Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 22, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40349 | |
Entity Registrant Name | DoubleVerify Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-2714562 | |
Entity Address, Address Line One | 462 Broadway | |
Entity Address, City or Town | New York | |
Entity Address State Or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | 212 | |
Local Phone Number | 631-2111 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | DV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 170,044,811 | |
Entity Central Index Key | 0001819928 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 256,066 | $ 310,131 |
Short-term investments | 82,754 | |
Trade receivables, net of allowances for doubtful accounts of $9,564 and $9,442 as of June 30, 2024 and December 31, 2023, respectively | 187,761 | 206,941 |
Prepaid expenses and other current assets | 32,977 | 15,930 |
Total current assets | 559,558 | 533,002 |
Property, plant and equipment, net | 64,521 | 58,020 |
Operating lease right-of-use assets, net | 66,155 | 60,470 |
Goodwill | 431,496 | 436,008 |
Intangible assets, net | 125,420 | 140,883 |
Deferred tax assets | 23,766 | 13,077 |
Other non-current assets | 1,727 | 1,571 |
Total assets | 1,272,643 | 1,243,031 |
Current liabilities | ||
Trade payables | 10,604 | 12,932 |
Accrued expenses | 44,136 | 44,264 |
Operating lease liabilities, current | 10,113 | 9,029 |
Income tax liabilities | 832 | 5,833 |
Current portion of finance lease obligations | 2,393 | 2,934 |
Other current liabilities | 11,447 | 8,863 |
Total current liabilities | 79,525 | 83,855 |
Operating lease liabilities, non-current | 76,265 | 71,563 |
Finance lease obligations | 1,844 | 2,865 |
Deferred tax liabilities | 7,031 | 8,119 |
Other non-current liabilities | 2,815 | 2,690 |
Total liabilities | 167,480 | 169,092 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity | ||
Common stock, $0.001 par value, 1,000,000 shares authorized, 172,634 shares issued and 171,244 outstanding as of June 30, 2024; 1,000,000 shares authorized, 171,168 shares issued and 171,146 outstanding as of December 31, 2023 | 173 | 171 |
Additional paid-in capital | 926,062 | 878,331 |
Treasury stock, at cost, 1,390 shares and 22 shares as of June 30, 2024 and December 31, 2023, respectively | (25,443) | (743) |
Retained earnings | 213,613 | 198,983 |
Accumulated other comprehensive loss, net of income taxes | (9,242) | (2,803) |
Total stockholders' equity | 1,105,163 | 1,073,939 |
Total liabilities and stockholders' equity | $ 1,272,643 | $ 1,243,031 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) | ||
Trade receivables, net of allowances | $ 9,564 | $ 9,442 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued | 172,634 | 171,168 |
Common stock, shares outstanding | 171,244 | 171,146 |
Treasury stock, shares | 1,390 | 22 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) | ||||
Revenue | $ 155,890 | $ 133,744 | $ 296,672 | $ 256,338 |
Cost of revenue (exclusive of depreciation and amortization shown separately below) | 26,102 | 26,191 | 52,720 | 50,143 |
Product development | 39,806 | 31,941 | 76,200 | 60,496 |
Sales, marketing and customer support | 44,863 | 31,537 | 82,735 | 57,249 |
General and administrative | 23,066 | 19,755 | 45,141 | 39,943 |
Depreciation and amortization | 11,004 | 9,676 | 21,932 | 18,659 |
Income from operations | 11,049 | 14,644 | 17,944 | 29,848 |
Interest expense | 233 | 247 | 465 | 503 |
Other income, net | (2,064) | (2,476) | (4,336) | (5,210) |
Income before income taxes | 12,880 | 16,873 | 21,815 | 34,555 |
Income tax expense | 5,406 | 4,034 | 7,185 | 9,541 |
Net income | $ 7,474 | $ 12,839 | $ 14,630 | $ 25,014 |
Earnings per share: | ||||
Basic | $ 0.04 | $ 0.08 | $ 0.09 | $ 0.15 |
Diluted | $ 0.04 | $ 0.07 | $ 0.08 | $ 0.15 |
Weighted-average common stock outstanding: | ||||
Basic | 171,628 | 166,540 | 171,467 | 166,088 |
Diluted | 175,961 | 172,488 | 176,850 | 172,129 |
Comprehensive income: | ||||
Net income | $ 7,474 | $ 12,839 | $ 14,630 | $ 25,014 |
Other comprehensive (loss) income: | ||||
Foreign currency cumulative translation adjustment | (1,814) | (377) | (6,439) | 816 |
Total comprehensive income | $ 5,660 | $ 12,462 | $ 8,191 | $ 25,830 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Common Stock | Treasury Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income Net of Income Taxes | Total |
Balance at Dec. 31, 2022 | $ 165 | $ (796) | $ 756,299 | $ 127,517 | $ (6,326) | $ 876,859 |
Balance (in shares) at Dec. 31, 2022 | 165,448 | 31 | ||||
Foreign currency translation adjustment | 1,193 | 1,193 | ||||
Shares repurchased for settlement of employee tax withholdings | $ (787) | (787) | ||||
Shares repurchased for settlement of employee tax withholdings (in shares) | 30 | |||||
Stock-based compensation expense | 11,992 | 11,992 | ||||
Common stock issued upon exercise of stock options | $ 1 | 1,765 | 1,766 | |||
Common stock issued upon exercise of stock options (in shares) | 527 | |||||
Common stock issued upon vesting of restricted stock units (in shares) | 182 | |||||
Treasury stock reissued upon settlement of equity awards | $ 914 | (914) | ||||
Treasury stock reissued upon settlement of equity awards (in shares) | (35) | |||||
Net income | 12,175 | 12,175 | ||||
Balance at Mar. 31, 2023 | $ 166 | $ (669) | 769,142 | 139,692 | (5,133) | 903,198 |
Balance (in shares) at Mar. 31, 2023 | 166,157 | 26 | ||||
Balance at Dec. 31, 2022 | $ 165 | $ (796) | 756,299 | 127,517 | (6,326) | 876,859 |
Balance (in shares) at Dec. 31, 2022 | 165,448 | 31 | ||||
Foreign currency translation adjustment | 816 | |||||
Net income | 25,014 | |||||
Balance at Jun. 30, 2023 | $ 167 | $ (528) | 787,562 | 152,531 | (5,510) | 934,222 |
Balance (in shares) at Jun. 30, 2023 | 167,250 | 16 | ||||
Balance at Mar. 31, 2023 | $ 166 | $ (669) | 769,142 | 139,692 | (5,133) | 903,198 |
Balance (in shares) at Mar. 31, 2023 | 166,157 | 26 | ||||
Foreign currency translation adjustment | (377) | (377) | ||||
Shares repurchased for settlement of employee tax withholdings | $ (1,966) | (1,966) | ||||
Shares repurchased for settlement of employee tax withholdings (in shares) | 57 | |||||
Stock-based compensation expense | 15,399 | 15,399 | ||||
Common stock issued upon exercise of stock options | $ 1 | 3,990 | 3,991 | |||
Common stock issued upon exercise of stock options (in shares) | 711 | |||||
Common stock issued upon vesting of restricted stock units (in shares) | 333 | |||||
Treasury stock reissued upon settlement of equity awards | $ 2,107 | (2,107) | ||||
Treasury stock reissued upon settlement of equity awards (in shares) | (67) | |||||
Common stock issued under employee purchase plan | 1,138 | 1,138 | ||||
Common stock issued under employee purchase plan (in shares) | 49 | |||||
Net income | 12,839 | 12,839 | ||||
Balance at Jun. 30, 2023 | $ 167 | $ (528) | 787,562 | 152,531 | (5,510) | 934,222 |
Balance (in shares) at Jun. 30, 2023 | 167,250 | 16 | ||||
Balance at Dec. 31, 2023 | $ 171 | $ (743) | 878,331 | 198,983 | (2,803) | 1,073,939 |
Balance (in shares) at Dec. 31, 2023 | 171,168 | 22 | ||||
Foreign currency translation adjustment | (4,625) | (4,625) | ||||
Shares repurchased for settlement of employee tax withholdings | $ (1,792) | (1,792) | ||||
Shares repurchased for settlement of employee tax withholdings (in shares) | 48 | |||||
Stock-based compensation expense | 20,718 | 20,718 | ||||
Common stock issued upon exercise of stock options | 1,695 | 1,695 | ||||
Common stock issued upon exercise of stock options (in shares) | 153 | |||||
Common stock issued upon vesting of restricted stock units | $ 1 | (1) | ||||
Common stock issued upon vesting of restricted stock units (in shares) | 435 | |||||
Treasury stock reissued upon settlement of equity awards | $ 1,389 | (1,389) | ||||
Treasury stock reissued upon settlement of equity awards (in shares) | (38) | |||||
Net income | 7,156 | 7,156 | ||||
Balance at Mar. 31, 2024 | $ 172 | $ (1,146) | 899,354 | 206,139 | (7,428) | 1,097,091 |
Balance (in shares) at Mar. 31, 2024 | 171,756 | 32 | ||||
Balance at Dec. 31, 2023 | $ 171 | $ (743) | 878,331 | 198,983 | (2,803) | 1,073,939 |
Balance (in shares) at Dec. 31, 2023 | 171,168 | 22 | ||||
Foreign currency translation adjustment | $ (6,439) | |||||
Common stock issued upon exercise of stock options (in shares) | 363 | |||||
Net income | $ 14,630 | |||||
