DoubleVerify Holdings Inc

Previous wording

For the three months ended June 30, 2024 and June 30, 2023, we generated 91% and 92% of our revenue, respectively, from advertiser customers. For each of the six months ended June 30, 2024 and June 30, 2023, we generated 91% of our revenue from advertiser customers. Advertisers can 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. Advertisers can also 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. 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.

Current wording

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.

Previous wording

For the three months ended June 30, 2024 and June 30, 2023, we generated 9% and 8% of our revenue, respectively, 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 each of the six months ended June 30, 2024 and June 30, 2023, Supply-side revenue comprised 9% of revenue. 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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Interest expense. Interest expense for the three months ended June 30, 2024 and June 30, 2023 consists primarily of debt issuance costs, commitment fees associated with the unused portion of the New Revolving Credit Facility, interest on balances that were outstanding under the New Revolving Credit Facility and interest on finance leases. The New Revolving Credit Facility bears interest at SOFR plus an applicable margin per annum. See “Liquidity and Capital Resources—Debt Obligations.”

Current wording

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.”

Previous wording

Comparison of the Three and Six Months Ended June 30, 2024 and June 30, 2023

Current wording

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

Previous wording

Total revenue increased by $22.1 million, or 17%, from $133.7 million in the three months ended June 30, 2023 to $155.9 million in the three months ended June 30, 2024. Total revenue increased by $40.3 million, or 16%, from $256.3 million in the six months ended June 30, 2023 to $296.7 million in the six months ended June 30, 2024.

Current wording

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.

Previous wording

Total Advertiser revenue increased by $19.4 million, or 16%, in the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, driven primarily by an 22% increase in Media Transactions Measured, partially offset by a 5% decrease in Measured Transaction Fees. Total Advertiser revenue increased by $36.7 million, or 16%, in the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, driven primarily by an 20% increase in Media Transactions Measured, partially offset by a 4% decrease in Measured Transaction Fees.

Current wording

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.

Previous wording

Activation revenue increased by $9.5 million, or 12%, in the three months ended June 30, 2024 as compared to the three months ended June 30, 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 six months ended June 30, 2024, Activation revenue increased by $19.0 million, or 13%, compared to the same period in 2023 driven by the same factors.

Current wording

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.

Previous wording

Measurement revenue increased $9.8 million, or 22%, in the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, driven primarily by the increased adoption of our social measurement solutions by existing and new customers both within and outside the United States. For the six months ended June 30, 2024, Measurement revenue increased by $17.7 million, or 21%, compared to the same period in 2023 driven by the same factors.

Current wording

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.

Previous wording

Supply-side revenue increased $2.8 million, or 26%, in the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, driven primarily by increased revenue from platform customers. For the six months ended June 30, 2024, Supply-side revenue increased by $3.7 million, or 17%, compared to the same period in 2023 driven by the same factors.

Current wording

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.

Previous wording

Cost of revenue decreased by $0.1 million, or less than 1%, from $26.2 million in the three months ended June 30, 2023 to $26.1 million in the three months ended June 30, 2024. The decrease was primarily due to 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, partially offset by growth in Activation revenue which drove increases in partner costs from revenue-sharing arrangements. Cost of revenue increased by $2.6 million, or 5%, from $50.1 million in the six months ended June 30, 2023 to $52.7 million in the six months ended June 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.

Current wording

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.

Previous wording

Product development expenses increased by $7.9 million, or 25%, from $31.9 million in the three months ended June 30, 2023 to $39.8 million in the three months ended June 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $6.6 million, and an increase in third-party software costs and professional fees of $1.6 million primarily to support product development efforts. Product development expenses increased by $15.7 million, or 26%, from $60.5 million in the six months ended June 30, 2023 to $76.2 million in the six months ended June 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $12.9 million, and an increase in third-party software costs and professional fees of $2.8 million primarily to support product development efforts.

Current wording

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.

Previous wording

Sales, marketing and customer support expenses increased by $13.3 million, or 42%, from $31.5 million in the three months ended June 30, 2023 to $44.9 million in the three months ended June 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation and sales commissions, of $9.9 million, an increase in marketing activities, including advertising, promotions, events and other activities of $0.7 million, and an increase in personnel travel and entertainment expenses to support marketing and sales activities of $1.3 million. Sales, marketing and customer support expenses increased by $25.5 million, or 45%, from $57.2 million in the six months ended June 30, 2023 to $82.7 million in the six months ended June 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation and sales commissions, of $19.6 million, an increase in marketing activities, including advertising, promotions, events and other activities of $1.0 million, and an increase in personnel travel and entertainment expenses to support marketing and sales activities of $2.1 million.

Current wording

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.

Previous wording

General and administrative expenses increased by $3.3 million, or 17%, from $19.8 million in the three months ended June 30, 2023 to $23.1 million in the three months ended June 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $3.7 million, partially offset by a reduction in general corporate insurance costs of $0.3 million. General and administrative expenses increased by $5.2 million, or 13%, from $39.9 million in the six months ended June 30, 2023 to $45.1 million in the six months ended June 30, 2024. The increase was primarily due to an increase in personnel costs, including stock-based compensation, of $6.4 million, partially offset by a reduction in general corporate insurance costs of $0.9 million.

