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 June 30, ~~2021~~2022

☐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)

~~233 Spring~~160 Varick Street,Suite 03-120

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 July 26, ~~2021,~~2022, there were ~~157,851,204~~164,035,226 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

Table of Contents

Note About 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,” “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 ~~final prospectus, dated April 20,~~Annual Report on Form 10-K, for the year ended December 31, 2021 and filed with the Securities and Exchange Commission (“SEC”), pursuant to ~~Rule 424(b)(4)~~Section 13 or 15(d) under the Securities Act, on ~~April 22, 2021 (the “Prospectus”),~~March 8, 2022, 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 ~~the following discussion and analysis.~~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.~~Report and in the Annual Report on Form 10-K for the year ended December 31, 2021. We undertake no obligation to publicly update or revise 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 ~~Safety,~~Suitability,” “DV Pinnacle” and other trademarks of ours appearing in this report are our property and we deem 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. DoubleVerify Holdings, Inc. and its subsidiary DoubleVerify MidCo, Inc. changed their names from Pixel Group Holdings Inc. and Pixel Parent Inc., respectively, prior to the date of this report. All references to DoubleVerify Holdings, Inc. and DoubleVerify MidCo, Inc. are to these entities both prior to and after the name changes.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	As of		As of		As of		As of
(in thousands, except per share data)	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Assets:
Current assets
Cash and cash equivalents	$	330,355	$	33,354	$	223,738	$	221,591
Trade receivables, net of allowances for doubtful accounts of $6,889 and $7,049 as of June 30, 2021 and December 31, 2020 respectively		85,555		94,677
Trade receivables, net of allowances for doubtful accounts of $7,961 and $6,527 as of June 30, 2022 and December 31, 2021, respectively						142,152		122,938
Prepaid expenses and other current assets		14,106		13,904		20,624		23,295
Total current assets		430,016		141,935		386,514		367,824
Property, plant and equipment, net		17,572		18,107		24,958		17,575
Operating lease right-of-use assets, net						75,613		—
Goodwill		227,349		227,349		339,489		350,560
Intangible assets, net		112,780		121,710		147,612		153,395
Deferred tax assets		82		82		60		60
Other non-current assets		2,303		2,151		1,771		2,780
Total assets	$	790,102	$	511,334	$	976,017	$	892,194
Liabilities and Stockholders' Equity:
Current liabilities
Trade payables	$	4,122	$	3,495	$	6,035	$	3,853
Accrued expense		25,460		25,419		27,431		41,456
Operating lease liabilities, current						5,266		—
Income tax liabilities		670		1,277		1,182		1,321
Current portion of capital lease obligations		2,021		1,515
Contingent considerations current		1,717		1,198
Current portion of finance lease obligations						2,045		1,970
Contingent considerations, current						—		1,717
Other current liabilities		2,101		1,116		6,025		6,716
Total current liabilities		36,091		34,020		47,984		57,033
Long-term debt		—		22,000
Capital lease obligations		3,618		3,447
Operating lease liabilities, non-current						75,861		—
Finance lease obligations						1,598		2,579
Deferred tax liabilities		28,243		31,418		26,239		30,307
Other non-current liabilities		2,734		3,292		3,000		3,209
Contingent considerations non-current		—		462
Total liabilities	$	70,686	$	94,639	$	154,682	$	93,128
Commitments and contingencies (Note 13)
Stockholders’ equity
Common stock, $0.001 par value, 1,000,000 shares authorized, 157,768 shares issued and outstanding as of June 30, 2021; 700,000 shares authorized, 140,222 shares issued and 125,074 shares outstanding as of December 31, 2020		158		140
Preferred stock, $0.01 par value, 100,000 shares authorized and 0 shares issued and outstanding as of June 30, 2021 and 61,006 shares authorized, issued, and outstanding as of December 31, 2020. Liquidation preference: $350,000 as of December 31, 2020		—		610
Common stock, $0.001 par value, 1,000,000 shares authorized, 164,133 shares issued and 163,850 outstanding as of June 30, 2022; 1,000,000 shares authorized, 162,347 shares issued and 162,297 shares outstanding as of December 31, 2021						164		162
Additional paid-in capital		670,674		620,679		737,574		717,228
Treasury stock, at cost, 0 shares and 15,146 shares as of June 30, 2021 and December 31, 2020, respectively		—		(260,686)
Treasury stock, at cost, 283 shares and 50 shares as of June 30, 2022 and December 31, 2021, respectively						(7,546)		(1,802)
Retained earnings		48,017		54,941		99,118		84,249
Accumulated other comprehensive income, net of income taxes		567		1,011
Accumulated other comprehensive loss, net of income taxes						(7,975)		(771)
Total stockholders’ equity		719,416		416,695		821,335		799,066
Total liabilities and stockholders' equity	$	790,102	$	511,334	$	976,017	$	892,194

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

Table of Contents

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) ~~INCOME~~ (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2021		2020		2021		2020		2022		2021		2022		2021
Revenue	$	76,524	$	53,020	$	144,110	$	104,239	$	109,805	$	76,524	$	206,528	$	144,110
Cost of revenue (exclusive of depreciation and amortization shown separately below)		12,291		7,655		22,494		14,965		18,836		12,291		35,713		22,494
Product development		15,120		10,906		29,299		21,237		23,222		15,120		44,810		29,299
Sales, marketing and customer support		19,580		12,833		35,114		25,152		24,733		19,580		51,417		35,114
General and administrative		32,017		8,262		43,852		18,958		21,529		32,017		41,204		43,852
Depreciation and amortization		7,440		6,146		14,497		12,080		8,317		7,440		17,357		14,497
(Loss) income from operations		(9,924)		7,218		(1,146)		11,847
Income (loss) from operations										13,168		(9,924)		16,027		(1,146)
Interest expense		297		936		687		2,100		223		297		455		687
Other expense (income), net		49		198		—		(122)
(Loss) income before income taxes		(10,270)		6,084		(1,833)		9,869
Other expense, net										145		49		191		—
Income (loss) before income taxes										12,800		(10,270)		15,381		(1,833)
Income tax expense		2,298		2,006		5,091		3,351		2,510		2,298		512		5,091
Net (loss) income	$	(12,568)	$	4,078	$	(6,924)	$	6,518
(Loss) earnings per share:
Net income (loss)									$	10,290	$	(12,568)	$	14,869	$	(6,924)
Earnings (loss) per share:
Basic	$	(0.08)	$	0.03	$	(0.05)	$	0.05	$	0.06	$	(0.08)	$	0.09	$	(0.05)
Diluted	$	(0.08)	$	0.03	$	(0.05)	$	0.04	$	0.06	$	(0.08)	$	0.09	$	(0.05)
Weighted-average common stock outstanding:
Basic		149,596		139,756		137,355		139,748		163,610		149,596		163,114		137,355
Diluted		149,596		146,541		137,355		146,927		170,223		149,596		170,359		137,355
Comprehensive (loss) income:
Net (loss) income	$	(12,568)	$	4,078	$	(6,924)	$	6,518
Other comprehensive (loss) income:
Comprehensive income (loss):
Net income (loss)									$	10,290	$	(12,568)	$	14,869	$	(6,924)
Other comprehensive income (loss):
Foreign currency cumulative translation adjustment		355		231		(444)		78		(5,634)		355		(7,204)		(444)
Total comprehensive (loss) income	$	(12,213)	$	4,309	$	(7,368)	$	6,596
Total comprehensive income (loss)									$	4,656	$	(12,213)	$	7,665	$	(7,368)

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

Table of Contents

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Accumulated



Other

Comprehensive

Additional

Income (Loss)

Total

Common Stock

Preferred Stock

Treasury Stock

Paid-in

Retained

Net of

Stockholders’
(in thousands)

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Earnings

Income Taxes

Equity
Balance as of January 1, 2021

140,222

$
140

61,006

$
610

15,146

$
(260,686)

$
620,679

$
54,941

$
1,011

$
416,695
Foreign currency translation adjustment

—

—

—

—

—

—

—

—

(799)

(799)
Stock-based compensation expense

—

—

—

—

—

—

2,538

—

—

2,538
Common stock issued upon exercise of stock options

180

—

—

—

—

—

538

—

—

538
Net income

—

—

—

—

—

—

—

5,644

—

5,644
Balance as of March 31, 2021

140,402

$
140

61,006

$
610

15,146

$
(260,686)

$
623,755

$
60,585

$
212

$
424,616
Foreign currency translation adjustment

—

—

—

—

—

—

—

—

355

355
Stock-based compensation expense

—

—

—

—

—

—

4,714

—

—

4,714
Common stock issued upon exercise of stock options

871

2

—

—

—

—

2,907

—

—

2,909
RSU vested

217

—

—

—

—

—

—

—

—

—
Conversion of Series A preferred stock to common stock in connection with initial public offering

5,190

5

(61,006)

(610)

(15,146)

260,686

(260,081)

—

—

—
Issuance of common stock in connection with initial public offering

9,977

10

—

—

—

—

269,380

—

—

269,390
Issuance of common stock in connection with the private placement concurrent with the initial public offering

1,111

1

—

—

—

—

29,999

—

—

30,000
Net loss

—

—

—

—

—

—

—

(12,568)

—

(12,568)
Balance as of June 30, 2021

157,768

$
158

—

$
—

—

$
—

$
670,674

$
48,017

$
567

$
719,416

Balance as of January 1, 2020

139,721

$
140

—

$
—

—

$
—

$
283,457

$
34,488

$
(67)

$
318,018
Foreign currency translation adjustment

—

—

—

—

—

—

—

—

(153)

(153)
Stock-based compensation expense

—

—

—

—

—

—

802

—

—

802
Common stock issued upon exercise of stock options

32

—

—

—

—

—

70

—

—

70
Net income

—

—

—

—

—

—

—

2,440

—

2,440
Balance as of March 31, 2020

139,753

$
140

—

$
—

—

$
—

$
284,329

$
36,928

$
(220)

$
321,177
Foreign currency translation adjustment

—

—

—

—

—

—

—

—

231

231
Stock-based compensation

—

—

—

—

—

—

1,140

—

—

1,140
Common stock issued upon exercise of stock options

58

—

—

—

—

—

51

—

—

51
Net income

—

—

—

—

—

—

—

4,078

—

4,078
Balance as of June 30, 2020

139,811

$
140

—

$
—

—

$
—

$
285,520

$
41,006

$
11

$
326,677


														Accumulated
														Other
														Comprehensive
										Additional				Income (Loss)		Total
	Common Stock			Preferred Stock			Treasury Stock			Paid-in		Retained		Net of		Stockholders’
(in thousands)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Earnings		Income Taxes		Equity
Balance as of January 1, 2022	162,347	$	162	—	$	—	50	$	(1,802)	$	717,228	$	84,249	$	(771)	$	799,066
Foreign currency translation adjustment	—		—	—		—	—		—		—		—		(1,570)		(1,570)
Shares repurchased for settlement of employee tax withholdings	—		—	—		—	41		(1,058)		—		—		—		(1,058)
Stock-based compensation expense	—		—	—		—	—		—		10,994		—		—		10,994
Common stock issued to non-employees	4		—	—		—	—		—		—		—		—		—
Common stock issued upon exercise of stock options	572		1	—		—	—		—		1,677		—		—		1,678
Common stock issued upon vesting of restricted stock units	195		—	—		—	—		—		—		—		—		—
Net income	—		—	—		—	—		—		—		4,579		—		4,579
Balance as of March 31, 2022	163,118	$	163	—	$	—	91	$	(2,860)	$	729,899	$	88,828	$	(2,341)	$	813,689
Foreign currency translation adjustment	—		—	—		—	—		—		—		—		(5,634)		(5,634)
Shares repurchased for settlement of employee tax withholdings	—		—	—		—	320		(8,133)		—		—		—		(8,133)
Stock-based compensation expense	—		—	—		—	—		—		9,517		—		—		9,517
Common stock issued under employee purchase plan	41		—	—		—	—		—		768		—		—		768
Common stock issued upon exercise of stock options	176		—	—		—	—		—		838		—		—		838
Common stock issued upon vesting of restricted stock units	798		1	—		—	—		—		(1)		—		—		—
Treasury stock reissued upon settlement of equity awards	—		—	—		—	(128)		3,447		(3,447)		—		—		—
Net income	—		—	—		—	—		—		—		10,290		—		10,290
Balance as of June 30, 2022	164,133	$	164	—	$	—	283	$	(7,546)	$	737,574	$	99,118	$	(7,975)	$	821,335

Balance as of January 1, 2021	140,222	$	140	61,006	$	610	15,146	$	(260,686)	$	620,679	$	54,941	$	1,011	$	416,695
Foreign currency translation adjustment	—		—	—		—	—		—		—		—		(799)		(799)
Stock-based compensation expense	—		—	—		—	—		—		2,538		—		—		2,538
Common stock issued upon exercise of stock options	180		—	—		—	—		—		538		—		—		538
Net income	—		—	—		—	—		—		—		5,644		—		5,644
Balance as of March 31, 2021	140,402	$	140	61,006	$	610	15,146	$	(260,686)	$	623,755	$	60,585	$	212	$	424,616
Foreign currency translation adjustment	—		—	—		—	—		—		—		—		355		355
Stock-based compensation expense	—		—	—		—	—		—		4,714		—		—		4,714
Common stock issued upon exercise of stock options	871		2	—		—	—		—		2,907		—		—		2,909
Common stock issued upon vesting of restricted stock units	217		—	—		—	—		—		—		—		—		—
Conversion of Series A preferred stock to common stock	5,190		5	(61,006)		(610)	(15,146)		260,686		(260,081)		—		—		—
Issuance of common stock upon initial public offering	9,977		10	—		—	—		—		269,380		—		—		269,390
Private placement stock issuance concurrent with initial public offering	1,111		1	—		—	—		—		29,999		—		—		30,000
Net loss	—		—	—		—	—		—		—		(12,568)		—		(12,568)
Balance as of June 30, 2021	157,768	$	158	—	$	—	—	$	—	$	670,674	$	48,017	$	567	$	719,416