Balance at Jun. 30, 2024 | $ 173 | $ (25,443) | 926,062 | 213,613 | (9,242) | 1,105,163 |
Balance (in shares) at Jun. 30, 2024 | 172,634 | 1,390 | ||||
Balance at Mar. 31, 2024 | $ 172 | $ (1,146) | 899,354 | 206,139 | (7,428) | 1,097,091 |
Balance (in shares) at Mar. 31, 2024 | 171,756 | 32 | ||||
Foreign currency translation adjustment | (1,814) | (1,814) | ||||
Shares repurchased for settlement of employee tax withholdings | $ (660) | (660) | ||||
Shares repurchased for settlement of employee tax withholdings (in shares) | 30 | |||||
Stock-based compensation expense | 25,315 | 25,315 | ||||
Common stock issued upon exercise of stock options | 870 | 870 | ||||
Common stock issued upon exercise of stock options (in shares) | 126 | |||||
Common stock issued upon vesting of restricted stock units | $ 1 | (1) | ||||
Common stock issued upon vesting of restricted stock units (in shares) | 628 | |||||
Shares repurchased under the Repurchase Program | $ 25,027 | 25,027 | ||||
Share repurchase program, shares repurchased | 1,369 | |||||
Treasury stock reissued upon settlement of equity awards | $ 1,390 | (1,390) | ||||
Treasury stock reissued upon settlement of equity awards (in shares) | (41) | |||||
Common stock issued under employee purchase plan | 1,914 | 1,914 | ||||
Common stock issued under employee purchase plan (in shares) | 124 | |||||
Net income | 7,474 | 7,474 | ||||
Balance at Jun. 30, 2024 | $ 173 | $ (25,443) | $ 926,062 | $ 213,613 | $ (9,242) | $ 1,105,163 |
Balance (in shares) at Jun. 30, 2024 | 172,634 | 1,390 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net income | $ 14,630 | $ 25,014 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Bad debt expense | 1,453 | 3,706 |
Depreciation and amortization expense | 21,932 | 18,659 |
Amortization of debt issuance costs | 147 | 147 |
Non-cash lease expense | 3,191 | 3,293 |
Deferred taxes | (11,530) | (16,639) |
Stock-based compensation expense | 44,956 | 26,980 |
Interest (income) expense, net | (784) | 25 |
Loss on disposal of fixed assets | 5 | |
Other | 1,582 | 209 |
Changes in operating assets and liabilities | ||
Trade receivables | 16,397 | (12,214) |
Prepaid expenses and other assets | (17,208) | (11,168) |
Trade payables | (2,076) | 2,126 |
Accrued expenses and other liabilities | (5,035) | (7,979) |
Net cash provided by operating activities | 67,655 | 32,164 |
Investing activities: | ||
Purchase of property, plant and equipment | (13,558) | (7,671) |
Purchase of short-term investments | (81,937) | |
Net cash used in investing activities | (95,495) | (7,671) |
Financing activities: | ||
Proceeds from revolving credit facility | 50,000 | |
Payments to revolving credit facility | (50,000) | |
Proceeds from common stock issued upon exercise of stock options | 2,565 | 5,757 |
Proceeds from common stock issued under employee purchase plan | 1,914 | 1,138 |
Finance lease payments | (1,562) | (1,028) |
Shares repurchased under the Repurchase Program | (25,027) | |
Shares repurchased for settlement of employee tax withholdings | (2,452) | (2,753) |
Net cash (used in) provided by financing activities | (24,562) | 3,114 |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (850) | 15 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (53,252) | 27,622 |
Cash, cash equivalents, and restricted cash - Beginning of period | 310,257 | 267,938 |
Cash, cash equivalents, and restricted cash - End of period | 257,005 | 295,560 |
Supplemental cash flow information: | ||
Cash paid for taxes | 29,491 | 41,284 |
Cash paid for interest | 350 | 389 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances | 9,211 | 1,261 |
Acquisition of equipment under finance lease | 5,479 | |
Capital assets financed by accounts payable and accrued expenses | 18 | 480 |
Stock-based compensation included in capitalized software development costs | $ 1,064 | $ 411 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2024 | Jun. 30, 2023 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | ||
Cash and cash equivalents | $ 256,066 | $ 295,437 |
Restricted cash (included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets) | 939 | 123 |
Total cash and cash equivalents and restricted cash | $ 257,005 | $ 295,560 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Description of Business | |
Description of Business | 1. Description of Business DoubleVerify Holdings, Inc. (the “Company”) is one of the industry’s leading media effectiveness platforms that leverages artificial intelligence (“AI”) to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads. The Company was incorporated on August 16, 2017, is registered in the state of Delaware and is the parent company of DoubleVerify Midco, Inc. (“MidCo”), which is in turn the parent company of DoubleVerify Inc. On August 18, 2017, DoubleVerify Inc. entered into an agreement and plan of merger (the “Agreement”), whereby the Company and Pixel Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company, agreed to provide for the merger of the Merger Sub with DoubleVerify Inc. pursuant to the terms and conditions of the Agreement. On the effective date, Merger Sub was merged with and into DoubleVerify Inc. whereupon the separate corporate existence of Merger Sub ceased and DoubleVerify Inc. continued as the surviving corporation. Through the merger, the Company acquired 100% of the outstanding equity instruments of DoubleVerify Inc., (the “Acquisition”) resulting in a change of control at the parent level. The merger resulted in the application of acquisition accounting under the provisions of Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 805 , The Company is headquartered in New York, New York and has wholly-owned subsidiaries in numerous jurisdictions, including Israel, the United Kingdom, the United Arab Emirates, Germany, Singapore, Australia, Canada, Brazil, Belgium, Mexico, France, Japan, Spain, Finland, Italy and India, and operates in one reportable segment. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 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, 2024 and December 31, 2023, the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2024 and 2023, the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted pursuant to SEC rules that would ordinarily be required under GAAP for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2023. Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition criteria including the determination of principal versus agent revenue considerations, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. These estimates are based on the information available as of the date of the Condensed Consolidated Financial Statements . Short-term Investments Debt Securities The Company’s accounting for debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in marketable debt securities include U.S. treasury bills. The Company considers all of its marketable debt securities as available for use in current operations and, therefore, classifies these securities as Short-term investments on the Condensed Consolidated Balance Sheets. Marketable debt securities are classified as available-for-sale and are initially recorded at fair value. Unrealized gains and losses related to available-for-sale debt securities are recorded as a separate component of Other comprehensive (loss) income, net of tax on the Condensed Consolidated Statements of Operations and Comprehensive Income until realized. Interest on marketable debt securities classified as available-for-sale is included as a component of Other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. Refer to Footnote 8, Fair Value Measurement, for further information. The Company accounts for credit losses on available-for-sale debt securities in accordance with ASC 326, “Financial Instruments - Credit Losses” (“ASC 326”). The Company uses ASC 326 to assess the investment portfolio for impairment at the individual security level and evaluates all securities in an unrealized loss position to determine if the impairment is credit related (realized loss recorded in earnings) or non-credit related (unrealized loss). Recently Issued Accounting Pronouncements Segment Reporting – Improvements to Reportable Segment Disclosures In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the update requires retrospective application to all prior periods presented. The Company is currently in the process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements. Income Taxes – Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. The Company is currently in the process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue | |
