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Summary of Significant Accounting Policies
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| Summary of Significant Accounting Policies |
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany transactions
and accounts have been eliminated upon consolidation. The Company consolidates
investments where it has a controlling financial interest. The usual condition for
controlling financial interest is ownership of a majority of the voting interest and,
therefore, as a general rule, ownership, directly or indirectly, of more than 50% of
the outstanding voting shares is a condition indicating consolidation is required. For
investments in variable interest entities, the Company would consolidate when it is
determined to be the primary beneficiary of a variable interest entity. The Company
does not have any variable interest entities.
Unaudited Interim Financial Information
The consolidated financial statements included in this quarterly report on Form
10-Q have been prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the “SEC”). Certain information
and footnote disclosures normally included in consolidated financial statements
prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have
been condensed or omitted pursuant to such rules and regulations. However, the Company
believes that the disclosures contained in this quarterly report comply with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a
quarterly report on Form 10-Q and are adequate to make the information presented not
misleading. The consolidated financial statements included herein, reflect all
adjustments (consisting of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position, results of
operations and cash flows for the interim periods presented. These consolidated
financial statements should be read in conjunction with the consolidated financial
statements and notes thereto contained in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2010, filed March 15, 2011 with the SEC. The results of
operations for the three and six months ended June 30, 2011 are not necessarily
indicative of the results to be anticipated for the entire year ending December 31,
2011 or thereafter. All references to June 30, 2011 and 2010 or to the three or six
months ended June 30, 2011 and 2010 in the notes to the consolidated financial
statements are unaudited.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the reported amounts of revenue and
expense during the reporting periods. Significant estimates and assumptions are
inherent in the analysis and the measurement of deferred tax assets, the identification
and quantification of income tax liabilities due to uncertain tax positions, valuation
of marketable securities, recoverability of intangible assets, other long-lived assets
and goodwill, the determination of the allowance for doubtful accounts, and the
determination of estimated selling prices for
allocating arrangement consideration to arrangements with multiple elements. The
Company bases its estimates on historical experience and assumptions that it believes
are reasonable. Actual results could differ from those estimates.
Fair Value Measurements
The Company evaluates the fair value of certain assets and liabilities using the
fair value hierarchy. Fair value is an exit price representing the amount that would be
received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a market-based measurement that
should be determined based on assumptions that market participants would use in pricing
an asset or liability. As a basis for considering such assumptions, the Company applies
the three-tier value hierarchy which prioritizes the inputs used in measuring fair
value as follows:
This hierarchy requires the Company to use observable market data, when available,
and to minimize the use of unobservable inputs when determining fair value. On a
recurring basis, the Company measures its marketable securities at fair value and
determines the appropriate classification level for each reporting period. The Company
is required to use significant judgments to make this determination.
The Company’s investment instruments are classified within Level 1 or Level 3 of
the fair value hierarchy. Level 1 investment instruments are valued using quoted market
prices. Level 3 instruments are valued using valuation models, primarily discounted
cash flow analyses. The types of instruments valued based on quoted market prices in
active markets include all U.S. government and agency securities. Such instruments are
generally classified within Level 1 of the fair value hierarchy. The types of
instruments valued based on significant unobservable inputs include certain illiquid
auction rate securities. Such instruments are classified within Level 3 of the fair
value hierarchy (see Note 4).
Cash equivalents, investments, accounts receivable, prepaid expenses and other
assets, accounts payable, accrued expenses, deferred revenue, deferred rent and capital
lease obligations reported in the consolidated balance sheets equal or approximate
their respective fair values.
Assets and liabilities that are measured at fair value on a non-recurring basis
include intangible assets and goodwill. The Company adjusts these items to fair value
when they are considered to be impaired. During the three and six months ended June 30,
2011 and 2010, there were no fair value adjustments for assets and liabilities measured
on a non-recurring basis.
Cash and Cash Equivalents and Investments
Cash and cash equivalents consist of highly liquid investments with an original
maturity of three months or less at the time of purchase. Cash and cash equivalents
consist primarily of bank deposit accounts.