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

Table of Contents

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended

June 30,
(in thousands)

2021

2020
Operating activities:




Net (loss) income

$
(6,924)

$
6,518
Adjustments to reconcile net (loss) income to net cash provided by operating activities

Bad debt expense

199

1,748
Depreciation and amortization expense

14,496

12,080
Amortization of debt issuance costs

147

142
Accretion of acquisition liabilities

—

36
Deferred taxes

(3,175)

(3,096)
Stock-based compensation expense

7,252

1,942
Interest expense (income)

9

(42)
Change in fair value of contingent consideration

57

(899)
Offering costs

21,801

1,058
Other

62

621
Changes in operating assets and liabilities net of effect of business combinations

Trade receivables

8,518

(47)
Prepaid expenses and other current assets

(284)

855
Other non-current assets

(299)

3
Trade payables and other liabilities

541

2,057
Accrued expenses

121

(2,978)
Other current liabilities

827

(2,680)
Other non-current liabilities

(1,120)

148
Net cash provided by operating activities

42,228

17,466
Investing activities:

Purchase of property, plant and equipment

(3,513)

(4,562)
Net cash (used in) investing activities

(3,513)

(4,562)
Financing activities:




Payments of long-term debt

(22,000)

(189)
Deferred payment related to Leiki acquisition

—

(2,033)
Deferred payment related to Zentrick acquisition

(50)

(50)
Payment of contingent consideration related to Zentrick acquisition

—

(601)
Proceeds from common stock issued upon exercise of stock options

3,447

121
Proceeds from issuance of common stock upon initial public offering

269,390

—
Proceeds from issuance of common stock in connection with concurrent private placement

30,000

—
Payments related to offering costs

(21,708)

(1,107)
Capital lease payments

(804)

(874)
Net cash provided by (used in) financing activities

258,275

(4,733)
Effect of exchange rate changes on cash and cash equivalents and restricted cash

13

(80)
Net increase in cash, cash equivalents, and restricted cash

297,003

8,091
Cash, cash equivalents, and restricted cash - Beginning of period

33,395

11,342
Cash, cash equivalents, and restricted cash - End of period

$
330,398

$
19,433

Cash and cash equivalents

330,355

19,038
Restricted cash (included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)

43

395
Total cash and cash equivalents and restricted cash

$
330,398

$
19,433
Supplemental cash flow information:




Cash paid for taxes

3,305

7,777
Cash paid for interest

525

1,654
Non-cash investing and financing activities:




Conversion of Series A preferred stock to common stock in connection with the initial public offering

610

—
Treasury stock reissued upon the conversion of Series A preferred stock to common stock

260,686

—
Acquisition of equipment under capital lease

1,518

973
Capital assets financed by accounts payable

—

76
Offering costs included in accounts payable and accrued expense

89

100


	Six Months Ended
	June 30,
(in thousands)	2022		2021
Operating activities:
Net income (loss)	$	14,869	$	(6,924)
Adjustments to reconcile net income to net cash provided by operating activities
Bad debt expense		1,997		199
Depreciation and amortization expense		17,357		14,496
Amortization of debt issuance costs		147		147
Non-cash lease expense		3,882		—
Deferred taxes		(3,974)		(3,175)
Stock-based compensation expense		20,253		7,252
Interest expense		72		9
Loss on disposal of fixed assets		1,345		—
Impairment of long-lived assets		1,510		—
Change in fair value of contingent consideration		—		57
Offering costs		—		21,801
Other		(302)		62
Changes in operating assets and liabilities net of effect of business combinations
Trade receivables		(21,942)		8,518
Prepaid expenses and other assets		(949)		(583)
Trade payables		2,262		541
Accrued expenses and other liabilities		(9,978)		(172)
Net cash provided by operating activities		26,549		42,228
Investing activities:
Purchase of property, plant and equipment		(13,606)		(3,513)
Net cash (used in) investing activities		(13,606)		(3,513)
Financing activities:
Payments of long-term debt		—		(22,000)
Deferred payment related to Zentrick acquisition		—		(50)
Payment of contingent consideration related to Zentrick acquisition		(3,247)		—
Proceeds from common stock issued upon exercise of stock options		2,516		3,447
Proceeds from common stock issued under employee purchase plan		768		—
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 related to offering costs		(6)		(21,708)
Finance lease payments		(907)		(804)
Shares repurchased for settlement of employee tax withholdings		(9,191)		—
Net cash (used in) provided by financing activities		(10,067)		258,275
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(738)		13
Net increase in cash, cash equivalents, and restricted cash		2,138		297,003
Cash, cash equivalents, and restricted cash - Beginning of period		221,725		33,395
Cash, cash equivalents, and restricted cash - End of period	$	223,863	$	330,398

Cash and cash equivalents		223,738		330,355
Restricted cash (included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)		125		43
Total cash and cash equivalents and restricted cash	$	223,863	$	330,398
Supplemental cash flow information:
Cash paid for taxes		1,161		3,305
Cash paid for interest		282		525
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments		79,565		—
Acquisition of equipment under finance lease		—		1,518
Offering costs included in accounts payable and accrued expense		—		89
Conversion of Series A preferred stock to common stock		—		610
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		258		—

See accompanying Notes to unaudited Condensed Consolidated Financial Statements.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

1. Description of Business

DoubleVerify Holdings, Inc. (the “Company”) is a leading software platform for digital media measurement ~~data~~ and analytics. Our mission is to create stronger, safer, more secure digital transactions that drive optimal outcomes for global advertisers. Through our software platform and the metrics it provides, we help preserve the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers ~~with a single measure of digital ad~~unbiased data analytics that enable advertisers to increase the effectiveness, quality and ~~effectiveness, the~~return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which ~~ensures that~~measures whether a digital ad was delivered in a ~~brand-safe~~brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, ~~provides~~delivers these metrics to our customers ~~with~~in real time, allowing them to access tocritical performance data on ~~all of~~ their digital ~~ads and enables them to make changes to their ad strategies on a real-time basis.~~transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, ~~Connected TV (“CTV”),~~ 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~~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 ~~formerly known as Pixel Group Holdings, Inc.~~ and Pixel Merger Sub, Inc. (“Merger Sub”), a ~~wholly owned~~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~~“Business Combinations.”

The Company is headquartered in New York, New York and has ~~wholly owned~~wholly-owned subsidiaries in numerous jurisdictions including Israel, the United Kingdom, Germany, Singapore, Australia, Canada, Brazil, Belgium, Mexico, France, Japan, Spain, and Finland, and operates in 1 reportable segment.

~~On April 23 2021, the Company completed an initial public offering of its common stock (“IPO”). See Footnote 12, Stockholders’ Equity.~~

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 June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) ~~Income~~ for the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 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 as of~~consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, ~~2020 and 2019 and for the years then ended and the accompanying notes thereto included in the Company’s Prospectus.~~2021.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

~~On March 29,~~In the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021, the Company ~~effected~~changed the presentation in describing the changes in operating assets and liabilities by combining the lines for Accrued expenses, Other current liabilities, and Other non-current liabilities into a 1~~-for-3 reverse stock split (‘‘reverse stock split’’) of its outstanding common stock, par value $0.001 per share (“common stock”),~~single line item. The Company further combined Prepaid expenses and other current assets and Other non-current assets into a ~~proportional adjustment~~single line item. Both the original and new presentations are in accordance with the applicable financial reporting framework and the change was applied retrospectively solely to enhance the existing conversion ratio of its then-outstanding Series A Preferred Stock, par value $0.01 per share (“preferred stock”). Accordingly, all share and per share amounts for all periods presented in thesecomparability with the current Condensed Consolidated ~~Financial~~ Statements ~~and notes thereto, have been adjusted retrospectively, where applicable, to reflect this reverse stock split.~~of Cash Flows.

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 ~~include,~~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.

Recently Adopted Accounting Pronouncements

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU No. 2016-02”). This guidance amends the existing accounting considerations and treatments for leases through the creation of Topic 842, Leases, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from such leases.

In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, (“ASU No. 2018-10”) to further clarify, correct and consolidate various areas previously discussed in ASU 2016-02. The FASB also issued ASU No. 2018-11, Leases: Targeted Improvements (“ASU 2018-11”) to provide entities another option for transition and lessors with a practical expedient. The transition option allows entities to not apply ASU No. 2016-02 in comparative periods in the financial statements in the year of adoption. The practical expedient offers an option to not separate non-lease components from the associated lease components when certain criteria are met.

The amendments in ASU No. 2016-02, ASU No. 2018-10 and ASU No. 2018-11 are effective for fiscal years beginning after December 15, 2021, for non-public entities and interim periods within fiscal years beginning after December 15, 2022, and allow for modified retrospective adoption with early adoption permitted. The Company adopted the amendments on January 1, 2022 using the modified retrospective approach and elected the transition relief package of practical expedients by applying previous accounting conclusions under ASC 840 to all leases that existed prior to the transition date. There was no impact to retained earnings upon the adoption of ASC 842. As a result of the adoption, the Company did not reassess 1) whether existing or expired contracts contain leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company did not elect the practical expedient to use hindsight in determining a lease term and impairment of the ROU assets at the adoption date. Additionally, the Company did not separate lease components from non-lease components for the specified asset classes. Furthermore, the Company did not apply the recognition requirements under ASC 842 to short-term leases, generally defined as a lease term of less than one year.

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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 Company has operating and financing leases for corporate offices, data centers, and certain equipment. The leases have remaining lease terms ranging from lessthan one year to seventeen years, some of which include the options to extend the leases, and some of which include the options to terminate the leases. Upon adoption, extension and termination options were not considered in the calculation of the ROU assets and lease liabilities as the Company determined it was not reasonably certain that it will exercise those options.

The Company determines if an arrangement is a lease at inception and does not recognize an ROU asset or lease liability with a term shorter than 12 months. An ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are to be recognized at commencement date based on the present value of lease payments not yet paid over the lease term. As the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments not yet paid. The incremental borrowing rate for United States dollar denominated leases was calculated by considering current market yields and the Company’s existing debt rates to determine a yield. In order to assess a premium or discount for the lease tenor and develop an incremental borrowing rate curve, the analysis compared the Company’s existing debt yield to the appropriate market yield curve corresponding to the Company’s secured rating. The curve one notch higher was used as the incremental borrowing rate focuses on secured borrowing rates, which tend to carry higher credit ratings when issued. The corporate yield curve was adjusted based on the Company’s implied incremental borrowing rate premium or discount at each tenor to reach a concluded incremental borrowing rate curve. Using the calculated United States dollar incremental borrowing rate, the international incremental borrowing rates were determined by adjusting for specific country risk.

The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in Operating lease right-of-use assets, net, and Operating lease liabilities, current and noncurrent, within the accompanying Condensed Consolidated Balance Sheets. Finance leases, formerly known as (“f/k/a”) capital leases, are included in Property, plant and equipment, net, Current portion of finance lease obligations, and Finance lease obligations within the accompanying Condensed Consolidated Balance Sheets. Refer to Note 7, Leases, for further information.

Recently Issued Accounting Pronouncements

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards.

Financial Instruments - Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which is intended to provide more decision-useful information about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to accounts receivable. ~~This guidance is~~

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

In March 2022, the FASB issued Accounting Standards Update No. 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases.

ASU No. 2016-13 and ASU No. 2022-02 are effective for annual reporting periods beginning after December 15, 2022 for non-public entities, including interim periods within that reporting period. Early adoption is permitted and the update allows for a modified retrospective method of adoption. The Company is currently in ~~process of evaluating~~ the ~~impact of this standard on the Company’s Condensed Consolidated Financial Statements.~~

~~Cloud Computing~~

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract~~ ~~(“ASU 2018-15”). This update was issued to align the requirements forcapitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs~~incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The amendments in ASU 2018-15 are effective for annual periods beginning after December 15, 2020 for non-public entities, and interim periods within annual periods beginning after December 15, 2021. The update allows for a retrospective or prospective method of adoption. The Company is currently in process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements.

~~DoubleVerify Holdings, Inc.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in thousands, except per share data, unless otherwise stated)~~

~~Leases~~

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases Topic 842~~ ~~(“ASU 2016-02”). The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC 840~~~~, Leases~~. ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. In July 2018, FASB issued ASU No. 2018-10, ~~Codification Improvements to Topic 842, Leases,~~ ~~("ASU No. 2018-10") to further clarify, correct and consolidate various areas previously discussed in ASU 2016-02. FASB also issued ASU No. 2018-11,~~ ~~Leases: Targeted Improvements~~ ("ASU 2018-11") to provide entities another option for transition and lessors with a practical expedient. The transition option allows entities to not apply ASU No. 2016-02 in comparative periods in the financial statements in the year of adoption. The amendments in ASU No. 2016-02, ASU No. 2018-10 and ASU No. 2018-11 are effective for fiscal years beginning after December 15, 2021 for non-public entities and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently in process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 issued guidance on the accounting for income taxes that, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. For non-public entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Certain amendments included in the update allows for a retrospective, modified retrospective, or prospective ~~methods~~method of adoption. The ~~adoption~~Company is currently in the process of evaluating the impact of this ~~guidance~~standard and its adoption is not expected to have a material impact on the Company’s Condensed Consolidated Financial Statements.