Revenue | 3. Revenue The following table disaggregates revenue between advertiser customers, where revenue is generated based on the number of ads measured for Measurement or measured and purchased for Activation, and Supply-side customers, where revenue is generated based on contracts with minimum guarantees or contracts that contain overages after minimum guarantees are achieved. Disaggregated revenue by customer type was as follows: Three Months Ended Six Months Ended June 30, June 30, ( in thousands) 2024 2023 2024 2023 Activation $ 87,471 $ 77,942 $ 166,793 $ 147,834 Measurement 54,817 44,989 104,092 86,374 Supply-side customer 13,602 10,813 25,787 22,130 Total revenue $ 155,890 $ 133,744 $ 296,672 $ 256,338 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 $54.6 million and $55.0 million as of June 30, 2024 and December 31, 2023, respectively. Remaining Performance Obligations As of June 30, 2024, the Company had $16.9 million of remaining performance obligations which are expected to be recognized over the next one |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2024 | |
Business Combinations | |
Business Combinations | 4. Business Combinations Scibids Technology SAS On August 14, 2023, the Company acquired all of the outstanding stock of Scibids Technology SAS (“Scibids”), a global leader in AI technology for digital campaign optimization. The acquisition combines DoubleVerify’s proprietary data with Scibids’ AI-powered optimization technology to provide advertiser customers with enhanced insights and control over their advertising performance. The total purchase price of $121.1 million, net of cash acquired, includes measurement period adjustments of $0.3 million recorded during the three months ended June 30, 2024. The effect of these adjustments on the preliminary purchase price allocation was a decrease to the purchase consideration of $0.3 million and a corresponding decrease recorded to Goodwill The preliminary allocations of the purchase price for Scibids are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the accompanying Condensed Consolidated Financial Statements. The allocations of the purchase price will be finalized once all information is obtained and assessed, not to exceed one year from the acquisition date. As of June 30, 2024, the purchase price allocation for Scibids is subject to the finalization of working capital adjustments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 5. The following is a summary of changes to the goodwill carrying value from December 31, 2023 to June 30, 2024: (in thousands) Goodwill at December 31, 2023 $ 436,008 Measurement period adjustments (300) Foreign exchange impact (4,212) Goodwill at June 30, 2024 $ 431,496 The following table summarizes the Company’s intangible assets and related accumulated amortization: ( in thousands) June 30, 2024 December 31, 2023 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trademarks and brands $ 11,733 $ (5,561) $ 6,172 $ 11,734 $ (5,140) $ 6,594 Customer relationships 160,520 (69,985) 90,535 161,173 (62,955) 98,218 Developed technology 92,243 (63,530) 28,713 93,013 (56,942) 36,071 Non-compete agreements 64 (64) — 66 (66) — Total intangible assets $ 264,560 $ (139,140) $ 125,420 $ 265,986 $ (125,103) $ 140,883 Amortization expense related to intangible assets for the three months ended June 30, 2024 and June 30, 2023 was $7.1 million and $6.4 million, respectively. Amortization expense related to intangible assets amounted to $14.4 million and $12.6 million for the six months ended June 30, 2024 and June 30, 2023, respectively. Estimated future expected amortization expense of intangible assets as of June 30, 2024 is as follows: (in thousands) 2024 (for remaining six months) $ 14,247 2025 26,702 2026 21,948 2027 18,045 2028 14,913 2029 12,562 Thereafter 17,003 Total $ 125,420 The weighted-average remaining useful life by major asset classes as of June 30, 2024 is as follows: (In years) Trademarks and brands 8 Customer relationships 6 Developed technology 2 There were no impairments of Goodwill or Intangible assets identified during the six months ended June 30, 2024 and June 30, 2023. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment | |
Property, Plant and Equipment, net | 6. Property, plant and equipment, including equipment under finance lease obligations and capitalized software development costs, consisted of the following: As of (in thousands) June 30, 2024 December 31, 2023 Computers and peripheral equipment $ 26,360 $ 25,013 Office furniture and equipment 3,554 3,170 Leasehold improvements 34,766 32,595 Capitalized software development costs 44,865 35,039 Less accumulated depreciation and amortization (45,024) (37,797) Total property, plant and equipment, net $ 64,521 $ 58,020 For the three months ended June 30, 2024 and June 30, 2023, total depreciation expense was $3.9 million and $3.3 million, respectively. For the six months ended June 30, 2024 and June 30, 2023, total depreciation expense was $7.5 million and $6.1 million, respectively. Property and equipment under finance lease obligations, consisting of computer equipment, totaled $17.8 million as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024 and December 31, 2023, accumulated depreciation related to property and equipment under finance lease obligations totaled $14.0 million and $12.9 million, respectively. Refer to Note 7, Leases. There were no impairments of Property, plant and equipment identified during the six months ended June 30, 2024 and June 30, 2023. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | 7. Leases The following table presents lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the three and six months ended June 30, 2024 and 2023, respectively. Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Lease cost: Operating lease cost (1) $ 2,690 $ 2,582 $ 5,327 $ 5,169 Finance lease cost: Depreciation of finance lease assets (2) 493 314 1,112 531 Interest on finance lease liabilities (3) 57 43 121 66 Short-term lease cost (1) 327 243 644 489 Sublease income (1) — (267) — (534) Total lease cost $ 3,567 $ 2,915 $ 7,204 $ 5,721 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,522 $ 1,516 $ 5,038 $ 2,852 Operating cash outflows from finance leases $ 81 $ 17 $ 155 $ 40 Financing cash outflows from finance leases $ 747 $ 515 $ 1,562 $ 1,028 (1) Included in Cost of revenue, Sales, marketing and customer support, Product development and General and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. (2) Included in Depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. (3) Included in Interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of June 30, 2024 and 2023, respectively: June 30, 2024 2023 Weighted-average remaining lease term - operating leases (in years) 12.5 13.8 Weighted-average remaining lease term - finance leases (in years) 1.9 2.6 Weighted-average discount rate - operating leases 4.8% 4.5% Weighted-average discount rate - finance leases 5.5% 5.2% Maturities of lease liabilities as of June 30, 2024 were as follows: June 30, 2024 (in thousands) Operating Leases Finance Leases 2024 (for remaining six months) $ 5,327 $ 1,497 2025 10,153 2,150 2026 9,414 819 2027 8,863 2028 7,722 2029 8,145 Thereafter 67,156 Total lease payments 116,780 4,466 Less amount representing interest (30,402) (229) Present value of total lease payments $ 86,378 $ 4,237 As of June 30, 2024, the Company has entered into additional international office space leases that have not yet commenced with contractual commitments of $1.5 million. These operating leases will commence in fiscal year 2025 with lease terms of two There were no impairments of Operating lease right-of-use assets identified during the six months ended June 30, 2024 and June 30, 2023. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurement | |
