dependent
upon a number of factors, including the effectiveness of our solutions,
marketing and sales to drive new business prospects and execution, client
digital marketing investment adoption, new products and feature offerings,
global reach and the growth of the market for digital ad verification. There is
a market opportunity to provide advertisers directly or through advertising
agencies with verification services, specifically around ad viewability, ad
fraud prevention and brand safety and suitability. Based on a March 2021
analysis by Frost & Sullivan, we estimate the global market opportunity for our
ad verification solutions to be $9.5 billion and expect it to grow at a 16.2%
CAGR from 2021 to 2025. We plan to work with the top 500 global advertisers by
targeting high-spend verticals and brands with a natural sensitivity for brand
safety, brand suitability, and ROAS needs. We believe we will increase our
market share by strengthening our work with the leading social platforms,
enhancing our programmatic solutions, deriving benefit from our broad global
position, and leveraging our differentiated data science and market-leading
contextual capabilities.

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Expand Customer Base Internationally



Our ability to expand our customer base internationally is dependent upon a
number of factors, including effectively implementing our business processes and
go-to-market strategy, our ability to adapt to market or cultural differences,
the general competitive landscape, macroeconomic conditions, our ability to
invest in our sales and marketing channels, the maturity and growth trajectory
of our services by region and our brand awareness and perception. Global
marketers are becoming increasingly cognizant of the value of sophisticated
verification strategies and, as such, we believe there is growing demand for our
services internationally. We believe that the Latin America and the APAC regions
may represent substantial growth opportunities, and we are investing in
developing our business in those markets by way of expanded in-market customer
service investment and by leveraging our global relationships. We aim to
continue to grow outside the U.S. in Europe and other established markets such
as Australia and Japan, and view ourselves as best positioned to continue
penetrating these markets given our market-leading global footprint.

Seasonality



We experience fluctuations in revenue that coincide with seasonal fluctuations
in the digital ad spending of our customers. The global advertising industry
experiences seasonal trends that affect the vast majority of participants in the
digital advertising ecosystem. Most notably, advertisers have historically spent
relatively more in the fourth quarter of the calendar year to coincide with the
holiday shopping season, and relatively less in the first quarter of each
calendar year. We expect these seasonality trends to continue, and our ability
to manage our resources in anticipation of these trends will affect our
operating results. Consequently, the fourth quarter of each calendar year
usually reflects the highest level of measurement activity, and the first
quarter of each calendar year reflects the lowest level of activity. Our
revenue, cash flow, operating results and other key operating and performance
metrics may vary from quarter to quarter due to the seasonal nature of our
clients' spending on advertising campaigns and macroeconomic conditions. While
our revenue is highly re-occurring, seasonal fluctuations in ad spend may impact
quarter-over-quarter results. We believe that the year-over-year comparison of
results more appropriately reflects the overall performance of the business.

Key Business Metrics



In addition to our U.S. GAAP financial information, we review a number of
operating and financial metrics, including the following key metrics, to
evaluate our business, measure our performance, identify trends affecting our
business, formulate business plans and make strategic decisions. The key
business metrics are presented based on our advertising customers, as revenue
from these customers represents substantially all the revenue.

The following table sets forth our key performance indicators for the periods set forth below:



     (as of the end of the period)                                   

September 30,


                                                                   2022           2021
     Net revenue retention of advertising customers (%)               120  %       129  %
     Total advertising customers                                    2,152        2,045
     Total number of large advertising customers                      184          183


Net revenue retention of advertising customers



We define net revenue retention of advertising customers as a metric to reflect
the expansion or contraction of our advertising customers' revenue by measuring
the period-over-period change in trailing-twelve-month revenues from customers
who were also advertising customers in the prior trailing-twelve-month period.
As such, this metric includes the impact of any churned, or lost, advertising
customers from the prior trailing-twelve-month period as well as any increases
or decreases in their spend, including the positive revenue impacts of selling
new services to an existing advertising customer. The numerator and denominator
includes revenue from all advertising customers that we served and from which we
recognized revenue in the earlier of the two trailing-twelve-month periods being
compared. For purposes of discussing our key business metrics, we define an
advertising customer as any advertiser account that spends at least $3,000 in
the applicable trailing-twelve-month periods. We calculate our net revenue
retention of advertising customers as follows:

Numerator: The total revenue earned during the current trailing-twelve-month period from the cohort of advertising customers in the prior trailing-twelve-month period.


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Denominator: The total revenue earned during the immediately preceding trailing-twelve-month period from such cohort of advertising customers in such trailing-twelve-month period.

The quotient obtained from this calculation is our net revenue retention rate of advertising customers.

Our calculation of net revenue retention of advertising customers may differ from similarly titled metrics presented by other companies.



Our net revenue retention of advertising customers decreased from 129% as of
September 30, 2021 to 120% as of September 30, 2022. The decrease in the net
revenue retention of advertising customers as of September 30, 2021 compared to
September 30, 2022 was primarily due lower revenue growth during the
trailing-twelve-month period of 25% in 2022 compared to 34% in 2021.

Total advertising customers



We view the number of advertising customers as a key indicator of our scale and
growth and the adoption of our platform. We determine our number of advertising
customers by counting the total number of advertiser accounts who have spent at
least $3,000 in the trailing-twelve-months. The total number of advertising
customers has limitations as an operating metric as it does not reflect the
product mix chosen by our advertising customers, the order frequency, or the
purchasing behavior of our advertising customers. Because of these and other
limitations, we consider, and you should consider, total advertising customers
in conjunction with our other metrics, including net revenue retention, net
income (loss), adjusted EBITDA, and average revenue per advertising customer.

