8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2022

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40349		82-2714562
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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233 Spring Street New York , New York		10013
(Address of principal executive offices)	​	(Zip Code)

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( 212 ) 631-2111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	DV	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 2.02.Results of Operations and Financial Condition.

On March 8, 2022, DoubleVerify Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 and in Exhibit 99.1 attached to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d)     Exhibits

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Exhibit Number	Description
99.1	Press Release dated March 8, 2022.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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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 hereunto duly authorized.

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		​	​
	DOUBLEVERIFY HOLDINGS, INC.
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​	​
	By:	/s/ Nicola Allais
		Name:	Nicola Allais
		Title:	Chief Financial Officer
Date: March 8, 2022	​	​	​

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Exhibit 99.1

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DoubleVerify Reports Fourth Quarter and Full Year 2021 Financial Results

Achieved Record Fourth Quarter and Full-Year 2021 Revenue and Net Cash from Operating Activities

Increased Full Year 2021 Revenue by 36% Year-over Year to $332.7 Million, driven by Growth in Programmatic, Social, CTV and International Revenue

Achieved Full Year 2021 Net Income of $29.3 Million and Adjusted EBITDA of $109.7 Million, representing a 33% Adjusted EBITDA margin

Completed the acquisition of OpenSlate, the Leading Independent Pre-Campaign Contextual Targeting Platform for social video and CTV, in the Fourth Quarter of 2021

Earned MRC Accreditation for Programmatic Targeting Services

NEW YORK – March 8, 2022 – DoubleVerify (“DV”) (NYSE: DV), a leading software platform for digital media measurement, data and analytics, today announced financial results for the fourth quarter and full year ended December 31, 2021.

“2021 was a year of exceptionally strong execution and performance,” said Mark Zagorski, CEO of DoubleVerify. “In our inaugural year as a public company, we measured 4.5 trillion media transactions, grew revenue 36% to more than $330 million, achieved nearly 70% international revenue growth, generated $83 million of net cash from operating activities, completed two acquisitions and launched Authentic Attention, an innovative, identifier-independent performance solution that drives better outcomes for advertisers. Today, we are the only independent, unbiased, third-party platform verifying media quality at scale, across all digital channels and devices. We are still early in our growth trajectory, which is driven by our ongoing product leadership, channel and geographic expansion, new client wins and strategic acquisitions, and we remain optimistic about our growth prospects for 2022 and beyond.”

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Fourth Quarter 2021 Financial Highlights:

(All comparisons are to the fourth quarter of 2020)

●	Total revenue of $105.5 million, an increase of 34%.
●	Advertiser Programmatic revenue of $54.1 million, an increase of 35%.
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●	Advertiser Direct revenue of $42.3 million, an increase of 28%.
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o	Media Transactions Measured (“MTM”) for Social increased by 39% and for CTV increased by 43%.
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o	International revenue increased by 61%, with APAC revenue growth of 77% and EMEA revenue growth of 54%.
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●	Supply-Side revenue of $9.2 million, an increase of 64%.
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●	Net income of $28.3 million, an increase of 248%.
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●	Adjusted EBITDA of $40.4 million, an increase of 46%, representing a 38% adjusted EBITDA margin.
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Full Year 2021 Financial Highlights:

(All comparisons are to full year 2020)

●	Total revenue of $332.7 million, an increase of 36%.
●	Media Transactions Measured (MTM) were 4.5 trillion, an increase of 41%.
---	---
●	Advertiser Programmatic revenue of $167.8 million, an increase of 45%.
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●	Advertiser Direct revenue of $135.5 million, an increase of 27%.
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o	Social revenue increased by 47% and represented 33% of Direct Revenue.
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o	Media Transactions Measured for CTV increased by 57%.
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o	International revenue increased by 69% with APAC revenue growth of 84% and EMEA revenue growth of 61%.
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●	Supply-Side revenue of $29.4 million, an increase of 38%.
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●	Net income of $29.3 million, an increase of 43%.
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●	Adjusted EBITDA of $109.7 million, an increase of 50%, representing a 33% adjusted EBITDA margin.
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Fourth Quarter and Recent Business Highlights:

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●	Grew premium-priced Authentic Brand Suitability (ABS) revenues by approximately 51% year-over-year in the fourth quarter driven by new upsells to existing clients as well as by sales to new clients.

