UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
EXCHANGE ACT OF 1934
For the quarterly period ended
or
EXCHANGE ACT OF 1934
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading symbol | Name of Exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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As of April 29, 2024, there were
DoubleVerify Holdings, Inc.
Quarterly Report on Form 10-Q
For the Quarter Ended March 31, 2024
TABLE OF CONTENTS
2
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (“Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Quarterly Report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, savings and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “plan,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct.
You should read the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of our Annual Report on Form 10-K, for the year ended December 31, 2023 and filed with the Securities and Exchange Commission (“SEC”), on February 28, 2024, for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this report. There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report and in the Annual Report on Form 10-K for the year ended December 31, 2023. We undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.
“DoubleVerify,” “the DV Authentic Ad,” “Authentic Brand Suitability,” “DV Pinnacle” and other trademarks of ours appearing in this report are our property and we deem them particularly important to the marketing activities conducted by each of our businesses. Solely for convenience, the trademarks, service marks and trade names referred to in this report are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to these trademarks, service marks and trade names. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.
Unless the context otherwise requires, the terms “DoubleVerify,” ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ and the ‘‘Company,’’ as used in this report refer to DoubleVerify Holdings, Inc. and its consolidated subsidiaries.
3
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| As of |
| As of | |||
(in thousands, except per share data) | March 31, 2024 | December 31, 2023 | ||||
Assets: |
|
|
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| ||
Current assets |
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|
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Cash and cash equivalents | $ | | $ | | ||
Short-term investments | | — | ||||
Trade receivables, net of allowances for doubtful accounts of $ | | | ||||
Prepaid expenses and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Property, plant and equipment, net |
| |
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Operating lease right-of-use assets, net | | | ||||
Goodwill |
| |
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Intangible assets, net |
| |
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Deferred tax assets |
| |
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Other non-current assets |
| |
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Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity: |
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Current liabilities |
| |||||
Trade payables | $ | | $ | | ||
Accrued expenses |
| |
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Operating lease liabilities, current | | | ||||
Income tax liabilities |
| |
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Current portion of finance lease obligations |
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Other current liabilities |
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Total current liabilities |
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Operating lease liabilities, non-current | | | ||||
Finance lease obligations |
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Deferred tax liabilities |
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Other non-current liabilities |
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Total liabilities | | | ||||
Commitments and contingencies (Note 14) |
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Stockholders’ equity |
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Common stock, $ | ||||||
Additional paid-in capital | | | ||||
Treasury stock, at cost, | ( | ( | ||||
Retained earnings |
| |
| | ||
Accumulated other comprehensive loss, net of income taxes |
| ( |
| ( | ||
Total stockholders’ equity |
| |
| | ||
Total liabilities and stockholders' equity | $ | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
4
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended March 31, | ||||||
(in thousands, except per share data) |
| 2024 |
| 2023 | ||
Revenue | $ | | $ | | ||
Cost of revenue (exclusive of depreciation and amortization shown separately below) |
| | | |||
Product development |
| | | |||
Sales, marketing and customer support |
| | | |||
General and administrative |
| | | |||
Depreciation and amortization |
| | | |||
Income from operations |
| |
| | ||
Interest expense |
| | | |||
Other income, net |
| ( | ( | |||
Income before income taxes |
| | | |||
Income tax expense |
| | | |||
Net income | $ | | $ | | ||
Earnings per share: |
| |||||
Basic | $ | | $ | | ||
Diluted | $ | | $ | | ||
