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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)                                                                                                                                                                                         

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-40349

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

82-2714562

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

462 Broadway

New York, NY, 10013

(Address of Principal Executive Offices)

(212) 631-2111

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbol

Name of Exchange on which registered

Common Stock, par value $0.001 per share

DV

New York Stock Exchange

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.    Yes     No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

  

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of October 25, 2024, there were 169,165,009 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

 

 

Table of Contents

DoubleVerify Holdings, Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended September 30, 2024

TABLE OF CONTENTS

0

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Part I

FINANCIAL INFORMATION (Unaudited)

    

    

Page

Item 1.

Condensed Consolidated Financial Statements

4

Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

4

Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023

5

Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023

6

Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023

7

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

32

Item 4.

Controls and Procedures

32

Part II

OTHER INFORMATION

Item 1.

Legal Proceedings

33

Item 1A.

Risk Factors

33

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

Item 3.

Defaults Upon Senior Securities

33

Item 4.

Mine Safety Disclosures

33

Item 5.

Other Information

34

Item 6.

Exhibits

35

Signatures

36

2

Table of Contents

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

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

    

As of

    

As of

(in thousands, except per share data)

September 30, 2024

December 31, 2023

Assets:

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

311,910

$

310,131

Short-term investments

50,686

Trade receivables, net of allowances for doubtful accounts of $9,983 and $9,442 as of September 30, 2024 and December 31, 2023, respectively

193,303

206,941

Prepaid expenses and other current assets

 

23,609

 

15,930

Total current assets

 

579,508

 

533,002

Property, plant and equipment, net

 

67,421

 

58,020

Operating lease right-of-use assets, net

70,432

60,470

Goodwill

 

437,646

 

436,008

Intangible assets, net

 

119,654

 

140,883

Deferred tax assets

 

31,732

 

13,077

Other non-current assets

 

5,960

 

1,571

Total assets

$

1,312,353

$

1,243,031

Liabilities and Stockholders' Equity:

 

Current liabilities

 

Trade payables

$

13,376

$

12,932

Accrued expenses

 

46,541

 

44,264

Operating lease liabilities, current

10,761

9,029

Income tax liabilities

 

696

 

5,833

Current portion of finance lease obligations

 

2,528

 

2,934

Other current liabilities

 

14,295

 

8,863

Total current liabilities

 

88,197

 

83,855

Operating lease liabilities, non-current

79,571

71,563

Finance lease obligations

 

1,331

 

2,865

Deferred tax liabilities

 

9,635

 

8,119

Other non-current liabilities

 

3,039

 

2,690

Total liabilities

181,773

169,092

Commitments and contingencies (Note 15)

 

Stockholders’ equity

 

Common stock, $0.001 par value, 1,000,000 shares authorized, 173,288 shares issued and 170,631 outstanding as of September 30, 2024; 1,000,000 shares authorized, 171,168 shares issued and 171,146 outstanding as of December 31, 2023

173

171

Additional paid-in capital

949,456

878,331

Treasury stock, at cost, 2,657 shares and 22 shares as of September 30, 2024 and December 31, 2023, respectively

(50,700)

(743)

Retained earnings

 

231,814

 

198,983

Accumulated other comprehensive loss, net of income taxes

 

(163)

 

(2,803)

Total stockholders’ equity

 

1,130,580

 

1,073,939

Total liabilities and stockholders' equity

$

1,312,353

$

1,243,031

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

4

Table of Contents

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended September 30, 

Nine Months Ended September 30, 

(in thousands, except per share data)

    

2024

    

2023

    

2024

    

2023

Revenue

$

169,556

$

143,974

$

466,228

$

400,312

Cost of revenue (exclusive of depreciation and amortization shown separately below)

 

29,479

26,466

 

82,199

 

76,609

Product development

 

39,306

32,315

 

115,506

 

92,811

Sales, marketing and customer support

 

40,525

32,971

 

123,260

 

90,220

General and administrative

 

23,039

23,280

 

68,180

 

63,223

Depreciation and amortization

 

11,483

10,706

 

33,415

 

29,365

Income from operations

 

25,724

 

18,236

 

43,668

 

48,084

Interest expense

 

353

288

 

818

791

Other income, net

 

(4,225)

(1,633)

 

(8,561)

(6,843)

Income before income taxes

 

29,596

19,581

 

51,411

 

54,136

Income tax expense

 

11,395

6,234

 

18,580

15,775

Net income

$

18,201

$

13,347

$

32,831

$

38,361

Earnings per share:

 

 

Basic

$

0.11

$

0.08

$

0.19

$

0.23

Diluted

$

0.10

$

0.08

$

0.19

$

0.22

Weighted-average common stock outstanding:

 

 

 

 

Basic

 

170,254

168,606

171,060

166,937

Diluted

 

173,911

173,980

175,868

172,812

Comprehensive income:

 

 

Net income

$

18,201

$

13,347

$

32,831

$

38,361

Other comprehensive income (loss):

 

 

Foreign currency cumulative translation adjustment

 

9,079

 

(6,417)

 

2,640

 

(5,601)

Total comprehensive income

$

27,280

$

6,930

$

35,471

$

32,760

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

5

Table of Contents

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Accumulated Other

Additional

Comprehensive

Total

Common Stock

Treasury Stock

Paid-in

Retained

(Loss) Income

Stockholders’

(in thousands)

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Earnings

  

Net of Income Taxes

  

Equity

Balance as of January 1, 2024

171,168

$

171

22

$

(743)

$

878,331

$

198,983

$

(2,803)

$

1,073,939

Foreign currency translation adjustment

 

 

 

 

 

(4,625)

 

(4,625)

Shares repurchased for settlement of employee tax withholdings

48

(1,792)

(1,792)

Stock-based compensation expense

 

 

 

20,718

 

 

 

20,718

Common stock issued upon exercise of stock options

153

1,695

1,695

Common stock issued upon vesting of restricted stock units

435

 

1

 

 

(1)

 

 

 

Treasury stock reissued upon settlement of equity awards

(38)

1,389

(1,389)

Net income

 

 

 

 

7,156

 

 

7,156

Balance as of March 31, 2024

171,756

172

32

(1,146)

899,354

206,139

(7,428)

1,097,091

Foreign currency translation adjustment

(1,814)

(1,814)

Shares repurchased for settlement of employee tax withholdings

30

(660)

(660)

Stock-based compensation expense

25,315

25,315

Common stock issued under employee purchase plan

124

1,914

1,914

Common stock issued upon exercise of stock options

126

870

870

Common stock issued upon vesting of restricted stock units

628

1

(1)

Shares repurchased under the Repurchase Program

1,369

(25,027)

(25,027)

Treasury stock reissued upon settlement of equity awards

(41)

1,390

(1,390)

Net income

7,474

7,474

Balance as of June 30, 2024

172,634

173

1,390

(25,443)

926,062

213,613

(9,242)

1,105,163

Foreign currency translation adjustment

9,079

9,079

Shares repurchased for settlement of employee tax withholdings

34

(636)

(636)

Stock-based compensation expense

23,474

23,474

Common stock issued upon exercise of stock options

53

324

324

Common stock issued upon vesting of restricted stock units

601

Shares repurchased under the Repurchase Program

1,254

(25,025)

(25,025)

Treasury stock reissued upon settlement of equity awards

(21)

404

(404)

Net income

18,201

18,201

Balance as of September 30, 2024

173,288

$

173

2,657

$

(50,700)

$

949,456

$

231,814

$

(163)

$

1,130,580

Balance as of January 1, 2023

165,448

$

165

31

$

(796)