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●	Earned Media Rating Council (MRC) accreditation for DV’s pre-bid data based on property-level Brand Safety, Contextual and Viewability data and Fraud/IVT data. DV is the only provider currently accredited for predictive viewability targeting as well as property-level ad verification, inclusive of brand suitability and contextual targeting within programmatic media campaigns.

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●	Drove global market share growth through new product upsells and logo wins including Merck, Keurig Dr. Pepper, Universal Parks, American Family Insurance, Bell Canada and Airtel India.

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●	Launched Fully On-Screen pre-bid targeting to complement its post-bid measurement capabilities, empowering programmatic advertisers to address CTV viewability challenges across the media transaction. DV Fully On-Screen pre-bid segments are available on Amobee, MediaMath and Xandr, with more media-buying platform integrations forthcoming.

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●	Announced a preferred partnership with Comscore to develop a best-in-class, integrated media quality verification and audience measurement solution to allow advertisers to seamlessly measure the impact of their full media plan.

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●	Discovered and exposed ViperBot, a new global fraud scheme spoofing up to 85 million ad requests per day and affecting CTV and mobile, two of the industry’s most in-demand channels.

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●	Uncovered and neutralized ParrotTerra, a CTV fraud scheme where fraudsters set up counterfeit SSAI servers to generate fake CTV inventory across countless apps, IPs and devices.

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Strategic Initiatives:

●	Acquired OpenSlate, the leading independent pre-activation and content classification platform for social video and CTV, on November 22, 2021, for $147.4 million, in a cash and stock transaction.

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“We achieved stronger than anticipated results in the fourth quarter and drove full year revenue growth of 36% and adjusted EBITDA margin of 33%, driven by product successes in fast-growth sectors such as Programmatic, Social and CTV,” said Nicola Allais, CFO of DoubleVerify. “We are guiding to 30% revenue growth and 30% adjusted EBITDA margins at the midpoints of our 2022 guidance ranges, which demonstrates our track record of driving a distinct and sustainable combination of high revenue growth and profitability, even at a larger operational scale.”

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First Quarter and Full-Year 2022 Guidance:

DoubleVerify anticipates Revenue and Adjusted EBITDA to be in the following ranges:

First Quarter 2022:

●	Revenue of $89 to $91 million, a year-over-year increase of 33% at the midpoint.
●	Adjusted EBITDA in the range of $21 to $23 million, representing a 24% margin at the midpoint.
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Full Year 2022:

●	Revenue of $429 to $437 million, a year-over-year increase of 30% at the midpoint.
●	Adjusted EBITDA in the range of $126 to $134 million, representing a 30% margin at the midpoint.
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With respect to the Company’s expectations under "First Quarter and Full Year 2022 Guidance" above, the Company has not reconciled the non-GAAP measure Adjusted EBITDA to the GAAP measure net income in this press release because the Company does not provide guidance for stock-based compensation expense, depreciation and amortization expense, acquisition-related costs, interest income, and income taxes on a consistent basis as the Company is unable to quantify these amounts without unreasonable efforts, which would be required to include a reconciliation of Adjusted EBITDA to GAAP net income. In addition, the Company believes such a reconciliation would imply a degree of precision that could be confusing or misleading to investors.

Conference Call and Webcast Information

DoubleVerify will host a conference call and live webcast to discuss its fourth quarter 2021 financial results at 4:30 p.m. Eastern Time today, Mar 8, 2022. To access the conference call, dial (877) 841-2987 for the U.S. or Canada, or (215) 268-9878 for international callers. The webcast will be available live on the Investors section of the Company’s website at https://ir.doubleverify.com/. In addition, an archived webcast will be available approximately two hours after the conclusion of the live event.

Key Business Terms

Advertiser Direct revenue is generated from the verification and measurement of advertising impressions that are directly purchased on digital media properties, including publishers and social media platforms.

Advertiser Programmatic revenue is generated from the evaluation, verification and measurement of advertising impressions purchased through programmatic demand-side platforms.

