Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-40349 | ||
Entity Registrant Name | DoubleVerify Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-2714562 | ||
Entity Address, Address Line One | 233 Spring Street | ||
Entity Address, City or Town | New York | ||
Entity Address State Or Province | NY | ||
Entity Address, Postal Zip Code | 10013 | ||
City Area Code | 212 | ||
Local Phone Number | 631-2111 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | DV | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,833,940,680 | ||
Entity Common Stock, Shares Outstanding | 162,652,209 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | New York, New York | ||
Entity Central Index Key | 0001819928 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
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 |
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 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Trade Receivables, net of allowances | $ 6,527 | $ 7,049 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 700,000 |
Common stock, shares issued | 162,347 | 140,222 |
Common stock, shares outstanding | 162,297 | 125,074 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 61,006 |
Preferred stock, shares issued | 0 | 61,006 |
Preferred stock, shares outstanding | 0 | 61,006 |
Preferred stock, liquidation value | $ 350,000 | |
Treasury stock, shares | 50 | 15,146 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | |||
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 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common StockIPO | Common StockPrivate Placement | Common Stock | Preferred Stock | Treasury Stock | Additional Paid-in CapitalIPO | Additional Paid-in CapitalPrivate Placement | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income Net of Income Taxes | IPO | Private Placement | Total |
Balance at Dec. 31, 2018 | $ 140 | $ 281,600 | $ 11,181 | $ 3 | $ 292,924 | ||||||||
Balance (in shares) at Dec. 31, 2018 | 139,618 | ||||||||||||
Foreign currency translation adjustment | (67) | ||||||||||||
Foreign currency translation adjustment | (70) | (70) | |||||||||||
Stock-based compensation | 1,680 | 1,680 | |||||||||||
Common stock issued upon exercise of stock options | 177 | 177 | |||||||||||
Common stock issued upon exercise of stock options (in shares) | 65 | ||||||||||||
Common stock issued upon vesting of restricted stock units (in shares) | 38 | ||||||||||||
Net income | 23,307 | 23,307 | |||||||||||
Balance at Dec. 31, 2019 | $ 140 | 283,457 | 34,488 | (67) | 318,018 | ||||||||
Balance (in shares) at Dec. 31, 2019 | 139,721 | ||||||||||||
Foreign currency translation adjustment | 1,078 | 1,078 | |||||||||||
Stock-based compensation | 5,984 | 5,984 | |||||||||||
Exchange of common stock for Series A preferred stock | $ 454 | $ (260,686) | 260,232 | ||||||||||
Exchange of common stock for Series A preferred stock (in shares) | 45,438 | 15,146 | |||||||||||
Issuance of stock | $ 156 | 85,308 | 85,464 | ||||||||||
Issuance of stock (in shares) | 15,568 | ||||||||||||
Repurchase of vested options | (15,506) | (15,506) | |||||||||||
Common stock issued under employee purchase plan | 424 | 424 | |||||||||||
Common stock issued under employee purchase plan (in shares) | 61 | ||||||||||||
Common stock issued upon exercise of stock options | 780 | 780 | |||||||||||
Common stock issued upon exercise of stock options (in shares) | 255 | ||||||||||||
Common stock issued upon vesting of restricted stock units (in shares) | 185 | ||||||||||||
Net income | 20,453 | 20,453 | |||||||||||
Balance at Dec. 31, 2020 | $ 140 | $ 610 | $ (260,686) | 620,679 | 54,941 | 1,011 | 416,695 | ||||||
Balance (in shares) at Dec. 31, 2020 | 140,222 | 61,006 | 15,146 | ||||||||||
Foreign currency translation adjustment | (1,782) | (1,782) | |||||||||||
Shares repurchased for settlement of employee tax withholdings | $ (1,802) | (1,802) | |||||||||||
Shares repurchased for settlement of employee tax withholdings (in shares) | 50 | ||||||||||||
Issuance of common stock as consideration for acquisition | $ 1 | 22,525 | 22,526 | ||||||||||
Issuance of common stock as consideration for acquisition (in shares) | 684 | ||||||||||||
Stock-based compensation | 21,887 | 21,887 | |||||||||||
Exchange of common stock for Series A preferred stock | $ 5 | $ (610) | $ 260,686 | (260,081) | |||||||||
Exchange of common stock for Series A preferred stock (in shares) | 5,190 | (61,006) | (15,146) | ||||||||||
Issuance of stock | $ 10 | $ 1 | $ 269,380 | $ 29,999 | $ 269,390 | $ 30,000 | |||||||
Issuance of stock (in shares) | 9,977 | 1,111 | |||||||||||
Common stock issued under employee purchase plan | 404 | 404 | |||||||||||
Common stock issued under employee purchase plan (in shares) | 15 | ||||||||||||
Common stock issued upon exercise of stock options | $ 5 | 12,435 | $ 12,440 | ||||||||||
Common stock issued upon exercise of stock options (in shares) | 4,782 | 4,788 | |||||||||||
Common stock issued upon vesting of restricted stock units (in shares) | 366 | ||||||||||||
Net income | 29,308 | $ 29,308 | |||||||||||
Balance at Dec. 31, 2021 | $ 162 | $ (1,802) | $ 717,228 | $ 84,249 | $ (771) | $ 799,066 | |||||||
Balance (in shares) at Dec. 31, 2021 | 162,347 | 50 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 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) |
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 |
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 | |
Leiki Oy acquisition | |||
Financing activities: | |||
Deferred payment related to acquisition of assets | (2,033) | $ (2,189) | |
Zentrick NV acquisition | |||
Financing activities: | |||
Deferred payment related to acquisition of assets | $ (50) | $ (50) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - Reconciliation of Cashflows - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
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 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Description of Business | |
Description of Business | 1. Description of Business DoubleVerify Holdings, Inc. (the “Company”) is a leading software platform for digital media measurement and analytics. Our mission is to create stronger, safer, more secure digital transactions that drive optimal outcomes for global advertisers. Through our software platform and the metrics it provides, we help preserve the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads. The Company was incorporated on August 16, 2017, is registered in the state of Delaware and is the parent company of DoubleVerify Midco, Inc. (“MidCo”), which is in turn the parent company of DoubleVerify Inc. On August 18, 2017, DoubleVerify Inc. entered into an agreement and plan of merger (the “Agreement”), whereby the Company (the “Ultimate Parent”) and Pixel Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of the Company, agreed to provide for the merger of the Merger Sub with DoubleVerify Inc. pursuant to the terms and conditions of the Agreement. On the effective date, Merger Sub was merged with and into DoubleVerify Inc. whereupon the separate corporate existence of Merger Sub ceased and DoubleVerify Inc. continued as the surviving corporation. Through the merger, the Company acquired 100% of the outstanding equity instruments of DoubleVerify Inc., (the “Acquisition”) resulting in a change of control at the parent level. The merger resulted in the application of acquisition accounting under the provisions of Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 805 , “Business Combinations.” The Company is headquartered in New York, New York and has wholly-owned subsidiaries in numerous jurisdictions including Israel, the United Kingdom, Germany, Singapore, Australia, Canada, Brazil, Belgium, Mexico, France, Japan, Spain, and Finland, and operates in one reportable segment. On April 23, 2021, the Company completed an IPO. See Footnote 13, Stockholders’ Equity. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Preparation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the financial statements of the Company and all of its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. On March 29, 2021, the Company effected a 1 Use of Estimates and Judgments in the Preparation of the Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition criteria including the determination of principal versus agent revenue considerations, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. These estimates are based on the information available as of the date of the Consolidated Financial Statements. Segment Reporting The Company’s operating segments are determined based on the units that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”). The CODM is the highest level of management responsible for assessing the Company’s overall performance and making operational decisions. The Company operates in one single operating and reportable Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1—observable inputs such as quoted prices in active markets; Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly; Level 3—unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The carrying amounts of accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these instruments. Foreign Currency A majority of the Company’s revenues are generated in U.S. dollars. In addition, most of the Company’s costs are denominated and determined in U.S. dollars. Thus, the reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is generally the local currency. The assets and liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period-end exchange rates. Income statement items are translated at the average monthly rates for the year. The resulting translation adjustment is recorded as a component of accumulated other comprehensive (income) loss and is included in the Consolidated Statement of Stockholders’ Equity. For the years ended December 31, 2021, 2020, and 2019, the Company recorded an aggregate transaction gain of $0.1 million, an aggregate transaction loss of $0.5 million, and an aggregate transaction gain of less than $0.1 million, respectively. The aggregate transaction gains or losses were recorded in Other income, net in the Consolidated Statement of Operations and Comprehensive Income. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Pursuant to the Company’s investment policy, its surplus funds are kept as cash or cash equivalents in money market funds and savings accounts to reduce its exposure to market risk. Trade Receivables Net of Allowances for Doubtful Accounts Trade receivables are non-interest bearing and are stated at gross invoice amounts. A receivable is recorded when the Company has an unconditional right to receive payment based on the satisfaction of performance obligations, such that only the passage of time is required before consideration is due, regardless of whether amounts are billed or unbilled. Included in trade receivables on the Consolidated Balance Sheets are unbilled receivable balances which have not yet been invoiced. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations, such as bankruptcy proceedings and receivable amounts outstanding for an extended period beyond contractual terms. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to either record a specific allowance against these customer balances or to write the balances off. Write-offs of accounts receivable are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise has evaluated other circumstances that indicate that the Company should abandon such efforts. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets on the Consolidated Balance Sheets consist primarily of prepaid taxes, other general prepaid expenses, prepaid insurance, and value added tax assets. Any expenses paid prior to the related services being rendered are recorded as prepaid expenses and amortized over the period of service. Restricted cash represents amounts pledged as collateral for certain agreements with third parties. Upon satisfying the terms of the agreements, the funds are expected to be released and available for use by the Company. As of December 31, 2021 and 2020, the Company had $0.1 million and less than $0.1 million of restricted cash, respectively. As of December 31, 2021 and 2020, the Company had prepaid income taxes of $14.4 million and $10.4 million, respectively. Property, Plant and Equipment, Net Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer equipment 3 years Office furniture and equipment 4 ‑ 7 years Leasehold improvements 4 ‑ 6 years Assets under capital leases are recorded at their net present value at the inception of the lease. Assets under capital leases and leasehold improvements are amortized over the shorter of the related lease terms or their useful lives. Expenditures which significantly improve or extend the life of an asset are capitalized, while charges for routine maintenance and repairs are expensed during the year incurred. Capitalized Software Capitalized software, which is included in Property, plant and equipment, net, consists of costs to purchase and develop internal-use software, which the Company uses to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for use in the Company’s products, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is 3 years. During the years ended December 31, 2021 and December 31, 2020, the Company capitalized $6.6 million and $5.2 million in internal-use software cost, respectively. Amortization expense was $3.7 million, $1.4 million, and $0.4 million on capitalized internal-use software costs during the years ended December 31, 2021, 2020 and 2019, respectively. This is included within depreciation expense on Property, plant and equipment, net. Leases The Company leases its facilities and meets the requirements to account for these leases as operating leases. For facility leases that contain rent escalations or rent concession provisions, the Company records its lease expense during the lease term on a straight-line basis over the term of the lease in accordance with ASC 840, Leases The Company leases computer equipment that meet the requirements to account for these as capital leases. The Company records capital leases as an asset and an obligation at an amount equal to the present value of the minimum lease payments as determined at the beginning of the lease term. Depreciation of capitalized leased assets is computed over their useful life and is included in depreciation expense. Business Combinations The Company recognizes assets acquired and liabilities assumed at their fair value on the acquisition date. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, expenses and taxes. The carrying value of acquired working capital assets and liabilities approximates its fair value, given the short-term nature of these assets and liabilities. Acquisition-related costs are expensed as incurred. Goodwill Goodwill represents the excess of purchase price over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. The valuation of goodwill involves the use of management’s estimates and assumptions. The carrying value of goodwill is not amortized, but rather, is evaluated for impairment at least annually, as of October 1, and, additionally on an interim basis, whenever events or changes in circumstances indicate that the carrying amount of goodwill will not be recoverable. The Company performs this evaluation by comparing the fair value of a reporting unit to its carrying value, including goodwill recorded by the reporting unit. The Company has a single reporting unit. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment test, which compares the fair value of the reporting unit with its carrying amounts. The Company estimates the fair value of its reporting unit considering both income and market-based approaches. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. The Company completed its analyses for each of the years ended December 31, 2021, 2020, and 2019 and determined that there was no impairment of goodwill. Intangible Assets, Net Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The estimated useful lives of the Company’s finite-lived intangible assets are as follows: Trademarks and brands 1 ‑ 15 years Customer relationships 5 ‑ 14 years Developed technology 4 ‑ 8 years Non-compete agreements 2 years Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than the Company had originally estimated. Recoverability of these assets is measured by comparison of the carrying amount of each asset or asset group to the future undiscounted cash flows the asset or asset group is expected to generate over their remaining lives. If the asset or asset group is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset or asset group. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. There were no impairments recognized for the years ended December 31, 2021, 2020 and 2019. Debt Issuance Costs The New Revolving Credit Facility, as defined in Footnote 8, Long-term Debt, includes debt issuance costs that meet the definition of an asset and are recorded in the Consolidated Balances Sheets in Other Non-Current Assets. Debt issuance costs for the New Revolving Credit Facility are amortized to interest expense over the contractual term of the underlying debt instrument on a straight-line basis through the maturity date of the instrument of October 1, 2025. As of December 31, 2021 and December 31, 2020, remaining debt issuance costs were $1.1 million and $1.4 million, respectively. Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In accordance with ASC 606, the Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expected to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company primarily maintains agreements with each customer in the form of master service agreements and master service orders, which set out the terms of the arrangement and access to the Company’s services. The Company invoices clients monthly for the services provided during the month. Invoice payment terms are typically between 30 to 60 days. The Company’s contracts with customers may include multiple promised services, consisting of the various impression measurement services the Company offers. For all revenue channels, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation. Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractual amounts applied to the associated terms. The Company allocates the transaction price to each performance obligation based on the standalone selling price. The major sources of revenue include Advertiser Direct, Advertiser Programmatic, and Supply-Side Customers. Advertiser Direct and Advertiser Programmatic Revenue For Advertiser Direct revenue, advertisers can purchase the Company’s services to measure the quality and performance of ads purchased directly from digital properties, including publishers and social media platforms. Advertisers are provided access to the Company’s platform through the Company’s proprietary self-service software that provides the Company’s customers with access to data on all their digital ads and enables them to make changes to their ad strategies. In these arrangements, the customer pays a fee to the Company based on the ads measured. For Advertiser Programmatic revenues, advertisers purchase the Company’s services through programmatic platforms to evaluate the quality of ad inventories before they are purchased. Advertisers may purchase the Company’s service offering through a Demand-Side Platform that manages various ad campaign auctions and inventory on behalf of the advertisers. Customers elect to use the Company’s service of evaluating the quality of advertising inventory up for bid on an advertising exchange. The ability to provide these services to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s services available to advertisers. In these arrangements, the customer pays a fee to the Company (collected by the Demand-Side Platform) for the successful execution of the purchase of advertising inventory on an exchange. For Advertiser Direct and Advertiser Programmatic revenues, contracts with multiple performance obligations typically consist of services aimed at advertisers to help evaluate and ensure the success of a brand campaign by measuring authentic impressions. These services are generally delivered together as impressions are measured. For these services, each impression is distinct and has the same pattern of transfer to the customer. Revenue is recognized over time, as the Company is providing services that the customer is continuously consuming and receiving benefit from or upon completion of the service. The Company primarily considers the “right to invoice” practical expedient appropriate in the context of the Company’s contracts as this directly corresponds to the value of the Company’s performance to date. In this case, the Company’s pricing structure is (1) solely variable on the basis of the customer’s usage of the Company’s services, (2) is priced at a fixed rate per usage and (3) gives the entity the right to invoice the customer for its usage as it occurs. Certain customers receive cash-based incentives, credits, or discounts on the pricing of products or services once specific volume thresholds have been met. Where volume-based discounts are applied retrospectively, these amounts are accounted for as variable consideration which the Company estimates based on the expected consideration to be received by the customer. For volume-based discounts applied prospectively, the Company evaluates each contract to determine if the discount represents a material right which would be recognized as a separate performance obligation. Revenue is recognized using the output method based on digital ads measured at the effective rate for which consideration is expected to be received. Supply-Side Customers Supply-Side Customer revenues consist of arrangements with publishers and other supply-side customers to provide them with software solutions and data analytics to enable them to maximize revenue from their digital advertising inventory. Certain arrangements include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually twelve months. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure. Such revenues are recognized on an input method time-elapsed basis, as the Company is providing services that the customer is continuously consuming and receiving benefit from, and such recognition best depicts the transfer of control to the customer. Overages give rise to variable consideration that is allocated to the distinct periods to which the overage relates. Transactions that Involve Third Parties For transactions that involve third parties, the Company evaluates which party in the arrangement obtains control of the Company’s services (and is therefore the Company’s customer), which impacts whether the Company reports as revenue the gross amounts paid by the advertiser through the Demand-Side Platform or the net amount paid by the Company’s Demand-Side Platform partners. For certain arrangements, advertisers (“customers”) may purchase the Company’s service offering through a Demand-Side Platform that manages various ad campaign auctions and inventory on behalf of the advertisers. Customers elect to use the Company’s service of evaluating the quality of advertising inventory up for bid on an advertising exchange. The ability to provide these services to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s services available to advertisers. In these arrangements, the customer pays a fee to the Company (collected by the Demand-Side Platform) for the successful execution of the purchase of advertising inventory on an exchange. In these transactions, the Company transfers control of the Company’s services directly to the advertiser (who is the Company’s customer) and therefore revenue is recognized for the gross amount paid by the advertiser for the Company’s services. Specifically, the Company transfers control of the data that is influencing the purchasing decisions directly to the customer and the Company is primarily responsible for providing these services to the customer. That is, control of these services (or a right to these services) does not transfer to the Demand-Side Platform before they are transferred to the Company’s customers. Further, the Company has latitude in establishing the sales price with those customers as there is a fixed retail rate card that is included in the product integration agreements with the Demand-Side Platforms or are governed by contracts in place with the customers. Accordingly, the Company records revenue for the gross amounts paid by advertisers for these services and records the amounts retained by the Demand-Side Platforms as a cost of revenue. Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables) and are included in Trade receivables, net of allowance for doubtful accounts. Costs to Fulfill or Obtain a Contract The Company recognizes direct fulfillment costs as an expense when incurred. These costs include commission programs to compensate employees for generating sales orders under the Company’s master services agreements or integration agreements, and are included in Sales, marketing, and customer support. The Company has not incurred incremental costs to obtain contracts during the periods ended December 31, 2021, 2020 and 2019, respectively. Operating Expenses Cost of revenue includes platform hosting fees, data center costs, software and other technology expenses and other costs directly associated with data infrastructure. Cost of revenue also includes personnel costs including salaries, bonuses, stock-based compensation, employee benefit costs, commissions related to revenue share arrangements with Demand-Side Platforms, and allocated overhead expenses for personnel who provide the Company’s customers with support in implementing and using the Company’s software platform. Cost of revenues excludes depreciation and amortization. Product development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs, and allocated overhead expenses inclusive of engineering, product and technical operation expenses, third-party consultant costs associated with the ongoing research, development and maintenance of the Company’s software platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software and included in Property, Plant and Equipment, Net on the Company’s Consolidated Balance Sheets. Sales, marketing and customer support expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs, commission costs, and allocated overhead expenses for the Company’s sales, marketing and customer support personnel. Sales, marketing, and customer support expense also include costs for market development programs, advertising costs, attendance at events and trade shows, promotional and other marketing activities. Advertising costs include expenses associated with direct marketing but exclude the costs of attendance at events and trade shows. Advertising costs were $0.1 million, less than $0.1 million, and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Commissions costs are expensed as incurred. General and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs and other overhead expenses associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting, tax, and legal professional services fees, rent, bad debt expense and other overhead expense related to human resource and finance activities, as well as other corporate costs including offering costs. For the year ended December 31, 2020, the Company recorded $0.9 million in recoveries from business interruption insurance classified in General and administrative in the Consolidated Statement of Operations and Comprehensive Income. The insurance recovery related to investigating and remediating certain information technology and cybersecurity matters that occurred in the year. There were no recoveries from business interruption insurance for the years ended December 31, 2021 and 2019, respectively. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. The Company maintains cash deposits with financial institutions that, from time to time, exceed applicable insurance limits. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Cash and cash equivalents are maintained with several financial institutions domestically and internationally. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company monitors this credit risk and makes adjustments to the concentrations as necessary. As of December 31, 2021 and 2020, the Company had total domestic cash deposits of $213.6 million and $29.0 million, respectively. Total domestic cash deposits exceeded the FDIC insurance coverage amounts. With respect to accounts receivable, credit risk is mitigated by the Company’s ongoing credit evaluation of its customers’ financial condition. No single customer accounted for more than 10 percent of trade receivables for the years ended December 31, 2021 and 2020. With respect to revenues, no single customer accounted for more than 10% of revenues for the years ended December 31, 2021, 2020 and 2019. Other Income, Net Other income, net primarily 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. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The COVID-19 pandemic has a global reach, and many countries are introducing measures that provide relief to taxpayers in a variety of ways. In March 2020, the U.S. government enacted tax legislation containing provisions to support businesses during the COVID-19 pandemic (the “CARES Act”), including deferment of the employer portion of certain payroll taxes, refundable payroll tax credits, and technical amendments to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s income tax provision for the years ended December 31, 2021 and 2020. Stock-Based Compensation The Company accounts for stock-based compensation awards issued to its employees and members of its Board of Directors (the “Board”) in accordance with ASC 718, Compensation—Stock Compensation Stock-based compensation is measured at grant date based on the estimated fair value of the award and is expensed on a straight-line basis over the requisite service period net of an estimated forfeiture rate. The Company uses historical data to estimate forfeitures. The Company’s stock-based compensation awards r |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Revenue | 3. Revenue The following table disaggregates revenue between advertiser customers, where revenue is generated based on number of ads measured for Direct or measured and purchased for Programmatic, and supply-side customers, where revenue is generated based on contracted minimum guarantees. Disaggregated revenue by customer type is as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Advertiser - direct $ 135,516 $ 106,422 $ 84,423 Advertiser - programmatic 167,798 116,115 83,475 Supply-side customer 29,427 21,380 14,765 Total revenue $ 332,741 $ 243,917 $ 182,663 Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables). Trade receivables, net of allowance for doubtful accounts, include unbilled receivable balances of $55.7 million and $44.9 million as of December 31, 2021 and 2020, respectively. The increase in unbilled receivable balances were driven by an increase in revenue. For the year ended December 31, 2020, as a concession to a Demand-Side Platform partner, the Company agreed to pay $4.6 million to that partner for amounts that were incorrectly billed by the partner and remitted to the Company in the period from January 2018 through December 2019. This concession was recognized as a reduction of revenue. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations | |
Business Combinations | 4. Business Combinations Meetrics GmbH On August 31, 2021, the Company acquired all of the outstanding stock of Meetrics. Meetrics was founded in 2008 in Berlin, Germany and is a European-based ad verification provider – offering comprehensive media quality measurement solutions across viewability, fraud, brand safety and suitability. The aggregate net cash purchase price was $24.3 million. This acquisition expands DoubleVerify’s international presence as substantially all of Meetrics’ customer base and business operations are based in Europe. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: (in thousands) Acquisition Date Assets: Cash and cash equivalents $ 1,007 Trade receivables 778 Other assets 96 Property, plant and equipment 10 Intangible assets: Technology 2,245 Customer relationships 7,208 Trademarks 47 Non-compete agreements 71 Total intangible assets 9,571 Goodwill 15,609 Total assets acquired $ 27,071 Liabilities: Trade payables $ 147 Other current liabilities 361 Deferred tax liability 1,233 Total liabilities assumed 1,741 Total purchase consideration $ 25,330 Cash acquired (1,007) Net cash purchase price 24,323 The Company’s purchase price allocation is preliminary as it relates to the determination of accruals that may be necessary for certain direct and indirect taxes and final working capital adjustments, which the Company is still evaluating. The acquired intangible assets of Meetrics will be amortized over their estimated useful lives. Accordingly, customer relationships will be amortized over fourteen years, developed technology will be amortized over four years, non-compete agreements will be amortized over two years, and trademarks will be amortized over one year. The total weighted-average useful life of the acquired intangible assets is 11.5 years. The Company recognized a deferred tax liability of $1.2 million in relation to the intangible assets acquired. The goodwill and identified intangible assets are not deductible for tax purposes. The Company incurred acquisition-related transaction costs of $0.9 million included in General and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2021. The goodwill associated with Meetrics includes the acquired assembled work force, the value associated with the opportunity to leverage the work force to continue to develop the future generations of verification technology assets, as well as the ability to grow the Company through adding additional customer relationships or new solutions in the future. The preliminary allocations of the purchase price for Meetrics are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the accompanying consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained and assessed, not to exceed one year from the acquisition date. The acquisition of Meetrics was immaterial to the Company's Consolidated Financial Statements for the years ended December 31, 2021 and 2020, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented. OpenSlate On November 22, 2021, the Company acquired all of the outstanding stock of OpenSlate. 