Fair Value Measurement | 8. Fair Value Measurement The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: As of June 30, 2024 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total Fair Value ( in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents $ 707 $ — $ — $ 707 Short-term investments $ 82,754 $ — $ — $ 82,754 As of December 31, 2023 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Tota1 Fair Value (in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents $ 61,463 $ — $ — $ 61,463 As of June 30, 2024, Cash equivalents consisted of money market funds of $0.7 million. As of December 31, 2023, Cash equivalents consisted of treasury bills with original maturities at the date of purchase of three months or less and money market funds of $61.5 million. Short-term investments consisted of treasury bills of $82.8 million as of June 30, 2024. As of June 30, 2024, all of the Company’s Short-term investments are contractually due within one year. As of June 30, 2024 and December 31, 2023, the amortized cost of the Company’s treasury bills approximated fair value. The Company did not record any unrealized gains, unrealized losses, or credit losses for the three and six months ended June 30, 2024. |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Long-term Debt. | |
Long-term Debt | 9. Long-term Debt On October 1, 2020, DoubleVerify Inc., as borrower (the “Borrower”), and MidCo, as guarantor, entered into an amendment and restatement agreement with the banks and other financial institutions party thereto, as lenders, and Capital One, National Association, as administrative agent, letter of credit issuer and swing lender, and others, to (i) amend and restate the Company’s prior credit agreement, as amended and restated on October 1, 2020 (the “Credit Agreement”) and (ii) replace the Company’s prior credit facilities with a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $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 calculated in accordance with the Credit Agreement. On March 29, 2023, the Company entered into an amendment to the New Revolving Credit Facility to replace the LIBOR based interest rate with a Secured Overnight Financing Rate (“SOFR”) based interest rate . The New Revolving Credit Facility contains a number of significant negative covenants. Subject to certain exceptions, these covenants require the Borrower to comply with certain requirements and restrictions on its ability to, among other things: incur indebtedness; create liens; engage in mergers or consolidations; make investments, loans and advances; pay dividends or other distributions and repurchase capital stock; sell assets; engage in certain transactions with affiliates; enter into sale and leaseback transactions; and make certain accounting changes. As a result of these restrictions, substantially all of the net assets of the Borrower are restricted from distribution to the Company or any holders of its equity. The New Revolving Credit Facility has a first priority lien on substantially all of the assets of MidCo, the Borrower and Ad-Juster Inc., the Company’s indirect subsidiary. The New Revolving Credit Facility requires the Borrower to remain in compliance with a maximum total net leverage ratio and a minimum fixed charge coverage ratio, each as defined in the Credit Agreement. As of June 30, 2024, the maximum total net leverage ratio and minimum fixed charge coverage ratio was 3.5x and 1.25x, respectively. The Borrower was in compliance with all covenants under the New Revolving Credit Facility as of June 30, 2024. As of June 30, 2024 and December 31, 2023, there was no outstanding debt under the New Revolving Credit Facility. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax | |
Income Tax | 10. Income Tax The Company’s quarterly income tax provision is calculated using an estimated annual effective income tax rate (“ETR”) based on historical information and forward-looking estimates. The Company’s estimated annual ETR may fluctuate due to changes in forecasted annual pre-tax income, and changes to forecasted permanent book to tax differences (e.g., non-deductible expenses). The Company’s ETR for a particular reporting period may fluctuate as the result of changes to the valuation allowance for net deferred tax assets, the impact of anticipated tax settlements with federal, state, or foreign tax authorities, or the impact of tax law changes. The Company identifies items that are unusual and non-recurring in nature and treats these as discrete events. The tax effect of these discrete events is booked entirely in the quarter in which they occur. During the three and six months ended June 30, 2024, the Company recorded an income tax provision of $5.4 million and $7.2 million, respectively, resulting in an effective tax rate of 42.0% and 32.9%, that includes the effects of various permanent book-to-tax adjustments, foreign tax rate differences, U.S. tax on foreign operations, and U.S. state/local taxes. During the three and six months ended June 30, 2023, the Company recorded an income tax provision of $4.0 million and $9.5 million, respectively, resulting in an effective tax rate of 23.1% and 27.2%. A valuation allowance has been established against a small amount of foreign capital losses and certain U.S. tax loss carryforwards. All other net deferred tax assets have been determined to be more likely than not realizable. The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations, and the expected timing of the reversals of existing temporary differences. The Company accounts for uncertainty in income taxes utilizing ASC 740-10, “Income Taxes.” ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosures. The application of ASC 740-10 requires judgment related to the uncertainty in income taxes and could impact the Company’s effective tax rate. The Company and its subsidiaries file income tax returns with the Internal Revenue Service (“IRS”) in various state and international jurisdictions. The Company’s Israeli subsidiary is under audit by the Israeli Tax Authority for the 2021 and later tax years. The Company is also under audit by the Commonwealth of Massachusetts for the 2019 and 2020 tax years. These examinations may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes. Aside from the aforementioned, the Company is not currently under audit in any other jurisdiction. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share | |
Earnings Per Share | 11. Earnings Per Share The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net Income (basic and diluted) $ 7,474 $ 12,839 $ 14,630 $ 25,014 Denominator: Weighted-average common shares outstanding 171,628 166,540 171,467 166,088 Dilutive effect of share-based awards 4,333 5,948 5,383 6,041 Weighted-average dilutive shares outstanding 175,961 172,488 176,850 172,129 Basic earnings per share $ 0.04 $ 0.08 $ 0.09 $ 0.15 Diluted earnings per share $ 0.04 $ 0.07 $ 0.08 $ 0.15 Approximately 8.9 million and 3.9 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, 2024, respectively, because they were antidilutive. Approximately 8.6 million and 7.7 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, 2023, respectively, because they were also antidilutive. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Stock-Based Compensation | |
Stock-Based Compensation | 12. Stock-Based Compensation Employee Equity Incentive Plan On September 20, 2017, the Company established its 2017 Omnibus Equity Incentive Program (the “2017 Plan”) which provides for the granting of equity-based awards to certain employees, directors, independent contractors, consultants and agents. Under the 2017 Plan, the Company may grant non-qualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards. On April 19, 2021, the Company established its 2021 Omnibus Equity Incentive Plan (“2021 Equity Plan”). The 2021 Equity Plan provides for the grant of stock options (including qualified incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash settled incentive awards. Stock Options Options become exercisable subject to vesting schedules up to four years from the date of the grant and subject to certain timing restrictions upon an employee’s separation of service and no later than 10 years after the grant date. A summary of stock option activity as of and for the six months ended June 30, 2024 is as follows: Stock Option Weighted Average Remaining Number of Weighted Average Contractual Life Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding as of December 31, 2023 9,992 $ 17.01 6.91 $ 197,598 Options granted — — Options exercised (363) 7.09 Options forfeited (46) 31.01 Outstanding as of June 30, 2024 9,583 $ 17.32 6.42 $ 61,419 Options expected to vest as of June 30, 2024 2,194 $ 25.96 7.94 $ 1,271 Options exercisable as of June 30, 2024 7,297 $ 14.61 5.94 $ 60,147 Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were