Total number of large advertising customers



Historically, our revenue has been driven primarily by a subset of large
advertising customers who have leveraged our platform substantially from a usage
standpoint. We determine our total number of large advertising customers by
counting the total number of advertising accounts who have spent at least
$200,000 in the trailing-twelve-month period. We believe the recruitment and
cultivation of large advertising customers contributes to our long-term success.
Our total number of large advertising customers increased from 183 as of
September 30, 2021 to 184 as of September 30, 2022.

Components of Results of Operations

Revenue



We derive revenue primarily from advertisers and programmatic services offered
through a demand side platform to our customers across the digital advertising
platform, which is our performance obligation. Fees associated with our
contracts include impression-based fees driven by impression volume and a CPM.

We deliver our products and solutions to serve two customer types (i) buy-side
(advertisers and agencies) and (ii) sell-side (publishers, advertising/audience
networks, and supply side platforms). We generally generate revenue by charging
a CPM based on the volume of purchased digital ads that we measure and optimize
on behalf of these customers. There are no separate fees to access our platform.
Depending on our customer needs, our contracts have (i) usage-based pricing,
(ii) monthly, quarterly or annual minimum commitments, or (iii) fixed fees.
Usage based pricing is our primary contracting model. For these minimum
commitment contracts, if a customer uses fewer impressions than the minimum,
there are no discounts or prorating to adjust the minimum fees, and if a
customer uses more impressions than the minimum, an overage fee is applied on
such usage.

We recognize revenue when control of the promised services is transferred to
customers. Revenue from the cloud-based technology platform is primarily
recognized based on impressions delivered to customers. An "impression" is
delivered when an advertisement appears on pages viewed by users. A significant
majority (i.e., over 90%) of the Company's contracts are usage-based contracts
with no substantive minimum commitments. We have certain contracts for which
pricing is variable through tiered pricing arrangements or include annual base
fees that do not coincide with the calendar year, requiring an estimate of the
transaction price attributable to each year. The majority of our contracts have
a duration of one year or less.

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Operating Expenses



Cost of revenue. Cost of revenue consists of data center costs, hosting fees,
revenue share with our DSP partners and personnel costs. Personnel costs include
salaries, bonuses, equity-based compensation, and employee benefit costs,
primarily attributable to our customer operations group. Our customer operations
group is responsible for onboarding, integration of new clients and providing
support for existing customers, including technical support for our technology
platform and product offering. We allocate overhead such as rent and occupancy
and information technology infrastructure charges based on headcount.

Sales and marketing. Sales and marketing expense consists primarily of personnel
costs, including salaries, bonuses, equity-based compensation, employee benefits
costs and commission costs, for our sales and marketing personnel. Sales and
marketing expense also includes costs for advertising, promotional and other
marketing activities. We allocate overhead such as rent and occupancy and
information technology infrastructure charges based on headcount. Sales
commissions are expensed as incurred.

Technology and development. Technology and development expense consists
primarily of personnel costs of our engineering, product, and data sciences
activities, as well as software licenses. Personnel costs including salaries,
bonuses, equity-based compensation and employee benefits costs, third-party
consultant costs associated with the ongoing development and maintenance of our
technology platform and product offering. We allocate overhead such as rent and
occupancy and information technology infrastructure charges based on headcount.
Technology and development costs 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 internal use software, net on our consolidated balance sheet.

General and administrative. General and administrative expense consists of
personnel costs, including salaries, bonuses, equity-based compensation, and
employee benefits costs for our executive, finance, legal, human resources,
information technology, and other administrative employees. General and
administrative expenses also include outside consulting, legal and accounting
services, allocated facilities costs, and travel and entertainment primarily
related to intra-office travel and conferences.

Depreciation and amortization. Depreciation and amortization expense consists
primarily of depreciation and amortization expenses related to customer
relationships, developed technologies, trademarks, favorable leases, equipment,
leasehold improvements and other tangible and intangible assets. We depreciate
and amortize our assets in accordance with our accounting policies. Maintenance
and repairs, which do not extend the useful life of the respective assets, are
charged to expense as incurred. Intangible assets are amortized on a
straight-line basis over their estimated useful lives or using an accelerated
method. Useful lives of intangible assets range from four years to fifteen
years.

Foreign exchange loss, net. Foreign exchange loss, net, is impacted by movements in exchange rates and the amount of foreign-currency denominated cash, receivables, intercompany balances, and payables, which are impacted by our billings to customers, payments to sellers and intercompany transactions.

Interest expense, net



Interest expense, net. Interest expense consists primarily of interest payments
on our outstanding borrowings under our Prior Credit Agreement (as defined
below), New Credit Agreement (as defined below) and amortization of related debt
issuance costs net of interest income.

Employee retention tax credit



Employee retention tax credit. Employee retention tax credit was recognized in
connection with our submission for employee retention credits under the CARES
Act.

Loss on extinguishment of debt

Loss on extinguishment of debt. Loss on extinguishment of debt was incurred in connection with the repayment of outstanding debt under our Prior Credit Agreement.


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Provision (benefit) from income taxes



Provision (benefit) from income taxes. The provision (benefit) from income taxes
resulted primarily from the current period book income (loss) multiplied by the
effective tax rate.