Weighted-average common stock outstanding: |
|
| ||||
Basic |
| | | |||
Diluted |
| | | |||
Comprehensive income: |
| |||||
Net income | $ | | $ | | ||
Other comprehensive (loss) income: |
| |||||
Foreign currency cumulative translation adjustment |
| ( |
| | ||
Total comprehensive income | $ | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
5
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
Accumulated |
| |||||||||||||||||||||
Other | ||||||||||||||||||||||
Comprehensive | ||||||||||||||||||||||
Additional | (Loss) Income | Total | ||||||||||||||||||||
Common Stock | Treasury Stock | Paid-in | Retained | Net of | Stockholders’ | |||||||||||||||||
(in thousands) |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Earnings |
| Income Taxes |
| Equity | ||||||
Balance as of January 1, 2024 | | $ | | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
Foreign currency translation adjustment | — |
| — | — |
| — |
| — |
| — |
| ( |
| ( | ||||||||
Shares repurchased for settlement of employee tax withholdings | — | — | | ( | — | — | — | ( | ||||||||||||||
Stock-based compensation expense | — |
| — | — |
| — |
| |
| — |
| — |
| | ||||||||
Common stock issued upon exercise of stock options | | — | — | — | | — | — | | ||||||||||||||
Common stock issued upon vesting of restricted stock units | |
| | — |
| — |
| ( |
| — |
| — |
| — | ||||||||
Treasury stock reissued upon settlement of equity awards | — | — | ( | | ( | — | — | — | ||||||||||||||
Net income | — |
| — | — |
| — |
| — |
| |
| — |
| | ||||||||
Balance as of March 31, 2024 | | $ | | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
Balance as of January 1, 2023 | | $ | | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
Foreign currency translation adjustment | — |
| — | — |
| — |
| — |
| — |
| |
| | ||||||||
Shares repurchased for settlement of employee tax withholdings | — |
| — | |
| ( |
| — |
| — |
| — |
| ( | ||||||||
Stock-based compensation expense | — |
| — | — |
| — |
| |
| — |
| — |
| | ||||||||
Common stock issued upon exercise of stock options | | | — | — | | — | — | | ||||||||||||||
Common stock issued upon vesting of restricted stock units | | — | — | — | — | — | — | — | ||||||||||||||
Treasury stock reissued upon settlement of equity awards | — | — | ( | | ( | — | — | — | ||||||||||||||
Net income | — |
| — | — |
| — |
| — |
| |
| — |
| | ||||||||
Balance as of March 31, 2023 | | $ | | | $ | ( | $ | | $ | | $ | ( | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
6
DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended | ||||||
March 31, | ||||||
(in thousands) |
| 2024 |
| 2023 | ||
Operating activities: |
|
|
|
| ||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities |
| |||||
Bad debt expense |
| |
| | ||
Depreciation and amortization expense |
| |
| | ||
Amortization of debt issuance costs |
| |
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Non-cash lease expense | | | ||||
Deferred taxes |
| ( |
| ( | ||
Stock-based compensation expense |
| |
| | ||
Interest expense, net |
| |
| — | ||
Other | | ( | ||||
Changes in operating assets and liabilities |
| |||||
Trade receivables |
| |
| ( | ||
Prepaid expenses and other assets |
| ( |
| ( | ||
Trade payables |
| |
| | ||
Accrued expenses and other liabilities |
| ( |
| | ||
Net cash provided by operating activities |
| |
| | ||
Investing activities: |
|
| ||||
Purchase of property, plant and equipment |
| ( |
| ( | ||
Purchase of short-term investments | ( | — | ||||
Net cash used in investing activities |
| ( |
| ( | ||
Financing activities: |
|
| ||||
Proceeds from revolving credit facility | — | | ||||
Payments to revolving credit facility | — | ( | ||||
Proceeds from common stock issued upon exercise of stock options | | | ||||
Finance lease payments | ( | ( | ||||
Shares repurchased for settlement of employee tax withholdings | ( | ( | ||||
Net cash (used in) provided by financing activities |
| ( |
| | ||
Effect of exchange rate changes on cash and cash equivalents and restricted cash |
| ( |
| | ||
Net (decrease) increase in cash, cash equivalents, and restricted cash |
| ( |
| | ||
Cash, cash equivalents, and restricted cash - Beginning of period |
| |
| | ||
Cash, cash equivalents, and restricted cash - End of period | $ | | $ | | ||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash (included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets) |
| |
| | ||
Total cash and cash equivalents and restricted cash | $ | | $ | | ||
Supplemental cash flow information: |
|
| ||||
Cash paid for taxes | $ | | $ | | ||
Cash paid for interest | $ | | $ | | ||
Non-cash investing and financing activities: |
|
| ||||
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances | $ | | $ | | ||
Capital assets financed by accounts payable and accrued expenses | $ | | $ | | ||
Stock-based compensation included in capitalized software development costs | $ | | $ | |
See accompanying Notes to unaudited Condensed Consolidated Financial Statements.
7
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
1. Description of Business
DoubleVerify Holdings, Inc. (the “Company”) is one of the industry’s leading media effectiveness platforms that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads.