no stock options granted that contain both market-based and performance-based vesting conditions during the six months ended June 30, 2024. During the six months ended June 30, 2024, 50 stock options were exercised and 1,323 market-based and performance-based stock options remain outstanding as of June 30, 2024. The total intrinsic value of options exercised during the six months ended June 30, 2024 and June 30, 2023 was $8.3 million and $34.1 million, respectively. The Company’s board of directors (the “Board”) did not declare or pay dividends on any Company stock during the six months ended June 30, 2024 and June 30, 2023. Restricted Stock Units (“RSUs”) RSUs are subject to vesting schedules up to four years from the date of the grant and subject to certain restrictions upon employee separation. A summary of RSUs activity as of and for the six months ended June 30, 2024 is as follows: RSUs Number of Weighted Average Shares Grant Date Fair Value Outstanding as of December 31, 2023 4,720 $ 28.03 Granted 2,727 32.97 Vested (1,063) 28.96 Forfeited (152) 29.00 Outstanding as of June 30, 2024 6,232 $ 30.01 The total grant date fair value of RSUs that vested during the six months ended June 30, 2024 was $30.8 million. Performance Stock Units (“PSUs”) PSUs are subject to vesting and performance periods of up to approximately three years from the date of the grant. A summary of PSUs activity as of and for the six months ended June 30, 2024 is as follows: PSUs Weighted Average Grant Number of Date Fair Shares (1) Value Outstanding as of December 31, 2023 480 $ 41.31 Granted 186 41.28 Vested — — Forfeited — — Outstanding as of June 30, 2024 666 $ 41.30 (1) The fair market value of PSUs with market-based and service-based vesting conditions granted for the years presented has been estimated on the grant date using the Monte Carlo Simulation model with the following assumptions: 2024 Risk‑free interest rate (percentage) 3.9 - 4.1 Expected dividend yield (percentage) — Expected volatility (percentage) 46.7 Stock-based Compensation Expense Total stock-based compensation expense recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income was as follows: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2024 2023 2024 2023 Product development $ 9,734 $ 5,975 $ 17,107 $ 10,354 Sales, marketing and customer support 7,503 4,746 13,439 8,253 General and administrative 7,478 4,446 14,410 8,373 Total stock-based compensation $ 24,715 $ 15,167 $ 44,956 $ 26,980 As of June 30, 2024, unrecognized stock-based compensation expense was $203.2 million, which is expected to be recognized over a weighted-average period of 1.4 years. Employee Stock Purchase Plan (“ESPP”) In March 2021, the Board approved the Company’s 2021 ESPP. Purchases are accomplished through participation in discrete offering periods. The ESPP is available to U.S.-based employees and most of the Company’s non-U.S.-based employees. The current offering period began on June 1, 2024 and will end on November 30, 2024. The Company expects the program to continue consecutively for six-month offering periods for the foreseeable future. Under the ESPP, eligible employees are able to acquire shares of the Company’s common stock by accumulating funds through payroll deductions. The purchase price for shares of common stock purchased under the ESPP is 85% of the lesser of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of the applicable offering period. Employees are required to hold shares purchased for a minimum of six months following the purchase date. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the requisite service period of each award. Stock-based compensation expense related to the ESPP totaled $0.3 million and $0.5 million for the three and six months ended June 30, 2024, respectively. Stock-based compensation expense related to the ESPP totaled $0.2 million and $0.3 million for the three and six months ended June 30, 2023, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity Repurchase Program On May 16, 2024, the Company announced that the Board authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion. During the three months ended June 30, 2024, the Company repurchased 1.4 million shares of its common stock for an aggregate repurchase amount of $25.0 million, which included immaterial amounts of broker commissions. As of June 30, 2024, $125.0 million remained available and authorized for repurchase under the Repurchase Program. Activity under the Repurchase Program was recognized in the Condensed Consolidated Balance Sheets on a trade-date basis. |
Supplemental Financial Statemen
Supplemental Financial Statement Information | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Financial Statement Information | |
Supplemental Financial Statement Information | 14. Supplemental Financial Statement Information Accrued Expenses Accrued expenses as of June 30, 2024 and December 31, 2023 were as follows: As of (in thousands) June 30, 2024 December 31, 2023 Vendor payments $ 6,060 $ 6,286 Employee commissions and bonuses 18,105 20,809 Payroll and other employee related expense 13,489 10,602 401k and pension expense 1,857 2,982 Other taxes 4,625 3,585 Total accrued expenses $ 44,136 $ 44,264 Other Income, Net The components of Other income, net recorded in the Condensed Consolidated Statements of Operations and Comprehensive Income were as follows: Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2024 2023 2024 2023 Interest income $ (3,311) $ (2,686) $ (6,590) $ (5,442) Foreign currency exchange loss 1,239 209 2,217 229 Other miscellaneous expense, net 8 1 37 3 Other income, net $ (2,064) $ (2,476) $ (4,336) $ (5,210) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 15. Commitments and Contingencies Contingencies Litigation From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. The Company records liabilities for contingencies including legal costs when it is probable that a liability has been incurred and when the amount can be reasonably estimated. Legal costs are expensed as incurred. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Information | |
Segment Information | 16. Segment Information The Company has determined that it operates as one operating and reportable |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events In July 2024, the Company repurchased 1.3 million shares of its common stock for an aggregate repurchase amount of $25.0 million, which included immaterial amounts of broker commissions. As of July 30, 2024, $100.0 million remained available and authorized for repurchase under the Repurchase Program. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 7,474 | $ 7,156 | $ 12,839 | $ 12,175 | $ 14,630 | $ 25,014 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Preparation and Principles of Consolidation | Basis of Preparation and Principles of Consolidation The accompanying Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023, the Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2024 and 2023, the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023, and the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair presentation of the results for the periods shown in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the applicable rules and regulations of the SEC for interim financial reporting periods. Accordingly, certain information and footnote disclosures have been condensed or omitted pursuant to SEC rules that would ordinarily be required under GAAP for complete financial statements. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2023. |
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements | Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition criteria including the determination of principal versus agent revenue considerations, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. These estimates are based on the information available as of the date of the Condensed Consolidated Financial Statements . |
