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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): November 9, 2021

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

    

001-40349

    

82-2714562

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

233 Spring Street
New York, New York

    

10013

(Address of principal executive offices)

(Zip Code)

(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:

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

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. 

Item 2.02.Results of Operations and Financial Condition.

On November 9, 2021, DoubleVerify Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 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 8.01.Other Events.

On November 9, 2021, the Company issued a press release announcing that the Company has entered into an agreement to acquire Outrigger Media, Inc., d/b/a OpenSlate (“OpenSlate”) for $150 million, consisting of $125 million in cash and $25 million in the Company’s common stock. OpenSlate is a leading independent pre-campaign contextual targeting platform for social video and CTV. OpenSlate’s technology provides insight into the nature and quality of ad-supported content on large, video-driven social platforms, such as Facebook, TikTok and YouTube. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)     Exhibits

Exhibit Number

Description

99.1

Press Release dated November 9, 2021.

99.2

Press Release dated November 9, 2021.

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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.

DOUBLEVERIFY HOLDINGS, INC.

By:

/s/ Nicola Allais

Name:

Nicola Allais

Title:

Chief Financial Officer

Date: November 9, 2021

Graphic

Exhibit 99.1

DoubleVerify Announces Third Quarter 2021 Financial Results

Increased Revenue by 36% Year-over Year to $83.1 Million, driven by Growth in Programmatic, CTV, Social and International Revenue

Achieved Net Income of $7.9 Million and Adjusted EBITDA of $26.4 Million resulting in a 32% Adjusted EBITDA margin

Agreed to acquire OpenSlate, the Leading Independent Pre-Campaign Contextual Targeting Platform for social video and CTV, and completed the acquisition of Meetrics GmbH, a European Ad Verification Company

NEW YORK – November 9, 2021 – DoubleVerify (“DV”) (NYSE: DV), a leading software platform for digital media measurement, data and analytics, today announced financial results for the third quarter ended September 30, 2021.

“We are pleased to have delivered another quarter of strong revenue and EBITDA growth and excited to highlight two strategic acquisitions that significantly expand our product leadership in CTV and Social and grow our global footprint,” said Mark Zagorski, CEO of DoubleVerify. “Our third quarter performance demonstrates continued organic growth and reflects the ongoing value that our products create for advertisers across all digital media platforms. Our pending acquisition of OpenSlate extends our core value proposition by combining its proven pre-campaign contextual targeting solutions with DV’s granular post-campaign measurement, offering end-to-end brand safety, suitability and contextual solutions across social video and CTV environments. The recently completed acquisition of Meetrics expands our business opportunities in EMEA. We expect both of these strategic investments to fuel our long-term growth trajectory and drive better business outcomes for DV customers by expanding our ability to drive media quality and performance everywhere.”

Third Quarter 2021 Financial Highlights:

(All comparisons are to the third quarter of 2020)

Total revenue of $83.1 million, an increase of 36%.
Advertiser Programmatic revenue of $41.9 million, an increase of 49%.
Advertiser Direct revenue of $34.1 million, an increase of 23%.
oMedia Transactions Measured (“MTM”) for Social increased by 83% and for CTV increased by 41%.
oAPAC revenue increased by 96%.
oEMEA revenue increased by 44%.
Supply-Side revenue of $7.1 million, an increase of 32%.

Net income of $7.9 million, an increase of 37%.
Adjusted EBITDA of $26.4 million, an increase of 82%, representing a 32% EBITDA margin.

Third Quarter and Recent Business Highlights:

Grew premium-priced Authentic Brand Suitability (ABS) revenues by approximately 64% year-over-year in the third quarter driven by increased adoption on Google’s DV360 and The Trade Desk. Subsequent to quarter-end, ABS was launched on Tremor International, a leader in video and CTV advertising.

Drove global market share growth through new product upsells and logo wins including Facebook, Sony Japan, Disney Studios, TJX (TJ Maxx, Marshalls), American Family Insurance, Dropbox, Afterpay ANZ, Peloton Global, Burberry, Patek Philippe, John Lewis and HRA Pharma.

Partnered with TikTok to measure ad viewability, fraud and in-geo impressions. Via the solutions DoubleVerify expects to gain upon completing the OpenSlate acquisition, the company will be the only provider of unified brand suitability targeting, viewability and verification coverage across TikTok.

