DoubleVerify Holdings, Inc. - Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K - May 26, 2021

DoubleVerify Holdings, Inc.

8-K 1 tm2117538d1_8k.htm FORM 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): May 25, 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 þ

 

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 May 25, 2021, DoubleVerify Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 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

 

Exhibit
Number
 

Description

99.1   Press Release dated May 25, 2021.

 

 

 

 

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: May 25, 2021

 

 

 

 

EX-99.1 2 tm2117538d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

DoubleVerify Announces First Quarter 2021 Financial Results

 

Revenue Increased 32% Year-Over-Year to $67.6 Million Driven by Strong CTV and Social Volume Growth

 

Advertiser Programmatic Revenue Increased 42% to $33.9 Million

 

Net Income Increased to $5.6 Million; Adjusted EBITDA Increased 41% to $21.7 Million, or 32% of Revenue

 

NEW YORK – May 25, 2021 – DoubleVerify (“DV”) (NYSE: DV), a leading software platform for digital media measurement, data and analytics, today announced financial results for the first quarter ended March 31, 2021.

 

“Successfully completing our IPO was an important milestone for DoubleVerify, providing additional capital to further fuel our mission to create a stronger, safer and more secure digital ad ecosystem,” said Mark Zagorski, CEO of DoubleVerify. “We delivered record first quarter revenue, which grew 32% year-over-year, with Adjusted EBITDA exhibiting 41% growth. Our solid topline momentum was driven by global expansion via recent enterprise client wins, product success in fast growing sectors such as CTV, Social and Programmatic and the introduction of new solutions that leverage our ability to measure and verify across both the walled gardens and open internet without cookies or third-party tracking technologies. We are optimistic about continued strong growth for the remainder of 2021 and beyond.”

 

First Quarter 2021 Financial Highlights:

(All comparisons are to the first quarter of 2020)

 

Total revenue of $67.6 million, an increase of 32%.
Advertiser Direct revenue of $27.5 million, an increase of 24%.
o Media Transactions Measured (“MTM”) for both CTV and Social increased by approximately 75%.
Advertiser Programmatic revenue of $33.9 million, an increase of 42%.
Supply-Side revenue of $6.1 million, an increase of 18%.
Net income increased to $5.6 million, compared to $2.4 million.
Adjusted EBITDA of $21.7 million, an increase of 41%.
Diluted earnings per share increased to $0.04, compared to $0.02.

 

 

 

 

First Quarter 2021 Business Highlights:

 

Grew revenue with recently won business at Unilever, UPS, UK Government (via Omnicom UK), Fujifilm Japan and Arnott’s Australia among numerous others.
Expanded Custom Contextual targeting for programmatic advertisers, including activation on The Trade Desk.
Expanded international coverage for CTV on Roku, building upon our existing measurement partnership, with plans for further international expansion.
Continued to grow supply side business, with new customer wins including News Corp, Time, Inc. and Ziff Davis, among others.
Enhanced the leadership team with the appointment of Julie Eddleman as EVP, Global Chief Commercial Officer (CCO), who will lead the Company’s sales and client service organizations worldwide, and Doug Campbell as Chief Strategy Officer, who will lead corporate strategy and M&A.
Achieved additional Media Rating Council (MRC) accreditation in CTV for display and video rendered ad impression measurement and sophisticated invalid traffic (SIVT) filtration, including app fraud.
Launched DV Authentic Attention™, the first privacy-friendly data solution to provide timely, impression-level insights to optimize campaign performance.
Expanded Brand Safety/Suitability Services on Facebook video products, now offering the widest brand safety/suitability coverage of any provider on the platform.

 

“DoubleVerify continues to outpace the growth of the digital advertising market and is well positioned to deliver strong revenue growth and profitability in 2021,” said Nicola Allais, CFO of DoubleVerify. “In the first quarter, revenue growth was driven by continued success in launching new products and expanding market share in the programmatic, CTV and Social sectors. Additionally, we maintained strong customer retention in the quarter, evidenced by a gross revenue retention rate of over 95%. After the quarter closed, we received aggregate net proceeds of $282 million from the IPO and a concurrent private placement, further strengthening our balance sheet and bolstering our ability to expand our global footprint and accelerate our technology roadmap.”

 

Second Quarter and Full-Year 2021 Guidance:

 

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

 

Second quarter 2021:

 

Revenue of $72 to $74 million, a year-over-year increase of 38% at the midpoint.
Adjusted EBITDA in the range of $20 to $22 million, a year-over-year improvement of 34% at the midpoint.