Supply-Side revenue is generated from platforms and publisher partners who use DoubleVerify’s data analytics to evaluate, verify and measure their advertising inventory.

Gross Revenue Retention Rate is 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.

Media Transactions Measured (MTM) is the volume of media transactions that DoubleVerify’s software platform measures.

Measured Transaction Fee (MTF) is the fixed fee DoubleVerify charges per thousand Media Transactions Measured.

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DoubleVerify Holdings, Inc. CONSOLIDATED BALANCE SHEETS

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​	​	As of December 31,
(in thousands, except per share data)	****	2021		****	2020
Assets:	​	​	​	​	​	​
Current assets		​			​
Cash and cash equivalents	​	$	221,591	​	$	33,354
Trade receivables, net of allowances for doubtful accounts of $6,527 and $7,049 as of December 31, 2021 and December 31, 2020, respectively	​		122,938	​	​	94,677
Prepaid expenses and other current assets	​		23,295	​	​	13,904
Total current assets	​		367,824	​		141,935
Property, plant and equipment, net	​		17,575	​	​	18,107
Goodwill	​		350,560	​	​	227,349
Intangible assets, net	​		153,395	​	​	121,710
Deferred tax assets	​		60	​	​	82
Other non‑current assets	​		2,780	​	​	2,151
Total assets	​	$	892,194	​	$	511,334
Liabilities and Stockholder’s Equity:	​			​
Current liabilities	​			​
Trade payables	​	$	3,853	​	$	3,495
Accrued expense	​		41,456	​	​	25,419
Income tax liabilities	​		1,321	​	​	1,277
Current portion of capital lease obligations	​		1,970	​	​	1,515
Contingent considerations current	​		1,717	​	​	1,198
Other current liabilities	​		6,716	​	​	1,116
Total current liabilities	​		57,033	​		34,020
Long‑term debt	​		—	​	​	22,000
Capital lease obligations	​		2,579	​	​	3,447
Deferred tax liabilities	​		30,307	​	​	31,418
Other non‑current liabilities	​		3,209	​	​	3,292
Contingent considerations non‑current	​		—	​	​	462
Total liabilities	​	$	93,128	​	$	94,639
Commitments and contingencies (Note 14)	​			​
Stockholders’ equity	​			​
Common stock, $0.001 par value, 1,000,000 shares authorized, 162,347 shares issued and 162,297 outstanding as of December 31, 2021; 700,000 shares authorized, 140,222 shares issued and 125,074 shares outstanding as of December 31, 2020	​		162	​		140
Preferred stock, $0.01 par value, 100,000 shares authorized, zero shares issued and outstanding as of December 31, 2021; 61,006 shares authorized, issued, and outstanding as of December 31, 2020. Liquidation preference: $350,000 as of December 31, 2020	​		—	​		610
Additional paid‑in capital	​		717,228	​		620,679
Treasury stock, at cost, 50 shares and 15,146 shares as of December 31, 2021 and December 31, 2020, respectively	​		(1,802)	​		(260,686)
Retained earnings	​		84,249	​		54,941
Accumulated other comprehensive (loss) income, net of income taxes	​		(771)	​		1,011
Total stockholders’ equity	​		799,066	​	​	416,695
Total liabilities and stockholders’ equity	​	$	892,194	​	$	511,334

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DoubleVerify Holdings, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

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​	​	Year Ended December 31,
(in thousands, except per share data)	****	2021		****	2020		****	2019
Revenue	​	$	332,741	​	$	243,917	​	$	182,663
Cost of revenue (exclusive of depreciation and amortization shown separately below)	​		54,382	​		35,750	​		24,848
Product development	​		62,698	​		47,004	​		31,598
Sales, marketing and customer support	​		77,312	​		62,157	​		38,401
General and administrative	​		81,380	​		53,056	​		26,899
Depreciation and amortization	​		30,285	​		24,595	​		21,813
Income from operations	​		26,684	​		21,355	​		39,104
Interest expense	​		1,172	​		4,931	​		5,202
Other income, net	​		(309)	​		(885)	​		(1,458)
Income before income taxes	​		25,821	​		17,309	​		35,360
Income tax (benefit) expense	​		(3,487)	​	​	(3,144)	​		12,053
Net income	​	$	29,308	​	$	20,453	​	$	23,307
Earnings per share:	​		​	​			​
Basic	​	$	0.20	​	$	0.15	​	$	0.17
Diluted	​	$	0.18	​	$	0.14	​	$	0.16
Weighted‑average common stock outstanding:	​			​			​
Basic	​		148,309	​		138,072	​		139,650
Diluted	​		160,264	​		145,443	​		143,046
Comprehensive income:	​			​			​
Net income	​	$	29,308	​	$	20,453	​	$	23,307
Other comprehensive (loss) income:	​			​			​
Foreign currency cumulative translation adjustment	​		(1,782)	​		1,078	​		(67)
Total comprehensive income	​	$	27,526	​	$	21,531	​	$	23,240

