Annual report pursuant to Section 13 and 15(d)

Schedule I - Condensed Financial Information of Registrant

v3.24.0.1
Schedule I - Condensed Financial Information of Registrant
12 Months Ended
Dec. 31, 2023
Parent Company | Reportable Legal Entities  
Schedule I - Condensed Financial Information of Registrant

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

DoubleVerify Holdings, Inc.

(Parent Company Only)

Condensed Statements of Balance Sheets

(In thousands)

As of December 31, 

(in thousands, except per share data)

    

2023

    

2022

Assets:

Current assets

  

  

Cash and cash equivalents

$

133,127

$

184,693

Total current assets

 

133,127

 

184,693

Investment in subsidiaries

 

635,635

 

507,557

Due from subsidiaries

 

834,370

 

320,220

Total assets

$

1,603,132

$

1,012,470

Liabilities and Stockholder’s Equity:

 

  

 

  

Due to subsidiaries

$

528,930

$

135,396

Accrued expense

 

263

 

215

Total liabilities

529,193

135,611

Stockholders’ equity

 

  

 

  

Common stock, $0.001 par value, 1,000,000 shares authorized, 171,168 shares issued and 171,146 outstanding as of December 31, 2023; 1,000,000 shares authorized, 165,448 shares issued and 165,417 outstanding as of December 31, 2022

 

171

 

165

Additional paid‑in capital

 

878,331

 

756,299

Treasury stock, at cost, 22 shares and 31 shares as of December 31, 2023 and December 31, 2022, respectively

 

(743)

 

(796)

Retained earnings

 

198,983

 

127,517

Accumulated other comprehensive loss, net of income taxes

 

(2,803)

 

(6,326)

Total stockholders’ equity

 

1,073,939

 

876,859

Total liabilities and stockholders’ equity

$

1,603,132

$

1,012,470

See accompanying notes to condensed financial statements.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

DoubleVerify Holdings, Inc.

(Parent Company Only)

Condensed Statements of Operations and Comprehensive Income

(In thousands)

Year Ended December 31, 

(in thousands)

    

2023

    

2022

    

2021

Revenue

$

$

$

Cost of revenue

 

 

 

Product development

 

22,955

 

15,030

 

4,369

Sales, marketing and customer support

 

18,299

 

14,265

 

6,374

General and administrative

 

18,532

 

13,220

 

28,513

Loss from operations

 

(59,786)

 

(42,515)

 

(39,256)

Other (income) expense, net

 

(6,696)

 

(679)

 

996

Equity in pre‑tax earnings of consolidated subsidiaries

 

148,967

 

101,204

 

66,073

Income before income taxes

 

95,877

 

59,368

 

25,821

Income tax expense (benefit)

 

24,411

 

16,100

 

(3,487)

Net income

 

71,466

 

43,268

 

29,308

Foreign currency cumulative translation adjustment

 

3,523

 

(5,555)

 

(1,782)

Total comprehensive income

$

74,989

$

37,713

$

27,526

See accompanying notes to condensed financial statements.

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

DoubleVerify Holdings, Inc.

(Parent Company Only)

Condensed Statements of Cash Flows

(In thousands)

Year Ended December 31, 

(in thousands)

    

2023

    

2022

    

2021

Operating activities:

$

396,748

$

32,394

$

67,294

Investing activities:

Transfer of funds to subsidiaries

 

(457,117)

 

(32,099)

 

(179,825)

Net cash used in investing activities

 

(457,117)

 

(32,099)

 

(179,825)

Financing activities:

 

  

 

  

 

  

Proceeds from common stock issued upon exercise of stock options

 

10,666

 

5,803

 

12,440

Proceeds from common stock issued under employee purchase plan

 

2,723

 

1,734

 

404

Proceeds from issuance of common stock upon initial public offering

269,390

Proceeds from issuance of common stock in connection to concurrent private placement

30,000

Payments for offering costs

(17,214)

Shares repurchased for settlement of employee tax withholdings

(4,586)

(10,244)

(1,802)

Net cash provided by (used in) financing activities

 

8,803

 

(2,707)

 

293,218

Effect of exchange rate changes on cash and cash equivalents

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(51,566)

 

(2,412)

 

180,687

Cash and cash equivalents—Beginning of period

 

184,693

 

187,105

 

6,418

Cash and cash equivalents—End of period

$

133,127

$

184,693

$

187,105

Noncash investing and financing transactions:

 

  

 

  

 

  

Common stock issued in connection with acquisition

$

52,937

$

$

22,526

Treasury stock reissued upon the conversion of Series A preferred stock for common stock

$

$

$

260,686

Stock-based compensation included in capitalized software development costs

$

1,103

$

480

$

Due to consolidated subsidiaries

$

29,659

$

33,500

$

68,940

See accompanying notes to condensed financial statements

SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT

DoubleVerify Holdings, Inc.

(Parent Company Only)

Notes to the Condensed Financial Statements

(In thousands)

1. Organization

DoubleVerify Holdings, Inc. (the “Company”) is one of the industry’s leading media effectiveness platforms that leverages AI to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads.

The Company was incorporated on August 16, 2017, is registered in the state of Delaware and is the parent company of DoubleVerify Midco, Inc. (“MidCo”), which is in turn the parent company of DoubleVerify Inc. On August 18, 2017, DoubleVerify Inc. entered into an agreement and plan of merger (the “Agreement”), whereby the Company and Pixel Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company, agreed to provide for the merger of the Merger Sub with DoubleVerify Inc. pursuant to the terms and conditions of the Agreement.

On the effective date, Merger Sub was merged with and into DoubleVerify Inc. whereupon the separate corporate existence of Merger Sub ceased and DoubleVerify Inc. continued as the surviving corporation.

Through the merger, the Company acquired 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 a holding company that does not conduct any business operations of its own and therefore its assets consist primarily of investments in subsidiaries and cash proceeds from stock option exercises, in accordance with the Company’s stock plan discussed further in Footnote 2, Basis of Presentation and Summary of Significant Accounting Policies, to the Company’s Consolidated Financial Statements. The amounts available to the Company to fulfill cash commitments or to pay cash dividends are also subject to the covenants and distribution restrictions in its subsidiaries’ loan agreements.

2. Basis of Preparation

The accompanying condensed parent company-only financial statements are required in accordance with Rule 5-04 of Regulation S-X. These condensed financial statements have been presented on a standalone basis for the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s financial statements should be read in conjunction with the Company’s annual Consolidated Financial Statements.

3. Income Taxes

The income tax provision of $24.4 million, tax provision of $16.1 million, and tax benefit of $3.5 million for years ended December 31, 2023, 2022 and 2021, respectively, represent the Company’s consolidated income tax expense (benefit) as it relates to the Company’s subsidiaries, which have not been consolidated for this presentation.

4. Distributions

There were no distributions made to DoubleVerify Holdings, Inc. by its subsidiaries, for the years ended December 31, 2023, 2022 and 2021.

5. Long-term debt and credit facilities

As of December 31, 2023 and 2022, DoubleVerify Holdings, Inc. held no debt. Certain subsidiaries of the Company are subject to debt agreements.

For further discussion on the nature and terms of these agreements, refer to Footnote 9, Long-term Debt, to the Company’s Consolidated Financial Statements.

6. Commitments and Contingencies

For a discussion of commitments and contingencies, refer to Footnote 16, Commitments and Contingencies, to the Company’s Consolidated Financial Statements.