The Company was incorporated on August 16, 2017, is registered in the state of Delaware and is the parent company of DoubleVerify Midco, Inc. (“MidCo”), which is in turn the parent company of DoubleVerify Inc. On August 18, 2017, DoubleVerify Inc. entered into an agreement and plan of merger (the “Agreement”), whereby the Company and Pixel Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company, agreed to provide for the merger of the Merger Sub with DoubleVerify Inc. pursuant to the terms and conditions of the Agreement.
On the effective date, Merger Sub was merged with and into DoubleVerify Inc. whereupon the separate corporate existence of Merger Sub ceased and DoubleVerify Inc. continued as the surviving corporation.
Through the merger, the Company acquired
The Company is headquartered in New York, New York and has wholly-owned subsidiaries in numerous jurisdictions, including Israel, the United Kingdom, the United Arab Emirates, Germany, Singapore, Australia, Canada, Brazil, Belgium, Mexico, France, Japan, Spain, Finland, Italy and India, and operates in
2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Preparation and Principles of Consolidation
The accompanying Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, the Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2024 and 2023, the Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2024 and 2023, and the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted pursuant to SEC rules that would ordinarily be required under GAAP for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2023.
8
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements
The preparation of financial statements in conformity with GAAP 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 judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition criteria including the determination of principal versus agent revenue considerations, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. These estimates are based on the information available as of the date of the Condensed Consolidated Financial Statements.
Short-term Investments
Debt Securities
The Company’s accounting for debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in marketable debt securities include U.S. treasury bills. The Company considers all of its marketable debt securities as available for use in current operations and, therefore, classifies these securities as Short-term investments on the Condensed Consolidated Balance Sheets. Marketable debt securities are classified as available-for-sale and are initially recorded at fair value. Unrealized gains and losses related to available-for-sale debt securities are recorded as a separate component of Other comprehensive (loss) income, net of tax on the Condensed Consolidated Statements of Operations and Comprehensive Income until realized. Interest on marketable debt securities classified as available-for-sale is included as a component of Other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. Refer to Footnote 8, Fair Value Measurement, for further information.
The Company accounts for credit losses on available-for-sale debt securities in accordance with ASC 326, “Financial Instruments - Credit Losses” (“ASC 326”). The Company uses ASC 326 to assess the investment portfolio for impairment at the individual security level and evaluates all securities in an unrealized loss position to determine if the impairment is credit related (realized loss recorded in earnings) or non-credit related (unrealized loss).
Recently Issued Accounting Pronouncements
Segment Reporting – Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the update requires retrospective application to all prior periods presented. The Company is currently in the process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements.
9
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Income Taxes – Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. The Company is currently in the process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements.
3. Revenue
The following table disaggregates revenue between advertiser customers, where revenue is generated based on the number of ads measured for Measurement or measured and purchased for Activation, and Supply-side customers, where revenue is generated based on contracts with minimum guarantees or contracts that contain overages after minimum guarantees are achieved.
Disaggregated revenue by customer type was as follows:
Three Months Ended | ||||||
March 31, | ||||||
(in thousands) |
| 2024 |
| 2023 | ||
Activation | $ | | $ | | ||
Measurement |
| |
| | ||
Supply-side customer |
| |
| | ||
Total revenue | $ | | $ | |
Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Trade receivables, net of allowance for doubtful accounts, include unbilled receivable balances of $
Remaining Performance Obligations
As of March 31, 2024, the Company had $
10
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
4. Business Combinations
Scibids Technology SAS
On August 14, 2023, the Company acquired all of the outstanding stock of Scibids Technology SAS (“Scibids”), a global leader in artificial intelligence (“AI”) technology for digital campaign optimization. The acquisition combines DoubleVerify’s proprietary data with Scibids’ AI-powered optimization technology to provide advertiser customers with enhanced insights and control over their advertising performance.
The preliminary allocations of the purchase price for Scibids are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the accompanying Condensed Consolidated Financial Statements. The allocations of the purchase price will be finalized once all information is obtained and assessed, not to exceed one year from the acquisition date. As of March 31, 2024, the purchase price allocation for Scibids is subject to the finalization of working capital adjustments.