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). Under ASU 2022-03, a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. This guidance also requires certain disclosures for equity securities that are subject to contractual restrictions. For public entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For non-public entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued and the amendments should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. 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 number of ads measured for ~~Direct~~Measurement (f/k/a Advertiser – direct) or measured and purchased for ~~Programmatic,~~Activation (f/k/a Advertiser – programmatic) and supply-side customers, where revenue is generated based on contracts with minimum guarantees or contracts that contain overages after minimum guarantees are achieved.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

Disaggregated revenue by customer type is as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
(in thousands)	2021		2020		2021		2020		2022		2021		2022		2021
Advertiser - direct	$	31,662	$	23,707	$	59,203	$	45,894
Advertiser - programmatic		37,880		24,128		71,792		47,979
Measurement (f/k/a Advertiser - direct)									$	38,903	$	31,662	$	72,737	$	59,203
Activation (f/k/a Advertiser - programmatic)										60,495		37,880		113,526		71,792
Supply-side customer		6,982		5,185		13,115		10,366		10,407		6,982		20,265		13,115
Total revenue	$	76,524	$	53,020	$	144,110	$	104,239	$	109,805	$	76,524	$	206,528	$	144,110

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 ~~$26.6~~$39.4 million and ~~$44.9~~$55.7 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

4.Business Combinations

OpenSlate

On November 22, 2021, the Company acquired Outrigger Media, Inc. (d/b/a “OpenSlate”), a leading independent pre-campaign contextual targeting platform for social video and CTV for a total purchase price of $148.2 million, net of cash acquired, which includes working capital adjustments of $0.8 million.

The Company prepared an initial determination of the fair value of the assets acquired and liabilities assumed as of the acquisition date using preliminary information. The Company has recognized measurement period adjustments to the purchase consideration and the allocation of the fair value of certain assets and liabilities assumed as a result of further refinements in the Company’s estimates. The effect of these adjustments on the preliminary purchase price allocation was an increase to Intangible assets, net of $7.7 million, an increase to the purchase consideration of $0.8 million resulting from working capital adjustments, and an increase to Accrued expense of less than $0.1 million, which were recorded during the six months ended June 30, 2022. The corresponding impact was recorded to Goodwill on the Condensed Consolidated Balance Sheets. The impact to the Condensed Consolidated Statements of Operations and Comprehensive Income as result of these adjustments recognized during the reporting period were immaterial.

The acquired intangible assets of OpenSlate are amortized over their estimated useful lives. Based on facts and circumstances in existence as of the effective date of the acquisition, the useful life of developed technology and customer relationships intangible assets acquired were determined to be five and ten years, respectively. The total weighted-average useful life of the acquired intangible assets is 8.8 years.

The Company incurred acquisition-related transaction costs of $0.2 million included in General and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Income for the six months ended June 30, 2022.

The preliminary allocations of the purchase price for the 2021 acquisitions (OpenSlate and Meetrics GmbH “Meetrics”) and purchase of controlling interest within less than a year of ownership are subject to revisions as additional information is obtained about the facts and circumstances that existed as of each acquisition date. The revisions may have a significant impact on our condensed consolidated financial statements. The allocations of the purchase price will be finalized once all the information that was known and knowable as of the acquisition date is obtained and analyzed, not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to certain direct and indirect taxes and the finalization of working capital adjustments.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

4.~~Business Combinations~~Zentrick NV

On February 15, 2019, the Company acquired all of the outstanding stock of Zentrick NV (“Zentrick”). Zentrick, headquartered in Ghent, Belgium is a digital video technology company that provides middleware solutions that increase the performance of online video advertising for brand advertisers, advertising platforms and publishers. This acquisition ~~integrates~~integrated technology into the Company’s suite of products related to advertising viewability specifically on video formats, a growing segment of the advertising market and critical for the delivery of verification services to social platforms and CTV. The aggregate purchase price ~~consists~~consisted of 1) $23.2 million paid in cash at closing, which excluded closing adjustments of approximately $0.2 million paid in April 2019 2) $0.1 million in holdback payment of which 50% was payable 12 months after the closing date, and the remaining 50% was payable 24 months after the closing date and 3) up to $17.3 million of performance-based deferred payments that ~~comprises~~comprised 2 ~~components.~~components (the “Zentrick Deferred Payment Terms”). The first component ~~has~~had a $4.0 million maximum payment related to 4 milestone tranches of $1.0 million each based on achievement of certain product milestones (“technical milestones”). The second component ~~has~~had a total maximum payment of $13.0 million and ~~varies~~varied based upon certain revenue targets in fiscal 2019, 2020, and 2021 (“revenue targets”).

~~Under~~With respect to payments due related to the ~~terms~~Zentrick acquisition, the Company and the Zentrick selling stockholders reached an agreement on February 14, 2022 (the “Zentrick Early Termination Agreement”), for the early termination of the ~~deferred payment, a portion~~Zentrick Deferred Payment Terms and resolution of the contingent payments due for both the technical milestones and revenue ~~targets have been accounted at fair value as contingent consideration in~~targets. Pursuant to the ~~business combination with~~terms of the Zentrick Early Termination Agreement, the Company made a payment of $5.6 million on February 16, 2022 to the Zentrick selling stockholders to settle the remaining ~~portion being accounted for as compensation expense under ASC 710,~~ ~~Compensation - General~~.liability.

As of June 30, 2021, the technical milestone and revenue target components of the contingent consideration had a fair value of $1.2 million and $0.5 million, respectively, and is recorded in Contingent Considerations Current in the Condensed Consolidated Balance Sheets. The Company recorded a $0.1 million unrealized loss for the change in fair value in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2021, respectively. The Company recorded a $0.1 million unrealized loss and $0.9 million unrealized gain for the change in fair value in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2020, respectively.

As of June 30, 2021, the technical milestone and revenue target components treated as compensation cost total $1.1 million included in Other Current Liabilities in the Condensed Consolidated Balance Sheets. $0.1 million and less than $0.1 million were charged to the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2021, respectively. Less than $0.1 million and $0.2 million were charged to the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2020, respectively.

5. Goodwill and Intangible Assets

~~There were 0~~The following is a summary of changes to the goodwill carrying value from December 31, ~~2020 through~~2021 to June 30, ~~2021. The foreign exchange impact on goodwill was immaterial for the period.~~2022:


(in thousands)
Goodwill at December 31, 2021	$	350,560
Measurement period adjustments		(6,915)
Foreign exchange impact		(4,156)
Goodwill at June 30, 2022	$	339,489

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


(in thousands)	June 30, 2021						December 31, 2020						June 30, 2022						December 31, 2021
	Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount		Amount		Amortization		Amount		Amount		Amortization		Amount
Trademarks and brands		11,690		(2,985)		8,705		11,690		(2,562)		9,128	$	11,732	$	(3,865)	$	7,867	$	11,735	$	(3,422)	$	8,313
Customer relationships		102,220		(32,006)		70,214		102,220		(27,720)		74,500		145,662		(43,200)		102,462		143,728		(36,831)		106,897
Developed technology		63,205		(29,344)		33,861		63,210		(25,128)		38,082		76,444		(39,198)		37,246		72,065		(33,937)		38,128
Non-compete agreements														63		(26)		37		68		(11)		57
Total intangible assets	$	177,115	$	(64,335)	$	112,780	$	177,120	$	(55,410)	$	121,710	$	233,901	$	(86,289)	$	147,612	$	227,596	$	(74,201)	$	153,395

Amortization expense for the three months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021 is ~~$4.4~~$6.2 million and ~~$4.5~~$4.4 million, respectively. Amortization expense related to intangible assets amounted to ~~$8.9~~$12.6 million and ~~$9.0~~$8.9 million for the six months ended June 30, ~~2021~~2022 and June 30, ~~2020,~~2021, respectively.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

Estimated future expected amortization expense of intangible assets as of June 30, ~~2021,~~2022 is as follows:


(in thousands)
2021	$	8,930
2022		17,860
2022 (for remaining six months)			$	12,397
2023		17,825		24,740
2024		16,205		23,269
2025		14,273		21,148
2026		9,777		16,064
2027				13,854
Thereafter		27,910		36,140
Total	$	112,780	$	147,612

The weighted-average remaining useful life by major asset classes as of June 30, ~~2021~~2022 is as follows:


		(In years)
Trademarks and brands		1110
Customer relationships		8
Developed technology		43
Non-compete agreements		1

There were 0 impairments identified during the six months ended June 30, ~~2021~~2022 or June 30, ~~2020.~~2021.

6. Property, Plant and Equipment

Property, plant and equipment, including equipment under ~~capital~~finance lease obligations and capitalized software development costs, consists of the following:


	As of				As of
(in thousands)	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Computers and peripheral equipment	$	16,695	$	14,577	$	18,944	$	18,883
Office furniture and equipment		1,115		1,124		1,311		1,102
Leasehold improvements		9,266		9,267		8,421		9,354
Capitalized software development costs		11,247		8,382		18,252		15,007
Less accumulated depreciation and amortization		(20,751)		(15,243)		(21,970)		(26,771)
Total property, plant and equipment, net	$	17,572	$	18,107	$	24,958	$	17,575

For the three months ended June 30, ~~2021~~2022 and ~~2020,~~June 30, 2021, total depreciation expense was ~~$3.0~~$2.1 million and ~~$1.7~~$3.0 million, respectively. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~June 30, 2021, total depreciation expense was ~~$5.6~~$4.8 million and ~~$3.1~~$5.6 million, respectively.

Property and equipment ~~financed through capital~~under finance lease obligations, consisting of computer equipment, totaled $12.3 million and ~~$10.7~~$12.3 million on June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, accumulated depreciation related to property and equipment ~~financed through capital leases~~under finance lease obligations totaled ~~$8.9~~$10.7 million and ~~$7.6~~$10.0 million, respectively. Refer to Note ~~13, Commitments~~7, Leases.

During the three and ~~Contingencies.~~six months ended June 30, 2022, the Company disposed of certain office furniture, equipment and leasehold improvements resulting in a loss on disposal of $0.9 million and $1.3 million, respectively. The fixed asset disposals relate to the transfer of fixed assets in a sublease office arrangement and the abandonment of fixed assets no longer in use. The loss on disposal was recorded in General and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

7. Leases

The following table presents the cumulative effect of the changes made to the Condensed Consolidated Balance Sheet as of January 1, 2022 as a result of the adoption of ASC 842:


(in thousands)	December 31, 2021		Adjustments due to ASC 842		January 1, 2022
Prepaid expenses and other current assets	$	23,295	$	(229)	$	23,066
Other non-current assets	$	2,780	$	(496)	$	2,284
Operating lease right-of-use assets, net	$	—	$	78,827	$	78,827
Operating lease liabilities, current	$	—	$	4,885	$	4,885
Operating lease liabilities, non-current	$	—	$	74,677	$	74,677
Other current liabilities	$	6,716	$	(614)	$	6,102
Other non-current liabilities	$	3,209	$	(847)	$	2,362

The following table presents lease cost, cash paid for amounts included in the measurement of lease liabilities, weighted-average remaining lease terms, and weighted-average discount rates for finance and operating leases for the three and six months ended June 30, 2022.


	Three Months Ended		Six Months Ended
(in thousands)	June 30, 2022		June 30, 2022
Lease cost:
Operating lease cost (1)	$	2,747	$	5,625
Finance lease cost
Depreciation of finance lease assets (2)		330		702
Interest on finance lease liabilities (3)		37		79
Short-term lease cost (1)		277		528
Sublease income (1)		(89)		(89)
Total lease cost	$	3,302	$	6,845

Other information:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases	$	1,139	$	2,319
Operating cash outflows from finance leases	$	37	$	72
Financing cash outflows from finance leases	$	427	$	907

(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 (Loss).

(2)

Included in Depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(3)

Included in Interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of June 30, 2022:


		June 30, 2022
Weighted-average remaining lease term - operating leases (in years)		14.4
Weighted-average remaining lease term - finance leases (in years)		2.0
Weighted-average discount rate - operating leases		4.4%
Weighted-average discount rate - finance leases		3.7%

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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.Maturities of lease liabilities for the remainder of 2022 and the years through 2028 and thereafter are as follows:


	June 30, 2022
(in thousands)	Operating Leases		Finance Leases
2022 (for remaining six months)	$	2,752	$	1,078
2023		6,684		1,937
2024		7,576		598
2025		6,976		169
2026		6,463		—
2027		6,337		—
2028 and thereafter		80,610		—
Total lease payments		117,398		3,782
Less amount representing interest		(36,271)		(139)
Present value of total lease payments	$	81,127	$	3,643

The Company entered into an agreement to sublease its leased office space located in New York, NY (“Sublease Transaction”) as the Company transitions into a new headquarters. The sublease triggered an Operating lease right-of-use asset impairment of $1.5 million recorded in General and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The fair value of the Operating lease right-of-use asset was determined as of May 27, 2022 using the transaction price per the Sublease Transaction executed agreement. The fair value measurement represents a Level 1 input.

ASC 840 Comparative Disclosures

The following tables, which were included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, present the Company’s future minimum lease payments under ASC 840 for all operating leases as of December 31, 2021. Future minimum lease payments differ from the future lease liability recognized under ASC 842, as the operating lease liability recognized under ASC 842 discounts the lease payments while the minimum operating lease payments presented below are not discounted.

Operating Leases


	Year Ending
(in thousands)	December 31,
2022	$	5,463
2023		4,381
2024		681
2025		439
2026		294
Thereafter		76
	$	11,334

Commitments

On November 29, 2021, the Company entered into a non-cancellable contractual agreement to lease office space in New York, New York. The lease term for this office space commenced in January 2022 and will end in July 2038. The Company expects to move into the property in the second half of 2022 and at that time, the office space will become DoubleVerify’s new corporate headquarters.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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


	Year Ending
(in thousands)	December 31,
2022	$	—
2023		1,735
2024		5,987
2025		6,077
2026		6,168
Thereafter		86,872
	$	106,839

8. Fair Value Measurement

As of June 30, 2022, the Company did not have any financial instruments measured at fair value.