Results of Operations

The following table sets forth our consolidated statement of operations for the
periods indicated:

                                 Three Months Ended September 30,      Nine Months Ended September 30,
                                       2022              2021               2022                 2021
(in thousands except percentages)
Revenue                          $    101,343         $ 79,014       $       290,913         $ 221,041
Operating expenses:
Cost of revenue (excluding
depreciation and amortization
shown below)                           19,171           13,845                53,864            38,191
Sales and marketing                    28,190           19,578                77,961            62,990
Technology and development             19,459           14,609                54,071            47,554
General and administrative             20,150           16,081                56,081            57,670
Depreciation and amortization          12,617           16,100                37,585            45,098
Foreign exchange loss, net              4,064                5                 3,503               407
Total operating expenses              103,651           80,218               283,065           251,910
Operating income (loss)                (2,308)          (1,204)                7,848           (30,869)
Interest expense, net                  (2,619)          (5,753)               (5,859)          (17,880)
Employee retention tax credit           6,981                -                 6,981                 -
Loss on extinguishment of
debt                                        -           (3,721)                    -            (3,721)
Net income (loss) before
income taxes                            2,054          (10,678)                8,970           (52,470)
(Provision) benefit from
income taxes                           (1,287)             898                (5,083)            4,855
Net income (loss)                $        767         $ (9,780)      $         3,887         $ (47,615)
Net income (loss) margin                    1   %          (12) %                  1   %           (22) %



                                       36

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The following table sets forth our consolidated statement of operations data expressed as a percentage of total revenue for the periods indicated:



                                           Three Months Ended September     

Nine Months Ended September


                                                       30,                               30,
                                                 2022             2021             2022             2021
Revenue                                                100  %     100  %                 100  %     100  %
Operating expenses:
Cost of revenue (excluding
depreciation and amortization shown
below)                                                  19  %      18  %                  19  %      17  %
Sales and marketing                                     28  %      25  %                  27  %      28  %
Technology and development                              19  %      18  %                  19  %      22  %
General and administrative                              20  %      20  %                  19  %      26  %
Depreciation and amortization                           12  %      20  %                  13  %      20  %
Foreign exchange loss, net                               4  %       -  %                   1  %       -  %
Total operating expenses                               102  %     102  %                  97  %     114  %
Operating income (loss)                                 (2) %      (2) %                   3  %     (14) %
Interest expense, net                                   (3) %      (7) %                  (2) %      (8) %
Employee retention tax credit                            7  %       -  %                   2  %       -  %
Loss on extinguishment of debt                           -  %      (5) %                   -  %      (2) %
Net income (loss) before income taxes                    2  %     (14) %                   3  %     (24) %
(Provision) benefit from income taxes                   (1) %       1  %                  (2) %       2  %
Net income (loss)                                        1  %     (12) %                   1  %     (22) %



Comparison of the Three Months Ended September 30, 2022 and 2021



                                                            Three Months Ended September 30,
                                                                                      $             %
                                                      2022             2021         change       change
(in thousands except percentages)
Revenue                                         $    101,343        $ 79,014      $ 22,329          28  %
Operating expenses:
Cost of revenue (excluding depreciation and
amortization shown below)                             19,171          13,845         5,326          38  %
Sales and marketing                                   28,190          19,578         8,612          44  %
Technology and development                            19,459          14,609         4,850          33  %
General and administrative                            20,150          16,081         4,069          25  %
Depreciation and amortization                         12,617          16,100        (3,483)        (22) %
Foreign exchange loss, net                             4,064               5         4,059       81178  %
Total operating expenses                             103,651          80,218        23,433          29  %
Operating income (loss)                               (2,308)         (1,204)       (1,104)         92  %
Interest expense, net                                 (2,619)         (5,753)        3,134         (54) %
Employee retention tax credit                          6,981               -         6,981         100  %
Loss on extinguishment of debt                             -          (3,721)     $  3,721        (100) %
Net income (loss) before income taxes                  2,054         (10,678)       12,732        (119) %
(Provision) benefit from income taxes                 (1,287)            898        (2,185)       (243) %
Net income (loss)                               $        767        $ (9,780)     $ 10,547        (108) %



                                       37

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Revenue



Total revenue increased by $22.3 million, or 28%, for the three months ended
September 30, 2022 as compared to the three months ended September 30, 2021.

                                                    Three Months Ended September 30,
                                                                                $            %
                                              2022               2021         change       change
       (in thousands)
       Programmatic revenue           $     47,067            $ 33,723      $ 13,344         40  %
       Advertiser direct revenue            38,955              34,444         4,511         13  %
       Supply side revenue                  15,321              10,847         4,474         41  %
       Total revenue                  $    101,343            $ 79,014      $ 22,329         28  %



Total revenue increased primarily due to a significant increase in our
programmatic revenue of $13.3 million, or 40%, attributable to growth in volume
of impressions of 28% and an increase of 9% in average CPMs. The increase in
average CPMs was attributable to significant growth of our Context Control
solution. Revenue from our advertiser direct customers increased by $4.5
million, or 13%, reflecting growth in volume of impressions of 13%, as well as
increased growth from our customer base. Revenue from our supply side customers
increased by $4.5 million, or 41%, primarily due to the impact of the
acquisition of Publica.

Operating expenses



Cost of Revenue. Cost of revenue increased by $5.3 million, or 38%, for the
three months ended September 30, 2022 as compared to the three months ended
September 30, 2021. This increase was driven by a $2.5 million increase in data
center and hosting fees resulting from overall revenue growth and migration of
data centers to Amazon Web Services cloud, an increase of $2.3 million in
revenue share to our DSP partners on account of our growth in programmatic
revenue, an increase in compensation expenses of $0.3 million and $0.2 million
of stock-based compensation expense, due to increased headcount.