Expanded partnership with Innovid, an independent CTV advertising and measurement platform, to support the automation of DoubleVerify’s DV Video OmniTag, maximizing operational efficiency for advertisers.

Uncovered and neutralized Smokescreen, a fraud scheme that hijacked CTV devices to generate fraudulent ad impressions, protecting DV customers from wasting millions of dollars of investment each month.

Launched new version of DV Pinnacle™, the company’s unified analytics and reporting platform, offering global brands transparency into programmatic supply chain quality.

Strategic Initiatives:

Acquired Meetrics GmbH, a leading European ad verification company, on August 31, 2021 for an aggregate net cash purchase price of $24.3 million.

Recently launched Custom Contextual targeting for DV Publisher Suite enabling premium digital publishers to effectively monetize inventory in the post-cookie era.

Announced today an agreement to acquire OpenSlate, the leading independent pre-activation and content classification platform for social video and CTV in a cash and stock transaction valued at $150 million.

“In the third quarter, we continued to deliver strong momentum with year-over-year revenue growth of 36% and adjusted EBITDA margin of 32%, driven by continued international expansion,


and product successes in fast-growth sectors such as Programmatic, Social and CTV,” said Nicola Allais, CFO of DoubleVerify. “In addition to delivering high growth and high profitability, we took advantage of our debt-free balance sheet and significant cash position to acquire Meetrics and support the pending acquisition of OpenSlate. We expect these strategic investments to fortify our long-term growth profile and allow us to capture a greater share of a large and growing addressable market. While our fourth quarter outlook reflects prudence due to supply chain issues that some of our customers currently face, we are reiterating our full-year 2021 guidance ranges and expect to deliver 34% full year revenue growth and a 32% EBITDA margin at the midpoints.”

Fourth Quarter and Full-Year 2021 Guidance:

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

Fourth quarter 2021:

Revenue of $98 to $103 million, a year-over-year increase of approximately 28% at the midpoint.

Adjusted EBITDA in the range of $34 to $36 million, a year-over-year improvement of approximately 27% at the midpoint.

Full year 2021:

Revenue of $325 to $330 million, a year-over-year increase of 34% at the midpoint, which is unchanged from the midpoint of the previous guidance range provided on July 29, 2021.

Adjusted EBITDA in the range of $103 to $105 million, a year-over-year increase of 42% at the midpoint, unchanged from the previous guidance range provided on July 29, 2021.

With respect to the Company’s expectations under "Fourth Quarter and Full Year 2021 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 third quarter 2021 financial results at 4:30 p.m. Eastern Time today, Nov 9, 2021. To access the conference call, dial (888) 645-4404 for the U.S. or Canada, or (862) 298-0702 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.


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

    

As of

    

As of

(in thousands, except per share data)

September 30, 2021

December 31, 2020

Assets:

 

  

 

  

Current assets

 

  

 

  

Cash and cash equivalents

$

319,825

$

33,354

Trade receivables, net of allowances for doubtful accounts of $5,246 and $7,049 as of September 30, 2021 and December 31, 2020 respectively

95,509

94,677

Prepaid expenses and other current assets

 

9,326

 

13,904

Total current assets

 

424,660

 

141,935

Property, plant and equipment, net

 

16,693

 

18,107

Goodwill

 

244,672

 

227,349

Intangible assets, net

 

117,705

 

121,710

Deferred tax assets

 

82

 

82

Other non-current assets

 

2,185

 

2,151

Total assets

$

805,997

$

511,334

Liabilities and Stockholders' Equity:

 

Current liabilities

 

Trade payables

$

4,105

$

3,495

Accrued expense

 

25,127

 

25,419

Income tax liabilities

 

540

 

1,277

Current portion of capital lease obligations

 

2,140

 

1,515

Contingent considerations current

 

1,717

 

1,198

Other current liabilities

 

3,986

 

1,116

Total current liabilities

 

37,615

 

34,020

Long-term debt

 

 

22,000

Capital lease obligations

 

3,106

 

3,447

Deferred tax liabilities

 

29,732

 

31,418

Other non-current liabilities

 

2,788

 

3,292

Contingent considerations non-current

 

 

462

Total liabilities

$

73,241

$

94,639

Commitments and contingencies (Note 13)

 

Stockholders’ equity

 