$

756,299

$

127,517

$

(6,326)

$

876,859

Foreign currency translation adjustment

 

 

 

 

 

1,193

 

1,193

Shares repurchased for settlement of employee tax withholdings

 

30

 

(787)

 

 

 

 

(787)

Stock-based compensation expense

 

 

 

11,992

 

 

 

11,992

Common stock issued upon exercise of stock options

527

1

1,765

1,766

Common stock issued upon vesting of restricted stock units

182

Treasury stock reissued upon settlement of equity awards

(35)

914

(914)

Net income

 

 

 

 

12,175

 

 

12,175

Balance as of March 31, 2023

166,157

166

26

(669)

769,142

139,692

(5,133)

903,198

Foreign currency translation adjustment

(377)

(377)

Shares repurchased for settlement of employee tax withholdings

57

(1,966)

(1,966)

Stock-based compensation expense

15,399

15,399

Common stock issued under employee purchase plan

49

1,138

1,138

Common stock issued upon exercise of stock options

711

1

3,990

3,991

Common stock issued upon vesting of restricted stock units

333

Treasury stock reissued upon settlement of equity awards

(67)

2,107

(2,107)

Net income

12,839

12,839

Balance as of June 30, 2023

167,250

167

16

(528)

787,562

152,531

(5,510)

934,222

Foreign currency translation adjustment

(6,417)

(6,417)

Shares repurchased for settlement of employee tax withholdings

28

(945)

(945)

Issuance of common stock as consideration for acquisition

1,642

2

52,935

52,937

Stock-based compensation expense

16,088

16,088

Common stock issued upon exercise of stock options

653

1

2,052

2,053

Common stock issued upon vesting of restricted stock units

373

Treasury stock reissued upon settlement of equity awards

(31)

1,076

(1,076)

Net income

13,347

13,347

Balance as of September 30, 2023

169,918

$

170

13

$

(397)

$

857,561

$

165,878

$

(11,927)

$

1,011,285

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

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DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Nine Months Ended

September 30, 

(in thousands)

    

2024

    

2023

Operating activities:

 

  

 

  

Net income

$

32,831

$

38,361

Adjustments to reconcile net income to net cash provided by operating activities

 

Bad debt expense

 

3,546

 

6,901

Depreciation and amortization expense

 

33,415

 

29,365

Amortization of debt issuance costs

 

334

 

221

Non-cash lease expense

5,329

4,899

Deferred taxes

 

(17,253)

 

(19,721)

Stock-based compensation expense

 

67,906

 

42,771

Interest (income) expense, net

 

(854)

 

176

Loss on disposal of fixed assets

5

Other

1,360

874

Changes in operating assets and liabilities, net of effects of business combinations

 

Trade receivables

 

10,333

 

(25,787)

Prepaid expenses and other assets

 

(12,592)

 

(9,370)

Trade payables

 

617

 

2,475

Accrued expenses and other liabilities

 

(2,692)

 

(3,484)

Net cash provided by operating activities

 

122,280

 

67,686

Investing activities:

 

 

Purchase of property, plant and equipment

 

(19,792)

 

(12,309)

Acquisition of businesses, net of cash acquired

(67,240)

Purchase of short-term investments

(81,937)

Proceeds from maturity of short-term investments

32,210

Net cash used in investing activities

 

(69,519)

 

(79,549)

Financing activities:

 

 

Proceeds from revolving credit facility

50,000

Payments to revolving credit facility

(50,000)

Proceeds from common stock issued upon exercise of stock options

2,889

7,810

Proceeds from common stock issued under employee purchase plan

1,914

1,138

Finance lease payments

(1,940)

(1,605)

Shares repurchased under the Repurchase Program

(50,052)

Shares repurchased for settlement of employee tax withholdings

(3,088)

(3,698)

Net cash (used in) provided by financing activities

 

(50,277)

 

3,645

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

150

 

(389)

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

2,634

 

(8,607)

Cash, cash equivalents, and restricted cash - Beginning of period

 

310,257

 

267,938

Cash, cash equivalents, and restricted cash - End of period

$

312,891

$

259,331

Cash and cash equivalents

$

311,910

$

259,212

Restricted cash - current (included in Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)

 

128

 

119

Restricted cash - non-current (included in Other non-current assets on the Condensed Consolidated Balance Sheets)

853

Total cash and cash equivalents and restricted cash

$

312,891

$

259,331

Supplemental cash flow information:

 

 

Cash paid for taxes

$

36,141

$

52,738

Cash paid for interest

$

430

$

427

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

$

14,553

$

2,017

Acquisition of equipment under finance lease

$

$

5,479

Capital assets financed by accounts payable and accrued expenses

$

82

$

Stock-based compensation included in capitalized software development costs

$

1,585

$

708

Common stock issued in connection with acquisition

$

$

52,937

Liabilities for contingent consideration

$

$

1,193

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

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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 artificial intelligence (“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 100% of the outstanding equity instruments of DoubleVerify Inc., (the “Acquisition”) resulting in a change of control at the parent level. The merger resulted in the application of acquisition accounting under the provisions of Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 805, “Business Combinations.”

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 one reportable segment.  

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 September 30, 2024 and December 31, 2023, the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and nine months ended September 30, 2024 and 2023, the Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and 2023, and the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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.

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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.

Restricted Cash

Restricted cash represents amounts pledged as collateral for certain agreements with third parties. Upon satisfying the terms of the relevant agreements, the funds are expected to be released and available for use by the Company. Restricted cash is recorded in the Condensed Consolidated Balance Sheets in Prepaid expenses and other current assets or Other non-current assets, depending on if such funds will be released and available for use by the Company within the next twelve months.

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 income (loss), 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 Note 8 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).

Debt Issuance Costs

The New Revolving Credit Facility (as defined in Note 9) includes debt issuance costs that meet the definition of an asset and are recorded in the Condensed Consolidated Balances Sheets in Other non-current assets. Debt issuance costs for the New Revolving Credit Facility are amortized to interest expense over the contractual term of the underlying debt instrument on a straight-line basis through the maturity date of the New Revolving Credit Facility on August 12, 2029.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

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.

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 and purchased for Activation or measured for Measurement, and Supply-side, 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

    

Nine Months Ended

September 30, 

September 30, 

(in thousands)

    

2024

    

2023

    

2024

    

2023

Activation

$

96,791

$

81,700

$

263,584

$

229,534

Measurement

 

58,468

 

51,263

 

162,560

 

137,637

Supply-side

 

14,297

 

11,011

 

40,084

 

33,141

Total revenue

$

169,556

$

143,974

$

466,228

$

400,312

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 $59.3 million and $55.0 million as of September 30, 2024 and December 31, 2023, respectively.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

Remaining Performance Obligations

As of September 30, 2024, the Company had $29.7 million of remaining performance obligations which are expected to be recognized over the next one to three years. These non-cancelable arrangements have original expected durations longer than one year and for which the consideration is not variable. These obligations relate primarily to the Company’s Supply-side revenue which represented $40.1 million, or 8.6% of the Company’s total revenue for the nine months ended September 30, 2024. The vast majority of the Company’s revenue is derived primarily from our advertising customers and partners based on the volume of media transactions, or ads, that our software platform measures, and not from supply-side arrangements. In determining the remaining performance obligations, the Company applied the allowable practical expedient and did not disclose information about (1) contracts remaining performance obligations that have original expected durations of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

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 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 total purchase price of $121.1 million, net of cash acquired, includes measurement period adjustments of $0.3 million recorded during the nine months ended September 30, 2024. The effect of these adjustments on the preliminary purchase price allocation was a decrease to the purchase consideration of $0.3 million and a corresponding decrease recorded to Goodwill on the Condensed Consolidated Balance Sheets.