The following ~~tables present~~table presents the Company’s financial instruments that are measured at fair value on a recurring basis:

As of June 30, 2021

Quoted Market

Prices in Active

Significant

(in thousands)

Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

Inputs

Total Fair Value

(Level 1)

(Level 2)

(Level 3)

Measurements
Assets:












Cash equivalents:

$
9,808

—

—

9,808
Liabilities:

Contingent consideration current

—

—

1,717

1,717
Contingent consideration non-current

—

—

—

—
Total contingent consideration

$
—

$
—

$
1,717

$
1,717


	As of December 31, 2020								As of December 31, 2021
	Quoted Market								Quoted Market
	Prices in Active				Significant				Prices in Active				Significant
(in thousands)	Markets for		Significant Other		Unobservable				Markets for		Significant Other		Unobservable
	Identical Assets		Observable Inputs		Inputs		Tota1 Fair Value		Identical Assets		Observable Inputs		Inputs		Tota1 Fair Value
	(Level 1)		(Level 2)		(Level 3)		Measurements		(Level 1)		(Level 2)		(Level 3)		Measurements
Assets:
Cash equivalents:	$	2,474	$	—	$	—	$	2,474
Cash equivalents									$	12,324	$	—	$	—	$	12,324
Liabilities:
Contingent consideration current		—		—		1,198		1,198		—		—		1,717		1,717
Contingent consideration non-current		—		—		462		462		—		—		—		—
Total contingent consideration	$	—	$	—	$	1,660	$	1,660	$	—	$	—	$	1,717	$	1,717

Cash equivalents consisting of money market funds ~~of $9.8 million and money market funds~~ and time deposits of ~~$2.5~~$12.3 million as of ~~June 30, 2021 and~~ December 31, ~~2020, respectively,~~2021, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets.

~~Contingent consideration relates~~As described in Note 4, Business Combinations, on February 16, 2022, pursuant to ~~potential payments that~~the terms of the Zentrick Early Termination Agreement, the Company ~~may be required to make associated with a business combination. To~~paid the extent that the valuations of these liabilities are based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3.

~~Rollforward of the fair value measurements~~remaining balance of the contingent consideration ~~categorized with Level 3 inputs~~referred to as ~~of June 30, 2021 is as follows:~~

(in thousands)

Balance at January 1, 2021

$
1,660
Fair value adjustments

57
Payments during the year

—
Balance at June 30, 2021

$
1,717

~~The fair value of~~ the component of contingent consideration related to achievement of revenue targets have been estimated using a Monte Carlo model to simulate future performance of the acquired business under a risk-neutral framework; significant assumptions include a risk-adjusted discount rate of 13.5% and revenue volatility of 29.0%. The fair value of the component of contingent consideration related to achievement of 4 technical milestones have been estimated using situation-based modeling, which considers the probability-weighted present value of the expected payout amount.Zentrick Deferred Payment Terms.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

8.9. Long-term Debt

On October 1, 2020, DoubleVerify Inc., as borrower (the “Borrower”), and MidCo, as guarantor, entered into an amendment and restatement agreement with the banks and other financial institutions party thereto, as lenders, and Capital One, National Association, as administrative agent, letter of credit issuer and swing lender, and others, to (i) amend and restate the Prior Credit Agreement as defined in the Prospectus (the Prior Credit Agreement, as amended and restated on October 1, 2020, the “Credit Agreement”) and (ii) replace the Prior Credit Facilities (as defined in the Prospectus) with a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $150.0 million (with a letter of credit facility of up to $15.0 million as a sublimit). Subject to certain terms and conditions, the Borrower is entitled to request additional term loan facilities or increases in the revolving credit commitments under the New Revolving Credit Facility. The New Revolving Credit Facility is payable in quarterly installments for interest, with the principal balance due in full at maturity on October 1, 2025. Additional fees paid quarterly include fees for the unused revolving facility and unused letter of credit. The commitment fee on any unused balance is payable periodically and may range from 0.25% to 0.40% based upon the Borrower’s total net leverage ~~ratio.~~ratio calculated in accordance with the Credit Agreement. The New Revolving Credit Facility bears interest at LIBOR plus 2.25%., which may vary from time to time based on the Borrower’s total net leverage ratio calculated in accordance with the Credit Agreement.

The New Revolving Credit Facility contains a number of significant negative covenants. Subject to certain exceptions, these covenants require the Borrower to comply with certain requirements and restrictions to, among other things: incur indebtedness; create liens; engage in mergers or consolidations; make investments, loans and advances; pay dividends or other distributions and repurchase capital stock; sell assets; engage in certain transactions with affiliates; enter into sale and leaseback transactions; and make certain accounting changes. As a result of these restrictions, substantially all of the net assets of the Borrower are restricted from distribution to the Company or any of its holders of equity.

The New Revolving Credit Facility has a first priority lien on substantially all of the assets of MidCo, the Borrower and Ad-Juster, ~~Inc.,~~ the Company’s indirect subsidiary. The New Revolving Credit Facility requires the Borrower to remain in compliance with a maximum total net leverage ratio and a minimum fixed charge coverage ratio, each as defined in the Credit Agreement.

As of June 30, ~~2021,~~2022, the maximum total net leverage ratio and minimum fixed charge coverage ratio is 3.5x and 1.25x, respectively. The Borrower iswas in compliance with all covenants under the New Revolving Credit Facility as of June 30, ~~2021.~~2022.

~~On April 30, 2021 the Company used a portion of the proceeds from the IPO and the concurrent private placement to pay the outstanding balance.~~ As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, there was ~~0 balance outstanding and $22.0 million~~$0 outstanding under the New Revolving Credit ~~Facility, respectively.~~Facility.

9.10. Income Tax

The Company’s quarterly income tax provision is calculated using an estimated annual effective income tax rate ("ETR") based on actual historical information and forward-looking estimates. The Company’s estimated annual ETR may fluctuate due to changes in forecasted annual pre-tax income, changes in the jurisdictional mix of forecasted pre-tax income, and changes to actual or forecasted permanent book to tax differences (e.g., non-deductible expenses). In addition, 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 ~~treat~~treats these as discrete events. The tax effect of these discrete events is booked entirely in the quarter in which they occur.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

During the three and six months ended June 30, 2022, the Company recorded an income tax provision of $2.5 million and $0.5 million, respectively, resulting in an effective tax rate of 19.6% and 3.3%, which includes an annualized effective tax provision of $4.7 million and $5.7 million (representing an effective tax rate of 37.1% and 36.8%) and discrete items relating primarily to non-cash compensation (representing an effective tax rate of (17.5%) and (33.5%)), respectively. During the three and six months ended June 30, 2021, the Company recorded an income tax provision of $2.3 million and $5.1 million, respectively, resulting in an effective tax rate of (22.4%) and (277.5%), which includes an annualized effective tax benefit of $3.1 million and $0.5 million (representing an effective tax rate of 29.7% and 29.9%) and discrete items relating primarily to transaction costs and state tax refunds of $5.4 million and $5.6 million (representing an effective tax rate of (52.1%) and (307.4%)), respectively. During the three and six months ended June 30, 2020, the Company recorded an income tax provision of $2.0 million and $3.4 million, respectively, resulting in an effective tax rate of 33.0% and 34.0%. These effective tax rates differ from the U.S. federal statutory rate primarily due to the effects of ~~differing treatment of transaction costs between book and tax,~~various permanent book-to-tax adjustments, foreign tax rate differences, U.S. tax on foreign operations, and U.S. state/local taxes.

The COVID-19 (as defined herein) pandemic has a global reach, and many countries are introducing measures that provide relief to taxpayers in a variety of ways. In March 2020, the U.S. government enacted tax legislation containing provisions to support businesses during the COVID-19 pandemic (the “CARES Act”), including deferment of the employer portion of certain payroll taxes, refundable payroll tax credits, and technical amendments to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s income tax provision for the three and six months ended June 30, 2021.

A valuation allowance has been established against a small amount of foreign capital losses and certain ~~net foreign deferred tax assets and US~~U.S. tax loss ~~carryforward.~~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.

DoubleVerify and its subsidiaries file income tax returns with the Internal Revenue Service (“IRS”) and various state and international jurisdictions. The Company’s Israeli subsidiary is under audit by the Israeli Tax Authority for the 2016-2018 tax years. This examination may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes. Aside from this, the Company is not currently under audit in any other jurisdiction.

~~10.~~11. Earnings (Loss) ~~Earnings~~ Per Share

The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS for the three and six months ended June ~~30:~~30, 2022 and June 30, 2021:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

Numerator:
Net (Loss) income (basic and diluted)	$	(12,568)	$	4,078	$	(6,924)	$	6,518
Net Income (loss) (basic and diluted)									$	10,290	$	(12,568)	$	14,869	$	(6,924)
Denominator:
Weighted-average common shares outstanding		149,596		139,756		137,355		139,748		163,610		149,596		163,114		137,355
Dilutive effect of share-based awards		—		6,785		—		7,179		6,613		—		7,245		—
Weighted-average dilutive shares outstanding		149,596		146,541		137,355		146,927		170,223		149,596		170,359		137,355
Basic (loss) earnings per share	$	(0.08)	$	0.03	$	(0.05)	$	0.05
Diluted (loss) earnings per share	$	(0.08)	$	0.03	$	(0.05)	$	0.04
Basic earnings (loss) per share									$	0.06	$	(0.08)	$	0.09	$	(0.05)
Diluted earnings (loss) per share									$	0.06	$	(0.08)	$	0.09	$	(0.05)

AsApproximately 5.5 million and 5.2 million weighted average shares issuable under stock-based awards were not included in the ~~Company has reported net loss for~~diluted EPS calculation in the three and six months ended June 30, ~~2021, all potentially dilutive securities are~~2022, respectively, because they were antidilutive. Approximately 16.3 million and 16.4 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation in the three and six months ended June 30, 2021, because they were antidilutive. Approximately 6.6 million, and 6.7 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation in the three and six months ended June 30, 2020respectively, because they were also antidilutive.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

~~11.~~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~~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 up to 22,182 shares of common stock.~~awards.

On April 19, 2021 the Company established its 2021 Omnibus Equity Incentive Plan (“2021 Equity Plan”). The maximum number of shares of common stock available for issuance under the 2021 Equity Plan is equal to the sum of (i) 30,000 shares of common stock and (ii) an annual increase on the first day of each year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by the Board’s compensation committee. 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. Any shares covered by an award, or portion of an award, granted under the 2021 Equity Plan that expires or is forfeited, canceled, cash-settled, or otherwise terminated for any reason will again be available for the grant of awards under the 2021 Equity Plan.

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.

Restricted stock units are subject to vesting schedules up to four years from the date of the grant and subject to certain ~~timing~~ restrictions upon ~~an employee’s~~employee separation.

A summary of stock option activity as of and for the ~~six-months~~six months ended June 30, ~~2021 and December 31, 2020~~2022 is as follows:


	Stock Option						Stock Option
				Weighted Average						Weighted Average
				Remaining						Remaining
	Number of	Weighted Average		Contractual Life		Aggregate	Number of	Weighted Average		Contractual Life		Aggregate
	Options	Exercise Price		(Years)		Intrinsic Value	Options	Exercise Price		(Years)		Intrinsic Value
Outstanding as of December 31, 2020	14,713		4.47	7.79		181,914
Outstanding as of December 31, 2021							12,117	$	10.84	7.53	$	274,684
Options granted	598		22.12	—		—	427		26.65
Options exercised	(1,078)		3.35	—		—	(785)		3.19
Options forfeited	(189)		6.47	—		—	(212)		22.84
Outstanding as of June 30, 2021	14,044	$	5.29	7.45	$	520,634
Options expected to vest as of June 30, 2021	3,818	$	9.72	—	$	124,523
Options exercisable as of June 30, 2021	6,483	$	3.62	—	$	251,007
Outstanding as of June 30, 2022							11,547	$	11.72	7.26	$	150,225
Options expected to vest as of June 30, 2022							4,198	$	21.00	8.50	$	26,359
Options exercisable as of June 30, 2022							7,098	$	5.69	6.43	$	123,232

Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were 0 stock options granted that contain both market-based and performance-based vesting conditions during the six months ended June 30, ~~2021.~~2022. As of June 30, ~~2021, 3,433~~2022, 2,218 market-based and performance-based awards were ~~outstanding. As of~~outstanding, with 373 stock options exercised for the six months ended June 30, ~~2021, the Company did not consider the performance condition to be probable and did not recognize any expense associated with these options.~~

2022.

The weighted average grant date fair value of options granted during the six months ended June 30, 2022 and June 30, 2021 was $11.69 and ~~2020 was~~ $9.23, ~~and $2.65,~~ respectively. The total intrinsic value of options exercised during the six months ended June 30, 2022 and June 30, 2021 was $15.9 million and ~~2020 was~~ $30.4 million, ~~and $0.3 million,~~ respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

The fair market value of each option granted during the six months ended June 30, ~~2021~~2022 has been estimated on the grant date using the Black-Scholes-Merton option-pricing model with the following assumptions:


		~~2021~~2022
Risk - free interest rate (percentage)		~~0.6. - 1.1~~2.0
Expected term (years)		6.1
Expected dividend yield (percentage)		—
Expected volatility (percentage)		~~42.1 - 43.6~~42.8

The Company’s board of directors (the “Board”) did not declare or pay dividends ~~of the Company’s common or preferred~~on any Company stock during the six months ended June 30, ~~2021~~2022 or during the six months ended June 30, ~~2020.~~

2021.