Investments, which consist principally of auction rate securities, are stated at
fair value. These securities are accounted for as available-for-sale securities.
Unrealized holding gains and losses for available-for-sale securities are excluded from
earnings and reported as a net amount in a separate component of stockholders’ equity
until realized. Realized gains and losses on available-for-sale securities are included
in interest income. Interest and dividends on securities classified as
available-for-sale are included in interest income. The Company uses the specific
identification method to compute realized gains and losses on its investments. Realized
gains and losses for the three and six months ended June 30, 2011 and 2010 were not
material.
Interest income on investments was $0.1 million and $0.1 million for the three months
ended June 30, 2011 and 2010, respectively, and $0.1 million and $0.2 million for the
six months ended June 30, 2011 and 2010, respectively.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and are non-interest
bearing. The Company generally grants uncollateralized credit terms to its customers
and maintains an allowance for doubtful accounts to reserve for potentially
uncollectible receivables. Allowances are based on management’s judgment, which
considers historical experience and specific knowledge of accounts where collectability
may not be probable. The Company makes provisions based on historical bad debt
experience, a specific review of all significant outstanding invoices and an assessment
of general economic conditions. If the financial condition of a customer deteriorates,
resulting in an impairment of its ability to make payments, additional allowances may
be required.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation.
Property and equipment is depreciated on a straight-line basis over the estimated
useful lives of the assets, ranging from three to five years. Assets under capital
leases are recorded at their net present value at the inception of the lease and are
included in the appropriate asset category. Assets under capital leases and leasehold
improvements are amortized over the shorter of the related lease terms or their useful
lives.
Replacements and major improvements are capitalized; maintenance and repairs are
charged to expense as incurred. Amortization of assets under capital leases is included
within the expense category on the Consolidated Statements of Operations and
Comprehensive (Loss) Income in which the asset is deployed.
Business Combinations
The Company recognizes all of the assets acquired, liabilities assumed,
contractual contingencies, and contingent consideration at their fair value on the
acquisition date. Acquisition-related costs are recognized separately from the
acquisition and expensed as incurred. Generally, restructuring costs incurred in
periods subsequent to the acquisition date are expensed when incurred. Subsequent
changes to the purchase price (i.e., working capital adjustments) or other fair value
adjustments determined during the measurement period are recorded as
adjustments to
goodwill. All subsequent changes to a valuation allowance or uncertain tax position
that relate to the acquired company and existed at the acquisition date that occur both
within the measurement period and as a result of facts and circumstances that existed
at the acquisition date are recognized as an adjustment to goodwill. All other changes
in valuation allowances are recognized as a reduction or increase to income tax expense
or as a direct adjustment to additional paid-in capital as required. Acquired
in-process research and development is capitalized as an intangible asset and amortized
over its estimated useful life.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of
identifiable assets acquired and liabilities assumed when a business is acquired. The
allocation of the purchase price to intangible assets and goodwill involves the
extensive use of management’s estimates and assumptions, and the result of the
allocation process can have a significant impact on future operating results. The
allocation of the purchase price to intangible assets is done at fair value. The
Company estimates the fair value of identifiable intangible assets acquired using
various valuation methods, including the excess earnings and relief from royalty
methods.
Intangible assets with finite lives are amortized over their useful lives while
goodwill is not amortized but is evaluated for potential impairment at least annually
by comparing the fair value of a reporting unit to its carrying value, including
goodwill recorded by the reporting unit. If the carrying value exceeds the fair value,
impairment is measured by comparing the implied fair value of the goodwill to its
carrying value, and any impairment determined is recorded in the current period. All of
the Company’s goodwill is associated with one reporting unit. Accordingly, on an annual
basis the Company performs the impairment assessment for goodwill at the enterprise
level. The Company completed its annual impairment analysis as of October 1st for 2010
and determined that there was no impairment of goodwill. There have been no indicators
of impairment suggesting that an interim assessment was necessary for goodwill since
the October 1, 2010 analysis.