As of September 30, 2024, the purchase price allocation for Scibids is final.

5.    Goodwill and Intangible Assets

The following is a summary of changes to the goodwill carrying value from December 31, 2023 to September 30, 2024:

(in thousands)

    

    

Goodwill at December 31, 2023

$

436,008

Measurement period adjustments

(300)

Foreign exchange impact

1,938

Goodwill at September 30, 2024

$

437,646

The following table summarizes the Company’s intangible assets and related accumulated amortization:

(in thousands)

September 30, 2024

    

December 31, 2023

Gross Carrying

Accumulated

Net Carrying

Gross Carrying

Accumulated

Net Carrying

    

Amount

    

Amortization

    

Amount

    

Amount

    

Amortization

    

Amount

Trademarks and brands

$

11,735

$

(5,775)

$

5,960

$

11,734

$

(5,140)

$

6,594

Customer relationships

 

161,474

(73,675)

 

87,799

 

161,173

 

(62,955)

 

98,218

Developed technology

 

93,356

(67,461)

 

25,895

 

93,013

 

(56,942)

 

36,071

Non-compete agreements

67

(67)

66

(66)

Total intangible assets

$

266,632

$

(146,978)

$

119,654

$

265,986

$

(125,103)

$

140,883

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

Amortization expense related to intangible assets for the three months ended September 30, 2024 and September 30, 2023 was $7.2 million and $7.4 million, respectively. Amortization expense related to intangible assets amounted to $21.6 million and $20.0 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.

Estimated future expected amortization expense of intangible assets as of September 30, 2024 is as follows:

(in thousands)

    

    

2024 (for remaining three months)

$

7,186

2025

26,983

2026

22,230

2027

18,252

2028

14,999

2029

12,648

Thereafter

 

17,356

Total

$

119,654

The weighted-average remaining useful life by major asset classes as of September 30, 2024 is as follows:

    

(In years)

Trademarks and brands

 

8

Customer relationships

 

6

Developed technology

2

There were no impairments of Goodwill or Intangible assets identified during the nine months ended September 30, 2024 and September 30, 2023.

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)

September 30, 2024

December 31, 2023

Computers and peripheral equipment

    

$

26,845

    

$

25,013

Office furniture and equipment

 

4,744

 

3,170

Leasehold improvements

 

35,245

 

32,595

Capitalized software development costs

 

50,066

 

35,039

Less accumulated depreciation and amortization

 

(49,479)

 

(37,797)

Total property, plant and equipment, net

$

67,421

$

58,020

For the three months ended September 30, 2024 and September 30, 2023, total depreciation expense was $4.3 million and $3.3 million, respectively. For the nine months ended September 30, 2024 and September 30, 2023, total depreciation expense was $11.8 million and $9.4 million, respectively.

Property and equipment under finance lease obligations, consisting of computer equipment, totaled $17.8 million as of September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 and December 31, 2023, accumulated depreciation related to property and equipment under finance lease obligations totaled $14.5 million and $12.9 million, respectively. Refer to Note 7 for further information.

There were no impairments of Property, plant and equipment identified during the nine months ended September 30, 2024 and September 30, 2023.

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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 and nine months ended September 30, 2024 and 2023, respectively.

    

Three Months Ended September 30, 

 

Nine Months Ended September 30, 

(in thousands)

2024

2023

 

2024

2023

Lease cost:

Operating lease cost (1)

$

2,921

$

2,614

$

8,248

$

7,783

Finance lease cost:

Depreciation of finance lease assets (2)

493

620

1,605

1,151

Interest on finance lease liabilities (3)

49

83

170

149

Short-term lease cost (1)

294

219

938

708

Sublease income (1)

(266)

(800)

Total lease cost

$

3,757

$

3,270

$

10,961

$

8,991

 

 

 

 

Other information:

Cash paid for amounts included in the measurement of lease liabilities

Operating cash outflows from operating leases

$

2,870

$

1,921

$

7,908

$

4,773

Operating cash outflows from finance leases

$

37

$

38

$

192

$

78

Financing cash outflows from finance leases

$

378

$

577

$

1,940

$

1,605

(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 September 30, 2024 and 2023, respectively:

    

September 30, 

2024

 

2023

Weighted-average remaining lease term - operating leases (in years)

 

11.9

13.7

Weighted-average remaining lease term - finance leases (in years)

 

1.6

2.4

Weighted-average discount rate - operating leases

4.8%

4.6%

Weighted-average discount rate - finance leases

 

5.5%

5.3%

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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 September 30, 2024 were as follows:

    

September 30, 2024

(in thousands)

Operating Leases

Finance Leases

2024 (for remaining three months)

$

2,775

$

1,083

2025

 

11,689

 

2,150

2026

 

10,786

 

819

2027

 

10,212

 

2028

 

9,041

 

2029

8,837

Thereafter

67,160

Total lease payments

 

120,500

 

4,052

Less amount representing interest

 

(30,168)

 

(193)

Present value of total lease payments

$

90,332

$

3,859

As of September 30, 2024, the Company has entered into additional international office space leases that have not yet commenced with contractual commitments of $1.7 million. These operating leases will commence in fiscal year 2025 with lease terms of two to three years.

There were no impairments of Operating lease right-of-use assets identified during the nine months ended September 30, 2024 and September 30, 2023.

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 September 30, 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:

    

  

    

  

    

  

    

  

Cash equivalents

$

33,860

$

$

$

33,860

Short-term investments

$

50,686

$

$

$

50,686

As of December 31, 2023

Quoted Market

 

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:

    

 

  

    

 

  

    

 

  

    

 

  

Cash equivalents

 

$

61,463

$

$

 

$

61,463

 

As of September 30, 2024, Cash equivalents consisted of treasury bills with original maturities at the date of purchase of three months or less and money market funds of $33.9 million. As of December 31, 2023, Cash equivalents consisted of treasury bills with original maturities at the date of purchase of three months or less and money market funds of $61.5 million.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

Short-term investments consisted of treasury bills of $50.7 million as of September 30, 2024. As of September 30, 2024, all of the Company’s Short-term investments are contractually due within one year.

As of September 30, 2024 and December 31, 2023, the amortized cost of the Company’s treasury bills approximated fair value. The Company did not record any unrealized gains, unrealized losses, or credit losses for the three and nine months ended September 30, 2024.

9.     Long-term Debt

On August 12, 2024, DoubleVerify Inc., as borrower (the “Borrower”) and Midco, as holdings (“Holdings”), entered into a credit agreement with the banks and other financial institutions party thereto, as lenders and letter of credit issuers, and JPMorgan Chase Bank, N.A., as administrative agent, letter of credit issuer and swing lender (the “Credit Agreement”), to provide for a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $200.0 million (with a letter of credit facility of up to a $20.0 million sublimit), which matures on August 12, 2029 (the “Revolving Termination Date”). Subject to certain terms and conditions, the Borrower is entitled to add one or more term loan facilities or revolving credit facilities and / or increase the amount of the revolving credit commitments under the New Revolving Credit Facility.

The New Revolving Credit Facility replaces in full the Company’s prior senior secured revolving credit facility provided under the Second Amended and Restated Credit Agreement, dated as of October 1, 2020 (the “Prior Revolving Credit Facility”) as amended by the First Amendment, dated as March 29, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof).