A summary of restricted stock unit activity as of and for the six months ended June 30, ~~2021 and December 31, 2020~~2022 is as follows:


	Restricted Stock			Restricted Stock Units
	Number of	Weighted Average		Number of	Weighted Average
	Shares	Grant Date Fair Value		Shares	Grant Date Fair Value
Outstanding as of December 31, 2020	1,261	$	7.74
Outstanding as of December 31, 2021				3,250	$	24.20
Granted	576		21.30	985		24.43
Vested	(217)		10.26	(1,080)		13.38
Forfeited	—			(171)		28.15
Outstanding as of June 30, 2021	1,620	$	12.23
Expected to vest as of June 30, 2021	1,486
Outstanding as of June 30, 2022				2,984	$	27.96

The total grant date fair value of restricted stock units that vested during the six months ended June 30, ~~2021~~2022 was ~~$2.2~~$14.5 million.

As of June 30, ~~2021,~~2022, unrecognized stock-based compensation expense was ~~$24.6~~$96.4 million, which is expected to be recognized over a weighted-average period of 1.4 years.

Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) ~~Income~~ as follows:


	Three Months Ended				Six Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
(in thousands)	2021		2020		2021		2020		2022		2021		2022		2021
Product development		436		152	$	714	$	253	$	3,544	$	436	$	6,910	$	714
Sales, marketing and customer support		1,696		392		2,320		564		2,587		1,696		6,416		2,320
General and administrative		2,582		596		4,218		1,125		3,128		2,582		6,927		4,218
Total stock-based compensation	$	4,714	$	1,140	$	7,252	$	1,942	$	9,259	$	4,714	$	20,253	$	7,252

Employee Stock Purchase Plan

~~12. Stockholders’ Equity~~

~~On April 9,~~In March 2021, the ~~Company entered into an arrangement with an affiliate of Tiger Global Management, LLC (the ‘‘Tiger Investor’’) whereby~~Board approved the ~~Tiger Investor purchased $30.0 million~~Company’s 2021 Employee Stock Purchase Plan (“ESPP”), and employees became eligible to enroll in August 2021. Purchases are accomplished through participation in discrete offering periods. The ESPP is available to U.S.-based employees and was expanded to most of the Company’s ~~common stock~~non-U.S.-based employees in ~~a private placement (‘‘concurrent private placement’’) concurrent with the completion of the IPO.~~2022. The ~~price per share was equal to the IPO price of $27.00, for a total of 1,111 shares.~~current offering period began on June 1, 2022 and will end on November 30, 2022. The Company ~~received total aggregate net proceeds of $29.0 million, after deducting underwriting fees of $1.0 million.~~expects the program to continue consecutively for six-month offering periods for the foreseeable future.

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DoubleVerify Holdings, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~(Amounts~~

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

~~On April 23, 2021,~~Under the ~~Company completed its IPO in which~~ESPP, eligible employees are able to acquire shares of the ~~Company issued and sold 9,977~~Company’s common stock by accumulating funds through payroll deductions. The purchase price for shares of common stock ~~at a public offering price of $27.00 per share, which included~~purchased under the ~~full exercise~~ESPP is 85% of the ~~underwriters’ option to purchase 1,350 additional shares~~lesser of the fair market value of the common ~~stock. The Company received aggregate net proceeds~~stock on (i) the first trading day of ~~$253.2 million from~~ the ~~IPO, after deducting underwriting discount fees~~applicable offering period and (ii) the last trading day of ~~$16.2 million. The Company incurred~~the applicable offering ~~costs of approximately $26.8 million~~period.

Stock-based compensation expense for the ~~concurrent private placement and IPO,~~ESPP is recognized on a straight-line basis over the requisite service period of ~~which $18.7~~each award. The ESPP also has a six-month holding period after the purchase date of the offering period. Stock-based compensation expense related to ESPP totaled $0.1 million and ~~$21.8~~$0.2 million ~~were included in General and Administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income~~ for the three and six months ended June 30, ~~2021,~~2022, respectively. The IPO offering also included 5,356 shares sold by Providence VII U.S. Holdings L.P. (“Providence”) and other existing stockholders, which included the full exercise of the underwriters’ option to purchase 650 additional shares from Providence, in which the Company did not receive any proceeds from the shares sold.

In connection with the Company’s IPO, all shares of the Company’s outstanding preferred stock automatically converted into 20,335 shares of common stock on a one for 1-third basis. The Company’s treasury stock, consisting of 15,146 shares of common stock, was reissued in the preferred stock conversion.

In conjunction with the IPO, the Company increased the authorized shares of its capital stock. The Company’s capital stock consists of 1,000,000 shares of common stock, par value $0.001 per share and 100,000 shares of undesignated preferred stock, par value $0.01 per share. Further, the Company amended and restated its existing amended and restated certificate of incorporation and its existing bylaws of the Company, as previously reported in the Prospectus, which incorporates material modifications to rights of security holders.

13. Commitments and Contingencies

Accrued Expense

Accrued expenses as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:

As of
(in thousands)

June 30, 2021

December 31, 2020
Vendor payments

$
3,507

$
3,896
Employee commissions and bonuses

10,304

11,344
Payroll and other employee related expense

8,579

6,957
401k and pension expense

848

1,358
Other taxes

2,222

1,864
Total accrued expense

$
25,460

$
25,419

~~Operating Leases~~

The Company and its subsidiaries have entered into operating lease agreements for certain of its office space, and data centers. The offices are located in the United States, Israel, Belgium, Finland, France, Japan, and Singapore. The data centers are premises used to house computing and networking equipment. The data center leases are located within the United States, Netherlands, Germany and Singapore.

For the three months ended June 30, 2021 and June 30, 2020 office rent expense was $1.2 million and $1.5 million, respectively. For the six months ended June 30, 2021 and June 30, 2020 office rent expense was $2.1 million and $2.9 million, respectively.

For the three months ended June 30, 2021 and June 30, 2020 data center rent expense was $0.4 million and $0.3 million, respectively. For the six months ended June 30, 2021 and June 30, 2020 data center rent expense was $0.9 million and $0.6 million, respectively.


	As of
(in thousands)	June 30, 2022		December 31, 2021
Vendor payments	$	4,091	$	3,639
Employee commissions and bonuses		14,253		13,324
Payroll and other employee related expense		7,183		18,879
401k and pension expense		1,036		1,775
Other taxes		868		1,026
Other costs (a)		—		2,813
Total accrued expense	$	27,431	$	41,456

~~DoubleVerify Holdings, Inc.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in thousands, except per share data, unless otherwise stated)~~

~~Future minimum lease obligations are as follows:~~

Year Ending
(in thousands)

December 31,
2021

$
2,848
2022

4,778
2023

4,211
2024

563

$
12,400

~~Capital Leases~~

As of June 30, 2021, the Company had 7 lease agreements for certain equipment which provide for the transfer of ownership at the end of the lease term or are for underlying assets that will have an insignificant fair value at the end of the lease term. The Company has classified these agreements as capital leases and recognized the corresponding assets and liabilities within the Condensed Consolidated Balance Sheet.

~~The following is a schedule of future minimum lease payments under these agreements (including interest) as of June 30, 2021.~~

Year Ending
(in thousands)

December 31,
2021

$
1,109
2022

2,144
2023

1,937
2024

598
2025

170
Total

5,958
Less: Amount representing interest

(319)
Present Value of net minimum capital lease payments

$
5,639

Capital leases short term

$
2,021
Capital leases long term

3,618
Total

$
5,639

(a)

Includes accrued expense related to the early termination of the Zentrick Deferred Payment Terms, as described in Note 4, Business Combinations.

Contingencies

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.

14. Segment Information

The Company has determined that it operates as 1 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.

~~DoubleVerify Holdings, Inc.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Amounts in thousands, except per share data, unless otherwise stated)~~

The Company has not disclosed certain geographic information pertaining to revenues and total assets as it is impracticable to disclose, is not utilized by the Company’s chief operating decision maker to review operating results or make decisions about how to allocate resources, and would not be useful to users of the Condensed Consolidated Financial Statements to disclose such information.

15. Subsequent Events

On July ~~21, 2021,~~26, 2022, the Company approved ~~395~~71 stock options and ~~427~~286 restricted stock units to be granted to employees under the 2021 ~~Equity Plan and 140 stock options and 107 restricted stock units to be granted under the 2017~~ Equity Plan.

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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 ~~Prospectus.~~Annual Report on Form 10-K for the year ended December 31, 2021. 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 ~~Prospectus~~Annual Report on Form 10-K for the year ended December 31, 2021 and elsewhere in this Quarterly ~~Report.~~Report, including under the heading “Note About Forward Looking Statements.”

Company Overview

DoubleVerify is a leading software platform for digital media measurement and analytics. Our mission is to increase the effectiveness and transparency of the digital advertising ecosystem. Through our software platform and the metrics it provides, we help preserve the fair value exchange in the digital advertising marketplace.

Our customers include many of the largest global advertisers and digital ad platforms and publishers. We deliver our suite of measurement solutions through a robust and scalable software platform that provides our customers with unified data analytics. We provide a consistent, cross-platform measurement standard across all major forms of digital media, making it easier for advertiser and supply-side customers to benchmark performance across all of their digital ads and to optimize their digital strategies in real time. Our coverage spans over ~~40 key geographies~~95 countries where our customers ~~are located~~activate our services and covers all ~~major purchasing~~key digital media channels, ~~media~~ formats and devices.

For each of the three months ended June 30, 2022 and June 30, 2021, we generated 91% ~~of our revenue from advertiser customers and for the three months ended June 30, 2020, we generated 90%~~ of our revenue from advertiser customers. For the six months ended June 30, 2022 and June 30, 2021, we generated 90% and 91% of our revenue, ~~from advertiser customers and for the six months ended June 30, 2020, we generated 90% of our revenue~~respectively, from advertiser customers. We derive revenue 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. We maintain an expansive set of direct integrations across the entire digital advertising ecosystem, including with leading programmatic, CTV, and social platforms, which ~~enables~~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.

For each of the three months ended June 30, ~~2021~~2022 and June 30, ~~2020,~~2021, 9% ~~and 10%~~ of our revenue ~~respectively, were~~was generated from our supply-side customers to validate the quality of their ad inventory. For the six months ended June 30, ~~2021~~2022 and June 30, ~~2020,~~2021, 10% and 9% ~~and 10%~~ of our revenue, respectively, ~~were~~was generated from our supply-side customers to validate the quality of their ad inventory. We generate revenue from supply-side customers based on monthly or annual contracts with minimum guarantees and tiered pricing when guarantees are met.

COVID-19

~~Since~~In January 2020, an outbreak of the 2019 novel coronavirus (“COVID-19”) ~~has~~ evolved into a worldwide ~~pandemic. We~~pandemic and we modified operations in line with our business continuity plans. While ~~certain of~~ our facilities have generally ~~remain~~remained open, we ~~are making~~have made extensive use of the work-from-home ~~model at the moment.~~model. While COVID-19 has not had a significant impact on our results from operations to date, to the extent that demand for digital advertising declines, our results and financial condition may be materially and adversely impacted. ~~On a daily basis, management is reviewing~~Management continues to review operations and there have been ~~to date~~ minimal interruptions in our customer facing ~~operations.~~

operations to date.

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Throughout the pandemic, the underlying demand for our products has remained relatively unchanged, with limited disruption to our new customer sales. For the three months ended June 30, ~~2021,~~2022, we generated growth of ~~44%~~43% in total revenue as compared to the three months ended June 30, ~~2020.~~2021. For the six months ended June 30, ~~2021,~~2022, we generated growth of ~~38%~~43% in total revenue as compared to the six months ended June 30, ~~2020. Our existing customer base has remained largely stable, and we have been able to maintain gross revenue retention rates of over 95% for the three months ended June 30,~~ 2021.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.

While the impact on our business has been limited to date, the pandemic has resulted in market and supply chain disruptions and a global economic ~~slowdown, the~~slowdown. The duration of ~~which~~the pandemic is highly uncertain and cannot be predicted ~~that~~and may materially impact our results of operations and financial condition. See “Risk Factors—Risks Relating to Our Business—Economic downturns and ~~unstable~~unstable market conditions, including as a result of the COVID-19 pandemic, could adversely affect our business, financial condition and results of operations” in our ~~Prospectus.~~Annual Report on Form 10-K for the year ended December 31, 2021.

Russia’s Invasion of Ukraine

In February 2022, the Russian Federation commenced a military action in Ukraine. As the situation continues to evolve, we are closely monitoring the current and potential impact on our business, our people and our customers. In response to the military action, and in support of the people of Ukraine, we voluntarily discontinued services with Russia-based customers, and we have taken the necessary steps to ensure compliance with all applicable regulatory restrictions on international trade and financial transactions. The impact on our business is not material, but, as a result of the discontinuation of services with Russia-based advertisers and the ongoing conflict in Ukraine, the Company had a $1.0 million increase in bad debt reserves during the three months ended March 31, 2022.

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 their digital advertisements. We generate revenue from our advertising customers based 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.

~~For~~ Our existing customer base has remained largely stable, and our gross revenue retention rate was over 95% for the three months ended June 30, ~~2021~~2022. 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.

For each of the three months ended June 30, 2022 and ~~2020,~~June 30, 2021, we generated 91% ~~and 90%, respectively,~~ of our revenue from advertiser customers. For the six months ended June 30, ~~2021~~2022 and ~~2020,~~June 30, 2021, we generated ~~91%~~90% and ~~90%~~91%, respectively, 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 (f/k/a Advertiser ~~Direct~~– direct) 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 (f/k/a Advertiser ~~Programmatic~~– programmatic) revenue. We generate 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 solutions.