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DoubleVerify Holdings, Inc. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Accumulated		​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Other		​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	Comprehensive		​	​	​
​	​	Common Stock				​	Preferred Stock				​	​	​	​	​	​	Additional		​	​	​	​	(Loss) Income		​	Total
​	​	Shares	​	​	​	​	Shares	​	​	​	​	Treasury Stock				​	Paid ‑ in		​	Retained		​	Net of		​	Stockholders’
(in thousands)	****	Issued	****	Amount		****	Issued	****	Amount		****	Shares	****	Amount		****	Capital		****	Earnings		****	Income Taxes		****	Equity
Balances as of January 1, 2019	​	139,618	​	$	140	​	—	​	$	—	​	—	​	$	—	​	$	281,600	​	$	11,181	​	$	3	​	$	292,924
Foreign currency translation adjustment		—		​	—		—		​	—		—		​	—		​	—		​	—		​	(70)		​	(70)
Stock-based compensation		—		​	—		—		​	—		—		​	—		​	1,680		​	—		​	—		​	1,680
Common stock issued upon exercise of stock options		65		​	—		—		​	—		—		​	—		​	177		​	—		​	—		​	177
Common stock issued upon vesting of restricted stock units		38		​	—		—		​	—		—		​	—		​	—		​	—		​	—		​	—
Net income		—		​	—		—		​	—		—		​	—		​	—		​	23,307		​	—		​	23,307
Balances as of December 31, 2019		139,721	​	$	140		—	​	$	—		—	​	$	—	​	$	283,457	​	$	34,488	​	$	(67)	​	$	318,018
Foreign currency translation adjustment		—	​		—		—	​		—		—	​		—	​		—	​		—	​		1,078	​		1,078
Stock-based compensation		—	​		—		—	​		—		—	​		—	​		5,984	​		—	​		—	​		5,984
Exchange of common stock for Series A preferred stock		—	​		—		45,438	​		454		15,146	​		(260,686)	​		260,232	​		—	​		—	​		—
Additional Series A preferred stock issuance, net of issuance costs		—	​		—		15,568	​		156		—	​		—	​		85,308	​		—	​		—	​		85,464
Repurchase of vested options		—	​		—		—	​		—		—	​		—	​		(15,506)	​		—	​		—	​		(15,506)
Common stock issued under employee purchase plan	​	61	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	424	​	​	—	​	​	—	​	​	424
Common stock issued upon exercise of stock options	​	255	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	780	​	​	—	​	​	—	​	​	780
Common stock issued upon vesting of restricted stock units	​	185	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	—	​	​	—	​	​	—
Net income	​	—	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	20,453	​	​	—	​	​	20,453
Balances as of December 31, 2020		140,222	​	$	140		61,006	​	$	610		15,146	​	$	(260,686)	​	$	620,679	​	$	54,941	​	$	1,011	​	$	416,695
Foreign currency translation adjustment		—	​		—		—	​		—		—	​		—	​		—	​		—	​		(1,782)	​		(1,782)
Shares repurchased for settlement of employee tax withholdings		—	​		—		—	​		—		50	​		(1,802)	​		—	​		—	​		—	​		(1,802)
Issuance of common stock as consideration for acquisition		684	​		1		—	​		—		—	​		—	​		22,525	​		—	​		—	​		22,526
Stock-based compensation		—	​		—		—	​		—		—	​		—	​		21,887	​		—	​		—	​		21,887
Common stock issued under employee purchase plan		15	​		—		—	​		—		—	​		—	​		404	​		—	​		—	​		404
Common stock issued upon exercise of stock options		4,782	​		5		—	​		—		—	​		—	​		12,435	​		—	​		—	​		12,440
Common stock issued upon vesting of restricted stock units		366	​		—		—	​		—		—	​		—	​		—	​		—	​		—	​		—
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 income	​	—	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	29,308	​	​	—	​	​	29,308
Balances as of December 31, 2021		162,347	​	$	162		—	​	$	—		50	​	$	(1,802)	​	$	717,228	​	$	84,249	​	$	(771)	​	$	799,066