Common stock, $0.001 par value, 1,000,000 shares authorized, 158,524 shares issued and 158,474 outstanding as of September 30, 2021; 700,000 shares authorized, 140,222 shares issued and 125,074 shares outstanding as of December 31, 2020

159

140

Preferred stock, $0.01 par value, 100,000 shares authorized, zero shares issued and outstanding as of September 30, 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

677,588

620,679

Treasury stock, at cost, 50 shares and 15,146 shares as of September 30, 2021 and December 31, 2020, respectively

(1,802)

(260,686)

Retained earnings

 

55,941

 

54,941

Accumulated other comprehensive income, net of income taxes

 

870

 

1,011

Total stockholders’ equity

 

732,756

 

416,695

Total liabilities and stockholders' equity

$

805,997

$

511,334


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)

Three Months Ended September 30, 

Nine Months Ended September 30, 

(in thousands, except per share data)

    

2021

    

2020

    

2021

    

2020

Revenue

$

83,098

$

61,037

$

227,208

$

165,276

Cost of revenue (exclusive of depreciation and amortization shown separately below)

 

13,435

 

8,998

 

35,929

 

23,963

Product development

 

16,359

 

13,087

 

45,658

 

34,324

Sales, marketing and customer support

 

19,539

 

16,728

 

54,653

 

41,880

General and administrative

 

14,465

 

10,369

 

58,317

 

29,327

Depreciation and amortization

 

7,492

 

6,087

 

21,989

 

18,167

Income from operations

 

11,808

 

5,768

 

10,662

 

17,615

Interest expense

 

249

 

858

 

936

 

2,958

Other expense, net

 

365

 

481

 

365

 

359

Income before income taxes

 

11,194

 

4,429

 

9,361

 

14,298

Income tax expense (benefit)

 

3,270

 

(1,376)

 

8,361

 

1,975

Net income

$

7,924

$

5,805

$

1,000

$

12,323

Earnings per share:

 

 

Basic

$

0.05

$

0.04

$

0.01

$

0.09

Diluted

$

0.05

$

0.04

$

0.01

$

0.08

Weighted-average common stock outstanding:

 

 

 

 

Basic

 

158,045

139,841

144,305

139,779

Diluted

 

167,045

146,554

153,547

146,843

Comprehensive income:

 

 

Net income

$

7,924

$

5,805

$

1,000

$

12,323

Other comprehensive income:

 

 

Foreign currency cumulative translation adjustment

 

303

 

410

 

(141)

 

488

Total comprehensive income

$

8,227

$

6,215

$

859

$

12,811


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Accumulated

    

Other

Comprehensive

Additional

Income (Loss)

Total

Common Stock

Preferred Stock

Treasury Stock

Paid-in

Retained

Net of

Stockholders’

(in thousands)

  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Earnings

  

Income Taxes

  

Equity

Balance as of January 1, 2021

140,222

$

140

61,006

$

610

15,146

$

(260,686)

$

620,679

$

54,941

$

1,011

$

416,695

Foreign currency translation adjustment

 

 

 

 

 

 

(799)

 

(799)

Stock-based compensation expense

 

 

 

 

2,538

 

 

 

2,538

Common stock issued upon exercise of stock options

180

 

 

 

 

538

 

 

 

538

Net income

 

 

 

 

 

5,644

 

 

5,644

Balance as of March 31, 2021

140,402

$

140

61,006

$

610

15,146

$

(260,686)

$

623,755

$

60,585

$

212

$

424,616

Foreign currency translation adjustment

355

355

Stock-based compensation expense

4,714

4,714

Common stock issued upon exercise of stock options

871

2

2,907

2,909

Common stock issued upon vesting of restricted stock units

217

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

5,190

5

(61,006)

(610)

(15,146)

260,686

(260,081)

Issuance of common stock in connection with initial public offering

9,977

10

269,380

269,390

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

1,111

1

29,999

30,000

Net loss

(12,568)

(12,568)

Balance as of June 30, 2021

157,768

$

158

$

$

$

670,674

$

48,017

$

567

$

719,416

Foreign currency translation adjustment

303

303

Shares repurchased for settlement of employee tax withholdings

50

(1,802)

(1,802)

Stock-based compensation expense

4,848

4,848

Common stock issued upon exercise of stock options

651

1

2,066

2,067

Common stock issued upon vesting of restricted stock units

105

Net income

7,924

7,924

Balance as of September 30, 2021

158,524

$

159

$

50

$

(1,802)