Sales and marketing. Sales and marketing expenses increased by $8.6 million, or
44%, for the three months ended September 30, 2022 as compared to the three
months ended September 30, 2021. This increase was primarily due to an increase
in compensation expenses of $3.0 million to support our growth and international
expansion, $2.0 million in stock-based compensation expense, an increase in
sales commissions of $1.3 million due to higher revenue growth, $0.2 million
related to other staff related costs, an increase in restructuring severance
costs of $0.3 million, an increase of $0.5 million in marketing and advertising
expenses, an increase of $0.8 million in travel expenses and an increase of $0.3
million in software license fees.

Technology and development. Technology and development expenses increased by
$4.9 million, or 33%, for the three months ended September 30, 2022 as compared
to the three months ended September 30, 2021. This increase was primarily due to
a $1.3 million increase in stock-based compensation expense, an increase in
compensation expenses of $2.7 million, an increase in hosting and license fees
of $0.8 million to support our growth, $0.2 million due to higher allocation of
overhead costs, and an increase in restructuring severance costs of $0.2
million. This was offset by decreases related to professional fees of $0.3
million.

General and administrative. General and administrative expenses increased by
$4.1 million, or 25%, for the three months ended September 30, 2022 as compared
to the three months ended September 30, 2021. This increase was primarily due to
$2.7 million stock-based compensation expense, an increase in compensation
expenses of $2.2 million due to increased headcount, an increase of $1.7 million
in professional fees incurred for audit, tax, legal and other services, an
increase in travel and entertainment costs of $0.2 million, and an increase of
$0.2 million for software licenses and computer maintenance. This was offset by
a decrease of $1.3 million related to acquisition costs, a decrease in insurance
costs of $0.4 million related to public company costs, $0.4 million due to
decreased lease expense, $0.2 million due to lower allocation of overhead costs,
and a decrease for bad debt reserves of $0.5 million.

Depreciation and amortization. Depreciation and amortization expenses decreased
by $3.5 million, or 22%, for the three months ended September 30, 2022 as
compared to the three months ended September 30, 2021. This decrease results
from decreased depreciation of our property and equipment of $0.2 million and
decreased amortization of our intangible assets of $3.7 million, resulting from
the use of the accelerated method to amortize the asset. This was partially
offset by amortization expense related to our internal-use software, which
increased $0.4 million in the three months September 30, 2022 as compared to the
three months ended September 30, 2021.
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Foreign exchange loss, net. Foreign exchange loss, net increased by $4.1 million, or 81,178%, for the three months ended September 30, 2022 as compared to the three months ended September 30, 2021. This increase results from fluctuations primarily attributable to the currency movements between the British Pound and Euro relative to the U.S. Dollar.

Interest expense, net



Interest expense, net. Interest expense decreased by $3.1 million, or 54%, for
the three months ended September 30, 2022 as compared to the three months ended
September 30, 2021. The decrease in interest expense was primarily attributable
to partial repayment of our long-term debt of $10.0 million, net and a reduction
in the interest rates as a result of refinancing our debt.

Employee retention tax credit



Employee retention tax credit. Employee retention tax credit was $6,981 for the
three months ended September 30, 2022 compared to no employee retention credit
for the three months ended September 30, 2021. The employee retention tax
credits were filed pursuant to the CARES Act.

Loss on extinguishment of debt



Loss on extinguishment of debt. There was no loss on extinguishment of debt for
the three months ended September 30, 2022 compared to $3.7 million for the three
months ended September 30, 2021. The loss was incurred in the prior year in
connection with the repayment of outstanding debt under our Prior Credit
Agreement.

(Provision) benefit from income taxes



(Provision) benefit from income taxes. Provision (benefit) from income taxes
increased by $2.2 million, or 243%, for the three months ended September 30,
2022 as compared to the three months ended September 30, 2021. The tax provision
increased mainly due to higher book income for the three months ended September
30, 2022, and executive compensation as the Company became subject to the
provisions of Section 162(m) of the Internal Revenue Code as a result of
becoming a public company and discrete items, including stock-based
compensation.

Comparison of the Nine Months Ended September 30, 2022 and 2021



                                                         Nine Months Ended September 30, 2022
                                                                                       $            %
                                                     2022              2021          change       change
(in thousands except percentages)
Revenue                                       $     290,913         $ 221,041      $ 69,872         32  %
Operating expenses:
Cost of revenue (excluding depreciation
and amortization shown below)                        53,864            38,191        15,673         41  %
Sales and marketing                                  77,961            62,990        14,971         24  %
Technology and development                           54,071            47,554         6,517         14  %
General and administrative                           56,081            57,670        (1,589)        (3) %
Depreciation and amortization                        37,585            45,098        (7,513)       (17) %
Foreign exchange loss, net                            3,503               407         3,096        761  %
Total operating expenses                            283,065           251,910        31,155         12  %
Operating income (loss)                               7,848           (30,869)       38,717       (125) %
Interest expense, net                                (5,859)          (17,880)       12,021        (67) %
Employee retention tax credit                         6,981                 -         6,981        100  %
Loss on extinguishment of debt                            -            (3,721)        3,721       (100) %
Net income (loss) before income taxes                 8,970           (52,470)       61,440       (117) %
(Provision) benefit from income taxes                (5,083)            4,855        (9,938)      (205) %
Net income (loss)                             $       3,887         $ (47,615)     $ 51,502       (108) %



                                       39

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Revenue

Total revenue increased by $69.9 million, or 32%, for the three months ended September 30, 2022 as compared to the nine months ended September 30, 2021.