Short-term Investments | Short-term Investments Debt Securities The Company’s accounting for debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in marketable debt securities include U.S. treasury bills. The Company considers all of its marketable debt securities as available for use in current operations and, therefore, classifies these securities as Short-term investments on the Condensed Consolidated Balance Sheets. Marketable debt securities are classified as available-for-sale and are initially recorded at fair value. Unrealized gains and losses related to available-for-sale debt securities are recorded as a separate component of Other comprehensive (loss) income, net of tax on the Condensed Consolidated Statements of Operations and Comprehensive Income until realized. Interest on marketable debt securities classified as available-for-sale is included as a component of Other income, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. Refer to Footnote 8, Fair Value Measurement, for further information. The Company accounts for credit losses on available-for-sale debt securities in accordance with ASC 326, “Financial Instruments - Credit Losses” (“ASC 326”). The Company uses ASC 326 to assess the investment portfolio for impairment at the individual security level and evaluates all securities in an unrealized loss position to determine if the impairment is credit related (realized loss recorded in earnings) or non-credit related (unrealized loss). |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Segment Reporting – Improvements to Reportable Segment Disclosures In November 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the update requires retrospective application to all prior periods presented. The Company is currently in the process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements. Income Taxes – Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. The Company is currently in the process of evaluating the impact of this standard on the Company’s Condensed Consolidated Financial Statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue | |
Schedule of disaggregated revenue | Three Months Ended Six Months Ended June 30, June 30, ( in thousands) 2024 2023 2024 2023 Activation $ 87,471 $ 77,942 $ 166,793 $ 147,834 Measurement 54,817 44,989 104,092 86,374 Supply-side customer 13,602 10,813 25,787 22,130 Total revenue $ 155,890 $ 133,744 $ 296,672 $ 256,338 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets | |
Summary of changes to the goodwill carrying value | (in thousands) Goodwill at December 31, 2023 $ 436,008 Measurement period adjustments (300) Foreign exchange impact (4,212) Goodwill at June 30, 2024 $ 431,496 |
Schedule of intangible assets and related accumulated amortization | ( in thousands) June 30, 2024 December 31, 2023 Gross Carrying Accumulated Net Carrying Gross Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trademarks and brands $ 11,733 $ (5,561) $ 6,172 $ 11,734 $ (5,140) $ 6,594 Customer relationships 160,520 (69,985) 90,535 161,173 (62,955) 98,218 Developed technology 92,243 (63,530) 28,713 93,013 (56,942) 36,071 Non-compete agreements 64 (64) — 66 (66) — Total intangible assets $ 264,560 $ (139,140) $ 125,420 $ 265,986 $ (125,103) $ 140,883 |
Schedule of estimated future expected amortization expense of intangible assets | (in thousands) 2024 (for remaining six months) $ 14,247 2025 26,702 2026 21,948 2027 18,045 2028 14,913 2029 12,562 Thereafter 17,003 Total $ 125,420 |
Schedule of weighted-average remaining useful life by major asset classes | (In years) Trademarks and brands 8 Customer relationships 6 Developed technology 2 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment | |
Schedule of property, plant and equipment | As of (in thousands) June 30, 2024 December 31, 2023 Computers and peripheral equipment $ 26,360 $ 25,013 Office furniture and equipment 3,554 3,170 Leasehold improvements 34,766 32,595 Capitalized software development costs 44,865 35,039 Less accumulated depreciation and amortization (45,024) (37,797) Total property, plant and equipment, net $ 64,521 $ 58,020 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of lease cost and other information about leases | Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2024 2023 2024 2023 Lease cost: Operating lease cost (1) $ 2,690 $ 2,582 $ 5,327 $ 5,169 Finance lease cost: Depreciation of finance lease assets (2) 493 314 1,112 531 Interest on finance lease liabilities (3) 57 43 121 66 Short-term lease cost (1) 327 243 644 489 Sublease income (1) — (267) — (534) Total lease cost $ 3,567 $ 2,915 $ 7,204 $ 5,721 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases $ 2,522 $ 1,516 $ 5,038 $ 2,852 Operating cash outflows from finance leases $ 81 $ 17 $ 155 $ 40 Financing cash outflows from finance leases $ 747 $ 515 $ 1,562 $ 1,028 (1) Included in Cost of revenue, Sales, marketing and customer support, Product development and General and administrative expenses in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. (2) Included in Depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. (3) Included in Interest expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
Schedule of weighted-average remaining lease terms and discount rates | The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of June 30, 2024 and 2023, respectively: June 30, 2024 2023 Weighted-average remaining lease term - operating leases (in years) 12.5 13.8 Weighted-average remaining lease term - finance leases (in years) 1.9 2.6 Weighted-average discount rate - operating leases 4.8% 4.5% Weighted-average discount rate - finance leases 5.5% 5.2% |
Schedule of the future operating lease commitment under agreement | Maturities of lease liabilities as of June 30, 2024 were as follows: June 30, 2024 (in thousands) Operating Leases Finance Leases 2024 (for remaining six months) $ 5,327 $ 1,497 2025 10,153 2,150 2026 9,414 819 2027 8,863 2028 7,722 2029 8,145 Thereafter 67,156 Total lease payments 116,780 4,466 Less amount representing interest (30,402) (229) Present value of total lease payments $ 86,378 $ 4,237 |
Schedule of maturities of finance lease liabilities | June 30, 2024 (in thousands) Operating Leases Finance Leases 2024 (for remaining six months) $ 5,327 $ 1,497 2025 10,153 2,150 2026 9,414 819 2027 8,863 2028 7,722 2029 8,145 Thereafter 67,156 Total lease payments 116,780 4,466 Less amount representing interest (30,402) (229) Present value of total lease payments $ 86,378 $ 4,237 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurement | |
Schedule of financial instruments measured at fair value on recurring basis | As of June 30, 2024 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total Fair Value ( in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents $ 707 $ — $ — $ 707 Short-term investments $ 82,754 $ — $ — $ 82,754 As of December 31, 2023 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Tota1 Fair Value (in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents $ 61,463 $ — $ — $ 61,463 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share | |
Schedule of computations of the basic and diluted EPS | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net Income (basic and diluted) $ 7,474 $ 12,839 $ 14,630 $ 25,014 Denominator: Weighted-average common shares outstanding 171,628 166,540 171,467 166,088 Dilutive effect of share-based awards 4,333 5,948 5,383 6,041 Weighted-average dilutive shares outstanding 175,961 172,488 176,850 172,129 Basic earnings per share $ 0.04 $ 0.08 $ 0.09 $ 0.15 Diluted earnings per share $ 0.04 $ 0.07 $ 0.08 $ 0.15 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock-Based Compensation | |
Schedule of stock option activity | Stock Option Weighted Average Remaining Number of Weighted Average Contractual Life Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding as of December 31, 2023 9,992 $ 17.01 6.91 $ 197,598 Options granted — — Options exercised (363) 7.09 Options forfeited (46) 31.01 Outstanding as of June 30, 2024 9,583 $ 17.32 6.42 $ 61,419 Options expected to vest as of June 30, 2024 2,194 $ 25.96 7.94 $ 1,271 Options exercisable as of June 30, 2024 7,297 $ 14.61 5.94 $ 60,147 |
Schedule of restricted stock activity | RSUs Number of Weighted Average Shares Grant Date Fair Value Outstanding as of December 31, 2023 4,720 $ 28.03 Granted 2,727 32.97 Vested (1,063) 28.96 Forfeited (152) 29.00 Outstanding as of June 30, 2024 6,232 $ 30.01 |
Schedule of PSUs activity | PSUs Weighted Average Grant Number of Date Fair Shares (1) Value Outstanding as of December 31, 2023 480 $ 41.31 Granted 186 41.28 Vested — — Forfeited — — Outstanding as of June 30, 2024 666 $ 41.30 (1) |
Schedule of stock-based compensation expense | Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2024 2023 2024 2023 Product development $ 9,734 $ 5,975 $ 17,107 $ 10,354 Sales, marketing and customer support 7,503 4,746 13,439 8,253 General and administrative 7,478 4,446 14,410 8,373 Total stock-based compensation $ 24,715 $ 15,167 $ 44,956 $ 26,980 |