$

677,588

$

55,941

$

870

$

732,756

Balance as of January 1, 2020

139,721

$

140

$

$

$

283,457

$

34,488

$

(67)

$

318,018

Foreign currency translation adjustment

 

 

 

 

 

 

(153)

 

(153)

Stock-based compensation expense

 

 

 

 

802

 

 

 

802

Common stock issued upon exercise of stock options

32

 

 

 

 

70

 

 

 

70

Net income

 

 

 

 

 

2,440

 

 

2,440

Balance as of March 31, 2020

139,753

$

140

$

$

$

284,329

$

36,928

$

(220)

$

321,177

Foreign currency translation adjustment

231

231

Stock-based compensation

1,140

1,140

Common stock issued upon exercise of stock options

58

51

51

Net income

4,078

4,078

Balance as of June 30, 2020

139,811

$

140

$

$

$

285,520

$

41,006

$

11

$

326,677

Foreign currency translation adjustment

410

410

Stock-based compensation

1,619

1,619

Common stock issued under employee purchase plan

61

423

423

Common stock issued upon exercise of stock options

44

263

263

Common stock issued upon vesting of restricted stock units

19

Net income

5,805

5,805

Balance as of September 30, 2020

139,935

$

140

$

$

$

287,825

$

46,811

$

421

$

335,197


DoubleVerify Holdings, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Nine Months Ended

September 30, 

(in thousands)

    

2021

    

2020

Operating activities:

 

  

 

  

Net income

$

1,000

$

12,323

Adjustments to reconcile net income to net cash provided by operating activities

 

Bad debt (recovery) expense

 

(1,186)

 

3,041

Depreciation and amortization expense

 

21,989

 

18,167

Amortization of debt issuance costs

 

221

 

211

Accretion of acquisition liabilities

 

 

36

Deferred taxes

 

(4,572)

 

(3,912)

Stock-based compensation expense

 

12,100

 

3,561

Interest expense (income)

 

130

 

(36)

Change in fair value of contingent consideration

 

57

 

(949)

Offering costs

21,797

1,852

Other

 

661

 

742

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

 

Trade receivables

 

690

 

(11,633)

Prepaid expenses and other current assets

 

4,590

 

(3,457)

Other non-current assets

 

(162)

 

(9)

Trade payables

 

425

 

1,881

Accrued expenses

 

(684)

 

2,081

Other current liabilities

 

2,747

 

(7,143)

Other non-current liabilities

 

(1,369)

 

1,082

Net cash provided by operating activities

 

58,434

 

17,838

Investing activities:

 

 

Purchase of property, plant and equipment

 

(5,499)

 

(6,545)

Acquisition of business, net of cash acquired

(24,323)

Net cash (used in) investing activities

 

(29,822)

 

(6,545)

Financing activities:

 

 

  

Payments of long-term debt

(22,000)

(563)

Deferred payment related to Leiki acquisition

(2,033)

Deferred payment related to Zentrick acquisition

(50)

(50)

Payment of contingent consideration related to Zentrick acquisition

 

 

(601)

Proceeds from common stock issued upon exercise of stock options

5,514

383

Proceeds from common stock issued under employee purchase plan

425

Proceeds from issuance of common stock upon initial public offering

269,390

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

30,000

Payments related to offering costs

(21,797)

(1,230)

Capital lease payments

(1,222)

 

(1,242)

Shares repurchased for settlement of employee tax withholdings

(1,802)

Net cash provided by (used in) financing activities

 

258,033

 

(4,911)

Effect of exchange rate changes on cash and cash equivalents and restricted cash

 

(173)

 

(38)

Net increase in cash, cash equivalents, and restricted cash

 

286,472

 

6,344

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

 

33,395

 

11,342

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

$

319,867

$

17,686

Cash and cash equivalents

319,825

17,289

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

 

42

 

397

Total cash and cash equivalents and restricted cash

$

319,867

$

17,686

Supplemental cash flow information:

 

 

  

Cash paid for taxes

 

5,586

 

14,901

Cash paid for interest

 

580

 

2,692

Non-cash investing and financing activities:

 

 

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

610

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

260,686

Acquisition of equipment under capital lease

 

1,518

 

973

Capital assets financed by accounts payable

 

41

 

1,313

Offering costs included in accounts payable and accrued expense

772


Comparison of the Three and Nine Months Ended September 30, 2021 and September 30, 2020