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DoubleVerify Holdings, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS

​	​	​	​	​	​	​	​	​	​
​	​	Year Ended December 31,
(in thousands)	****	2021		****	2020		****	2019
Operating activities:	​	​	​	​	​	​	​	​	​
Net income	​	$	29,308	​	$	20,453	​	$	23,307
Adjustments to reconcile net income to net cash provided by operating activities	​		​	​		​	​		​
Bad debt (recovery) expense	​		(711)	​		4,811	​		3,346
Depreciation and amortization expense	​		30,285	​		24,595	​		21,813
Amortization of debt issuance costs	​		294	​		285	​		298
Loss on extinguishment of debt	​		—	​		350	​		—
Accretion of acquisition liabilities	​		—	​		36	​		363
Deferred taxes	​		(7,866)	​		(5,137)	​		1,997
Noncash stock-based compensation expense	​		21,887	​		5,984	​		1,680
Interest expense (income)	​		103	​		(12)	​		(119)
Change in fair value of contingent consideration	​		57	​		(949)	​		(1,079)
Offering costs	​		22,074	​		3,555	​		—
Other	​		733	​		673	​		—
Changes in operating assets and liabilities, net of effects of business combinations	​		​	​		​	​		​
Trade receivables	​		(22,004)	​		(30,443)	​		(32,741)
Prepaid expenses and other current assets	​		(7,046)	​		(8,792)	​		(1,637)
Other non-current assets	​		(521)	​		(221)	​		(409)
Trade payables	​		(49)	​		2,482	​		(538)
Accrued expenses	​		13,946	​		8,960	​		6,162
Other current liabilities	​		3,741	​		(6,560)	​		9,954
Other non-current liabilities	​		(1,482)	​		1,146	​		(2,964)
Net cash provided by operating activities	​		82,749	​		21,216	​		29,433
Investing activities:	​			​			​
Purchase of property, plant and equipment	​		(9,397)	​		(9,751)	​		(5,943)
Acquisition of businesses, net of cash acquired	​		(149,217)	​		—	​		(57,252)
Net cash used in investing activities	​		(158,614)	​		(9,751)	​		(63,195)
Financing activities:	​			​			​
Proceeds from long-term debt	​		—	​		89,650	​		20,000
Payments of long-term debt	​		(22,000)	​		(142,113)	​		(750)
Deferred payment related to Leiki acquisition	​		—	​		(2,033)	​		(2,189)
Deferred payment related to Zentrick acquisition	​		(50)	​		(50)	​		—
Payment of contingent consideration related to Zentrick acquisition	​		—	​		(601)	​		(601)
Deferred payment related to acquisition of assets	​		—	​		—	​		(71)
Repurchase of vested options	​		—	​		(15,506)	​		—
Proceeds from Series A preferred stock issuance, net of issuance costs	​		—	​		346,150	​		—
Payments to shareholders for preferred stock Series A	​		—	​		(260,686)	​		—
Proceeds from common stock issued upon exercise of stock options	​		12,440	​		780	​		177
Proceeds from common stock issued under employee purchase plan	​		404	​		424	​		—
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	​	​	(22,069)	​	​	(3,610)	​	​	—
Payments related to debt issuance costs	​	​	—	​	​	(577)	​	​	—
Capital lease payments	​	​	(1,918)	​	​	(1,443)	​	​	(1,521)
Shares repurchased for settlement of employee tax withholdings	​		(1,802)	​		—	​		—
Net cash provided by financing activities	​		264,395	​		10,385	​		15,045
Effect of exchange rate changes on cash and cash equivalents and restricted cash	​		(200)	​		203	​		23
Net increase (decrease) in cash, cash equivalents, and restricted cash	​		188,330	​		22,053	​		(18,694)
Cash, cash equivalents, and restricted cash—Beginning of period	​		33,395	​		11,342	​		30,036
Cash, cash equivalents, and restricted cash—End of period	​	$	221,725	​	$	33,395	​	$	11,342
Cash and cash equivalents	​	$	221,591	​	$	33,354	​	$	10,920
Restricted cash (included in prepaid expenses and other current assets on the Consolidated Balance Sheets)	​		134	​		41	​		422
Total cash and cash equivalents and restricted cash	​	$	221,725	​	$	33,395	​	$	11,342
Supplemental cash flow information:	​			​			​
Cash paid for taxes	​		7,698	​		16,180	​		1,962
Cash paid for interest	​		774	​		3,369	​		4,659
Non ‑ cash investing and financing transactions:	​		​	​		​	​		​
Common stock issued in connection with acquisition	​		22,526	​		—	​		—
Exchange of common stock for preferred stock	​	​	—	​	​	260,686	​	​	—
Deferred payment obligation issued as consideration	​	​	—	​	​	—	​	​	2,097
Contingent consideration issued	​	​	—	​	​	—	​	​	4,690
Treasury stock reissued upon the conversion of Series A preferred stock for common stock	​		260,686	​		—	​		—
Acquisition of equipment under capital lease	​		1,518	​		1,603	​		1,535
Capital assets financed by accounts payable	​		36	​		—	​		—
Offering costs included in accounts payable and accrued expense	​		5	​		75	​		—