For each of the three months ended June 30, ~~2021~~2022 and ~~2020,~~June 30, 2021, we generated 9% ~~and 10%, respectively,~~ 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~~Supply-side revenue. For the six months ended June 30, 2022 and 2021, ~~and 2020, Supply-Side~~Supply-side revenue comprised 9%10% and ~~10%~~9% of revenue, respectively. We generate revenue ~~from~~for certain supply-side ~~customers~~arrangements that include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually 12 months. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on ~~monthly or annual contracts with minimum guarantees and certain customers having~~a tiered pricing when guarantees are met. We recognize revenue ratably over the contract term beginning on the date our product is made available to them, which typically begins on the commencement date of each contract.

~~The following table disaggregates revenue between advertiser customers (on both a direct and programmatic basis) and supply-side customers.~~

structure.

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Table of Contents

Three Months Ended June 30,

Change

Change

Six Months Ended June 30,

Change

Change

2021

2020

$

%

2021

2020

$

%

(In Thousands)



(In Thousands)



Revenue by customer type:










Advertiser - direct
$
31,662

$
23,707

$
7,955

34
%

$
59,203

$
45,894

$
13,309

29
%
Advertiser - programmatic

37,880

24,128

13,752

57

71,792


47,979


23,813

50

Supply-side customer

6,982

5,185

1,797

35

13,115


10,366


2,749

27

Total revenue
$
76,524

$
53,020

$
23,504

44
%

$
144,110

$
104,239

$
39,871

38
%

The following table disaggregates revenue between advertiser customers, where revenue is generated based on number of ads measured for Measurement (f/k/a Advertiser – direct) or measured and purchased for Activation (f/k/a Advertiser – programmatic) and supply-side customers.


	Three Months Ended June 30,				Change		Change		Six Months Ended June 30,				Change		Change
	2022		2021		$		%		2022		2021		$		%

	(In Thousands)								(In Thousands)
Revenue by customer type:
Measurement (f/k/a Advertiser - direct)	$	38,903	$	31,662	$	7,241	23	%	$	72,737	$	59,203	$	13,534	23	%
Activation (f/k/a Advertiser - programmatic)		60,495		37,880		22,615	60			113,526		71,792		41,734	58
Supply-side customer		10,407		6,982		3,425	49			20,265		13,115		7,150	55
Total revenue	$	109,805	$	76,524	$	33,281	43	%	$	206,528	$	144,110	$	62,418	43	%

Operating Expenses

Our operating expenses consist of the following categories:

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

Product development. Product development expenses primarily consist of personnel costs, including salaries, bonuses, stock-based compensation and benefits, third party vendors and outsourced engineering services, and allocated overhead. We allocate overhead such as information technology infrastructure, rent and occupancy charges 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~~property, plant and ~~Equipment, Net~~equipment on our ~~Condensed Consolidated Balance Sheets.~~condensed consolidated balance sheet. We amortize capitalized software development costs to depreciation and amortization.

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

General and administrative. General and administrative expenses primarily consist of personnel expenses associated with our executive, finance, legal, human resources and other administrative employees. Our general and administrative expenses also include professional fees for external accounting, legal and other consulting services, and other overhead, as well as third-party costs related to acquisitions.

We ~~continue to incur~~incurred certain non-recurring professional fees and other expenses as part of our transition to becoming a public ~~company. Following the effective date of the Prospectus,~~company in April 2021. Further, we ~~expect to~~have incurred, and will continue to incur, additional expenses as a result of operating 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, investor relations and professional services.

Interest expense. Interest expense for the six months ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021 consists primarily of interest ~~on our outstanding balances under the Prior Credit Facilities and~~from the New Revolving Credit Facility, interest on finance leases, and also includes debt issuance costs. On October 1, 2020, we entered into the New Revolving Credit Facility and repaid all amounts outstanding under the Prior Credit Facilities. The New Revolving Credit Facility bears interest at LIBOR plus an applicable margin per annum. See ~~“Debt~~“Liquidity and Capital Resources—Debt Obligations.”

Table of Contents

Other ~~(income)~~ expense. Other ~~(income)~~ expense consists primarily of interest earned on our cash equivalents and short-term investments, gains and losses on foreign currency transactions, and change in fair value associated with contingent considerations related to our acquisitions.

~~Table of Contents~~

Results of Operations

Comparison of the Three and Six Months Ended June 30, ~~2021~~2022 and June 30, ~~2020~~2021

The following table shows our ~~condensed~~Condensed Consolidated Results of Operations:


	Three Months Ended June 30,				Change		Change		Six Months Ended June 30,				Change		Change		Three Months Ended June 30,				Change		Change		Six Months Ended June 30,				Change		Change
	2021		2020		$		%		2021		2020		$		%		2022		2021		$		%		2022		2021		$		%

		(In Thousands)								(In Thousands)								(In Thousands)								(In Thousands)
Revenue	$	76,524	$	53,020	$	23,504	44	%	$	144,110	$	104,239	$	39,871	38	%	$	109,805	$	76,524	$	33,281	43	%	$	206,528	$	144,110	$	62,418	43	%
Cost of revenue (exclusive of depreciation and amortization shown separately below)		12,291		7,655		4,636	61			22,494		14,965		7,529	50			18,836		12,291		6,545	53			35,713		22,494		13,219	59
Product development		15,120		10,906		4,214	39			29,299		21,237		8,062	38			23,222		15,120		8,102	54			44,810		29,299		15,511	53
Sales, marketing and customer support		19,580		12,833		6,747	53			35,114		25,152		9,962	40			24,733		19,580		5,153	26			51,417		35,114		16,303	46
General and administrative		32,017		8,262		23,755	288			43,852		18,958		24,894	131			21,529		32,017		(10,488)	(33)			41,204		43,852		(2,648)	(6)
Depreciation and amortization		7,440		6,146		1,294	21			14,497		12,080		2,417	20			8,317		7,440		877	12			17,357		14,497		2,860	20
(Loss) income from operations		(9,924)		7,218		(17,142)	(237)			(1,146)		11,847		(12,993)	(110)
Income (loss) from operations																		13,168		(9,924)		23,092	233			16,027		(1,146)		17,173	1,499
Interest expense		297		936		(639)	(68)			687		2,100		(1,413)	(67)			223		297		(74)	(25)			455		687		(232)	(34)
Other expense (income), net		49		198		(149)	(75)			—		(122)		122	(100)
(Loss) income before income taxes		(10,270)		6,084		(16,354)	(269)			(1,833)		9,869		(11,702)	(119)
Other expense, net																		145		49		96	196			191		—		191	100
Income (loss) before income taxes																		12,800		(10,270)		23,070	225			15,381		(1,833)		17,214	939
Income tax expense		2,298		2,006		292	15			5,091		3,351		1,740	52			2,510		2,298		212	9			512		5,091		(4,579)	(90)
Net (loss) income	$	(12,568)	$	4,078	$	(16,646)	(408)	%	$	(6,924)	$	6,518	$	(13,442)	(206)	%
Net income (loss)																	$	10,290	$	(12,568)	$	22,858	182	%	$	14,869	$	(6,924)	$	21,793	315	%

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 June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021
Revenue	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%
Cost of revenue (exclusive of depreciation and amortization shown separately below)	16		14		16		14		17		16		17		16
Product development	20		21		20		20		21		20		22		20
Sales, marketing and customer support	26		24		24		24		23		26		25		24
General and administrative	42		16		30		18		20		42		20		30
Depreciation and amortization	10		12		10		12		8		10		8		10
(Loss) income from operations	(13)		14		(1)		11
Income (loss) from operations									12		(13)		8		(1)
Interest expense	—		2		—		2		—		—		—		—
Other expense (income), net	—		—		—		—
(Loss) income before income taxes	(13)		11		(1)		9
Other expense, net									—		—		—		—
Income (loss) before income taxes									12		(13)		7		(1)
Income tax expense	3		4		4		3		2		3		—		4
Net (loss) income	(16)	%	8	%	(5)	%	6	%
Net income (loss)									9	%	(16)	%	7	%	(5)	%

Revenue

Total revenue increased by ~~$23.5~~$33.3 million, or ~~44%~~43%, from ~~$53.0 million in the three months ended June 30, 2020 to~~ $76.5 million in the three months ended June 30, ~~2021.~~2021 to $109.8 million in the three months ended June 30, 2022. Total revenue increased by ~~$39.9~~$62.4 million, or ~~38%~~43%, from ~~$104.2 million in the six months ended June 30, 2020 to~~ $144.1 million in the six months ended June 30, ~~2021.~~

2021 to $206.5 million in the six months ended June 30, 2022.

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Total Advertiser ~~Direct~~ revenue ~~grew $8.0~~increased by $29.9 million, or ~~34%~~43%, in the three months ended June 30, ~~2021~~2022 as compared to the three months ended June 30, ~~2020,~~2021, driven primarily by ~~growth of 89%~~a 24% increase in Media Transactions Measured ~~for CTV~~ and ~~100%~~a 10% increase in ~~Media Transactions~~ Measured ~~for social channels.~~Transaction Fees, and by the acquisition of OpenSlate. Total Advertiser ~~Direct~~ revenue ~~grew $13.3~~increased by $55.3 million, or ~~29%~~42%, in the six months ended June 30, ~~2021~~2022 as compared to the six months ended June 30, ~~2020,~~2021, driven primarily by ~~growth of 82%~~a 25% increase in Media Transactions Measured ~~for CTV~~ and ~~87%~~a 9% increase in ~~Media Transactions~~ Measured ~~for social channels.~~Transaction Fees, and by the acquisition of OpenSlate.

~~Advertiser Programmatic~~Activation revenue ~~grew $13.8~~increased by $22.6 million, or ~~57%~~60%, in the three months ended June 30, ~~2021~~2022 as compared to the three months ended June 30, ~~2020,~~2021, driven ~~primarily~~ by ~~continued adoption~~greater adoptions of our ~~premium-priced~~ Authentic Brand ~~Safety solution. Advertiser Programmatic~~Suitability (ABS) solution as well as by new customers activating our core (non-ABS) programmatic solutions. In addition, revenue ~~grew $23.8~~from OpenSlate’s pre-campaign social activation tools and the implementation of pricing tiers based on enhanced programmatic integrations contributed to year over year growth. Activation revenue increased by $41.7 million, or ~~50%~~58%, in the six months ended June 30, ~~2021~~2022 as compared to the six months ended June 30, ~~2020,~~2021, driven ~~primarily~~ by ~~continued adoption~~greater adoptions of our ~~premium-priced~~ Authentic Brand ~~Safety solution.~~Suitability (ABS) solution as well as by new customers activating our core (non-ABS) programmatic solutions. In addition, revenue from OpenSlate’s pre-campaign social activation tools and the implementation of pricing tiers based on enhanced programmatic integrations contributed to year over year growth.

~~Supply-Side~~Measurement revenue grew ~~$1.8~~$7.2 million, or ~~35%~~23%, in the three months ended June 30, ~~2021~~2022 as compared to the three months ended June 30, ~~2020,~~2021, primarily driven by ~~increased uptake of our solutions from our platform~~new customers and ~~publisher customers. Supply-Side~~notable expansions by existing customers, both within and outside the United States. Measurement revenue grew ~~$2.7~~$13.5 million, or ~~27%~~23%, in the six months ended June 30, ~~2021~~2022 as compared to the six months ended June 30, ~~2020,~~2021, primarily driven by ~~increased uptake~~new customers and notable expansions by existing customers, both within and outside the United States.

Supply-side revenue grew $3.4 million, or 49%, in the three months ended June 30, 2022 as compared to the three months ended June 30, 2021, driven primarily by new platform customers and by the acquisitions of ~~our solutions from our~~Meetrics and OpenSlate. Supply-side revenue grew $7.2 million, or 55%, in the six months ended June 30, 2022 as compared to the six months ended June 30, 2021, driven primarily by new platform customers and ~~publisher customers.~~ by the acquisitions of Meetrics and OpenSlate.

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

Cost of revenue increased by ~~$4.6~~$6.5 million, or ~~61%~~53%, from ~~$7.7 million in the three months ended June 30, 2020 to~~ $12.3 million in the three months ended June 30, ~~2021.~~2021 to $18.8 million in the three months ended June 30, 2022. Cost of revenue increased by $13.2 million, or 59%, from $22.5 million in the six months ended June 30, 2021 to $35.7 million in the six months ended June 30, 2022. The increase in the three months ended June 30, 2022 and in the six months ended June 30, 2022 was primarily due to higher partner costs from revenue-sharing arrangements with ~~our Advertiser Programmatic~~Activation programmatic partners, as well as higher software and other technology costs to support our increased volumes. Cost of revenue increased by $7.5 million, or 50%, from $15.0 million in the six months ended June 30, 2020 to $22.5 million in the six months ended June 30, 2021. The increase was primarily due to higher partner costs from revenue-sharing arrangements with our Advertiser Programmatic partners, as well as higher software and other technology costs to support our increased volumes.

Product Development Expenses

Product development expenses increased by ~~$4.2~~$8.1 million, or ~~39%~~54%, from ~~$10.9 million in the three months ended June 30, 2020 to~~ $15.1 million in the three months ended June 30, ~~2021.~~2021 to $23.2 million in the three months ended June 30, 2022. The increase was primarily due to an increase in personnel costs of ~~$3.4~~$2.9 million, which reflects ~~our~~ continued hiring of resources to support ~~our~~ product-development ~~efforts.~~efforts, $3.1 million of additional stock-based compensation expenses, and $1.3 million in additional costs for outsourced engineering services. Product development expenses increased by ~~$8.1~~$15.5 million, or ~~38%~~53%, from ~~$21.2 million in the six months ended June 30, 2020 to~~ $29.3 million in the six months ended June 30, ~~2021.~~2021 to $44.8 million in the six months ended June 30, 2022. The increase was primarily due to an increase in personnel costs of ~~$6.9~~$5.5 million, which reflects ~~our~~ continued hiring of resources to support ~~our~~ product-development efforts, ~~in addition to $0.4~~$6.2 million of ~~higher professional fees~~additional stock-based compensation expenses, and ~~$0.4~~$2.2 million in additional costs for outsourced engineering services.