The loans under the New Revolving Credit Facility, at the Borrower's option, bear interest at either a Secured Overnight Financing Rate (“SOFR”) or an Alternate Base Rate (“ABR”). In the case of SOFR loans, for each day during each interest period with respect thereto, a rate per annum equal to Term SOFR (as defined in the Credit Agreement) determined for such day plus an applicable margin ranging from 2.00% to 2.75% per annum (depending on the total net leverage ratio of Holdings and its subsidiaries (the “Credit Group”)). In the case of ABR loans, a rate per annum equal to ABR (as defined in the Credit Agreement) plus an applicable margin ranging from 1.00% to 1.75% per annum (depending on the total net leverage ratio of the Credit Group). The New Revolving Credit Facility is payable in monthly or quarterly installments for interest, with the principal balance due in full at the Revolving Termination Date, subject to customary events of default as defined by the Credit Agreement.

The New Revolving Credit Facility bears a commitment fee ranging from 0.25% to 0.35% per annum (depending on the total net leverage ratio of the Credit Group), payable quarterly in arrears commencing on April 15, 2025 and on the fifteenth day following the last day of each calendar quarter occurring thereafter prior to the Revolving Termination Date, and on the Revolving Termination Date, based on the utilization of the New Revolving Credit Facility, and customary letter of credit fees.

The New Revolving Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.

All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the guarantee agreement (the “Guarantee Agreement”) made by the Company in favor of JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement. The obligations are also guaranteed by Midco, Ad-Juster, Inc. and Outrigger Media, Inc., and secured by a first priority perfected security interest in substantially all of the assets (subject to customary exceptions) of Midco, the Borrower, Ad-Juster, Inc. and Outrigger Media, Inc. (but not the Company).

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

The Credit Agreement requires the Credit Group to remain in compliance with a maximum total net leverage ratio of 4.50x as at the last day of each fiscal quarter. Such requirement will commence with the fiscal quarter ending March 31, 2025.

As of September 30, 2024 and December 31, 2023, there was no outstanding debt under the New Revolving Credit Facility or the Prior Revolving Credit Facility, respectively.

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).

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 and nine months ended September 30, 2024, the Company recorded an income tax provision of $11.4 million and $18.6 million, respectively, resulting in an effective tax rate of 38.5% and 36.1%, that includes the effects of various permanent book-to-tax adjustments, foreign tax rate differences, U.S. tax on foreign operations, and U.S. state/local taxes. During the three and nine months ended September 30, 2023, the Company recorded an income tax provision of $6.2 million and $15.8 million, respectively, resulting in an effective tax rate of 31.8% and 29.1%.

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 closed its audit with the Commonwealth of Massachusetts for the 2019 and 2020 tax years that resulted in an immaterial adjustment of $0.1 million. The audit closed during the three months ended September 30, 2024. The adjustment will be posted in the subsequent quarter upon settlement. The Israeli examination 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.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

11.   Earnings Per Share

The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS for the three and nine months ended September 30, 2024 and September 30, 2023:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

2024

2023

2024

2023

Numerator:

    

  

    

  

    

Net Income (basic and diluted)

$

18,201

$

13,347

$

32,831

$

38,361

Denominator:

 

 

 

 

Weighted-average common shares outstanding

 

170,254

 

168,606

 

171,060

 

166,937

Dilutive effect of share-based awards

 

3,657

 

5,374

 

4,808

 

5,875

Weighted-average dilutive shares outstanding

 

173,911

 

173,980

 

175,868

 

172,812

Basic earnings per share

$

0.11

$

0.08

$

0.19

$

0.23

Diluted earnings per share

$

0.10

$

0.08

$

0.19

$

0.22

Approximately 10.7 million and 4.3 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation in the three and nine months ended September 30, 2024, respectively, because they were antidilutive. Approximately 7.7 million and 7.8 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation in the three and nine months ended September 30, 2023, respectively, because they were also antidilutive.

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 four years from the date of the grant and subject to certain timing restrictions upon an employee’s separation of service and no later than 10 years after the grant date.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

A summary of stock option activity as of and for the nine months ended September 30, 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

    

9,992

$

17.01

6.91

$

197,598

Options granted

 

Options exercised

 

(432)

6.69

Options forfeited

 

(69)

30.97

Outstanding as of September 30, 2024

 

9,491

$

17.38

6.20

$

47,666

Options expected to vest as of September 30, 2024

 

1,776

$

26.91

7.91

$

Options exercisable as of September 30, 2024

 

7,650

$

15.09

5.79

$

47,666

Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were no stock options granted that contain both market-based and performance-based vesting conditions during the nine months ended September 30, 2024. During the nine months ended September 30, 2024, 60 stock options were exercised and 1,313 market-based and performance-based stock options remain outstanding as of September 30, 2024.

The total intrinsic value of options exercised during the nine months ended September 30, 2024 and September 30, 2023 was $9.3 million and $54.1 million, respectively.

The Company’s board of directors (the “Board”) did not declare or pay dividends on any Company stock during the nine months ended September 30, 2024 and September 30, 2023.

Restricted Stock Units (“RSUs”)

RSUs are subject to vesting schedules up to four years from the date of the grant and subject to certain restrictions upon employee separation.

A summary of RSUs activity as of and for the nine months ended September 30, 2024 is as follows:

    

RSUs

Number of

Weighted Average

Shares

Grant Date Fair Value

Outstanding as of December 31, 2023

4,720

$

28.03

Granted

 

2,972

31.93

Vested

 

(1,664)

28.98

Forfeited

 

(228)

29.41

Outstanding as of September 30, 2024

 

5,800

$

29.70

The total grant date fair value of RSUs that vested during the nine months ended September 30, 2024 was $48.2 million.

Performance Stock Units (“PSUs”)

PSUs are subject to vesting and performance periods of up to approximately three years from the date of the grant.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

A summary of PSUs activity as of and for the nine months ended September 30, 2024 is as follows:

PSUs

Weighted 

Average Grant 

Number of 

Date Fair 

    

Shares (1)

    

Value

Outstanding as of December 31, 2023

480

$

41.31

Granted

186

41.28

Vested

Forfeited

Outstanding as of September 30, 2024

 

666

$

41.30

(1) For awards for which the performance period is complete, the number of outstanding PSUs is based on the actual shares that will vest upon completion of the service period. For awards for which the performance period is not yet complete, the number of outstanding PSUs is based on the participants earning 100% of their target PSUs.

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)

 

3.9 - 4.1

Expected dividend yield (percentage)

 

Expected volatility (percentage)

 

46.7

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

Nine Months Ended

September 30, 

September 30, 

(in thousands)

 

2024

 

2023

 

2024

 

2023

Product development

$

8,899

$

6,235

$

26,006

$

16,589

Sales, marketing and customer support

 

7,152

 

4,945

 

20,591

 

13,198

General and administrative

 

6,899

 

4,611

 

21,309

 

12,984

Total stock-based compensation

$

22,950

$

15,791

$

67,906

$

42,771

As of September 30, 2024, unrecognized stock-based compensation expense was $182.4 million, which is expected to be recognized over a weighted-average period of 1.3 years.

Employee Stock Purchase Plan (“ESPP”)

In March 2021, the Board approved the Company’s 2021 ESPP. Purchases are accomplished through participation in discrete offering periods. The ESPP is available to U.S.-based employees and most of the Company’s non-U.S.-based employees. The current offering period began on June 1, 2024 and will end on November 30, 2024. The Company expects the program to continue consecutively for six-month offering periods for the foreseeable future.