                                                     Nine Months Ended September 30,
                                                                                $            %
                                              2022              2021          change       change
        (in thousands)
        Programmatic revenue           $    135,537          $  92,090      $ 43,447         47  %
        Advertiser direct revenue           110,210            102,323         7,887          8  %
        Supply side revenue                  45,166             26,628        18,538         70  %
        Total revenue                  $    290,913          $ 221,041      $ 69,872         32  %



Total revenue increased primarily due to a significant increase in our
programmatic revenue of $43.4 million, or 47%, attributable to growth in volume
of impressions of 29% and an increase of 14% in average CPMs. The increase in
average CPMs was attributable to significant growth of our Context Control
solution. Revenue from our advertiser direct customers increased $7.9 million,
or 8%, reflecting growth in volume of impressions of 8% as well as increased
growth from our customer base. Revenue from our supply side customers increased
$18.5 million, or 70%, primarily due to the impact of the acquisition of
Publica.

Operating expenses



Cost of Revenue. Cost of revenue increased by $15.7 million, or 41%, for the
nine months ended September 30, 2022 as compared to the nine months ended
September 30, 2021. This increase was driven by a $7.1 million increase in data
center and hosting fees resulting from overall revenue growth and migration of
data centers to Amazon Web Services cloud, an increase of $8.0 million in
revenue share to our DSP partners on account of our growth in programmatic
revenue, an increase in stock-based compensation expenses of $0.2 million and
compensation expenses of $0.3 million to support our growth and international
expansion.

Sales and marketing. Sales and marketing expenses increased by $15.0 million, or
24%, for the nine months ended September 30, 2022 as compared to the nine months
ended September 30, 2021. This increase was primarily due to an increase in
sales commissions of $2.7 million due to higher revenue growth, an increase in
compensation expenses of $8.3 million to support our growth and international
expansion, an increase in recruiting expenses of $0.4 million, an increase in
restructuring severance costs of $1.5 million, an increase of $2.1 million in
marketing and advertising expenses, increase in software license fees of $0.5
million, subscriptions of $0.3 million, telecommunications expenses of $0.3
million and an increase of $1.4 million in travel expenses. These increases were
partially offset by a decrease of $2.6 million in stock-based compensation
expense, which was higher in the nine months ended September 30, 2021 due to the
modification of the Company's stock awards at the time of the IPO and the charge
recognized for all vested options.

Technology and development. Technology and development expenses increased by
$6.5 million, or 14%, for the nine months ended September 30, 2022 as compared
to the nine months ended September 30, 2021. This increase was primarily due to
an increase in compensation expenses of $7.2 million, an increase in hosting and
license fees of $1.2 million to support our growth, an increase in professional
fees of $0.8 million, and $0.4 million due to higher allocation of overhead
costs. These increases were partially offset by $1.9 million in stock-based
compensation expense, which was higher in the nine months ended September 30,
2021 due to the modification of the Company's stock awards at the time of the
IPO and the charge recognized for all vested options, and a decrease of $1.1
million related to restructuring severance costs.

                                       40
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General and administrative. General and administrative expenses decreased by
$1.6 million, or 3%, for the nine months ended September 30, 2022 as compared to
the nine months ended September 30, 2021. This decrease was primarily due to
higher stock-based compensation expense of $12.3 million in the nine months
ended September 30, 2021 due to the modification of the Company's stock awards
at the time of the IPO and the charge recognized for all vested options, a
decrease in facilities expenses of $1.0 million due to the sublease of the
facility previously used as our New York corporate headquarters, a decrease in
acquisition costs of $1.9 million, a decrease in reserves for bad debts of $0.1
million, higher allocation of overhead costs of $0.3 million, and a decrease in
IPO related professional fees of $1.3 million incurred during the nine months
ended September 30, 2021. This decrease was offset by increases in compensation
expenses of $4.9 million due to increased headcount, an increase in recruiting
expenses of $0.7 million, an increase in insurance costs of $2.3 million related
to public company costs, an increase of $4.9 million in professional fees
incurred for audit, tax, legal and other services, an increase of $1.1 million
for software licenses and computer maintenance, an increase of $0.5 million in
travel expenses, and an increase of $1.0 million for restructuring severance
costs.

Depreciation and amortization. Depreciation and amortization expenses decreased
by $7.5 million, or 17%, for the nine months ended September 30, 2022 as
compared to the nine months ended September 30, 2021. This decrease results from
decreased depreciation of our property and equipment of $0.7 million and
decreased amortization of our intangible assets of $8.0 million, resulting from
the use of the accelerated method to amortize the asset. These decreases were
partially offset by an increase in amortization expense related to our
internal-use software of $1.2 million.

Foreign exchange loss, net. Foreign exchange loss, net increased $3.1 million,
or 761% for the nine months ended September 30, 2022 as compared to the nine
months ended September 30, 2021. The loss results from fluctuations primarily
attributable to the currency movements between the British Pound and Euro
relative to the U.S. Dollar.

Interest expense, net



Interest expense, net. Interest expense decreased by $12.0 million, or 67%, for
the nine months ended September 30, 2022 as compared to the nine months ended
September 30, 2021. The decrease in interest expense was primarily attributable
to reduced Paid in Kind ("PIK") interest expense of $0.4 million and a decrease
in interest expense by $11.5 million due to partial repayment of our long-term
debt of $110.0 million, net and a reduction in the interest rates as a result of
refinancing our debt.