Revenue

Three Months Ended September 30, 

Change

Change

Nine Months Ended September 30, 

    

Change

Change

2021

     

2020

     

$

     

%

     

2021

     

2020

     

$

     

%

(In Thousands)

    

(In Thousands)

  

    

Revenue by customer type:

  

  

  

  

  

Advertiser - direct

$

34,057

$

27,582

$

6,475

23

%

$

93,260

  

$

73,476

  

$

19,784

27

%

Advertiser - programmatic

 

41,902

 

28,044

 

13,858

49

 

113,694

  

 

76,023

  

 

37,671

50

Supply-side customer

 

7,139

 

5,411

 

1,728

32

 

20,254

  

 

15,777

  

 

4,477

28

Total revenue

$

83,098

  

$

61,037

$

22,061

36

%

$

227,208

  

$

165,276

  

$

61,932

37

%

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 September 30, 

Nine Months Ended September 30, 

2021

    

2020

    

2021

    

2020

(In Thousands)

(In Thousands)

Net income

$

7,924

$

5,805

$

1,000

 

$

12,323

Net income margin

10%

10%

0%

7%

Depreciation and amortization

 

7,492

 

6,087

 

21,989

 

18,167

Stock-based compensation

 

4,848

 

1,619

 

12,100

 

3,561

Interest expense

 

249

 

858

 

936

 

2,958

Income tax expense (benefit)

 

3,270

 

(1,376)

 

8,361

 

1,975

M&A costs (recoveries) (a)

 

1,079

(25)

1,128

 

198

Offering costs and IPO readiness costs (b)

 

318

768

22,465

 

2,995

Other costs (c)

 

878

307

987

 

3,031

Other expense (d)

 

365

 

481

 

365

 

359

Adjusted EBITDA

$

26,423

$

14,524

$

69,331

$

45,567

Adjusted EBITDA margin

32%

 

24%

 

31%

 

28%


(a)M&A costs (recoveries) for the three and nine months ended September 30, 2021 consist of transaction costs related to the acquisition of Meetrics and other deferred compensation costs related to acquisitions. M&A costs for the three and nine months ended September 30, 2020 consist of deferred compensation costs related to acquisitions.
(b)Offering costs and IPO readiness costs for the three and nine months ended September 30, 2021 and 2020 consist of third-party costs incurred in preparation and completion for our IPO and other transaction related expenses.
(c)Other costs for the three and nine months ended September 30, 2021 consist of reimbursements paid to Providence for costs incurred prior to the IPO date and non-recurring recognition of a cease-use liability related to unoccupied leased office space. For the three and nine months ended September 30, 2020, other costs include reimbursements paid to Providence as well as

costs related to the departure of our former Chief Executive Officer, and third-party costs incurred in response to investigating and remediating certain IT/cybersecurity matters that occurred in March 2020.
(d)Other expense for the three and nine months ended September 30, 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.

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.

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 Condensed Consolidated Statements of Operations and Comprehensive Income as follows:

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

(in thousands)

 

2021

 

2020

 

2021

 

2020

Product development

$

1,239

$

212

$

1,953

$

465

Sales, marketing and customer support

 

1,423

 

305

 

3,743

 

869

General and administrative

 

2,186

 

1,102

 

6,404

 

2,227

Total stock-based compensation

$

4,848

$

1,619

$

12,100

$

3,561

Forward-Looking Statements

This press release includes “forward-looking statements,” including with respect to the initial public offering. 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. In addition, 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 forward-looking information presented herein is made only as of the date of this press release, and 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

[email protected]

Investor Relations

Tejal Engman

DoubleVerify

[email protected]


Exhibit 99.2

Graphic

DoubleVerify Extends Leadership in Social Video & CTV with Agreement To Acquire OpenSlate

Combination will create industry-leading solution for social video and CTV advertisers, marrying OpenSlate’s pre-activation brand suitability and contextual solutions with DV’s established post-bid media quality measurement solutions.

NEW YORK – November 9, 2021 – DoubleVerify (“DV”) (NYSE: DV), a leading software platform for digital media measurement, data and analytics, today announced it has entered into an agreement to acquire OpenSlate (“OpenSlate”), a pre-campaign contextual targeting platform that enables brands to align advertising with suitable or contextually relevant content across social video and CTV. The acquisition of OpenSlate is a cash and stock transaction valued at $150 million and is expected to close this quarter (the “Acquisition”).