Intangible assets with finite lives are amortized using the straight-line method
over the following useful lives:
Impairment of Long-Lived Assets
The Company’s long-lived assets primarily consist of property and equipment and
intangible assets. The Company evaluates the recoverability of its long-lived assets
for impairment whenever events or changes in circumstances indicate the carrying value
of such assets may not be recoverable. If an indication of impairment is present, the
Company compares the estimated undiscounted future cash flows to be generated by the
asset to its carrying amount. Recoverability measurement and estimation of undiscounted
cash flows are grouped at the lowest level for which identifiable cash flows are
largely independent of the cash flows of other assets and liabilities. If the
undiscounted future cash flows are less than the carrying amount of the asset, the
Company records an impairment loss equal to the excess of the asset’s carrying amount
over its fair value. The fair value is determined based on valuation techniques such as
a comparison to fair values of similar assets or using a discounted cash flow analysis.
Although the Company believes that the carrying values of its long-lived assets are
appropriately stated, changes in strategy or market conditions or significant
technological developments could significantly impact these judgments and require
adjustments to recorded asset balances. There were no impairment charges recognized
during the three and six months ended June 30, 2011 or 2010.
Lease Accounting
The Company leases its facilities and accounts for those leases as operating
leases. For facility leases that contain rent escalations or rent concession
provisions, the Company records the total rent payable during the lease term on a
straight-line basis over the term of the lease. The Company records the difference
between the rent paid and the straight-line rent as a deferred rent liability in the
accompanying consolidated balance sheets. Leasehold improvements funded by landlord
incentives or allowances are recorded as leasehold improvement assets and a deferred
rent liability, which is amortized as a reduction of rent expense over the term of the
lease.
The Company records capital leases as an asset and an obligation at an amount
equal to the present value of the minimum lease payments as determined at the beginning
of the lease term. Amortization of capitalized leased assets is computed on a
straight-line basis over the term of the lease and is included in depreciation and
amortization expense in the Consolidated Statements of Operations and Comprehensive
(Loss) Income.
Foreign Currency Translation
The functional currency of the Company’s foreign subsidiaries is the local
currency. All assets and liabilities are translated at the current exchange rate as of
the end of the period, and revenues and expenses are translated at average exchange
rates in effect during the period. The gain or loss resulting from the process of
translating foreign currency financial statements into U.S. dollars is reflected as
foreign currency cumulative translation adjustment and reported as a component of other
comprehensive income.
The Company incurred foreign currency transaction gains of $0.1 million and $0.2
million for the three and six months ended June 30, 2011, respectively and realized
foreign currency transaction losses of $0.1 million and $0.1 million for the three and
six months ended June 30, 2010, respectively. These losses and gains are the result of
transactions denominated in currencies other than the functional currency of the
Company’s foreign subsidiaries.
Revenue Recognition
The Company recognizes revenues when the following fundamental criteria are met:
(i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the
services have been rendered, (iii) the fee is fixed or determinable and (iv) collection
of the resulting receivable is reasonably assured.
The Company generates revenues by providing access to the Company’s online
database or delivering information obtained from the database, usually in the form of
periodic reports. Revenues are typically recognized on a straight-line basis over the
period in which access to data or reports is provided, which generally ranges from
three to 24 months.
Revenues are also generated through survey services under contracts ranging in
term from two months to one year. Survey services consist of survey and questionnaire
design with subsequent data collection, analysis and reporting. Revenues are recognized
on a straight-line basis over the estimated data collection period once the survey
questionnaire has been delivered. Any change in the estimated data collection period
results in an adjustment to revenues recognized in future periods.