5. Goodwill and Intangible Assets
The following is a summary of changes to the goodwill carrying value from December 31, 2023 to March 31, 2024:
(in thousands) |
|
| |
Goodwill at December 31, 2023 | $ | | |
Foreign exchange impact | ( | ||
Goodwill at March 31, 2024 | $ | |
The following table summarizes the Company’s intangible assets and related accumulated amortization:
(in thousands) | March 31, 2024 |
| December 31, 2023 | |||||||||||||||
Gross Carrying | Accumulated | Net Carrying | Gross Carrying | Accumulated | Net Carrying | |||||||||||||
| Amount |
| Amortization |
| Amount |
| Amount |
| Amortization |
| Amount | |||||||
Trademarks and brands | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
Customer relationships |
| | ( |
| |
| |
| ( |
| | |||||||
Developed technology |
| | ( |
| |
| |
| ( |
| | |||||||
Non-compete agreements | | ( | — | | ( | — | ||||||||||||
Total intangible assets | $ | | $ | ( | $ | | $ | | $ | ( | $ | |
Amortization expense related to intangible assets for the three months ended March 31, 2024 and March 31, 2023 was $
Estimated future expected amortization expense of intangible assets as of March 31, 2024 is as follows:
(in thousands) |
|
| |
2024 (for remaining nine months) | $ | | |
2025 | | ||
2026 | | ||
2027 | | ||
2028 | | ||
2029 | | ||
Thereafter |
| | |
Total | $ | |
11
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
The weighted-average remaining useful life by major asset classes as of March 31, 2024 is as follows:
| (In years) | |
Trademarks and brands |
| |
Customer relationships |
| |
Developed technology |
There were
6. Property, Plant and Equipment
Property, plant and equipment, including equipment under finance lease obligations and capitalized software development costs, consisted of the following:
As of | ||||||
(in thousands) | March 31, 2024 | December 31, 2023 | ||||
Computers and peripheral equipment |
| $ | |
| $ | |
Office furniture and equipment |
| |
| | ||
Leasehold improvements |
| |
| | ||
Capitalized software development costs |
| |
| | ||
Less accumulated depreciation and amortization |
| ( |
| ( | ||
Total property, plant and equipment, net | $ | | $ | |
For the three months ended March 31, 2024 and March 31, 2023, total depreciation expense was $
Property and equipment under finance lease obligations, consisting of computer equipment, totaled $
There were
12
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
7. Leases
The following table presents lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the three months ended March 31, 2024 and 2023, respectively.
| Three Months Ended March 31, | |||||
(in thousands) | 2024 | 2023 | ||||
Lease cost: | ||||||
Operating lease cost (1) | $ | | $ | | ||
Finance lease cost: | ||||||
Depreciation of finance lease assets (2) | | | ||||
Interest on finance lease liabilities (3) | | | ||||
Short-term lease cost (1) | | | ||||
Sublease income (1) | — | ( | ||||
Total lease cost | $ | | $ | | ||
|
| |||||
Other information: | ||||||
Cash paid for amounts included in the measurement of lease liabilities | ||||||
Operating cash outflows from operating leases | $ | | $ | | ||
Operating cash outflows from finance leases | $ | | $ | | ||
Financing cash outflows from finance leases | $ | | $ | |
(1) | Included in Cost of revenue, Sales, marketing and customer support, Product development and General and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
(2) | Included in Depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
(3) | Included in Interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of March 31, 2024 and 2023, respectively:
| March 31, | |||
2024 |
| 2023 | ||
Weighted-average remaining lease term - operating leases (in years) |
| |||
Weighted-average remaining lease term - finance leases (in years) |
| |||
Weighted-average discount rate - operating leases | ||||
Weighted-average discount rate - finance leases |
|
13
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
Maturities of lease liabilities as of March 31, 2024 were as follows:
| March 31, 2024 | |||||
(in thousands) | Operating Leases | Finance Leases | ||||
2024 (for remaining nine months) | $ | | $ | | ||
2025 |
| |
| | ||
2026 |
| |
| | ||
2027 |
| |
| — | ||
2028 |
| |
| — | ||
2029 | | — | ||||
Thereafter | | — | ||||
Total lease payments |
| |
| | ||
Less amount representing interest |
| ( |
| ( | ||
Present value of total lease payments | $ | | $ | |
There were
8. Fair Value Measurement
The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:
As of March 31, 2024 | ||||||||||||
Quoted Market | ||||||||||||
Prices in Active | Significant | |||||||||||
Markets for | Significant Other | Unobservable | ||||||||||
Identical Assets | Observable Inputs | Inputs | Total Fair Value | |||||||||
(in thousands) | (Level 1) | (Level 2) | (Level 3) | Measurements | ||||||||
Assets: |
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Cash equivalents | $ | | $ | — | $ | — | $ | | ||||
Short-term investments | $ | | $ | — | $ | — | $ | |
As of December 31, 2023 | ||||||||||||
Quoted Market |
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Prices in Active | Significant | |||||||||||
Markets for | Significant Other | Unobservable | ||||||||||
| Identical Assets |
| Observable Inputs | Inputs | Tota1 Fair Value | |||||||
(in thousands) | (Level 1) | (Level 2) |
| (Level 3) | Measurements | |||||||
Assets: |
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Cash equivalents |
| $ | | $ | — | $ | — |
| $ | | ||
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Cash equivalents consisted of treasury bills with original maturities at the date of purchase of three months or less and money market funds of $
Short-term investments consisted of treasury bills of $
14
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
As of March 31, 2024 and December 31, 2023, the amortized cost of the Company’s treasury bills approximated fair value. For the three months ended March 31, 2024, the Company did not record any unrealized gains, unrealized losses, or credit losses.