Performance share units (PSUs) | |
Stock-Based Compensation | |
Schedule of valuation assumptions | 2024 Risk‑free interest rate (percentage) 3.9 - 4.1 Expected dividend yield (percentage) — Expected volatility (percentage) 46.7 |
Supplemental Financial Statem_2
Supplemental Financial Statement Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Financial Statement Information | |
Schedule of accrued expenses | As of (in thousands) June 30, 2024 December 31, 2023 Vendor payments $ 6,060 $ 6,286 Employee commissions and bonuses 18,105 20,809 Payroll and other employee related expense 13,489 10,602 401k and pension expense 1,857 2,982 Other taxes 4,625 3,585 Total accrued expenses $ 44,136 $ 44,264 |
Schedule of other income, net | Three Months Ended Six Months Ended June 30, June 30, (in thousands) 2024 2023 2024 2023 Interest income $ (3,311) $ (2,686) $ (6,590) $ (5,442) Foreign currency exchange loss 1,239 209 2,217 229 Other miscellaneous expense, net 8 1 37 3 Other income, net $ (2,064) $ (2,476) $ (4,336) $ (5,210) |
Description of Business (Detail
Description of Business (Details) - segment | 6 Months Ended | |
Jun. 30, 2024 | Aug. 18, 2017 | |
Business Combinations | ||
Number of reportable segments | 1 | |
DoubleVerify Inc. | ||
Business Combinations | ||
Ownership percentage acquired | 100% |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Disaggregation of revenue | |||||
Total revenue | $ 155,890 | $ 133,744 | $ 296,672 | $ 256,338 | |
Unbilled receivable | 54,600 | 54,600 | $ 55,000 | ||
Remaining performance obligation | $ 16,900 | $ 16,900 | |||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||||
Disaggregation of revenue | |||||
Remaining performance obligations | 1 year | 1 year | |||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||||
Disaggregation of revenue | |||||
Remaining performance obligations | 3 years | 3 years | |||
Activation | |||||
Disaggregation of revenue | |||||
Total revenue | $ 87,471 | 77,942 | $ 166,793 | 147,834 | |
Measurement | |||||
Disaggregation of revenue | |||||
Total revenue | 54,817 | 44,989 | 104,092 | 86,374 | |
Supply - side customer | |||||
Disaggregation of revenue | |||||
Total revenue | $ 13,602 | $ 10,813 | $ 25,787 | $ 22,130 | |
Supply-side revenue | 8.70% | 8.70% |
Business Combinations - Acquisi
Business Combinations - Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Business Acquisition [Line Items] | ||
Adjustments recorded to goodwill | $ (300) | |
Scibids | ||
Business Acquisition [Line Items] | ||
Aggregate net cash purchase price | $ 121,100 | |
Measurement period adjustments recorded | 300 | |
Purchase consideration | (300) | |
Adjustments recorded to goodwill | $ (300) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Changes to the goodwill carrying value | |
Goodwill at Beginning | $ 436,008 |
Measurement period adjustments | (300) |
Foreign exchange impact | (4,212) |
Goodwill at Ending | $ 431,496 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Company's intangible assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | $ 264,560 | $ 264,560 | $ 265,986 | ||
Accumulated Amortization | (139,140) | (139,140) | (125,103) | ||
Total | 125,420 | 125,420 | 140,883 | ||
Amortization expense | 7,100 | $ 6,400 | 14,400 | $ 12,600 | |
Trademarks and brands | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 11,733 | 11,733 | 11,734 | ||
Accumulated Amortization | (5,561) | (5,561) | (5,140) | ||
Total | 6,172 | 6,172 | 6,594 | ||
Customer relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 160,520 | 160,520 | 161,173 | ||
Accumulated Amortization | (69,985) | (69,985) | (62,955) | ||
Total | 90,535 | 90,535 | 98,218 | ||
Developed Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 92,243 | 92,243 | 93,013 | ||
Accumulated Amortization | (63,530) | (63,530) | (56,942) | ||
Total | 28,713 | 28,713 | 36,071 | ||
Non-compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross Carrying Amount | 64 | 64 | 66 | ||
Accumulated Amortization | $ (64) | $ (64) | $ (66) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated future expected amortization expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 (for remaining six months) | $ 14,247 | |
2025 | 26,702 | |
2026 | 21,948 | |
2027 | 18,045 | |
2028 | 14,913 | |
2029 | 12,562 | |
Thereafter | 17,003 | |
Total | $ 125,420 | $ 140,883 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Weighted-average remaining useful life (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 |
Trademarks and brands | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining useful life | 8 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining useful life | 6 years | |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining useful life | 2 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Less accumulated depreciation and amortization | $ (45,024) | $ (45,024) | $ (37,797) | ||
Total property, plant and equipment, net | 64,521 | 64,521 | 58,020 | ||
Depreciation expense | 3,900 | $ 3,300 | 7,500 | $ 6,100 | |
Property, plant and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Impairments of Property, plant and equipment | 0 | $ 0 | |||
Computers and Peripheral Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment gross | 26,360 | 26,360 | 25,013 | ||
Finance lease assets, gross | 17,800 | 17,800 | 17,800 | ||
Finance lease assets, accumulated depreciation | 14,000 | 14,000 | 12,900 | ||
Office Furniture and Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment gross | 3,554 | 3,554 | 3,170 | ||
Leasehold Improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment gross | 34,766 | 34,766 | 32,595 | ||
Capitalized software development costs | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment gross | $ 44,865 | $ 44,865 | $ 35,039 |
Leases - Leases Cost (Details)
Leases - Leases Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lease cost: | ||||
Operating lease cost (1) | $ 2,690 | $ 2,582 | $ 5,327 | $ 5,169 |
Finance lease cost | ||||
Depreciation of finance lease assets (2) | 493 | 314 | 1,112 | 531 |
Interest on finance lease liabilities (3) | 57 | 43 | 121 | 66 |
Short-term lease cost (1) | 327 | 243 | 644 | 489 |
Sublease income (1) | (267) | (534) | ||
Total lease cost | 3,567 | 2,915 | 7,204 | 5,721 |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash outflows from operating leases | 2,522 | 1,516 | 5,038 | 2,852 |
Operating cash outflows from finance leases | 81 | 17 | 155 | 40 |
Financing cash outflows from finance leases | $ 747 | $ 515 | $ 1,562 | $ 1,028 |
Leases - Weighted-average remai
Leases - Weighted-average remaining lease terms and discount rates (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Leases | ||
Weighted-average remaining lease term - operating leases (in years) | 12 years 6 months | 13 years 9 months 18 days |
Weighted-average remaining lease term - finance leases (in years) | 1 year 10 months 24 days | 2 years 7 months 6 days |
Weighted-average discount rate - operating leases | 4.80% | 4.50% |
Weighted-average discount rate - finance leases | 5.50% | 5.20% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Maturities of operating lease liabilities | |
2024 (for remaining six months) | $ 5,327 |
2025 | 10,153 |
2026 | 9,414 |
2027 | 8,863 |
2028 | 7,722 |
2029 | 8,145 |
Thereafter | 67,156 |
Total lease payments | 116,780 |
Less amount representing interest | (30,402) |
Present value of total lease payments | $ 86,378 |
Leases - Maturities of Finance
Leases - Maturities of Finance Lease Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Maturities of finance lease liabilities | |
2024 (for remaining six months) | $ 1,497 |
2025 | 2,150 |
2026 | 819 |
Total lease payments | 4,466 |
Less amount representing interest | (229) |
Present value of total lease payments | $ 4,237 |
Leases - Narratives (Details)
Leases - Narratives (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Minimum | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Lease Term | 2 years |
Maximum | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Lease Term | 3 years |
Operating Lease, Lease Not yet Commenced | |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Unconditional Purchase Obligation | $ 1.5 |
Fair Value Measurement - Fair v