Certain of the Company’s arrangements contain multiple elements, consisting of the
various services the Company offers. Multiple element arrangements typically consist of
either subscriptions to multiple online product solutions or a subscription to the
Company’s online database combined with customized services. Historically, the Company
had determined there was not objective and reliable evidence of fair value for any of
its services and, therefore, accounted for all elements in multiple element
arrangements as a single unit of accounting. Access to data under the subscription
element is generally provided shortly after the execution of the contract. However, the
initial delivery of customized services generally occurs subsequent to the commencement
of the subscription element. For these historical arrangements, the Company recognizes
the entire arrangement fee over the performance period of the last deliverable. As a
result, the total arrangement fee is recognized on a straight-line basis over the
period beginning with the commencement of the last element delivered.
Effective January 1, 2011, the Company adopted the provisions of the Financial
Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2009-13,
Multiple Deliverable Revenue Arrangements, which requires the Company to allocate
arrangement consideration at the inception of an arrangement to all deliverables, if
they represent a separate unit of accounting, based on their relative selling prices.
In addition, this guidance eliminated the use of the residual method for allocating
arrangement consideration. This guidance is applicable to the Company for all
arrangements entered into subsequent to December 31, 2010 and for any existing
arrangements that are materially modified after December 31, 2010.
For these types of arrangements, the guidance establishes a hierarchy to determine
the selling price to be used for allocating arrangement consideration to deliverables:
(i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party
evidence of selling price (“TPE”) if VSOE is not available, or (iii) an estimated
selling price (“ESP”) if neither VSOE nor TPE are available. VSOE generally exists only
when the Company sells the deliverable separately and is the price actually charged by
the Company for that deliverable on a stand-alone basis. ESP reflects the Company’s
estimate of what the selling price of a deliverable would be if it was sold regularly
on a stand-alone basis.
The Company has concluded it does not have VSOE, for these types of arrangements,
and TPE is generally not available because the Company’s service offerings are highly
differentiated and the Company is unable to obtain reliable information on the products
and pricing practices of the Company’s competitors. As such, ESP is used to allocate
the total arrangement consideration at the arrangement inception based on each
element’s relative selling price.
The Company’s process for determining ESP involves management’s judgments based on
multiple factors that may vary depending upon the unique facts and circumstances
related to each product suite and deliverable. The Company determines ESP by
considering several external and internal factors including, but not limited to,
current pricing practices, pricing concentrations (such as industry, channel, customer
class or geography), internal costs and market penetration of a product or service. The
total arrangement consideration is allocated to each of the elements based on the
relative selling price. If the ESP
is determined as a
range of selling prices, the mid-point of the range is used in the
relative-selling-price method. Once the total arrangement consideration has been
allocated to each deliverable based on the relative allocation of the arrangement fee,
the Company commences revenue recognition for each deliverable on a stand-alone basis
as the data or service is delivered.
The impact of adopting this new revenue recognition guidance in the first half of
2011 is that the Company recognized approximately $2.2 million in revenue and profit
before tax that otherwise would have been recognized in future periods under the
previous revenue recognition guidance. Based on the amounts involved, the timing of
when this revenue would have been recognized under the previous revenue recognition
rules, and the current backlog of arrangements, the Company believes the adoption of
this accounting guidance will not have a material impact on the Company’s financial
statements for the year ended December 31, 2011. ESP will be analyzed on an annual
basis or more frequently if management deems it likely that changes in the estimated
selling prices have occurred.
Generally, contracts are non-refundable and non-cancelable. In the event a portion
of a contract is refundable, revenue recognition is delayed until the refund provisions
lapse. A limited number of customers have the right to cancel their contracts by
providing a written notice of cancellation. In the event that a customer cancels its
contract, the customer is not entitled to a refund for prior services, and will be
charged for costs incurred plus services performed up to the cancellation date.
Advance payments are recorded as deferred revenues until services are delivered or
obligations are met and revenue can be recognized. Deferred revenues represent the
excess of amounts invoiced over amounts recognized as revenues.