 

 

 

 

Full year 2021:

 

Revenue of $322 to $326 million, a year-over-year increase of 33% at the midpoint.
Adjusted EBITDA in the range of $103 to $105 million, a year-over-year increase of 42% at the midpoint.

 

With respect to the Company’s expectations under "Second Quarter and Full Year 2021 Guidance" above, the Company has not reconciled the non-GAAP measure Adjusted EBITDA to the GAAP measure net income (loss) 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 (loss). 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 first quarter 2021 financial results at 4:30 p.m. Eastern Time today, May 25, 2021. To access the conference call, dial (877) 841-2987 for the U.S. or Canada, or (215) 268-9878 for international callers and provide conference ID 13719679. 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 Media Transaction Measured.

 

 

 

 

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

    As of     As of  
(in thousands, except per share data)   March 31, 2021     December 31, 2020  
Assets:                
Current assets                
Cash and cash equivalents   $ 49,815     $ 33,354  
Trade receivables, net of allowances for doubtful accounts of $6,412 and $7,049 as of March 31, 2021 and December 31, 2020 respectively     86,798       94,677  
Prepaid expenses and other current assets     12,068       13,904  
Total current assets     148,681       141,935  
Property, plant and equipment, net     18,948       18,107  
Goodwill     227,349       227,349  
Intangible assets, net     117,245       121,710  
Deferred tax assets     82       82  
Other non-current assets     2,089       2,151  
Total assets   $ 514,394     $ 511,334  
Liabilities and Stockholders' Equity:                
Current liabilities                
Trade payables   $ 3,567     $ 3,495  
Accrued expense     20,213       25,419  
Income tax liabilities     1,107       1,277  
Current portion of capital lease obligations     2,140       1,515  
Contingent considerations current     1,660       1,198  
Other current liabilities     1,993       1,116  
Total current liabilities     30,680       34,020  
Long-term debt     22,000       22,000  
Capital lease obligations     4,112       3,447  
Deferred tax liabilities     30,090       31,418  
Other non-current liabilities     2,896       3,292  
Contingent considerations non-current           462  
Total liabilities   $ 89,778     $ 94,639  
Commitments and Contingencies                
Stockholders’ equity                
Common stock, $0.001 par value, 700,000 shares authorized, 140,402 shares issued and 125,256 shares outstanding as of March 31, 2021; 140,222 shares issued and 125,074 shares outstanding as of December 31, 2020     140       140  
Preferred stock, $0.01 par value, 61,006 shares authorized, issued, and outstanding as of March 31, 2021 and December 31, 2020. Liquidation preference: $350,000 as of March 31, 2021 and December 31, 2020     610       610  
Additional paid-in capital     623,755       620,679  
Treasury stock, at cost, 15,146 shares as of March 31, 2021 and December 31, 2020     (260,686 )     (260,686 )
Retained earnings     60,585       54,941  
Accumulated other comprehensive income, net of income taxes     212       1,011  
Total stockholders’ equity     424,616       416,695  
Total liabilities and stockholders' equity   $ 514,394     $ 511,334  

 

 

 

 

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

 

    Three Months Ended March 31,  
(in thousands, except per share data)   2021     2020  
Revenue   $ 67,586     $ 51,219  
Cost of revenue (exclusive of depreciation and amortization shown separately below)     10,203       7,310  
Product development     14,179       10,331  
Sales, marketing and customer support     15,534       12,319  
General and administrative     11,835       10,696  
Depreciation and amortization     7,057       5,934  
Income from operations     8,778       4,629  
Interest expense     390       1,164  
Other (income), net     (49 )     (320 )
Income before income taxes     8,437       3,785  
Income tax expense     2,793       1,345  
Net income   $ 5,644     $ 2,440  
Earnings per share:                
Basic   $ 0.05     $ 0.02  
Diluted   $ 0.04     $ 0.02  
Weighted-average common stock outstanding:                
Basic     125,112       139,741  
Diluted     133,578       147,233  
Comprehensive income:                
Net income   $ 5,644     $ 2,440  
Other comprehensive (loss):                
Foreign currency cumulative translation adjustment     (799 )     (153 )
Total comprehensive income   $ 4,845     $ 2,287  

 

 

 

 

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  
                                                                                 
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  

 

 

 

 