Employee retention tax credit



Employee retention tax credit. Employee retention tax credit was $7.0 million
for the nine months ended September 30, 2022 compared to no employee retention
tax credit for the nine months ended September 30, 2021. The employee retention
tax credits were filed pursuant to the CARES Act.

Loss on extinguishment of debt



Loss on extinguishment of debt. There was no loss on extinguishment of debt for
the nine months ended September 30, 2022 compared to $3.7 million for the nine
months ended September 30, 2021. The loss was incurred in the prior year in
connection with the repayment of outstanding debt under our Prior Credit
Agreement.

(Provision) benefit from income taxes



(Provision) benefit from income taxes. (Provision) benefit from income taxes
increased by $9.9 million, or 205%, for the nine months ended September 30, 2022
as compared to the nine months ended September 30, 2021. The tax provision
increased mainly due to higher book income for the nine months ended September
30, 2022, non-deductible executive compensation as the Company became subject to
the provisions of Section 162(m) of the Internal Revenue Code as a result of
becoming a public company, and discrete items, including executive compensation.

                                       41
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Non-GAAP Financial Measures



We use supplemental measures of our performance, which are derived from our
consolidated financial information, but which are not presented in our
consolidated financial statements prepared in accordance with U.S. GAAP.
Adjusted EBITDA is the primary financial performance measure used by management
to evaluate our business and monitor ongoing results of operations. Adjusted
EBITDA is defined as income (loss) before depreciation and amortization,
stock-based compensation, interest expense, income taxes, acquisition,
restructuring and integration costs, IPO readiness costs, foreign exchange gains
and losses, and other one-time, non-recurring costs. Adjusted EBITDA margin
represents the Adjusted EBITDA for the applicable period divided by the revenue
for that period presented in accordance with U.S. GAAP.

We use non-GAAP financial measures to supplement financial information presented
on a U.S. GAAP basis. We believe that excluding certain items from our U.S. GAAP
results allows management to better understand our consolidated financial
performance from period to period and better project our future consolidated
financial performance as forecasts are developed at a level of detail different
from that used to prepare U.S. GAAP-based financial measures. Moreover, we
believe these non-GAAP financial measures provide our shareholders with useful
information to help them evaluate our operating results by facilitating an
enhanced understanding of our operating performance and enabling them to make
more meaningful period-to-period comparisons. Although we believe these measures
are useful to investors and analysts for the same reasons they are useful to
management, as discussed below, these measures are not a substitute for, or
superior to, U.S. GAAP financial measures or disclosures. Our non-GAAP financial
measures may not be comparable to similarly titled measures of other companies.
Other companies, including companies in our industry, may calculate non-GAAP
financial measures differently than we do, limiting the usefulness of those
measures for comparative purposes.

The non-GAAP financial measures are not meant to be considered as indicators of
performance in isolation from or as a substitute for net income (loss) prepared
in accordance with U.S. GAAP and should be read only in conjunction with
financial information presented on a U.S. GAAP basis. Reconciliations of
Adjusted EBITDA and Adjusted EBITDA margin to their most directly comparable
U.S. GAAP financial measures, net income (loss) and corresponding margin, are
presented below. We encourage you to review the reconciliations in conjunction
with the presentation of the non-GAAP financial measures for each of the periods
presented. In future fiscal periods, we may exclude such items and may incur
income and expenses similar to these excluded items.

Adjusted EBITDA



                                Three Months Ended September 30,       Nine Months Ended September 30,
(in thousands)                       2022                2021               2022                 2021
Net income (loss)              $         767          $ (9,780)      $         3,887         $ (47,615)
Depreciation and
amortization                          12,617            16,100                37,585            45,098
Stock-based compensation              14,247             8,141                33,107            49,673
Interest expense, net                  2,619             5,753                 5,859            17,880
Provision (benefit) from
income taxes                           1,287              (898)                5,083            (4,855)
Acquisition, restructuring
and integration costs                  1,518             2,314                 4,396             4,893
IPO readiness costs                        -                56                     -             1,094
Loss on extinguishment of
debt                                       -             3,721                     -             3,721
Foreign currency
transaction gains                      4,064                 -                 3,551                 -
Employee retention tax
credit                                (6,981)                -                (6,981)                -
Impairment of assets                       6                 -                    55                 -
Adjusted EBITDA                $      30,144          $ 25,407       $        86,542         $  69,889
Revenue                        $     101,343          $ 79,014       $       290,913         $ 221,041
Net income (loss) margin                   1   %           (12) %                  1   %           (22) %
Adjusted EBITDA margin                    30   %            32  %                 30   %            32  %




                                       42

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Liquidity and Capital Resources

General



As of September 30, 2022, our principal sources of liquidity were cash and cash
equivalents totaling $73.6 million, which was held for working capital purposes,
as well as the $65.0 million available balance under our New Revolver, described
further below. We expect that our cash and cash equivalents on hand at September
30, 2022 will enable us to continue to make investments in the future. We expect
our operating cash flows to further improve as we increase our operational
efficiency and experience economies of scale.