Under the ESPP, eligible employees are able to acquire shares of the Company’s common stock by accumulating funds through payroll deductions. The purchase price for shares of common stock purchased under the ESPP is 85% of the lesser of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of the applicable offering period. Employees are required to hold shares purchased for a minimum of six months following the purchase date.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the requisite service period of each award. Stock-based compensation expense related to the ESPP totaled $0.3 million and $0.8 million for the three and nine months ended September 30, 2024, respectively. Stock-based compensation expense related to the ESPP totaled $0.2 million and $0.6 million for the three and nine months ended September 30, 2023, respectively.

13.   Stockholders’ Equity

Repurchase Program

On May 16, 2024, the Company announced that the Board authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion.

During the three months ended September 30, 2024, the Company repurchased 1.3 million shares of its common stock for an aggregate repurchase amount of $25.0 million, which included immaterial amounts of broker commissions. During the nine months ended September 30, 2024, the Company repurchased 2.6 million shares of its common stock for an aggregate repurchase amount of $50.1 million, which included immaterial amounts of broker commissions. As of September 30, 2024, $100.0 million remained available and authorized for repurchase under the Repurchase Program. Activity under the Repurchase Program was recognized in the Condensed Consolidated Balance Sheets on a trade-date basis.

14.   Supplemental Financial Statement Information

Accrued Expenses

Accrued expenses as of September 30, 2024 and December 31, 2023 were as follows:

    

As of

(in thousands)

September 30, 2024

    

December 31, 2023

Vendor payments

$

6,303

$

6,286

Employee commissions and bonuses

 

21,342

 

20,809

Payroll and other employee related expense

 

11,751

 

10,602

401k and pension expense

 

2,680

 

2,982

Other taxes

 

4,465

 

3,585

Total accrued expenses

$

46,541

$

44,264

Other Income, Net

The components of Other income, net recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income were as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(in thousands)

 

2024

 

2023

 

2024

 

2023

Interest income

$

(3,232)

$

(2,584)

$

(9,822)

$

(8,027)

Foreign currency exchange (gain) loss

 

(893)

 

955

 

1,323

 

1,184

Other miscellaneous income, net

 

(100)

 

(4)

 

(62)

 

Other income, net

$

(4,225)

$

(1,633)

$

(8,561)

$

(6,843)

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(Amounts in thousands, except per share data, unless otherwise stated)

15.   Commitments and Contingencies

Contingencies

Litigation

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. The Company records liabilities for contingencies including legal costs when it is probable that a liability has been incurred and when the amount can be reasonably estimated. Legal costs are expensed as incurred. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.

16.    Segment Information

The Company has determined that it operates as one operating and reportable segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and measure performance.

17.    Subsequent Events

In October 2024, the Company repurchased 1.5 million shares of its common stock for an aggregate repurchase amount of $25.0 million, which included immaterial amounts of broker commissions. As of November 6, 2024, $75.0 million remained available and authorized for repurchase under the Repurchase Program.

On November 6, 2024, the Company announced that the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”), which amount is in addition to the initial Repurchase Program previously approved by the Board in May 2024. Under the New Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. As of November 6, 2024, $200.0 million remained available and authorized for repurchase under the New Repurchase Program.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Quarterly Report and our audited financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere in this Quarterly Report, including under the heading “Special Note Regarding Forward-Looking Statements.”

Company Overview

We are 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.

Our software platform is integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels, and digital publishers. We deliver unique data analytics through our customer interface, DV Pinnacle, to provide detailed insights into our customers’ media performance on both direct and programmatic media buying platforms and across all key digital media channels, formats, and devices. In 2023, our coverage spanned 110 countries where our customers activate our services. Our customers include many of the largest global advertisers and digital ad platforms and publishers. We provide a consistent, cross-platform measurement standard across all major forms of digital media, making it easier for advertisers and supply-side customers to benchmark performance across all of their digital ads and optimize business outcomes in real-time.

We derive revenue primarily from our advertiser customers based on the volume of media transactions, or ads, that our software platform measures (“Media Transactions Measured”). Advertisers utilize the DV Authentic Ad, our definitive metric of digital media quality, to evaluate the existence of fraud, brand safety, viewability and geography for each digital ad. Advertisers pay us an analysis fee (“Measured Transaction Fee”) per thousand impressions based on the volume of Media Transactions Measured on their behalf. The price of most of our solutions is fixed. On platforms that charge based on percent of media spend, our pricing includes caps which effectively mirror our standard fixed fees. We maintain an expansive set of direct integrations across the entire digital advertising ecosystem, including with leading programmatic, CTV, and social platforms, which enable us to deliver our metrics to the platforms where our customers buy ads. Further, our services are not reliant on any single source of impressions and we can service our customers as their digital advertising needs change.

We generate revenue from supply-side customers based on monthly or annual contracts with minimum guarantees and tiered pricing when guarantees are met.

Components of Our Results of Operations

We manage our business operations and report our financial results in a single segment.

Revenue

Our customers use our solutions to measure the effectiveness of their digital advertisements. We generate revenue from our advertising customers based primarily on the volume of Media Transactions Measured on our software platform, and for supply-side customers, based on contracts with minimum guarantees or contracts that have tiered pricing after minimum guarantees are achieved. Our existing customer base has remained largely stable, and our gross revenue retention rate was over 95% for the three months ended September 30, 2024. We define our gross revenue retention rate as the total prior period revenue earned from advertiser customers, less the portion of prior period revenue attributable to lost advertiser customers, divided by the total prior period revenue from advertiser customers, excluding a portion of our revenues that cannot be allocated to specific advertiser customers.

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For each of the three months ended September 30, 2024 and September 30, 2023, we generated 92% of our revenue from advertiser customers. For the nine months ended September 30, 2024 and September 30, 2023, we generated 91% and 92% of our revenue, respectively, from advertiser customers. Advertisers can purchase our services through programmatic and social media platforms to evaluate the quality of ad inventories before they are purchased, which we track as Activation revenue. Advertisers can also purchase our services to measure the quality and performance of ads after they are purchased directly from digital properties, including publishers and social media platforms, which we track as Measurement revenue. We generate the majority of our revenue from advertisers by charging a Measured Transaction Fee based on the volume of Media Transactions Measured on behalf of our customers. We recognize revenue from advertisers in the period in which we provide our measurement and activation solutions.

For each of the three months ended September 30, 2024 and September 30, 2023, we generated 8% of our revenue from supply-side customers who use our data analytics to validate the quality of their ad inventory and provide data to their customers to facilitate targeting and purchasing of digital ads, which we refer to as Supply-side revenue. For the nine months ended September 30, 2024 and September 30, 2023, Supply-side revenue comprised 9% and 8% of revenue, respectively. We generate revenue for certain supply-side arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually twelve months. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure.

The following table disaggregates revenue between advertiser customers, where revenue is generated based on number of ads measured and purchased for Activation or measured for Measurement, and Supply-side.

Three Months Ended September 30, 

Change

Change

Nine Months Ended September 30, 

    

Change

Change

2024

     

2023

     

$

     

%

     

2024

     

2023

     

$

     

%

(In Thousands)

    

(In Thousands)

  

    

Revenue by customer type:

  

  

  

  

  

Activation

$

96,791

$

81,700

$

15,091

18

%

$

263,584

  

$

229,534

  

$

34,050

15

%

Measurement

 

58,468

 

51,263

 

7,205

14

 

162,560

  

 

137,637

  

 

24,923

18

Supply-side

 

14,297

 

11,011

 

3,286

30

 

40,084

  

 

33,141

  

 

6,943

21

Total revenue

$

169,556

  

$

143,974

$

25,582

18

%

$

466,228

  

$

400,312

  

$

65,916

16

%

Operating Expenses

Our operating expenses consist of the following categories:

Cost of revenue.  Cost of revenue consists primarily of costs from revenue-sharing arrangements with our partners, platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, and personnel costs, including salaries, bonuses, stock-based compensation and benefits, directly associated with the support and delivery of our software platform and data solutions.