DoubleVerify Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    Three Months Ended  
    March 31,  
(in thousands)   2021     2020  
Operating activities:                
Net income   $ 5,644     $ 2,440  
Adjustments to reconcile net income to net cash provided by operating activities                
Bad debt (recovery) expense     (390 )     709  
Depreciation and amortization expense     7,057       5,934  
Amortization of debt issuance costs     74       72  
Accretion of acquisition liabilities           21  
Deferred taxes     (1,328 )     (1,624 )
Stock-based compensation expense     2,538       802  
Interest expense (income)     66       (29 )
Change in fair value of contingent consideration           (979 )
Offering costs     3,073       870  
Other     (68 )     621  
Changes in operating assets and liabilities net of effect of business combinations                
Trade receivables     7,803       4,098  
Prepaid expenses and other current assets     1,754       811  
Other non-current assets     (12 )     (44 )
Trade payables and other liabilities     (524 )     1,291  
Accrued expenses     (6,469 )     (3,854 )
Other current liabilities     1,102       1,093  
Other non-current liabilities     (856 )     470  
Net cash provided by operating activities     19,464       12,702  
Investing activities:                
Purchase of property, plant and equipment     (1,915 )     (3,049 )
Net cash (used in) investing activities     (1,915 )     (3,049 )
Financing activities:                
Payments of long-term debt           (188 )
Payments related to offering costs     (1,181 )     (676 )
Payment of contingent consideration related to Zentrick acquisition           (601 )
Proceeds from common stock issued upon exercise of stock options     538       70  
Capital lease payments     (235 )     (418 )
Net cash (used in) financing activities     (878 )     (1,813 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash     (209 )     (143 )
Net increase in cash, cash equivalents, and restricted cash     16,462       7,697  
Cash, cash equivalents, and restricted cash - Beginning of period     33,395       11,342  
Cash, cash equivalents, and restricted cash - End of period   $ 49,857     $ 19,039  
                 
Cash and cash equivalents     49,815       18,730  
Restricted cash (included in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets)     42       309  
Total cash and cash equivalents and restricted cash   $ 49,857     $ 19,039  
Supplemental cash flow information:                
Cash paid for taxes     1,045       541  
Cash paid for interest     147       1,069  
Non-cash investing and financing activities:                
Acquisition of equipment under capital lease     1,518       973  
Capital assets financed by accounts payable           16  
Offering costs included in accounts payable and accrued expense     1,889       306  

 

 

 

 

Comparison of the Three Months Ended March 31, 2021 and March 31, 2020

 

Revenue

 

    Three Months Ended March 31,     Change     Change  
    2021     2020     $     %  
                         
    (In Thousands)              
Revenue by customer type:                                
Advertisers - direct   $ 27,541     $ 22,187     $ 5,354       24 %
Advertisers - programmatic     33,912       23,851       10,061       42  
Supply - side customer     6,133       5,181       952       18  
Total revenue   $ 67,586     $ 51,219     $ 16,367       32 %

 

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. 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. In addition, other companies in our industry may calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative measure. 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 March 31,  
    2021     2020  
             
    (In Thousands)  
Net income   $ 5,644     $ 2,440  
Net income margin     8 %     5 %
Depreciation and amortization     7,057       5,934  
Stock-based compensation     2,538       802  
Interest expense     390       1,164  
Income tax expense     2,793       1,346  
M&A (recoveries) costs (a)     (18 )     215  
Offering costs and IPO readiness costs (b)     3,261       1,641  
Other costs (c)     109       2,163  
Other (income) (d)     (49 )     (320 )
Adjusted EBITDA   $ 21,725     $ 15,385  
Adjusted EBITDA margin     32 %     30 %

 

(a) M&A (recoveries) costs for the three months ended March 31, 2021 and 2020 consist of third-party costs and deferred compensation costs related to acquisitions.
(b) Offering costs and IPO readiness costs for the three months ended March 31, 2021 and 2020 consist of third-party costs incurred in preparation for our IPO.
(c) Other costs for the three months ended March 31, 2021 and 2020 consist of reimbursements paid to Providence. For the three months ended March 31, 2020, other costs also include 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 (income) consists of interest income, change in fair value associated with contingent considerations, and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities.

 

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. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue.

 

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

 

    Three Months Ended  
    March 31,  
(in thousands)   2021     2020  
             
Product development   $ 278     $ 101  
Sales, marketing and customer support     624       172  
General and administrative     1,636       529  
Total stock-based compensation   $ 2,538     $ 802  

 

 

 

 

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]

 

 

 

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