We believe our existing cash and cash equivalents, availability under our New
Revolver and cash provided by operations will be sufficient to meet our working
capital and capital expenditure needs for at least the next twelve months and
beyond. Our future capital requirements will depend on many factors including
our growth rate, the timing and extent of spending to support development
efforts, the expansion of sales and marketing activities, the introduction of
new and enhanced products and services offerings and, continued market
acceptance of our products. In the future, we may enter into arrangements to
acquire or invest in complementary businesses, services and technologies,
including intellectual property rights.

We may be required to seek additional equity or debt financing. In the event
that additional financing is required from outside sources, we may not be able
to raise it on terms acceptable to us, or at all. If we are unable to raise
additional capital or generate cash flows necessary to expand our operations and
invest in new technologies, it could reduce our ability to compete successfully
and harm our results of operations.

Some of our customers pay in advance for subscriptions, a portion of which is
recorded as deferred revenue. Deferred revenue consists of the unearned portion
of billed fees for our subscriptions, which is later recognized as revenue in
accordance with our revenue recognition policy. As of September 30, 2022 and
December 31, 2021, we had deferred revenue of $0.3 million and $0.2 million,
respectively, all of which was recorded as a current liability and is expected
to be recorded as revenue in the next twelve months, provided all other revenue
recognition criteria have been met.

Credit Facilities



On July 19, 2018, we entered into a Credit Agreement (the "Prior Credit
Agreement") with a syndicate of lenders, comprised of the $325.0 million (the
"Term Loan") and the $25.0 million (the "Revolving Loan"), with maturity dates
of July 19, 2024 and July 19, 2023, respectively. Pursuant to the Incremental
Facility Assumption Agreement No. 1, dated as of November 19, 2019, the Term
Loan was increased to $345.0 million. As explained below, on September 29, 2021,
the Company repaid the outstanding balances and terminated the Prior Credit
Agreement.

In addition to the cash pay interest, the Prior Credit Agreement included PIK
interest at a rate of 1.25% per annum. All PIK interest due was paid by
capitalizing such interest and adding such applicable PIK interest to the
principal amount of the outstanding Term Loan. Effective February 1, 2021, and
subject to maintaining a total leverage ratio less than 6.50 to 1.00, additional
PIK interest was not accrued pursuant to the Prior Credit Agreement. The
interest rate during the period prior to the repayment was 6.0%.

On September 29, 2021, we entered into a new credit agreement with various
lenders (the "New Credit Agreement" or the "New Revolver"), which provides for
an initial $300.0 million in commitments for revolving credit loans, which
amount may be increased or decreased under specific circumstances, with a $30.0
million letter of credit sublimit and a $100.0 million alternative currency
sublimit. In addition, the New Credit Agreement provides for the ability to
request incremental term loan facilities, in a minimum amount of $5.0 million
for each facility. Borrowings under the New Credit Agreement may be used for
working capital and other general corporate purposes, including for acquisitions
permitted under the New Credit Agreement.

                                       43
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The interest rates applicable to revolving borrowings under the New Credit
Agreement are, at our option, either (i) in the case of U.S. dollar loans, (x) a
base rate, which is equal to the greater of (a) the Prime Rate, (b) the Federal
Funds Effective Rate plus 0.5%, and (c) the Adjusted LIBOR (subject to a floor
of 0.0%) for a one month Interest Period (each term as defined in the New Credit
Agreement) plus 1%, or (y) the Adjusted LIBOR (subject to a floor of 0.0%) equal
to the LIBOR (as defined in the New Credit Agreement) for the applicable
Interest Period multiplied by the Statutory Reserve Rate (each term as defined
in the New Credit Agreement) or (ii) in the case of RFR Loans (as defined in the
New Credit Agreement) denominated in sterling or euro, (x) the applicable RFR
(as defined in the New Credit Agreement) or (y) the applicable Term RFR (as
defined in the New Credit Agreement), plus in the case of each of clauses (i)
and (ii), the Applicable Rate (as defined in the New Credit Agreement). The
Applicable Rate (i) for base rate loans range from 0.75% to 1.50% per annum,
(ii) for LIBOR loans range from 1.75% to 2.50% per annum, (iii) for RFR Loans
denominated in sterling range from 1.7826% to 2.5326%, and (iv) for RFR Loans
denominated in euro range from 1.7965% to 2.5456%, in each case, based on the
Senior Secured Net Leverage Ratio (as defined in the New Credit Agreement). Base
rate borrowings may only be made in dollars. The Company is required to pay a
commitment fee during the term of the New Credit Agreement ranging from 0.20% to
0.35% per annum of the average daily undrawn portion of the revolving
commitments based on the Senior Secured Net Leverage Ratio (as defined in the
New Credit Agreement). The interest rate at September 30, 2022 was 4.6%.

The New Credit Agreement contains covenants requiring certain financial
information to be submitted quarterly and annually. In addition, we are also
required to comply with certain financial covenants such as maintaining a Net
Leverage Ratio (as defined in the New Credit Agreement) of 3.50 to 1.00 or lower
and maintaining a minimum Interest Coverage Ratio (as defined in the New Credit
Agreement) of 2.50 to 1.00. As of September 30, 2022, the Company was in
compliance with all covenants contained in the New Credit Agreement. Based upon
current facts and circumstances, we believe existing cash coupled with the cash
flows generated from operations will be sufficient to meet our cash needs and
comply with covenants.

Cash Flows

The table below presents a summary of our consolidated cash flows from operating, investing and financing activities for the periods indicated.