On July 1, 2010, the Company completed its acquisition of Nexius, resulting in
additional revenue sources, including software licenses, professional services
(including software customization, implementation, training and consulting services),
and maintenance and technical support contracts. The Company’s arrangements generally
contain multiple elements, consisting of the various service offerings. The Company
recognizes software license arrangements that include significant modification and
customization of the software in accordance with FASB Accounting Standards Codification
(“ASC”) 985-605, Software Recognition, and ASC 605-35, Revenue
Recognition-Construction-Type and Certain Production-Type Contracts, typically using
the completed-contract method. Prior to March 31, 2011, the Company had not established
VSOE of fair value for the multiple deliverables and therefore accounted for all
elements in these arrangements as a single unit of accounting, recognizing the entire
arrangement fee as revenue on a straight line basis over the service period of the last
delivered element. During the period of performance, billings and costs (to the extent
they are recoverable) are accumulated on the balance sheet, but no profit or income is
recorded before user acceptance of the software license. To the extent estimated costs
are expected to exceed revenue, the Company accrues for costs immediately. During the
quarter ended June 30, 2011 the Company established VSOE of fair value for post
contract support (“PCS”) services for a group of certain Nexius customers. The
establishment of VSOE of fair value followed an alignment of the Company’s pricing
practices for these services. As a result of establishing VSOE, the Company, for the
three months ended June 30, 2011, recorded revenue and related costs of revenue of $1.2
million and $0.6 million, respectively, of which $0.9 million and $0.3 million,
respectively, had been previously deferred.
Stock-Based Compensation
The Company estimates the fair value of share-based awards on the date of grant.
The fair value of stock options with only service conditions is determined using the
Black-Scholes option-pricing model. The fair value of market-based stock options and
restricted stock units is determined using a Monte Carlo simulation embedded in a
lattice model. The fair value of restricted stock awards is based on the closing price
of the Company’s common stock on the date of grant. The determination of the fair value
of the Company’s stock option awards and restricted stock awards is based on a variety
of factors including, but not limited to, the Company’s common stock price, expected
stock price volatility over the expected life of awards, and actual and projected
exercise behavior. Additionally, the Company has estimated forfeitures for share-based
awards at the dates of grant based on historical experience, adjusted for future
expectations. The forfeiture estimate is revised, as necessary, if actual forfeitures
differ from these estimates.
The Company issues restricted stock awards where restrictions lapse upon the
passage of time (service vesting), achieving performance targets, or some combination
of these restrictions. For those restricted stock awards with only service conditions,
the Company recognizes compensation cost on a straight-line basis over the explicit
service period. For awards with both performance and service conditions, the Company
starts recognizing compensation cost over the remaining service period, when it is
probable the performance condition will be met. For stock awards that contain
performance or market vesting conditions, the Company excludes these awards from
diluted earnings per share computations until the contingency is met as of the end of
that reporting period.
Income Taxes
Income taxes are accounted for using the asset and liability method. Deferred
income taxes are provided for temporary differences in recognizing certain income,
expense and credit items for financial reporting purposes and tax reporting purposes.
Such deferred income taxes primarily relate to the difference between the tax bases of
assets and liabilities and their financial reporting amounts. Deferred tax assets and
liabilities are measured by applying enacted statutory tax rates applicable to the
future years in which deferred tax assets or liabilities are expected to be settled or
realized.
realizability of its deferred tax assets primarily based on projections of future
taxable income (exclusive of reversing temporary differences and carryforwards). In
evaluating such projections, the Company considers its history of profitability, the
competitive environment, the overall outlook for the online marketing industry and
general economic conditions. In addition, the Company considers the timeframe over
which it would take to utilize the deferred tax assets prior to their expiration.
For certain tax positions, the Company uses a more-likely-than-not recognition
threshold based on the technical merits of the tax position taken. Tax positions that
meet the more-likely-than-not recognition threshold are measured at the largest amount
of tax benefits determined on a cumulative probability basis, which are
more-likely-than-not to be realized upon ultimate settlement in the financial
statements. The Company’s policy is to recognize interest and penalties related to
income tax matters in income tax expense.
Earnings Per Share
Diluted earnings per share for common stock reflects the potential dilution that
could result if securities or other contracts to issue common stock were exercised or
converted into common stock. Diluted earnings per share assumes the exercise of stock
options and warrants using the treasury stock method.