9. Long-term Debt
On October 1, 2020, DoubleVerify Inc., as borrower (the “Borrower”), and MidCo, as guarantor, entered into an amendment and restatement agreement with the banks and other financial institutions party thereto, as lenders, and Capital One, National Association, as administrative agent, letter of credit issuer and swing lender, and others, to (i) amend and restate the Company’s prior credit agreement, as amended and restated on October 1, 2020 (the “Credit Agreement”) and (ii) replace the Company’s prior credit facilities with a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $
On March 29, 2023, the Company entered into an amendment to the New Revolving Credit Facility to replace the LIBOR based interest rate with a Secured Overnight Financing Rate (“SOFR”) based interest rate. The New Revolving Credit Facility bears interest at SOFR plus
The New Revolving Credit Facility contains a number of significant negative covenants. Subject to certain exceptions, these covenants require the Borrower to comply with certain requirements and restrictions on its ability to, among other things: incur indebtedness; create liens; engage in mergers or consolidations; make investments, loans and advances; pay dividends or other distributions and repurchase capital stock; sell assets; engage in certain transactions with affiliates; enter into sale and leaseback transactions; and make certain accounting changes. As a result of these restrictions, substantially all of the net assets of the Borrower are restricted from distribution to the Company or any holders of its equity.
The New Revolving Credit Facility has a first priority lien on substantially all of the assets of MidCo, the Borrower and Ad-Juster Inc., the Company’s indirect subsidiary. The New Revolving Credit Facility requires the Borrower to remain in compliance with a maximum total net leverage ratio and a minimum fixed charge coverage ratio, each as defined in the Credit Agreement.
As of March 31, 2024, the maximum total net leverage ratio and minimum fixed charge coverage ratio was
As of March 31, 2024 and December 31, 2023, there was
10. Income Tax
The Company’s quarterly income tax provision is calculated using an estimated annual effective income tax rate (“ETR”) based on historical information and forward-looking estimates. The Company’s estimated annual ETR may fluctuate due to changes in forecasted annual pre-tax income, and changes to forecasted permanent book to tax differences (e.g., non-deductible expenses).
15
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
The Company’s ETR for a particular reporting period may fluctuate as the result of changes to the valuation allowance for net deferred tax assets, the impact of anticipated tax settlements with federal, state, or foreign tax authorities, or the impact of tax law changes. The Company identifies items that are unusual and non-recurring in nature and treats these as discrete events. The tax effect of these discrete events is booked entirely in the quarter in which they occur.
During the three months ended March 31, 2024, the Company recorded an income tax provision of $
A valuation allowance has been established against a small amount of foreign capital losses and certain U.S. tax loss carryforwards. All other net deferred tax assets have been determined to be more likely than not realizable. The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations, and the expected timing of the reversals of existing temporary differences.
The Company accounts for uncertainty in income taxes utilizing ASC 740-10, “Income Taxes.” ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosures. The application of ASC 740-10 requires judgment related to the uncertainty in income taxes and could impact the Company’s effective tax rate.