Current wording

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.

Previous wording

Depreciation and amortization increased by $1.3 million, or 14%, from $9.7 million in the three months ended June 30, 2023, to $11.0 million in the three months ended June 30, 2024. The increase was primarily due to an increase in intangible assets related to the acquisition of Scibids. Depreciation and amortization increased by $3.3 million, or 18%, from $18.7 million in the six months ended June 30, 2023, to $21.9 million in the six months ended June 30, 2024. The increase was primarily due to an increase in intangible assets related to the acquisition of Scibids.

Current wording

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.

Previous wording

Interest expense was materially unchanged at $0.2 million in the three months ended June 30, 2023 and $0.2 million in the three months ended June 30, 2024. Interest expense was materially unchanged at $0.5 million in the six months ended June 30, 2023 and $0.5 million in the six months ended June 30, 2024.

Current wording

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.

Previous wording

Other income, net decreased by $0.4 million, from income of $2.5 million in the three months ended June 30, 2023 to income of $2.1 million in the three months ended June 30, 2024. The decrease was primarily due to an increase in losses from changes in foreign exchange rates, partially offset by an increase in interest earned on interest-bearing monetary assets. Other income, net decreased by $0.9 million, from income of $5.2 million in the six months ended June 30, 2023 to income of $4.3 million in the six months ended June 30, 2024. The decrease was primarily due to an increase in losses from changes in foreign exchange rates, partially offset by an increase in interest earned on interest-bearing monetary assets.

Current wording

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.

Previous wording

Income tax expense increased by $1.4 million from a $4.0 million expense in the three months ended June 30, 2023 to a $5.4 million expense in the three months ended June 30, 2024. The increase was primarily due to an increase in permanent book-to-tax income adjustments. Income tax expense decreased by $2.4 million from a $9.5 million expense in the six months ended June 30, 2023 to a $7.2 million expense in the six months ended June 30, 2024. The decrease was primarily due to a decrease in pre-tax book income and permanent book-to-tax income adjustments.

Current wording

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.

Previous wording

Our operations are financed primarily through cash generated from operations. As of June 30, 2024, we had cash and cash equivalents of $256.1 million and net working capital, consisting of current assets (excluding cash and cash equivalents) less current liabilities, of $224.0 million.

Current wording

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.

Previous wording

We believe existing cash and cash generated from operations, together with the $150.0 million undrawn balance under the New Revolving Credit Facility as of June 30, 2024, will be sufficient to meet working capital and capital expenditure requirements on a short-term and long-term basis.

Current wording

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.

Previous wording

During the three months ended June 30, 2024, the Company repurchased 1.4 million shares of its common stock for an aggregate repurchase amount of $25.0 million.

Current wording

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.

Previous wording

In July 2024, the Company repurchased 1.3 million shares of its common stock for an aggregate repurchase amount of $25.0 million. As of July 30, 2024, $100.0 million remained available and authorized for repurchase under the Repurchase Program.

Current wording

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.

Previous wording

For the six months ended June 30, 2024, cash provided by operating activities was $67.7 million, attributable to net income of $14.6 million, adjusted for non-cash charges of $60.9 million and $7.9 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $21.9 million in depreciation and amortization and $45.0 million in stock-based compensation, offset by $11.5 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $0.8 million increase in trade receivables, prepaid expenses and other assets due mainly to increases in prepayments, and a $7.1 million decrease in trade payables, accrued expenses and other liabilities primarily related to the timing of income tax payments.

Current wording

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.

Previous wording

For the six months ended June 30, 2023, cash provided by operating activities was $32.2 million, attributable to net income of $25.0 million, adjusted for non-cash charges of $36.4 million and $29.2 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $18.7 million in depreciation and amortization and $27.0 million in stock-based compensation, offset by $16.6 million in deferred taxes. The main drivers of the changes in operating assets and liabilities were a $23.4 million increase in trade receivables, prepaid assets and other assets due mainly to increases in sales and prepayments, and a $5.9 million decrease in trade payables, accrued expenses and other liabilities primarily related to income tax payments.

Current wording

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.

Previous wording

For the six months ended June 30, 2024, cash used in investing activities was $95.5 million, including $81.9 million attributable to investments in short-term financial instruments and $13.6 million attributable to purchases of property, plant and equipment, and capitalized software development costs. For the six months ended June 30, 2023, cash used in investing activities of $7.7 million was attributable to purchases of property, plant and equipment, and capitalized software development costs.

Current wording

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.

Previous wording

For the six months ended June 30, 2024, cash used in financing activities of $24.6 million was primarily due to $25.0 million related to shares repurchased under the Repurchase Program. For the six months ended June 30, 2023, cash provided by financing activities of $3.1 million was primarily due to $5.8 million proceeds from common stock issued upon exercise of stock options, offset by $2.8 million related to shares repurchased for settlement of employee tax withholding.

Current wording

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.