The following table sets forth the computation of basic and diluted earnings per
share:
The following is a summary of common stock equivalents for the
securities outstanding during the respective periods that have been excluded from the
earnings per share calculations as their impact was anti-dilutive.
Recent Accounting Pronouncements
In October 2009, the FASB issued ASU 2009-13, which amends the revenue guidance
under the ASC Subtopic 605-25, “Multiple Element Arrangements”. This update addresses
how to determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how arrangement consideration shall be measured and
allocated to the separate units of accounting in the arrangement. The Company adopted
this guidance on January 1, 2011. The impact of adopting this new revenue recognition
guidance in the first half of 2011 is that the Company recognized approximately $2.2
million in revenue and profit before tax that otherwise would have been recognized in
future periods under the previous revenue recognition guidance.
In October 2009, the FASB issued ASU 2009-14 “Certain Revenue Arrangements That
Include Software Elements”. Under the ASU tangible products that contain both software
and non-software components that work together to deliver a product’s
essential
functionality are excluded from the scope of pre-existing software revenue recognition
standards. The Company adopted this guidance on January 1, 2011. The Company does not
currently sell tangible products, and accordingly, the adoption of this guidance did
not have an impact on the Company’s consolidated financial statements.
In December 2010, the FASB issued ASU 2010-28 which amends “Intangibles- Goodwill
and Other” (Topic 350). The ASU modifies Step 1 of the goodwill impairment test for
reporting units with zero or negative carrying amounts. For those reporting entities,
they are required to perform Step 2 of the goodwill impairment test if it is more
likely than not that a goodwill impairment exists. An entity should consider whether
there are any adverse qualitative factors indicating that impairment may exist. The
qualitative factors are consistent with the existing guidance in Topic 350, which
requires that goodwill of a reporting unit be tested for impairment between annual
tests if an event occurs or circumstances change that would more likely than not reduce
the fair value of a reporting unit below its carrying amount. This new guidance became
effective for comScore on January 1, 2011. The adoption of this ASU did not have a
material impact on the Company’s consolidated financial statements.
In December 2010, the FASB issued ASU 2010-29, which addresses diversity in
practice about the interpretation of the pro forma revenue and earnings disclosure
requirements for business combinations (Topic 805). This ASU specifies that if a public
entity presents comparative financial statements, the entity should disclose revenue
and earnings of the combined entity as though the business combination(s) that occurred
during the current year had occurred as of the beginning of the comparable prior annual
reporting period only. This ASU also expands the supplemental pro forma disclosures
under Topic 805 to include a description of the nature and amount of material,
nonrecurring pro-forma adjustments directly attributable to the business combination
included in the reported pro forma revenue and earnings. This new guidance became
effective for comScore on January 1, 2011. The adoption of this ASU did not have a
material impact on the Company’s consolidated financial statements.
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic
220)—Presentation of Comprehensive Income, to require an entity to present the total
of comprehensive income, the components of net income, and the components of other
comprehensive income either in a single continuous statement of comprehensive income or
in two separate but consecutive statements. ASU 2011-05 eliminates the option to
present the components of other comprehensive income as part of the statement of
equity. ASU 2011-05 is effective for comScore in its first quarter of fiscal 2012 and
should be applied retrospectively. The Company currently believes there will be no
significant impact on its consolidated financial statements.
In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and International Financial
Reporting Standards (Topic 820)—Fair Value Measurement, to provide a consistent
definition of fair value and ensure that the fair value measurement and disclosure
requirements are similar between U.S. GAAP and International Financial Reporting
Standards. ASU 2011-04 changes certain fair value measurement principles and enhances
the disclosure requirements particularly for level 3 fair value measurements. ASU
2011-04 is effective for comScore in its fourth quarter of fiscal 2012 and should be
applied prospectively. The Company is currently evaluating the impact of adopting ASU
2011-04, but currently believes there will be no significant impact on its consolidated
financial statements.
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