Product development.  Product development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation and benefits, third party vendors and outsourced engineering services, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Product development expenses are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in Property, plant and equipment, net on our Condensed Consolidated Balance Sheets. Capitalized software development costs are amortized to depreciation and amortization.

Sales, marketing, and customer support.  Sales, marketing, and customer support expenses consist primarily of personnel costs directly associated with sales, marketing, and customer support departments, including salaries, bonuses, commissions, stock-based compensation and benefits, and allocated overhead. Overhead costs such as information technology infrastructure, rent and occupancy charges are allocated based on headcount. Sales and marketing expense also includes costs for promotional marketing activities, advertising costs, and attendance at events and trade shows. Sales commissions are expensed as incurred.

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General and administrative.  General and administrative expenses consist primarily of personnel expenses associated with our executive, finance, legal, human resources and other administrative employees. General and administrative expenses also include professional fees for external accounting, legal, investor relations and other consulting services, expenses to operate as a public company, including costs to comply with rules and regulations applicable to companies listed on a U.S. securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, other overhead expenses including insurance, as well as third-party costs related to acquisitions.

Interest expense.  Interest expense consists primarily of the amortization of debt issuance costs, commitment fees associated with the unused portion of the New Revolving Credit Facility and Prior Revolving Credit Facility, interest on balances that were outstanding under the Prior Revolving Credit Facility and interest on finance leases. The New Revolving Credit Facility bears interest at an option of SOFR or ABR plus an applicable margin per annum. See “Liquidity and Capital Resources—Debt Obligations.”

Other income, net.  Other income, net consists primarily of interest earned on interest-bearing monetary assets and gains and losses on foreign currency transactions.

Results of Operations

Comparison of the Three and Nine Months Ended September 30, 2024 and September 30, 2023

The following table shows our Condensed Consolidated Results of Operations:

Three Months Ended September 30, 

Change

Change

Nine Months Ended September 30, 

Change

Change

2024

     

2023

     

$

     

%

     

2024

     

2023

     

$

     

%

    

(In Thousands)

 

(In Thousands)

    

Revenue

$

169,556

$

143,974

$

25,582

18

%

$

466,228

 

$

400,312

 

$

65,916

16

%

Cost of revenue (exclusive of depreciation and amortization shown separately below)

 

29,479

 

26,466

 

3,013

11

 

82,199

 

76,609

 

5,590

7

Product development

 

39,306

 

32,315

 

6,991

22

 

115,506

 

92,811

 

22,695

24

Sales, marketing and customer support

 

40,525

 

32,971

 

7,554

23

 

123,260

 

90,220

 

33,040

37

General and administrative

 

23,039

 

23,280

 

(241)

(1)

 

68,180

 

63,223

 

4,957

8

Depreciation and amortization

 

11,483

 

10,706

 

777

7

 

33,415

 

29,365

 

4,050

14

Income from operations

 

25,724

 

18,236

 

7,488

41

 

43,668

 

48,084

 

(4,416)

(9)

Interest expense

 

353

 

288

 

65

23

 

818

 

791

 

27

3

Other income, net

 

(4,225)

 

(1,633)

 

2,592

159

 

(8,561)

 

(6,843)

 

1,718

25

Income before income taxes

 

29,596

 

19,581

 

10,015

51

 

51,411

 

54,136

 

(2,725)

(5)

Income tax expense

 

11,395

 

6,234

 

5,161

83

 

18,580

 

15,775

 

2,805

18

Net income

$

18,201

$

13,347

$

4,854

36

%

$

32,831

$

38,361

$

(5,530)

(14)

%

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The following table sets forth our Condensed Consolidated Results of Operations for the specified periods as a percentage of our revenue for those periods presented:

Three Months Ended September 30, 

Nine Months Ended September 30, 

2024

    

2023

    

2024

    

2023

Revenue

100

%  

100

%  

100

%  

100

%

Cost of revenue (exclusive of depreciation and amortization shown separately below)

17

 

18

 

18

 

19

Product development

23

 

22

 

25

 

23

Sales, marketing and customer support

24

 

23

 

26

 

23

General and administrative

14

 

16

 

15

 

16

Depreciation and amortization

7

 

7

 

7

 

7

Income from operations

15

 

13

 

9

 

12

Interest expense

 

 

 

Other income, net

(2)

 

(1)

 

(2)

 

(2)

Income before income taxes

17

 

14

 

11

 

14

Income tax expense

7

 

4

 

4

 

4

Net income

11

%  

9

%  

7

%  

10

%  

Note: Percentages may not sum due to rounding.

Revenue

Total revenue increased by $25.6 million, or 18%, from $144.0 million in the three months ended September 30, 2023 to $169.6 million in the three months ended September 30, 2024. Total revenue increased by $65.9 million, or 16%, from $400.3 million in the nine months ended September 30, 2023 to $466.2 million in the nine months ended September 30, 2024.

Total Advertiser revenue increased by $22.3 million, or 17%, in the three months ended September 30, 2024 as compared to the same period in 2023, driven primarily by a 22% increase in Media Transactions Measured, partially offset by a 4% decline in Measured Transaction Fees. Total Advertiser revenue increased by $59.0 million, or 16%, in the nine months ended September 30, 2024 as compared to the same period in 2023, driven primarily by a 21% increase in Media Transactions Measured, partially offset by a 4% decline in Measured Transaction Fees.

Activation revenue increased by $15.1 million, or 18%, in the three months ended September 30, 2024 as compared to the same period in 2023, driven primarily by greater adoption of our programmatic solutions, including Scibids Technology SAS (“Scibids”), as well as our Authentic Brand Suitability (ABS) solution. For the nine months ended September 30, 2024, Activation revenue increased by $34.1 million, or 15%, compared to the same period in 2023 driven by the same factors.

Measurement revenue increased $7.2 million, or 14%, in the three months ended September 30, 2024 as compared to the same period in 2023, driven primarily by the increased adoption of our social measurement solutions by existing and new customers. For the nine months ended September 30, 2024, Measurement revenue increased by $24.9 million, or 18%, compared to the same period in 2023 driven by the same factors.

Supply-side revenue increased $3.3 million, or 30%, in the three months ended September 30, 2024 as compared to the same period in 2023, driven primarily by increased revenue from platform customers. For the nine months ended September 30, 2024, Supply-side revenue increased by $6.9 million, or 21%, compared to the same period in 2023 driven by the same factors.

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

Cost of revenue increased by $3.0 million, or 11%, from $26.5 million in the three months ended September 30, 2023 to $29.5 million in the three months ended September 30, 2024. The increase was primarily due to growth in Activation revenue, leading to higher partner costs from revenue-sharing arrangements. These were partially offset by savings from eliminating duplicative costs as the Company migrated to cloud services for better scale and flexibility, along with efficiencies gained from DV’s AI-powered video classification technology. Cost of revenue increased by $5.6 million, or 7%, from $76.6 million in the nine months ended September 30, 2023 to $82.2 million in the nine months ended September 30, 2024. The increase was primarily due to continued investments in cloud services to provide scale and flexibility necessary to support future growth, as well as growth in Activation revenue which drove increases in partner costs from revenue-sharing arrangements.