Table of ~~higher software expenses.~~Contents

Sales, Marketing and Customer Support Expenses

Sales, marketing and customer support expenses increased by ~~$6.8~~$5.2 million, or ~~53%~~26%, from ~~$12.8 million in the three months ended June 30, 2020 to~~ $19.6 million in the three months ended June 30, ~~2021.~~2021 to $24.7 million in the three months ended June 30, 2022. The increase was primarily due to an increase in personnel costs, including sales commissions, of ~~$5.2~~$1.6 million to support ~~our~~ sales efforts, grow market presence in international markets, drive continued expansion with ~~our~~ existing customers, and support existing and new customers, ~~in addition to $1.5~~$0.9 million of higher stock-based compensation ~~expense. Stock-based compensation~~ expense, ~~increased due~~$0.8 million of higher advertising, promotional, events and other marketing activities, and $0.8 million of higher personnel travel and entertainment expenses to ~~certain awards that accelerated upon the completion of the IPO, an increase in the number of employees who were eligible~~support marketing and ~~received equity awards and an increase in the value of our common stock.~~sales activities. Sales, marketing and customer support expenses increased by ~~$9.9~~$16.3 million, or ~~40%~~46%, from ~~$25.2 million in the six months ended June 30, 2020 to~~ $35.1 million in the six months ended June 30, ~~2021.~~2021 to $51.4 million in the six months ended June 30, 2022. The increase was primarily due to an increase in personnel costs, including sales commissions, of ~~$9.7~~$8.0 million to support ~~our~~ sales efforts, grow market presence in international markets, drive continued expansion with ~~our~~ existing customers, and support existing and new ~~customers.~~

~~Table~~customers, $4.1 million of ~~Contents~~higher stock-based compensation expense, $0.9 million of higher advertising, promotional, events and other marketing activities, and $1.2 million of higher personnel travel and entertainment expenses to support marketing and sales activities.

General and Administrative Expenses

General and administrative expenses decreased by $10.5 million, or 33%, from $32.0 million in the three months ended June 30, 2021 to $21.5 million in the three months ended June 30, 2022. The decrease was primarily due to a $18.9 million reduction in third party costs related to the Company’s IPO and offerings, partially offset by an increase in compensation expenses of $2.1 million, an increase in stock-based compensation expenses of $0.5 million, an increase in insurance costs of $0.7 million for coverage as a public company, $2.7 million of other costs related to the departures of the Company’s former Chief Operating Officer and Chief Customer Officer, to the impairment of subleased office space, and to the disposal of furniture for unoccupied lease office space.

General and administrative expenses decreased by $2.6 million, or 6%, from $43.9 million in the six months ended June 30, 2021 to $41.2 million in the six months ended June 30, 2022. The decrease was primarily due to a $22.1 million reduction in third party costs related to the Company’s IPO and other securities offerings, partially offset by an increase in compensation expenses of $4.2 million, an increase in stock-based compensation expenses of $2.7 million, an increase in insurance costs of $2.0 million for coverage as a public company, a $1.0 million increase in bad debt reserves related to the Company’s advertiser business in Russia, and $3.6 million of other costs related to the departures of the Company’s former Chief Operating Officer and Chief Customer Officer, to the impairment of subleased office space, and to the disposal of furniture for unoccupied lease office space.

Depreciation and Amortization

Depreciation and amortization increased by ~~$23.8~~$0.9 million, or ~~288%~~12%, from $7.4 million in the three months ended June 30, 2021 to $8.3 million in the three months ended June 30, 2020 to $32.0 million in the three months ended June 30, 2021. The increase was primarily due to $18.3 million of higher transaction costs associated with the preparation and completion of the Company’s IPO, as well as an increase in compensation expenses of $2.5 million and an increase in stock-based compensation expenses of $2.0 million. Stock-based compensation expense increased due to certain awards that accelerated upon the completion of the IPO, an increase in the number of employees who were eligible and received equity awards and an increase in the value of our common stock. General and administrative expenses increased by $24.9 million, or 131%, from $19.0 million in the six months ended June 30, 2020 to $43.9 million in the six months ended June 30, 2021. The increase was primarily due to $19.9 million of higher transaction costs associated with the preparation and completion of the Company’s IPO, as well as an increase in compensation expenses of $5.6 million and an increase in stock-based compensation expenses of $3.1 million partially offset by lower professional fees, travel & entertainment, and one-time costs. Stock-based compensation expense increased due to certain awards that accelerated upon the completion of the IPO, an increase in the number of employees who were eligible and received equity awards and an increase in the value of our common stock.

~~Depreciation and Amortization~~

~~Depreciation and amortization increased by $1.3 million, or 21%, from $6.1 million in the three months ended June 30, 2020 to $7.4 million in the three months ended June 30, 2021.~~2022. The increase was primarily due to an increase in ~~depreciation~~intangibles related to ~~capital expenditures.~~the acquisition of OpenSlate, which was partially offset by write-offs and fully depreciated fixed assets. Depreciation and amortization increased by ~~$2.4~~$2.9 million, or 20%, from ~~$12.1 million in the six months ended June 30, 2020 to~~ $14.5 million in the six months ended June 30, ~~2021.~~2021 to $17.4 million in the six months ended June 30, 2022. The increase was primarily due to an increase in ~~depreciation~~intangibles related to ~~capital expenditures.~~the acquisition of OpenSlate, which was partially offset by write-offs and fully depreciated fixed assets.

Interest Expense

Interest expense is mainly related to ~~our Prior Credit Facilities and~~the New Revolving Credit Facility, which carry a variable interest rate. Interest expense decreased by ~~$0.6~~$0.1 million, from ~~$0.9 million in the three months ended June 30, 2020 to~~ $0.3 million in the three months ended June 30, ~~2021. The decrease was attributable~~2021 to ~~a reduction~~$0.2 million in ~~outstanding debt.~~the three months ended June 30, 2022. Interest expense decreased by ~~$1.4~~$0.2 million, from ~~$2.1 million in the six months ended June 30, 2020 to~~ $0.7 million in the six months ended June 30, ~~2021.~~2021 to $0.5 million in the six months ended June 30, 2022. The decrease in the three months ended June 30, 2022 and the six months ended June 30, 2022 was attributable to a reduction in outstanding debt.

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Other ~~(Income)~~ Expense, Net

Other expense ~~decreased~~increased by less than $0.1 million, from ~~loss of $0.2~~$0.1 million in the three months ended June 30, ~~2020~~2021 to ~~a loss~~an expense of $0.1 million in the three months ended June 30, ~~2021, primarily due to a decrease in unrealized losses~~2022. The increase was related to the impact of changes in ~~exchange~~exchanges rates. Other ~~income decreased~~expense increased by ~~$0.1~~$0.2 million, from ~~income of $0.1 million in the six months ended June 30, 2020 to income~~a gain of less than $0.1 million in the six months ended June 30, 2021 ~~primarily due~~ to ~~a decrease~~an expense of $0.2 million in ~~realized gains for~~the six months ended June 30, 2022. The increase was related to the impact of changes in ~~fair value related to contingent payments from our acquisition of Zentrick NV in February 2019, partially offset by a decrease in unrealized losses related to changes in exchange~~exchanges rates.

Income Tax Expense ~~(Benefit)~~

Income tax expense ~~grew~~increased by ~~$0.3~~$0.2 million from ~~$2.0~~a $2.3 million expense in the three months ended June 30, 2021 to an expense of $2.5 million in the three months ended June 30, ~~2020 to $2.3 million in the three months ended June 30, 2021.~~2022. The increase was primarily due to an increase in pre-tax book income ~~after taking into account~~and permanent ~~book to tax~~book-to-tax income adjustments. Income tax expense ~~grew~~decreased by ~~$1.7~~$4.6 million from ~~$3.4~~a $5.1 million expense in the six months ended June 30, 2021 to an expense of $0.5 million in the six months ended June 30, ~~2020 to $5.1 million in the six months ended June 30, 2021.~~2022. The ~~increase~~decrease was primarily due to ~~an increase in pre-tax~~permanent book-to-tax income ~~after taking into account permanent book~~adjustments related to ~~tax income adjustments.~~non-cash compensation.

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Adjusted EBITDA

In addition to our results determined in accordance with GAAP, we believe that certain non-GAAP financial measures, including Adjusted EBITDA and Adjusted EBITDA Margin, are useful in evaluating our business. A metric similar to Adjusted EBITDA is used in certain calculations under our New Revolving Credit Facility. 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.


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

	(In Thousands)				(In Thousands)				(In Thousands)				(In Thousands)
Net (loss) income	$	(12,568)	$	4,078	$	(6,924)	$	6,518
Net (loss) income margin		(16)%		8%		(5)%		6%
Net income (loss)									$	10,290	$	(12,568)	$	14,869	$	(6,924)
Net income (loss) margin										9%		(16)%		7%		(5)%
Depreciation and amortization		7,440		6,146		14,497		12,080		8,317		7,440		17,357		14,497
Stock-based compensation		4,714		1,140		7,252		1,942		9,259		4,714		20,253		7,252
Interest expense		297		936		687		2,100		223		297		455		687
Income tax expense		2,298		2,006		5,091		3,351		2,510		2,298		512		5,091
M&A costs (a)		67		8		49		223
Offering costs and IPO readiness costs (b)		18,886		585		22,147		2,227
M&A and restructuring costs (a)										527		67		1,180		49
Offering, IPO readiness and secondary offering costs (b)										—		18,886		—		22,147
Other costs (c)		—		561		109		2,724		2,690		—		3,887		109
Other expense (income) (d)		49		198		—		(122)
Other expense (d)										145		49		191		—
Adjusted EBITDA	$	21,183	$	15,658	$	42,908	$	31,043	$	33,961	$	21,183	$	58,704	$	42,908
Adjusted EBITDA margin		28%		30%		30%		30%		31%		28%		28%		30%

(a)

M&A and restructuring costs for the three and six months ended June 30, 2022 consist of transaction costs, integration and restructuring costs related to the acquisition of OpenSlate. M&A costs for the three and six months ended June 30, 2021 consist of reductions to deferred compensation liabilities related to acquisitions. ~~M&A costs for the three and six months ended June 30, 2020 consist of third-party costs and deferred compensation costs related to acquisitions.~~

(b)

Offering, ~~costs~~IPO readiness and ~~IPO readiness~~secondary offering costs for the three and six months ended June 30, 2021 ~~and 2020~~ consist of third-party costs incurred ~~in preparation~~for the Company’s IPO and ~~completion for our IPO.~~secondary offering.

(c)

Other costs for the three and six months ended June 30, ~~2021~~2022 consist of ~~reimbursements paid~~costs related to ~~Providence~~.the departures of the Company’s former Chief Operating Officer and Chief Customer Officer, impairment related to a subleased office space and costs related to the disposal of furniture for unoccupied lease office space, partially offset by sublease income. For the three and six months ended June 30, ~~2020,~~2021, other costs include reimbursements paid to Providence as well as costs related to the departure of our former Chief Executive Officer, and third-party costs incurred in response to investigating and remediating certain IT/cybersecurity matters that occurred in March 2020.Providence.

(d)

Other expense ~~(income)~~for the three and six months ended June 30, 2022 and June 30, 2021 consists of ~~interest income, change in fair value associated with contingent considerations, and~~ the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities.

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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~~period-to-period comparisons of our core business and for understanding and evaluating trends in our operating results on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.

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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, ~~our~~ working capital needs;

●

Adjusted EBITDA does not reflect ~~our~~ 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 ~~our~~ interest expense or the cash requirements necessary to service interest or principal ~~payments on our debt;~~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 than we do, 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 June 30, ~~2021,~~2022, we had cash of ~~$330.3~~$223.7 million and net working capital, consisting of current assets (excluding cash) less current liabilities, of ~~$63.6~~$114.8 million.

The Company received aggregate net proceeds of $253.2 million from the IPO, after deducting underwriting discount fees of $16.2 million. The Company also received total aggregate net proceeds of $29.0 million from the concurrent private placement, after deducting fees of $1.0 million. We believe ~~our~~ existing cash and cash generated from operations, together with ~~the proceeds from our recent IPO and concurrent private placement and~~ the undrawn balance under the New Revolving Credit Facility, will be sufficient to meet ~~our~~ working capital and capital expenditure requirements for at least the next 12 months.

~~Our total~~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 ~~Prospectus.~~year ended December 31, 2021.

Our liquidity has not been materially impacted by the COVID-19 pandemic or Russia’s invasion of Ukraine, as discussed above.

Debt Obligations

In October 2020, DoubleVerify Inc., as borrower, and MidCo, as guarantor, entered into the New Revolving Credit Facility and, in connection therewith, repaid all amounts outstanding under the Prior Credit Facilities.

On December 24, 2020, DoubleVerify Inc. prepaid $68.0 million of the outstanding principal amount under the New Revolving Credit Facility with a portion of the proceeds from a private placement effected on November 18, 2020, in which certain investors purchased an aggregate of 61,006 thousand shares of ~~our~~ preferred stock from usthe Company and certain ~~of our~~ existing stockholders for an aggregate purchase price of approximately $350.0 million. As

Table of ~~March 31, 2021, $22.0 million was outstanding under the New Revolving Credit Facility.~~Contents

On April 30, 2021, DoubleVerify Inc. paid the entire outstanding balance under the New Revolving Credit Facility of $22.0 million using proceeds from the IPO and the concurrent private placement. Following the payment and as of June 30, ~~2021,~~2022, DoubleVerify Inc. has no outstanding variable rate indebtedness and has $150 million of availability under the New Revolving Credit Facility.