                                                           Nine Months 

Ended September 30,


                                                                 2022       

2021


Net cash provided by operating activities               $        47,560            $  37,656
Net cash used in investing activities                           (12,472)    

(176,851)


Net cash (used in) provided by financing activities             (29,195)    

153,207


Net increase in cash and cash equivalents, and
restricted cash                                         $         5,893            $  14,012
Effect of exchange rate changes on cash and cash
equivalents, and restricted cash                                 (5,396)    

(2,042)


Cash, cash equivalents, and restricted cash, at
beginning of period                                              76,078     

54,721


Cash, cash equivalents and restricted cash, at end
of period                                               $        76,575            $  66,691



Operating Activities

For the nine months ended September 30, 2022, net cash provided by operating
activities was $47.6 million, resulting from a net income of $3.9 million
adjusted for non-cash expenses of depreciation and amortization of
$37.6 million, stock-based compensation of $33.1 million, foreign exchange
losses of $3.5 million, bad debt expense of $0.6 million, amortization of debt
issuance costs of $0.3 million partially offset by Employee retention tax credit
of $7.0 million, a decrease in working capital of $24.0 million, and a deferred
tax benefit of $0.7 million.

For the nine months ended September 30, 2021, net cash provided by operating
activities was $37.7 million, resulting from a net loss of $47.6 million
adjusted for non-cash expenses of depreciation and amortization of $45.1
million, stock-based compensation of $49.7 million, a loss on the extinguishment
of debt of $3.7 million, amortization of debt issuance costs of $1.0 million,
bad debt expense of $0.8 million, and non-cash interest expense of $0.4 million,
partially offset by a decrease in working capital of $5.4 million, and a
deferred tax provision of $10.0 million.

Investing Activities



Cash used in investing activities was $12.5 million for the nine months ended
September 30, 2022, reflecting capitalized costs related to our internal use
software of $10.0 million, payment of $1.6 million for Context and Amino
Payments acquisitions, and the purchase of property and equipment of $0.9
million.
                                       44
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Cash used in investing activities was $176.9 million for the nine months ended
September 30, 2021, reflecting payment for the acquisition of Publica, net of
acquired cash of $166.2 million, capitalized costs related to our internal use
software of $10.0 million and the purchase of property and equipment of $0.6
million.

Financing Activities

Cash used in financing activities was $29.2 million for the nine months ended
September 30, 2022, reflecting cash paid for share repurchases of $23.7 million,
a repayment of outstanding short-term debt of $1.8 million, repayment of
outstanding long-term debt of $25.0 million, offset by proceeds from issuance of
debt of $15.0 million, proceeds of $5.9 million in stock options exercised and
cash received from the ESPP of $0.4 million.

Cash provided by financing activities was $153.2 million for the nine months
ended September 30, 2021, reflecting proceeds from the IPO, net of underwriting
discounts and commissions of $281.6 million, issuance of new debt of $235.0
million, and $1.1 million in stock options exercised. This was offset by a
repayment of outstanding debt of $355.9 million, $1.2 million in common stock
repurchases, $4.7 million in deferred offering costs, payments for debt issuance
costs of $2.3 million and $0.3 million in principal payment on our capital
leases.

Contractual Obligations and Commitments



Our principal commitments consist of obligations under operating leases for
office space, our purchase commitments related to hosting and data services and
repayments of long-term debt. We lease office space under operating leases,
which expire on various dates through March 2027 and the total non-cancelable
payments under these leases were $28.7 million as of September 30, 2022. Total
non-cancelable purchase commitments related to hosting services as of September
30, 2022 were $110.5 million for periods through 2026. The New Revolver matures
in 2026.

Indemnification Agreements

In the ordinary course of business, we enter into agreements of varying scope
and terms pursuant to which we agree to indemnify customers, including, but not
limited to, losses arising out of the breach of such agreements, services to be
provided by us or from intellectual property infringement claims made by third
parties. In addition, in connection with the completion of this offering we
intend to enter into indemnification agreements with our directors and certain
officers and employees that will require us, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or
service as directors, officers or employees. No demands have been made upon us
to provide indemnification under such agreements and there are no claims that we
are aware of that could have a material effect on our consolidated balance
sheets, consolidated statements of operations and comprehensive loss, or
consolidated statements of cash flows.

JOBS Act



We qualify as an "emerging growth company" pursuant to the provisions of the
Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). For as long as we
are an "emerging growth company," we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public
companies that are not "emerging growth companies," including, but not limited
to, not being required to comply with the auditor attestation requirements of
Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements,
exemptions from the requirements of holding advisory "say-on-pay" votes on
executive compensation and shareholder advisory votes on golden parachute
compensation.

The JOBS Act also permits emerging growth companies to take advantage of an
extended transition period to comply with new or revised accounting standards
applicable to public companies. We have elected to "opt-in" to this extended
transition period for complying with new or revised accounting standards and,
therefore, we will not be subject to the same new or revised accounting
standards as other public companies that comply with such new or revised
accounting standards on a non-delayed basis.

                                       45
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Critical Accounting Estimates



The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with U.S. GAAP. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets and liabilities, revenue and expenses and related disclosures
of contingent assets and liabilities at the date of our financial statements.
Actual results may differ from these estimates under different assumptions or
conditions, impacting our reported results of operations and financial condition

There have been no material changes to our critical accounting policies and
estimates as compared to the critical accounting estimates described in "Note
2-Basis of presentation and summary of significant accounting policies" to our
consolidated financial statements appearing in our Annual Report on Form 10-K
for the year ended December 31, 2021.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see Note 2 to our condensed consolidated financial statements: "Basis of presentation and summary of significant accounting policies-Accounting pronouncements not yet adopted" included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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