Product Development Expenses

Product development expenses increased by $7.0 million, or 22%, from $32.3 million in the three months ended September 30, 2023 to $39.3 million in the three months ended September 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $5.9 million, and an increase in third-party software costs and professional fees of $1.2 million primarily to support product development efforts. Product development expenses increased by $22.7 million, or 24%, from $92.8 million in the nine months ended September 30, 2023 to $115.5 million in the nine months ended September 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $18.8 million, and an increase in third-party software costs and professional fees of $4.0 million primarily to support product development efforts.

Sales, Marketing and Customer Support Expenses

Sales, marketing and customer support expenses increased by $7.6 million, or 23%, from $33.0 million in the three months ended September 30, 2023 to $40.5 million in the three months ended September 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation and sales commissions, of $6.0 million, and an increase in personnel travel and entertainment expenses to support marketing and sales activities of $0.4 million. Sales, marketing and customer support expenses increased by $33.0 million, or 37%, from $90.2 million in the nine months ended September 30, 2023 to $123.3 million in the nine months ended September 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation and sales commissions, of $25.6 million, an increase in marketing activities, including advertising, promotions, events and other activities of $1.1 million, and an increase in personnel travel and entertainment expenses to support marketing and sales activities of $2.5 million.

General and Administrative Expenses

General and administrative expenses decreased by $0.2 million, or 1%, from $23.3 million in the three months ended September 30, 2023 to $23.0 million in the three months ended September 30, 2024. The decrease was primarily due to a reduction in bad debt expenses of $1.1 million, a reduction in acquisition related costs of $0.9 million, and a reduction in general corporate insurance costs of $0.1 million, partially offset by an increase in personnel costs, including stock-based compensation, of $2.1 million. General and administrative expenses increased by $5.0 million, or 8%, from $63.2 million in the nine months ended September 30, 2023 to $68.2 million in the nine months ended September 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $8.5 million, and an increase in third party professional fees of $0.3 million, partially offset by a reduction in bad debt expenses of $3.4 million, primarily related to a reserve established in connection with outstanding amounts owed to the Company by its activation partner, MediaMath Holdings, Inc., which filed for Chapter 11 bankruptcy protection on June 30, 2023, and a reduction in general corporate insurance costs of $1.1 million.

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Depreciation and Amortization

Depreciation and amortization increased by $0.8 million, or 7%, from $10.7 million in the three months ended September 30, 2023, to $11.5 million in the three months ended September 30, 2024. The increase was primarily due to an increase in capitalized software development costs and an increase in intangible assets related to the acquisition of Scibids. Depreciation and amortization increased by $4.1 million, or 14%, from $29.4 million in the nine months ended September 30, 2023, to $33.4 million in the nine months ended September 30, 2024. The increase was primarily due to an increase in capitalized software development costs and an increase in intangible assets related to the acquisition of Scibids.

Interest Expense

Interest expense increased by $0.1 million, from $0.3 million in the three months ended September 30, 2023 to $0.4 million in the three months ended September 30, 2024. Interest expense was materially unchanged at $0.8 million in the nine months ended September 30, 2023 and $0.8 million in the nine months ended September 30, 2024.

Other Income, Net

Other income, net increased by $2.6 million, from income of $1.6 million in the three months ended September 30, 2023 to income of $4.2 million in the three months ended September 30, 2024. The increase was primarily due to an increase in interest earned on interest-bearing monetary assets, and gains from changes in foreign exchange rates. Other income, net increased by $1.7 million, from income of $6.8 million in the nine months ended September 30, 2023 to income of $8.6 million in the nine months ended September 30, 2024. The increase was primarily due to an increase in interest earned on interest-bearing monetary assets, partially offset by an increase in losses from changes in foreign exchange rates.

Income Tax Expense

Income tax expense increased by $5.2 million from a $6.2 million expense in the three months ended September 30, 2023 to a $11.4 million expense in the three months ended September 30, 2024. The increase was primarily due to a shortfall in share-based compensation as well as other permanent book-to-tax income adjustments. A shortfall exists when there is a deficiency between the deferred tax asset recorded upon issuance of shares and the actual tax benefit recognized upon settlement. Income tax expense increased by $2.8 million from a $15.8 million expense in the nine months ended September 30, 2023 to a $18.6 million expense in the nine months ended September 30, 2024. The increase was primarily due to a shortfall in share-based compensation as well as other permanent book-to-tax income adjustments.

Adjusted EBITDA

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

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Three Months Ended September 30, 

Nine Months Ended September 30, 

2024

    

2023

    

2024

    

2023

(In Thousands)

(In Thousands)

Net income

$

18,201

$

13,347

$

32,831

 

$

38,361

Net income margin

11%

9%

7%

10%

Depreciation and amortization

 

11,483

 

10,706

 

33,415

 

29,365

Stock-based compensation

 

22,950

 

15,791

 

67,906

 

42,771

Interest expense

 

353

 

288

 

818

 

791

Income tax expense

 

11,395

 

6,234

 

18,580

 

15,775

M&A and restructuring costs (a)

 

921

 

1,621

Offering and secondary offering costs (b)

 

286

68

 

595

Other recoveries (c)

 

(267)

 

(800)

Other income (d)

 

(4,225)

 

(1,633)

 

(8,561)

 

(6,843)

Adjusted EBITDA

$

60,157

$

45,673

$

145,057

$

121,636

Adjusted EBITDA margin

35%

 

32%

 

31%

 

30%

(a)M&A and restructuring costs for the three and nine months ended September 30, 2023 consist of transaction costs related to the acquisition of Scibids.
(b)Offering and secondary offering costs for the three and nine months ended September 30, 2024 and September 30, 2023 consist of third-party costs incurred for underwritten secondary public offerings by certain stockholders of the Company.
(c)Other recoveries for the three and nine months ended September 30, 2023 consist of sublease income for leased office space.
(d)Other income for the three and nine months ended September 30, 2024 and September 30, 2023 consist of interest income earned on interest-bearing monetary assets, and the impact of changes in foreign currency exchange rates.

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

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

they do not reflect changes in, or cash requirements for, working capital needs;
Adjusted EBITDA does not reflect capital expenditures or future requirements for capital expenditures or contractual commitments;
they do not reflect income tax expense or the cash requirements to pay income taxes;
they do not reflect interest expense or the cash requirements necessary to service interest or principal debt payments; and
although depreciation and amortization are non-cash charges related mainly to intangible assets, certain assets being depreciated and amortized will have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

In addition, other companies in our industry may calculate these non-GAAP financial measures differently, therefore limiting their usefulness as a comparative measure. You should compensate for these limitations by relying primarily on our GAAP results and using the non-GAAP financial measures only supplementally.

Liquidity and Capital Resources

Our operations are financed primarily through cash generated from operations. As of September 30, 2024, we had cash and cash equivalents of $311.9 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $179.4 million.

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We believe existing cash and cash generated from operations, together with the $200.0 million undrawn balance under the New Revolving Credit Facility as of September 30, 2024, will be sufficient to meet working capital and capital expenditure requirements on a short-term and long-term basis.

Total future capital requirements and the adequacy of available funds will depend on many factors, including those discussed above as well as the risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.

Debt Obligations

On August 12, 2024, the Company entered into the New Revolving Credit Facility with available borrowings of $200.0 million, which matures on August 12, 2029. Subject to certain terms and conditions, the Company is entitled to add one or more term loan facilities or revolving credit facilities and / or increase the amount of the revolving credit commitments under the New Revolving Credit Facility. The New Revolving Credit Facility replaces in full the Company’s Prior Revolving Credit Facility.