Fair Value Measurement - Fair value on a recurring basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Cash equivalents | $ 707 | $ 61,463 |
Short-term investments | 82,754 | |
Level 1 | ||
Assets: | ||
Cash equivalents | 707 | $ 61,463 |
Short-term investments | $ 82,754 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Treasury Bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 82.8 | |
Level 1 | Money market funds and time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0.7 | $ 61.5 |
Long-term Debt (Details)
Long-term Debt (Details) $ in Thousands | Mar. 29, 2023 | Oct. 01, 2020 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Debt Instrument [Line Items] | ||||
Maximum total net leverage ratio | 3.5 | |||
Minimum fixed charge coverage ratio | 1.25 | |||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of commitment fee payable periodically | 0.25% | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of commitment fee payable periodically | 0.40% | |||
Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 15,000 | |||
New Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 150,000 | |||
Outstanding amount | $ 0 | $ 0 | ||
New Revolving Credit Facility | SOFR | ||||
Debt Instrument [Line Items] | ||||
Spread rate | 2% | |||
New Revolving Credit Facility | Alternate Base Rate | ||||
Debt Instrument [Line Items] | ||||
Spread rate | 1% |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax | ||||
Income tax provision | $ 5,406 | $ 4,034 | $ 7,185 | $ 9,541 |
Effective tax rate | 42% | 23.10% | 32.90% | 27.20% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net Income (Loss) | $ 7,474 | $ 7,156 | $ 12,839 | $ 12,175 | $ 14,630 | $ 25,014 |
Denominator: | ||||||
Weighted-average common shares outstanding | 171,628 | 166,540 | 171,467 | 166,088 | ||
Dilutive effect of share-based awards | 4,333 | 5,948 | 5,383 | 6,041 | ||
Weighted-average dilutive shares outstanding | 175,961 | 172,488 | 176,850 | 172,129 | ||
Basic earnings per share | $ 0.04 | $ 0.08 | $ 0.09 | $ 0.15 | ||
Diluted earnings per share | $ 0.04 | $ 0.07 | $ 0.08 | $ 0.15 | ||
Weighted average shares issuable under stock-based awards, excluded from diluted EPS calculation | 8,900 | 8,600 | 3,900 | 7,700 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Equity Incentive Program | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term of award | 10 years |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Performance share units (PSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Options | ||
Outstanding beginning balance | shares | 9,992 | |
Options exercised | shares | (363) | |
Options forfeited | shares | (46) | |
Outstanding ending balance | shares | 9,583 | 9,992 |
Options expected to vest | shares | 2,194 | |
Options exercisable | shares | 7,297 | |
Weighted Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ / shares | $ 17.01 | |
Options exercised (in dollars per share) | $ / shares | 7.09 | |
Options forfeited (in dollars per share) | $ / shares | 31.01 | |
Outstanding ending balance (in dollars per share) | $ / shares | 17.32 | $ 17.01 |
Options expected to vest (in dollars per share) | $ / shares | 25.96 | |
Options exercisable (in dollars per share) | $ / shares | $ 14.61 | |
Additional disclosures | ||
Weighted Average Remaining Contractual Life (Years) | 6 years 5 months 1 day | 6 years 10 months 28 days |
Options expected to vest (in years) | 7 years 11 months 8 days | |
Options exercisable (Years) | 5 years 11 months 8 days | |
Aggregate Intrinsic Value, outstanding (Beginning balance) | $ | $ 197,598 | |
Aggregate Intrinsic Value, outstanding (ending balance) | $ | 61,419 | $ 197,598 |
Aggregate Intrinsic Value, expected to vest | $ | 1,271 | |
Aggregate Intrinsic Value, exercisable | $ | $ 60,147 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding ending balance | 9,583 | 9,583 | ||
Intrinsic value | $ 8,300 | $ 34,100 | ||
Options exercised | 363 | |||
Stock-based compensation expense | $ 24,715 | $ 15,167 | $ 44,956 | 26,980 |
2021 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price of common stock purchased (in percent) | 85% | |||
Stock-based compensation expense | $ 300 | $ 200 | $ 500 | $ 300 |
Performance and Market Based Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted | 0 | |||
Outstanding ending balance | 1,323 | 1,323 | ||
Options exercised | 50 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested, Fair value | $ 30,800 |
Stock-Based Compensation - RSUs
Stock-Based Compensation - RSUs and PSUs (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Outstanding beginning balance | shares | 4,720 |
Granted | shares | 2,727 |
Vested | shares | (1,063) |
Forfeited | shares | (152) |
Outstanding ending balance | shares | 6,232 |
Weighted Average Grant Date Fair Value | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 28.03 |
Granted (in dollars per share) | $ / shares | 32.97 |
Vested (in dollars per share) | $ / shares | 28.96 |
Forfeited (in dollars per share) | $ / shares | 29 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 30.01 |
Performance share units (PSUs) | |
Number of Shares | |
Outstanding beginning balance | shares | 480 |
Granted | shares | 186 |
Outstanding ending balance | shares | 666 |
Weighted Average Grant Date Fair Value | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 41.31 |
Granted (in dollars per share) | $ / shares | 41.28 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 41.30 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - Performance share units (PSUs) | 6 Months Ended |
Jun. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Risk - free interest rate (percentage), minimum | 3.90% |
Risk - free interest rate (percentage), maximum | 4.10% |
Expected volatility (percentage) | 46.70% |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based payment arrangements information | ||||
Total stock-based compensation | $ 24,715 | $ 15,167 | $ 44,956 | $ 26,980 |
Unrecognized stock-based compensation expense | 203,200 | $ 203,200 | ||
Weighted-average period over which unrecognized stock-based compensation expense are expected to be recognized | 1 year 4 months 24 days | |||
Product development | ||||
Share-based payment arrangements information | ||||
Total stock-based compensation | 9,734 | 5,975 | $ 17,107 | 10,354 |
Sales, marketing and customer support | ||||
Share-based payment arrangements information | ||||
Total stock-based compensation | 7,503 | 4,746 | 13,439 | 8,253 |
General and administrative | ||||
Share-based payment arrangements information | ||||
Total stock-based compensation | $ 7,478 | $ 4,446 | $ 14,410 | $ 8,373 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Jul. 30, 2024 | Jun. 30, 2024 | May 16, 2024 | |
Share repurchase program, amount repurchased | $ 25,000 | $ 25,027 | |
Share Repurchase Program, Remaining Authorized, Amount | $ 100,000 | ||
Share Repurchase Program [Member] | |||
Share repurchase program, authorized amount | $ 150,000 | ||
Share Repurchase Program [Member] | Common Stock | |||
Share repurchase program, shares repurchased | 1.4 | ||
Share repurchase program, amount repurchased | $ 25,000 | ||
Share Repurchase Program, Remaining Authorized, Amount | $ 125,000 |
Supplemental Financial Statem_3
Supplemental Financial Statement Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accrued Expenses | |||||
Vendor payments | $ 6,060 | $ 6,060 | $ 6,286 | ||
Employee commissions and bonuses | 18,105 | 18,105 | 20,809 | ||
Payroll and other employee related expense | 13,489 | 13,489 | 10,602 | ||
401k and pension expense | 1,857 | 1,857 | 2,982 | ||
Other taxes | 4,625 | 4,625 | 3,585 | ||
Total accrued expense | 44,136 | 44,136 | $ 44,264 | ||
Other Income, Net | |||||
Interest income | (3,311) | $ (2,686) | (6,590) | $ (5,442) | |
Foreign currency exchange loss | 1,239 | 209 | 2,217 | 229 | |
Other miscellaneous expense, net | 8 | 1 | 37 | 3 | |
Other income, net | $ (2,064) | $ (2,476) | $ (4,336) | $ (5,210) |
Segment Information (Details)
Segment Information (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Segment Information | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | |
Jul. 30, 2024 | Jun. 30, 2024 | |
Subsequent Event [Line Items] | ||
Remaining Authorized, Amount | $ 100,000 | |
Share repurchase program, amount repurchased | $ 25,000 | $ 25,027 |
Subsequent Event | Share Repurchase Program [Member] | ||
Subsequent Event [Line Items] | ||
Share repurchase program, shares repurchased | 1.3 |