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The New Revolving Credit Facility is secured by substantially all of ~~our~~the Company’s assets (subject to customary exceptions) and contains customary affirmative and restrictive covenants, including with respect to our ability to enter into fundamental transactions, incur additional indebtedness, grant liens, pay dividends or make distributions to our stockholders and engage in transactions with our affiliates. DoubleVerify Inc. iswas in compliance with all covenants under the New Revolving Credit Facility as of June 30, ~~2021.~~2022.

Cash Flows

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


	Six Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2022		2021

	(In Thousands)				(In Thousands)
Cash flows provided by operating activities	$	42,228	$	17,466	$	26,549	$	42,228
Cash flows (used in) investing activities		(3,513)		(4,562)		(13,606)		(3,513)
Cash flows provided by (used in) financing activities		258,275		(4,733)
Cash flows (used in) provided by financing activities						(10,067)		258,275
Effect of exchange rate changes on cash and cash equivalents and restricted cash		13		(80)		(738)		13
Increase in cash, cash equivalents, and restricted cash	$	297,003	$	8,091	$	2,138	$	297,003

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, accounts receivable increases in conjunction with our rapid growth in sales and decreases based on timing of cash receipts from our customers. The timing of payments on our liabilities 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 six months ended June 30, 2022, cash provided by operating activities was $26.5 million, attributable to net income of $14.9 million, adjusted for non-cash charges of $42.3 million and $30.6 million use of cash from changes in operating assets and liabilities. Non-cash charges primarily consisted of $17.4 million in depreciation and amortization and $20.3 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were an increase in trade receivables and prepaid assets of $22.9 million due mainly to timing of collections which vary from period to period, and a decrease of $7.7 million in accrued expense and other liabilities primarily related to the timing of employee related payroll tax liabilities.

For the six months ended June 30, 2021, cash provided by operating activities was $42.2 million, attributable to net loss of $6.9 million, adjusted for non-cash charges of $40.8 million and net cash inflows of $8.3 million provided by changes in operating assets and liabilities. Non-cash charges primarily consisted of $14.5 million in depreciation and amortization, $21.8 million of offering costs, and $7.3 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a decrease in trade receivables and prepaid and other assets of $7.9 million and an increase of $0.4 million in trade payables, accrued expenses and other expense.

Investing Activities

For the six months ended June 30, ~~2020,~~2022, cash ~~provided by operating~~used in investing activities ~~was $17.5 million, attributable to net income of $6.5 million, adjusted for non-cash charges~~ of $13.6 million was attributable to purchases of property, plant and ~~net cash outflows of $2.6 million provided by changes in operating assets~~equipment, including leasehold improvements for the Company’s new global headquarters, and liabilities. Non-cash charges primarily consisted of $12.1 million in depreciation and amortization, $1.7 million in bad debt expense, and $1.9 million in stock-based compensation. The main drivers of the changes in operating assets and liabilities were a decrease in trade payables, accrued expenses, and other liabilities of $3.4 million, partially offset by a decrease of $0.8 million in trade receivables and prepaid assets.

~~Investing Activities~~

capitalized software development costs. For the six months ended June 30, 2021, cash used in investing activities of $3.5 million was attributable to purchases of property, plant and equipment and to capitalized software development costs. ~~For the six months ended June 30, 2020, cash used in investing activities of $4.6 million was attributable to purchases of property, plant and equipment and to capitalized software development costs.~~

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Financing Activities

For the six months ended June 30, 2022, cash used in financing activities of $10.1 million was primarily due to $9.2 million related to shares repurchased for settlement of employee tax withholding. For the six months ended June 30, 2021, cash provided by financing activities of $258.3 million was primarily due to $299.4 million of proceeds from the IPO and concurrent private placement and stock option exercises of $3.4 million, partially offset by $22.0 million of debt repayment and $21.7 million of offering costs. For the six months ended June 30, 2020, cash used for financing activities of $4.7 million was primarily due to $1.1 million of offering costs, $2.0 million of acquisition contingent consideration payments, and $0.9 million of capital lease payments.

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 ~~Prospectus.~~Annual Report on Form 10-K for the year ended December 31, 2021. Since the date of our ~~Prospectus,~~most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies and ~~estimates.~~estimates other than the items noted below.

Effective January 1, 2022, we adopted the requirements of ASC 842 using the modified retrospective method. The related critical accounting policies and disclosures are presented in Part I Item 1. Notes 2 and 7 to our Condensed Consolidated Financial Statements for the three and six months ended June 30, 2022.

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Item 3: Quantitative and Qualitative Disclosures about Market Risk

Market risks at June 30, ~~2021~~2022 have not materially changed from those discussed in the ~~Prospectus~~Annual Report on Form 10-K for the year ended December 31, 2021 under the heading ~~“Management’s Discussion~~“Quantitative and ~~Analysis of Financial Condition and Results of Operations”.~~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 June 30, ~~2021.~~

~~Disclosure~~2022. Our disclosure controls and procedures are ~~controls and other procedures~~ designed to ~~ensure~~provide reasonable assurance that information required to be disclosed in the reports ~~filed~~we file or ~~submitted~~submit under the Exchange Act is recorded, processed, summarized, and reported ~~within the time periods specified in the SEC’s rules~~as and ~~forms. This also includes disclosure controls~~when required, and ~~procedures designed to ensure~~ that such information ~~required to be disclosed in our reports filed under the Exchange Act~~ is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required ~~disclosures.~~

~~Our~~disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective as of June 30, 2021 due to the material weaknesses in our internal control over financial reporting described below. However, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that, notwithstanding the identified material weaknesses in our internal control over financial reporting, the Condensed Consolidated Financial Statements in this Quarterly Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

~~Material Weakness in Internal Control over Financial Reporting~~

As disclosed in the “Risk Factors” section of the Prospectus, we previously identified a number of deficiencies related to the design and operating effectiveness of internal controls constituting material weaknesses in our control environment. Certain of those deficiencies relate to insufficient management review controls and lack of resources with an appropriate level of technical accounting knowledge that are relevant to the preparation and review of the Company's Consolidated Financial Statements, which constituted material weaknesses in our system of internal control. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~Management’s Remediation Efforts~~

We have commenced measures to remediate the identified material weaknesses. The measures include hiring additional finance and accounting personnel with prior experience working for finance departments of public companies and technical accounting experience, supplemented by third-party resources and external advisors; preparing accounting memoranda to address significant accounting transactions and other technical accounting and financial reporting matters; and improving our monitoring controls in the financial statement close and reporting process.

While we believe that these efforts will improve our internal control over financial reporting, the implementation of our remediation efforts is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. There can be no assurance that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses described above or prevent future material weaknesses or other deficiencies from occurring. There is no assurance that we will not identify additional material weaknesses in our internal control over financial reporting in the future.

~~Table of Contents~~

We believe we are making progress toward achieving effectiveness of our internal controls and disclosure controls. The actions that we are taking are subject to ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.2022.

Changes in Internal Control over Financial Reporting

~~Except as otherwise described herein, there was~~There have been no ~~change~~changes in our internal control over financial reporting ~~that occurred~~ during the ~~period covered by this Quarterly Report~~quarter ended June 30, 2022 that ~~has~~have materially affected, or isare 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 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. ~~Controls~~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. ~~Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.~~ 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, 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 ~~Prospectus.~~Annual Report on Form 10-K for the year ended December 31, 2021.

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

(a) Recent Sales of Unregistered Securities

From April 1, 2021 through April 20, 2021 (the date of the filing of our registration statement on Form S-8, File No. 333-255374), we granted to our employees and directors restricted stock units for an aggregate of 35 thousand shares of common stock under the 2017 Plan.

From April 1, 2021 through April 20, 2021 (the date of the filing of our registration statement on Form S-8, File No. 333-255374), we granted to our employees stock options to purchase an aggregate of 140 thousand shares of our common stock under the 2017 Plan at an exercise price of $27 per share.

From April 1, 2021 through April 20, 2021 (the date of the filing of our registration statement on Form S-8, File No. 333-255374), we issued and sold to our employees an aggregate of 150 thousand shares of common stock upon the exercise of stock options issued under the 2017 Plan at exercise prices ranging from $2.01 to $8.10 per share, for an aggregate exercise price of $576,314.

The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Rule 701 promulgated under Section 3(b) of the Securities Act. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about us.Not applicable.

(b) Use of Proceeds

On April 23, 2021, we completed our IPO in which we sold 9,977 thousand shares of common stock at a public offering price of $27.00 per share, which includes the full exercise of the underwriters’ option to purchase 1,350 thousand additional shares from us. We received aggregate net proceeds of $253.2 million from the IPO, after deducting underwriting discount fees of $16.2 million. We incurred offering costs related to the IPO of approximately ~~$25.8~~$26.1 million, inclusive of underwriting discount fees. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-254380), which was declared effective by the SEC on April 20, 2021. The representatives of the underwriters of our IPO were Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC.

In connection with the IPO, Providence and certain of our other existing stockholders sold an aggregate of 5,356 thousand shares of our common stock, which includes the full exercise of the ~~underwriters��~~underwriters’ option to purchase 650 thousand additional shares of our common stock from Providence. We did not receive any proceeds from the sale of shares by these stockholders.

On April 23, 2021, concurrent with the completion of the IPO, ~~the~~an affiliate of Tiger ~~Investor~~Global Management, LLC (“Tiger Investor”) purchased from us 1,111 thousand shares of our common stock in a private placement at a price per share equal to the IPO price of $27.00. We received aggregate net proceeds of $29.0 million from the concurrent private placement, after deducting fees of $1.0 million.

~~PART II — OTHER INFORMATION~~

On April 30, 2021, we used a portion of the net proceeds from the IPO and concurrent private placement to pay the entire outstanding balance under the New Revolving Credit Facility of $22.0 million.

On August 31, 2021, we used a portion of the net proceeds from the IPO and concurrent private placement to purchase all of the outstanding stock of Meetrics for $24.3 million.

On November 22, 2021, we used a portion of the net proceeds from the IPO and concurrent private placement to purchase all of the outstanding stock of OpenSlate for $147.4 million, which included net cash of $124.9 million and common stock transferred of $22.5 million.

There has been no material change in the planned use of the IPO net proceeds as described in our final prospectus, dated April 20, 2021 and filed with the ~~Prospectus.~~SEC, pursuant to Rule 424(b)(4) under the Securities Act, on April 22, 2021 (the “Prospectus”).

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PART II — OTHER INFORMATION

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

3435

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Item 6. Exhibits


Exhibit No.		Description

~~3.1~~		Second Amended and Restated Certificate of Incorporation, dated April 23, 2021 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2021 (File No. 001-40349))

~~3.2~~		~~Amended and Restated Bylaws, currently in effect (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2021 (File No. 001-40349))~~

~~4.1~~		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on April 12, 2021 (File No. 333-254380))

~~10.1~~		Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on April 12, 2021 (File No. 333-254380))

~~10.2~~		~~2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.3 to the registrant’s Registration Statement on Form S-8 filed with the SEC on April 20, 2021 (File No. 333-255374))~~

~~10.3~~		~~2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 to the registrant’s Registration Statement on Form S-8 filed with the SEC on April 20, 2021 (File No. 333-255374))~~

~~10.4~~		Registration Rights Agreement by and among DoubleVerify Holdings, Inc., Providence VII U.S. Holdings L.P. and the other stockholders of DoubleVerify Holdings, Inc. listed on Schedule I thereto, dated as of April 19, 2021 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2021 (File No. 001-40349))

~~10.5~~		Stockholder’s Agreement, by and between DoubleVerify Holdings, Inc. and Providence VII U.S. Holdings L.P., dated as of April 20, 2021 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2021 (File No. 001-40349))

~~10.6~~		Common Stock Purchase Agreement by and among DoubleVerify Holdings, Inc. and Tiger Global Investments, L.P., dated as of April 9, 2021 (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the registrant’s Registration Statement on Form S-1 filed with the SEC on April 12, 2021 (File No. 333-254380))

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: ~~July 29, 2021~~August 3, 2022


	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)

0
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Part I FINANCIAL INFORMATION (Unaudited)

		Page

~~Part I~~	~~FINANCIAL INFORMATION~~

Item 1.	Condensed Consolidated Financial Statements ~~(Unaudited)~~	4

	Condensed Consolidated Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021	4

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) ~~Income~~ for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021	5

	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021	6

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021	7

	Notes to Condensed Consolidated Financial Statements ~~(Unaudited)~~	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3133

Item 4.	Controls and Procedures	3133

Part II			OTHER INFORMATION

Item 1.	Legal Proceedings	3334

Item 1A.	Risk Factors	3334

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3334

Item 3.	Defaults Upon Senior Securities	3435

Item 4.	Mine Safety Disclosures	3435

Item 5.	Other Information	3435

Item 6.	Exhibits	3536

Signatures		37


	As of June 30, 2021
	Quoted Market
	Prices in Active				Significant
(in thousands)	Markets for		Significant Other		Unobservable
	Identical Assets		Observable Inputs		Inputs		Total Fair Value
	(Level 1)		(Level 2)		(Level 3)		Measurements
Assets:
Cash equivalents:	$	9,808		—		—		9,808
Liabilities:
Contingent consideration current		—		—		1,717		1,717
Contingent consideration non-current		—		—		—		—
Total contingent consideration	$	—	$	—	$	1,717	$	1,717


(in thousands)
Balance at January 1, 2021	$	1,660
Fair value adjustments		57
Payments during the year		—
Balance at June 30, 2021	$	1,717