All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the Guarantee Agreement. The New Revolving Credit Facility contains customary affirmative and negative covenants, including restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.

The New Revolving Credit Facility also requires us to remain in compliance with certain financial ratios, which will officially commence with the fiscal quarter ending March 31, 2025.

As of September 30, 2024, there was no outstanding debt under the New Revolving Credit Facility.

For more information about the New Revolving Credit Facility, see Note 9 to our Condensed Consolidated Financial Statements.

Repurchase Programs

On May 16, 2024, the Company announced that its Board of Directors authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. Repurchases under the Repurchase Program commenced in June 2024.

During the three months ended September 30, 2024, the Company repurchased 1.3 million shares of its common stock for an aggregate repurchase amount of $25.0 million. During the nine months ended September 30, 2024, the Company repurchased 2.6 million shares of its common stock for an aggregate repurchase amount of $50.1 million.

In October 2024, the Company repurchased 1.5 million shares of its common stock for an aggregate repurchase amount of $25.0 million. As of November 6, 2024, $75.0 million remained available and authorized for repurchase under the Repurchase Program.

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On November 6, 2024, the Company announced that the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”), which amount is in addition to the initial Repurchase Program previously approved by the Board in May 2024. Under the New Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. As of November 6, 2024, $200.0 million remained available and authorized for repurchase under the New Repurchase Program.

Cash Flows

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

    

Nine Months Ended September 30, 

2024

2023

    

(In Thousands)

Cash flows provided by operating activities

$

122,280

$

67,686

Cash flows used in investing activities

 

(69,519)

 

(79,549)

Cash flows (used in) provided by financing activities

 

(50,277)

 

3,645

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

150

 

(389)

Increase (decrease) in cash, cash equivalents, and restricted cash

$

2,634

$

(8,607)

Operating Activities

Our cash flows from operating activities are primarily influenced by growth in our operations and by changes in our working capital. In particular, trade receivables increase in conjunction with our rapid growth in sales and decrease based on timing of cash receipts from our customers. The timing of payments of trade payables also impacts our cash flows from operating activities. We typically pay suppliers in advance of collections from our customers. Our collection and payment cycles can vary from period to period.

For the nine months ended September 30, 2024, cash provided by operating activities was $122.3 million, attributable to net income of $32.8 million, adjusted for non-cash charges of $93.8 million and $4.3 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $33.4 million in depreciation and amortization and $67.9 million in stock-based compensation, offset by $17.3 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $12.6 million increase in prepaid expenses and other assets due mainly to increases in prepayments, offset by a decrease in trade receivables of $10.3 million, and a $2.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

For the nine months ended September 30, 2023, cash provided by operating activities was $67.7 million, attributable to net income of $38.4 million, adjusted for non-cash charges of $65.5 million and $36.2 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $29.4 million in depreciation and amortization and $42.8 million in stock-based compensation, offset by $19.7 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $35.2 million increase in trade receivables, prepaid assets and other assets due mainly to increases in sales and prepayments, and a $1.0 million decrease in trade payables, accrued expenses and other liabilities primarily related to income tax payments.

Investing Activities

For the nine months ended September 30, 2024, cash used in investing activities was $69.5 million, including $81.9 million attributable to investments in short-term financial instruments and $19.8 million attributable to purchases of property, plant and equipment, and capitalized software development costs, offset by $32.2 million attributable to proceeds from the maturity of short-term financial instruments. For the nine months ended September 30, 2023, cash used in investing activities was $79.5 million, including $67.2 million attributable to the acquisition of Scibids and $12.3 million attributable to purchases of property, plant and equipment, and capitalized software development costs.

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Financing Activities

For the nine months ended September 30, 2024, cash used in financing activities of $50.3 million was primarily due to $50.1 million related to shares repurchased under the Repurchase Program. For the nine months ended September 30, 2023, cash provided by financing activities of $3.6 million was primarily due to $7.8 million proceeds from common stock issued upon exercise of stock options, offset by $3.7 million related to shares repurchased for settlement of employee tax withholding.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets and liabilities and related disclosures at the dates of the financial statements, and revenue and expenses during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions, and any such differences may be material.

Some of the judgments that management makes in applying its accounting estimates in these areas are discussed in Note 2 to our audited Consolidated Financial Statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2023. Since the date of our most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies and estimates.

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Item 3: Quantitative and Qualitative Disclosures about Market Risk

Market risks at September 30, 2024 have not materially changed from those discussed in the Annual Report on Form 10-K for the year ended December 31, 2023 under the heading “Quantitative and Qualitative Disclosures about Market Risk.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2024. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported as and when required, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting

Management has implemented internal controls over significant processes specific to Scibids that we believe are appropriate in the integration of its operations, systems, and control activities. Scibids will be incorporated into our annual assessment of internal controls over financial reporting for our fiscal year ending December 31, 2024.

Except as described above, there were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls and Procedures

Management recognizes that a control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goal under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any legal proceedings that would, either individually or in the aggregate, be expected to have a material adverse effect on our business, financial condition or cash flows. We may, from time to time, be involved in legal proceedings arising in the normal course of business. The outcome of legal proceedings is unpredictable and may have an adverse impact on our business or financial condition.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in the section titled “Risk Factors” in the Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)Recent Sales of Unregistered Securities

Not applicable.

(b)Use of Proceeds

Not applicable.

(c)Issuer Purchases of Equity Securities

The following table summarizes share repurchase activity for the three months ended September 30, 2024:

Total Number of Shares

Maximum Approximate Dollar

Purchased as Part of

Value of Shares that

Total Number of Shares

Average Price Paid

Publicly Announced Plans or

May Yet Be Purchased

Period

Purchased (1)

Per Share (2)

Programs (1)

Under the Plans or Programs (1)

(in thousands)

(in thousands)

(in thousands)

July 1 - 31

1,254

$

19.94

1,254

$

100,000

August 1 - 31

 

 

 

 

100,000

September 1 - 30

 

$

 

$

100,000

Total for the three months ended September 30, 2024

1,254

1,254

(1) On May 16, 2024, the Company announced that its Board of Directors had authorized the repurchase of up to $150 million of the Company’s outstanding common stock under the Repurchase Program. Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion.

(2) Excludes other costs such as broker commissions.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II — OTHER INFORMATION

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2024, the following directors and "officers" (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K). The trading arrangements are intended to satisfy the affirmative defense in Rule 10b5-1(c):

Name

Position

Adoption Date

Total Shares to be Sold

Expiration Date

Nicola T. Allais

Chief Financial Officer

August 9, 2024

160,000

May 15, 2025

Andrew E. Grimmig

Chief Legal Officer

September 2, 2024

250,000

June 13, 2025

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Item 6. Exhibits

Exhibit
No.

    

Description

31.1†

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2†

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1†*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2†*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS†

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH†

XBRL Taxonomy Extension Schema Document

101.CAL†

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†

XBRL Taxonomy Extension Label Linkbase Document

101.PRE†

XBRL Taxonomy Extension Presentation Linkbase Document

104†

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

Filed herewith.

*

Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 6, 2024

DOUBLEVERIFY HOLDINGS, INC.

By:

/s/ Mark Zagorski

Name:

Mark Zagorski

Title:

Chief Executive Officer and Director

(Principal Executive Officer)

By:

/s/ Nicola Allais

Name:

Nicola Allais

Title:

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

36