​

​

Comparison of the Three and Twelve Months Ended December 31, 2021 and December 31, 2020

Revenue

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	Three Months Ended December 31,					​	Change	​	Change		​	Year Ended December 31,						Change	​	Change
​	2021		****	2020		****		****	%		****	2021		****	2020		****		****	%
​	(In Thousands)					​	​	​	​		​	(In Thousands)						​	​	​
Revenue by customer type:		​	​	​	​	​	​		​	​	​	​	​		​	​		​		​	​
Advertiser - direct	$	42,256	​	$	32,946	​		​	28	%	​	$	135,516		$	106,422			​	27	%
Advertiser - programmatic		54,104	​		40,092	​		​	35	​	​		167,798			116,115			​	45	​
Supply-side customer		9,173	​		5,603	​		​	64	​	​		29,427			21,380			​	38	​
Total revenue	$	105,533		$	78,641	​		​	34	%	​	$	332,741		$	243,917			​	36	%

All values are in US Dollars.

​

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 December 31,					​	Year Ended December 31,
​	2021		****	2020		****	2021		****	2020
​	(In Thousands)					​	(In Thousands)
Net income	$	28,308	​	$	8,130	​	$	29,308		$	20,453
Net income margin	​	27%	​	​	10%	​	​	9%	​	​	8%
Depreciation and amortization		8,296		​	6,428	​		30,285	​		24,595
Stock-based compensation		9,787		​	2,422	​		21,887	​		5,984
Option cancellation payments	​	—	​	​	14,543	​	​	—	​	​	14,543
Interest expense		237		​	1,973	​		1,172	​		4,931
Income tax benefit		(11,848)		​	(5,119)	​		(3,487)	​		(3,144)
M&A and restructuring costs (recoveries) (a)		2,382	​	​	(29)	​	​	3,510	​		170
Offering, IPO readiness and secondary offering costs (b)		1,099	​	​	1,915	​	​	23,564	​		4,910
Other costs (recoveries) (c)		2,825	​	​	(1,427)	​	​	3,812	​		1,605
Other income (d)		(674)		​	(1,244)	​		(309)	​		(885)
Adjusted EBITDA	$	40,412	​	$	27,592	​	$	109,742	​	$	73,162
Adjusted EBITDA margin	​	38%	​		35%	​		33%	​		30%