“DV’s mission is to make digital advertising stronger, safer and more secure, giving global brands clarity and confidence in their digital investments,” said Mark Zagorski, DoubleVerify CEO. “Our strategy in support of this mission is to verify everywhere – across channels, formats, platforms and geographies. The combination with OpenSlate fully supports this approach. OpenSlate’s pre-campaign solutions perfectly complement DV’s post-campaign measurement capabilities across CTV and social environments. Integrating the two provides advertisers with unparalleled end-to-end brand safety, suitability and contextual optimization. No other company will be able to deliver a fully-owned, integrated solution across the leading social and CTV walled gardens.”

OpenSlate’s solutions provide insight into the nature and quality of ad-supported content on large, video-driven social platforms, such as Facebook, TikTok and YouTube. Founded in 2012, OpenSlate evaluates video for brand safety, suitability and context, and offers customers proven “pre-activation” controls to ensure advertisers can effectively target the most appropriate and impactful content. OpenSlate operates across 37 international markets and supports leading agency holding companies and 200+ large global brands, including Coca-Cola, Facebook, Kimberly-Clark, Pfizer and Unilever.

Cookie deprecation, concerns about brand suitability and the ongoing decline of traditional measurement solutions in a highly digital ad world have created a challenge for advertisers seeking to better target and measure the impact of their ad spend. The combination of DoubleVerify and OpenSlate provides the most comprehensive toolset available to tackle these challenges – paving the way for continued expansion of social video and CTV advertising, which are expected to grow to $56B and $16B respectively by 2023.

The Acquisition will further expand DV’s value to advertisers in social video and CTV, reinforcing coverage while deepening already unmatched product leadership and innovation. OpenSlate’s pre-activation targeting controls combined with DV’s granular post-flight measurement will create the industry’s most comprehensive, end-to-end brand safety, suitability and contextual platform for social video and CTV. By leveraging this unified targeting and quality measurement suite, advertisers can more seamlessly optimize campaigns, maximize consumer engagement and drive ROI.


“The OpenSlate team is thrilled to join forces with DoubleVerify – an industry-leading, rapidly expanding, global organization with best-in-class media quality and performance capabilities,” said Mike Henry, OpenSlate CEO. “Integrating with DV will be a natural evolution for our technology and will accelerate our ability to provide advertisers with comprehensive brand safety, suitability, and contextual solutions across social video and CTV.”

DV has over a decade of experience building digital transparency and trust in the advertising ecosystem, protecting brand reputation and driving performance. Central to its trust is DV’s independence, offering unbiased measurement across leading social, mobile, video, and programmatic platforms to meet the evolving needs of advertisers. In acquiring OpenSlate, DV brings together two objective, third-party measurement platforms – both of which are ad-server agnostic, with neither being party to the media transaction or the ad monetization process.

“We believe that maintaining our independence across the digital advertising ecosystem gives our customers and partners assurance that we are objective, unbiased and independent – with no potential conflicts of interest,” said Zagorski. “As a result, we have built a foundation of trust, transparency and interoperability that is unmatched in the market. The addition of OpenSlate strengthens that reputation and commitment.”

DV powers media quality and performance everywhere. DV solutions let advertisers protect brand equity, maximize digital investments and drive real business outcomes. DV capabilities span the entire media transaction, from pre-bid targeting through post-bid measurement and optimization, across devices, formats and platforms. Neither DoubleVerify or OpenSlate rely on persistent tracking technologies, such as third-party cookies or mobile device IDs like Apple’s IDFA.

For additional information, please refer to the OpenSlate Acquisition investor presentation in the Recent News & Events section of the Company’s investor relations site.

Terms and Financial Impact

Under the terms of the agreement, DV will acquire OpenSlate in a transaction valued at $150 million, consisting of approximately $125 million in cash consideration and $25 million in DV common stock. DV will discuss the acquisition’s anticipated contribution to its financial outlook when it reports third quarter 2021 results today, November 9.

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. Learn more at www.doubleverify.com.

About OpenSlate

OpenSlate is a global, content-focused measurement and analytics company. The company’s technology and independent ratings system provides insight into the nature and quality of content on the world’s largest digital platforms. OpenSlate provides marketers with holistic, comprehensive solutions for brand safety, suitability and subject matter. Learn more at www.openslate.com.