The Company and its subsidiaries file income tax returns with the Internal Revenue Service (“IRS”) in various state and international jurisdictions. The Company’s Israeli subsidiary is under audit by the Israeli Tax Authority for the 2021 and later tax years. The Company is also under audit by the Commonwealth of Massachusetts for the 2019 and 2020 tax years. These examinations may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes. Aside from the aforementioned, the Company is not currently under audit in any other jurisdiction.
11. Earnings Per Share
The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS for the three months ended March 31, 2024 and March 31, 2023:
Three Months Ended | ||||||
March 31, | ||||||
2024 | 2023 | |||||
Numerator: |
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Net Income (basic and diluted) | $ | | $ | | ||
Denominator: |
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Weighted-average common shares outstanding |
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Dilutive effect of share-based awards |
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Weighted-average dilutive shares outstanding |
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Basic earnings per share | $ | | $ | | ||
Diluted earnings per share | $ | | $ | |
Approximately
16
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
12. Stock-Based Compensation
Employee Equity Incentive Plan
On September 20, 2017, the Company established its 2017 Omnibus Equity Incentive Program (the “2017 Plan”) which provides for the granting of equity-based awards to certain employees, directors, independent contractors, consultants and agents. Under the 2017 Plan, the Company may grant non-qualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards.
On April 19, 2021, the Company established its 2021 Omnibus Equity Incentive Plan (“2021 Equity Plan”). The 2021 Equity Plan provides for the grant of stock options (including qualified incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash settled incentive awards.
Stock Options
Options become exercisable subject to vesting schedules up to
A summary of stock option activity as of and for the three months ended March 31, 2024 is as follows:
Stock Option | ||||||||||
Weighted Average | ||||||||||
Remaining | ||||||||||
Number of | Weighted Average | Contractual Life | Aggregate | |||||||
Options | Exercise Price | (Years) | Intrinsic Value | |||||||
Outstanding as of December 31, 2023 |
| | $ | | $ | | ||||
Options granted |
| — | — | |||||||
Options exercised |
| ( | | |||||||
Options forfeited |
| ( | | |||||||
Outstanding as of March 31, 2024 |
| | $ | | $ | | ||||
Options expected to vest as of March 31, 2024 |
| | $ | | $ | | ||||
Options exercisable as of March 31, 2024 |
| | $ | | $ | |
Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were
The total intrinsic value of options exercised during the three months ended March 31, 2024 and March 31, 2023 was $
The Company’s board of directors (the “Board”) did not declare or pay dividends on any Company stock during the three months ended March 31, 2024 and March 31, 2023.
Restricted Stock Units (“RSUs”)
RSUs are subject to vesting schedules up to
17
DoubleVerify Holdings, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands, except per share data, unless otherwise stated)
A summary of RSUs activity as of and for the three months ended March 31, 2024 is as follows:
| RSUs | ||||
Number of | Weighted Average | ||||
Shares | Grant Date Fair Value | ||||
Outstanding as of December 31, 2023 | | $ | | ||
Granted |
| | | ||
Vested |
| ( | | ||
Forfeited |
| ( | | ||
Outstanding as of March 31, 2024 |
| | $ | |
The total grant date fair value of RSUs that vested during the three months ended March 31, 2024 was $
Performance Stock Units (“PSUs”)
PSUs are subject to vesting and performance periods of up to approximately
A summary of PSUs activity as of and for the three months ended March 31, 2024 is as follows:
PSUs | |||||
Weighted | |||||
Average Grant | |||||
Number of | Date Fair | ||||
| Shares |
| Value | ||
Outstanding as of December 31, 2023 | | $ | | ||
Granted | | | |||
Vested | — | — | |||
Forfeited | — | — | |||
Outstanding as of March 31, 2024 |
| | $ | |
The fair market value of PSUs with market-based and service-based vesting conditions granted for the years presented has been estimated on the grant date using the Monte Carlo Simulation model with the following assumptions:
| 2024 | |
Risk‑free interest rate (percentage) |
| |
Expected dividend yield (percentage) |
| — |
Expected volatility (percentage) |
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Stock-based Compensation Expense
Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income was as follows:
Three Months Ended | ||||||
March 31, | ||||||
(in thousands) |
| 2024 |
| 2023 | ||
Product development | $ | | $ | | ||
Sales, marketing and customer support |
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General and administrative |
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