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(a)	M&A costs for the three months and year ended December 31, 2021 consist of transaction and integration costs related to the acquisition of Meetrics and OpenSlate as well as associated restructuring costs and related activities. M&A costs for the three months and year ended December 31, 2020 consist of deferred compensation costs related to Zentrick.
(b)	Offering, IPO readiness and secondary offering costs for the three months and year ended December 31, 2021 and 2020 consist of third-party costs incurred in preparation for and completion of our IPO and secondary offering related expenses incurred on behalf of Providence VII U.S. Holdings L.P. pursuant to the terms of the stockholder’s agreements between the Company and Providence VII U.S. Holdings L.P.
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(c)	Other costs (recoveries) for the three months and year ended December 31, 2021 are costs associated with the early termination of our agreement for the Zentrick Deferred Payment Terms, previously disclosed as a contingency. Also included in the year ended December 31, 2021 are costs related to the recognition of a cease-use liability related to unoccupied leased office space and of reimbursements paid to Providence for costs incurred prior to the IPO date. For the three months ended December 31, 2020, other costs (recoveries) related to the reimbursement of certain costs incurred for investigating and remediating certain IT/cybersecurity matters that occurred in March 2020. For the year ended December 31, 2020, other costs (recoveries) related to the departure of the Company’s former Chief Executive Officer, third-party costs incurred in response to investigating and remediating certain IT/cybersecurity matters that occurred in March 2020 and reimbursements paid to Providence.
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(d)	Other income for the three months ended December 31, 2021 and 2020 consists of the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities. Other income for the years ended December 31, 2021 and 2020 consists of changes 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 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.

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; 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.
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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.

Total stock-based compensation expense recorded in the Consolidated Statements of Operations and Comprehensive Income as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	Year Ended
​	​	December 31,					​	December 31,
(in thousands)		2021		****	2020			2021		****	2020
Cost of revenue	​	$	—	​	$	—	​	$	—	​	$	—
Product development	​		2,416	​		208	​		4,369	​		673
Sales, marketing and customer support	​		2,632	​		5,281	​		6,375	​		6,151
General and administrative	​		4,739	​		11,476	​		11,143	​		13,703
Total stock‑based compensation	​	$	9,787	​	$	16,965	​	$	21,887	​	$	20,527
​	​	​	​	​	​	​	​	​	​	​	​	​
Non‑cash stock‑based compensation expense	​	$	9,787	​	$	2,422	​	$	21,887	​	$	5,984
Cash‑based compensation expense (a)	​		—	​		14,543	​		—	​		14,543
Total stock‑based compensation	​	$	9,787	​	$	16,965	​	$	21,887	​	$	20,527

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(a)	Includes incremental cash-based compensation paid in connection with repurchased and cancelled stock options of 956 that contain both market-based and performance-based vesting conditions.

​

Forward-Looking Statements

This press release includes “forward-looking statements”. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “seek,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. Any statements in this press release regarding future revenues, earnings, margins, financial performance or results of operations (including the guidance provided under “Strategic Initiatives” and “First Quarter and Full-Year 2022 Guidance”), and any other statements that are not historical facts are forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this press release. These risks, uncertainties, assumptions and other factors include, but are not limited to, the competitiveness of our solutions amid technological developments or evolving industry standards, the competitiveness of our market, system failures, security breaches, cyberattacks or natural disasters, economic downturns and unstable market conditions, our ability to collect payments, data privacy legislation and regulation, public criticism of digital advertising technology, our international operations, our use of “open source” software, our limited operating history and the potential for our revenues and results of operations to fluctuate in the future. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make.

Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this press release are included under the caption “Risk Factors” under our Quarterly Report on Form 10-Q filed with the SEC on November 9, 2021.  Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2021.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. Any forward-looking information presented herein is made only as of the date of this press release, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

About DoubleVerify

DoubleVerify is a leading software platform for digital media measurement and analytics. Our mission is to make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Hundreds of Fortune 500 advertisers employ our unbiased data and analytics to drive campaign quality and effectiveness, and to maximize return on their digital advertising investments – globally.

Media Contact

Chris Harihar

Crenshaw Communications

646-535-9475

chris@crenshawcomm.com

Investor Relations

Tejal Engman

DoubleVerify

IR@doubleverify.com