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. The following table summarizes the components of purchase price that constitutes the consideration transferred: (in thousands) Cash, net of cash acquired $ 124,894 Common stock transferred 22,526 Total $ 147,420 The fair value of the Company’s common stock issued (684 shares of common stock) as consideration transferred was determined on the basis of market prices of our common stock available on November 22, 2021, the trading day on the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date: (in thousands) Acquisition Date Assets: Cash and cash equivalents $ 8,549 Trade receivables 5,460 Prepaid expenses 66 Escrow assets 2,000 Other assets 167 Property, plant and equipment — Intangible assets: Technology 6,700 Customer relationships 34,600 Total intangible assets 41,300 Goodwill 108,570 Total assets acquired $ 166,112 Liabilities: Trade payables $ 226 Other current liabilities 2,373 Escrow liabilities 2,000 Deferred tax liability 5,544 Total liabilities assumed 10,143 Total purchase consideration $ 155,969 Cash acquired (8,549) Net cash purchase price 147,420 The acquired intangible assets of OpenSlate are amortized over their estimated useful lives. Accordingly, customer relationships will be amortized over ten years and developed technology will be amortized over four years. The total weighted-average remaining useful life of the acquired intangible assets is 9.0 years. The Company recognized a deferred tax liability of $5.5 million in relation to the intangible assets acquired. The goodwill and identified intangible assets are not deductible for tax purposes. The Company incurred acquisition-related transaction costs of $2.2 million included in General and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2021. The goodwill associated with OpenSlate includes the acquired assembled work force, the value associated with the opportunity to leverage the work force to continue to develop the future generations of verification technology assets, as well as the ability to grow the Company through adding additional customer relationships or new solutions in the future. The preliminary allocations of the purchase price for OpenSlate are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the accompanying consolidated financial statements. The allocations of the purchase price will be finalized once all information is obtained and assessed, not to exceed one year from the acquisition date. The acquisition of OpenSlate was immaterial to the Company's Consolidated Financial Statements for the years ended December 31, 2021 and 2020, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented. Zentrick NV On February 15, 2019, the Company acquired all of the outstanding stock of Zentrick. Zentrick, headquartered in Ghent, Belgium is a digital video technology company that provides middleware solutions that increase the performance of online video advertising for brand advertisers, advertising platforms and publishers. This acquisition integrates technology into the Company’s suite of products related to advertising viewability specifically on video formats, a growing segment of the advertising market and critical for the delivery of verification services to social platforms and CTV. The aggregate purchase price consists of 1) $23.2 million paid in cash at closing, which excluded closing adjustments of approximately $0.2 million paid in April 2019 2) $0.1 million in holdback payment of which 50% was payable 12 months after the closing date, and the remaining 50% was payable 24 months after the closing date and 3) up to $17.3 million of performance-based deferred payments that comprises two components (the “Zentrick Deferred Payment Terms”). The first component has a $4.0 million maximum payment related to four milestone tranches of $1.0 million each based on achievement of certain product milestones (“technical milestones”). The second component has a total maximum payment of $13.0 million and varies based upon certain revenue targets in fiscal 2019, 2020, and 2021 (“revenue targets”). Under the Zentrick Deferred Payment Terms, a portion of the technical milestones and revenue targets have been accounted at fair value as contingent consideration in the business combination with the remaining portion being accounted for as compensation expense under ASC 710, Compensation - General For the year ended December 31, 2021, contingent consideration had a fair value of $1.7 million and is recorded in Contingent Considerations Current in the Consolidated Balance Sheets. The change in fair value in the Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2021, 2020 and 2019 was an unrealized loss of $0.1 million, an unrealized gain of $0.9 million and an unrealized gain of $1.1 million, respectively. For the year ended December 31, 2021, the components treated as compensation cost total $1.1 million and is included in Other Current Liabilities in the Consolidated Balance Sheets. For the years ended December 31, 2021, 2020 and 2019, less than $0.1 million, $0.2 million and $1.7 million were charged to the Consolidated Statements of Operations and Comprehensive Income. As described in Footnote 14, Commitments and Contingencies, the Company and the Zentrick selling stockholders reached an agreement for the early termination of the Zentrick Deferred Payment Terms and resolution of the contingent payments due for both the technical milestones and revenue targets. On February 16, 2022, pursuant to the terms of the Zentrick Early Termination Agreement, the Company made a payment of $5.6 million to the Zentrick selling stockholders and recorded $2.8 million of additional expense in General and administrative expense in the Consolidated Statement of Operations and Comprehensive Income and is included in Other Current Liabilities in the Consolidated Balance Sheets as this amount was deemed probable as of December 31, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets The following is a summary of changes to the goodwill carrying value from December 31, 2020 through December 31, 2021: (in thousands) Goodwill as of December 31, 2020 $ 227,349 Business combinations (Meetrics and OpenSlate) 124,179 Foreign exchange impact and other (968) Goodwill as of December 31, 2021 $ 350,560 There were no changes to the goodwill carrying value from December 31, 2019 through December 31, 2020. The following table summarizes the Company’s intangible assets and related accumulated amortization: December 31, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying (in thousands) Amount Amortization Amount Amount Amortization Amount Trademarks and brands $ 11,735 $ (3,422) $ 8,313 $ 11,690 $ (2,562) $ 9,128 Customer relationships 143,728 (36,831) 106,897 102,220 (27,720) 74,500 Developed technology 72,065 (33,937) 38,128 63,210 (25,128) 38,082 Non-compete agreements 68 (11) 57 — — — Total intangible assets $ 227,596 $ (74,201) $ 153,395 $ 177,120 $ (55,410) $ 121,710 Amortization expense related to intangible assets amounted to $18.8 million, $17.9 million, and $17.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated future expected amortization expense of intangible assets as of December 31, 2021, is as follows: (in thousands) 2022 $ 24,091 2023 24,014 2024 22,371 2025 20,079 2026 13,731 Thereafter 49,109 Total $ 153,395 The weighted-average remaining useful life by major asset classes as of December 31, 2021 is as follows: (In years) Trademarks and brands 10 Customer relationships 9 Developed technology 4 Non-compete agreements 2 There were no impairments identified during the years ended December 31, 2021, 2020 and 2019. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 6. Property, Plant and Equipment, net Property, plant and equipment, net, including equipment under capital lease obligations and capitalized software development costs, consists of the following: As of December 31, (in thousands) 2021 2020 Computers and peripheral equipment $ 18,883 $ 14,577 Office furniture and equipment 1,102 1,124 Leasehold improvements 9,354 9,267 Capitalized software development costs 15,007 8,382 Less accumulated depreciation and amortization (26,771) (15,243) Total property, plant and equipment, net $ 17,575 $ 18,107 For the years ended December 31, 2021, 2020, and 2019 total depreciation expense was $11.5 million, $6.7 million and $4.7 million, respectively. Property and equipment financed through capital lease obligations, consisting of computer equipment, totaled $12.3 million and $10.7 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, accumulated depreciation related to property and equipment financed through capital leases totaled $10.0 million and $7.6 million, respectively, refer to Note 14, Commitments and Contingencies. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Fair Value Measurement | 7. Fair Value Measurement The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis: As of December 31, 2021 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total Fair Value (in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents: $ 12,324 $ — $ — $ 12,324 Liabilities: Contingent consideration current — — 1,717 1,717 Contingent consideration non‑current — — — — Contingent consideration $ — $ — $ 1,717 $ 1,717 As of December 31, 2020 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total Fair Value (in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents: $ 2,474 $ — $ — $ 2,474 Liabilities: Contingent consideration current — — 1,198 1,198 Contingent consideration non‑current — — 462 462 Contingent consideration $ — $ — $ 1,660 $ 1,660 Cash equivalents, consisting of money market funds and time deposits, of $12.3 million and $2.5 million as of December 31, 2021 and December 31, 2020, respectively, were classified as Level 1 of the fair value hierarchy and valued using quoted market prices in active markets. Contingent consideration relates to potential payments that the Company may be required to make associated with a business combination. To the extent that the valuations of these liabilities are based on inputs that are less observable or not observable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for measures categorized in Level 3. Rollforward of the fair value measurements of the contingent consideration categorized with Level 3 inputs for the years ended December 31, 2021 and December 31, 2020 is as follows: (in thousands) Balance as of January 1, 2019 $ — Fair value at date of acquisition 4,689 Fair value adjustments (1,079) Payments during the year (601) Accretion expense 201 Balance as of December 31, 2019 $ 3,210 Fair value adjustments (949) Payments during the year (601) Balance as of December 31, 2020 $ 1,660 Fair value adjustments 57 Payments during the year — Balance as of December 31, 2021 $ 1,717 Prior to the early termination of the Zentrick Deferred Payment Terms described in Footnote 14, Commitments and Contingencies, the fair value of the component of contingent consideration related to achievement of revenue targets have been estimated using a Monte Carlo model to simulate future performance of the acquired business under a risk-neutral framework; significant assumptions include a risk-adjusted discount rate of 13.5% and revenue volatility of 29.0% for December 31, 2021 and a risk-adjusted discount rate of 12.7% and revenue volatility of 30.0% for December 31, 2020. The fair value of the component of contingent consideration related to achievement of four technical milestones have been estimated using situation-based modeling, which considers the probability-weighted present value of the expected payout amount. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Long-term Debt. | |
Long-term Debt | 8. Long-term Debt On October 1, 2020, DoubleVerify Inc., as borrower (the “Borrower”), and MidCo, as guarantor, entered into an amendment and restatement agreement with the banks and other financial institutions party thereto, as lenders, and Capital One, National Association, as administrative agent, letter of credit issuer and swing lender, and others, to (i) amend and restate the Prior Credit Agreement as defined in the Prospectus (the Prior Credit Agreement, as amended and restated on October 1, 2020, the “Credit Agreement”) and (ii) replace the Prior Credit Facilities (as defined in the Prospectus) with a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $150.0 million (with a letter of credit facility of up to $15.0 million as a sublimit). Subject to certain terms and conditions, the Borrower is entitled to request additional term loan facilities or increases in the revolving credit commitments under the New Revolving Credit Facility. The New Revolving Credit Facility is payable in quarterly installments for interest, with the principal balance due in full at maturity on October 1, 2025. Additional fees paid quarterly include fees for the unused revolving facility and unused letter of credit. The commitment fee on any unused balance is payable periodically and may range from 0.25% to 0.40% based upon the total net leverage ratio. The New Revolving Credit Facility bears interest at LIBOR plus 2.25%, which may vary from time to time based on the Borrower’s total net leverage ratio calculated in accordance with the Credit Agreement. The New Revolving Credit Facility contains a number of significant negative covenants. Subject to certain exceptions, these covenants require the Borrower to comply with certain requirements and restrictions to, among other things: incur indebtedness; create liens; engage in mergers or consolidations; make investments, loans and advances; pay dividends or other distributions and repurchase capital stock; sell assets; engage in certain transactions with affiliates; enter into sale and leaseback transactions; and make certain accounting changes. As a result of these restrictions, substantially all of the net assets of the Borrower are restricted from distribution to the Company or any of its holders of equity. The New Revolving Credit Facility has a first priority lien on substantially all of the assets of MidCo, the Borrower and Ad-Juster, the Company’s indirect subsidiary. The New Revolving Credit Facility requires the Borrower to remain in compliance with a maximum total net leverage ratio and a minimum fixed charge coverage ratio as defined in the Credit Agreement. As of December 31, 2021, the maximum total net leverage ratio and minimum fixed charge coverage ratio is 3.5x and 1.25x, respectively. The Borrower is in compliance with all covenants under the New Revolving Credit Facility as of December 31, 2021. On April 30, 2021, the Company used a portion of the proceeds from the IPO and the concurrent private placement to pay the outstanding balance. As of December 31, 2021 and December 31, 2020, there was $0 and $22.0 million outstanding under the New Revolving Credit Facility, respectively. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Income Tax | 9. Income Tax The components of income (loss) before income tax (benefit) provision are as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Domestic $ 16,499 $ 10,017 $ 28,690 Foreign 9,322 7,292 6,670 Income before income taxes $ 25,821 $ 17,309 $ 35,360 Income tax provision (benefit) is as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Current Federal $ 821 $ 176 $ 3,524 State 1,508 636 4,776 Foreign 1,999 1,181 1,756 Total current tax provision $ 4,328 $ 1,993 $ 10,056 Deferred Federal $ (5,545) $ (3,608) $ 1,830 State (2,241) (1,542) 151 Foreign (29) 13 16 Total deferred tax (benefit) provision $ (7,815) $ (5,137) $ 1,997 Income tax (benefit) provision $ (3,487) $ (3,144) $ 12,053 A reconciliation of the statutory U.S. income tax rate to the effective income tax rate is as follows: Year Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes (3.3) (7.5) 11.1 Tax credits (3.9) (7.3) (2.2) Foreign taxes — (1.8) 0.7 Non‑deductible items and other (0.6) (2.4) 1.1 Change in valuation allowance — 2.3 — Change in statutory rates — — — Changes in tax reserves 1.9 8.6 0.4 Provision to return adjustment 0.5 (13.5) — Transaction costs 18.9 — — Global Intangible Low Tax Income 0.7 1.1 1.9 Non-deductible officers' compensation 47.8 — — Non‑cash compensation (96.5) (18.7) 0.1 Effective tax rate (13.5) % (18.2) % 34.1 % Income Tax Provision (Benefit) The Company’s effective tax rate for the year ended December 31, 2021 was lower than the U.S. federal statutory income tax rate primarily due to the impact of deductible non-cash compensation, non-deductible executive compensation, IPO related costs, foreign taxes, certain tax credits, provision to return adjustments and the impact of other permanent book-tax differences. For the year ended December 31, 2020, the Company’s effective tax rate was lower than the U.S. federal statutory income tax rate primarily due to the impact of deductible non-cash compensation, certain tax credits, foreign taxes, provision to return adjustments and the impact of other permanent book-tax differences. For the year ended December 31, 2019, the Company's effective tax rate was higher than the U.S. federal statutory income tax rate primarily due to the impact of state and local income taxes, certain tax credits, and the impact of other permanent book-tax differences. Deferred Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes. The following table details the components of deferred tax assets and liabilities as of December 31, 2021: As of December 31, (in thousands) 2021 2020 Deferred tax assets: Allowance for doubtful accounts $ 1,454 $ 1,819 Accrued expenses and other 6,025 4,464 Stock compensation 2,667 843 Net operating losses 8,120 1,298 Gross deferred tax assets 18,266 8,424 Valuation allowance (482) (484) Net deferred tax assets $ 17,784 $ 7,940 Deferred tax liabilities: Purchased intangibles $ (44,836) $ (35,561) Depreciation and amortization (3,195) (3,715) Total deferred tax liabilities (48,031) (39,276) Net deferred tax liability $ (30,247) $ (31,336) The Company has not recorded a deferred tax liability for foreign withholding or other foreign local tax on the undistributed earnings from the Company’s international subsidiaries as such earnings are considered to be indefinitely reinvested. Tax Valuation Allowance The Company’s deferred tax assets and liabilities are primarily comprised of purchased intangibles, book to tax differences in depreciation and amortization, book and tax differing treatment of accruals, net operating losses, and differing timing of stock compensation deductions. As of each reporting date, management considers new evidence, both positive and negative, that could impact management’s view with regard to the future realization of deferred tax assets. As of December 31, 2021, (i) the Company’s taxable temporary differences will provide sufficient US future taxable income to realize the US deferred tax assets and (ii) the Company’s projected future pre-tax book income in the US and respective foreign countries is expected to provide sufficient taxable income to realize the deferred tax assets within each jurisdiction’s respective statutory carryforward period. Based on this analysis, the Company has concluded that it is more likely than not that the Company will realize most of its US and foreign deferred taxes assets. A valuation allowance is assessed to a small amount of foreign capital losses and US tax loss carryforwards. Net Operating Loss and Credit Carryforwards As of December 31, 2021, the Company had a Federal net operating loss carryforward of approximately $20.2 million and a state net operating loss carryforward of approximately $40.4 million. Of these carryforwards, approximately $18.3 million of Federal net operating losses and $31.1 million of state net operating losses were acquired with the OpenSlate acquisition in 2021. In addition, the Company had loss carryforwards for various foreign countries where the Company has business operations. Of these carryforwards, as of December 31, 2021, the Company had approximately $5.0 million of German net operating losses that were acquired with the Meetrics acquisition in 2021. The remaining aggregate amount of foreign loss carryover is not significant as of December 31, 2021. Federal net operating loss carryforwards can be used to offset against taxable income in the future and begin to expire in 2031. The Company utilized approximately $3.2 million and $2.7 million of Federal and state net operating loss carryforwards, respectively, in 2021. Utilization of Federal net operating loss carryforwards may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The Company’s net operating loss carryforwards are subject to the annual limitation under Section 382 of the Internal Revenue Code. Uncertain Tax Positions The Company’s income tax returns are open to examination by federal and state authorities for the tax years ended December 31, 2017 and later. However, the Company believes that its tax positions are all highly certain of being upheld upon examination and intends to defend those positions if challenged by the Internal Revenue Service or another taxing jurisdiction. For uncertain tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company has unrecognized tax benefits, which are tax benefits related to uncertain tax positions which have been or will be reflected in income tax filings that have not been recognized in the financial statements due to potential adjustments by taxing authorities in the applicable jurisdictions. The Company's liabilities for unrecognized tax benefits, which include interest and penalties, were $2.4 million and $1.9 million as of December 31, 2021 and 2020, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate are $2.2 million and $1.8 million as of December 31, 2021 and 2020, respectively and include the federal tax benefit of state deductions. The Company anticipates that no unrecognized tax benefits will reverse during the next year due to the expiration of statutes of limitation. Changes in the Company’s unrecognized tax benefits are as follows: Year Ended December 31, (in thousands) 2021 2020 Beginning balance $ 1,879 $ 595 Increase related to tax positions of prior years 227 — Increase related to tax positions of the current year 257 1,496 Decrease related to tax positions of prior years — (212) Decrease due to lapse in statutes of limitations — — Ending balance $ 2,363 $ 1,879 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Employee Benefit Plans | |
Employee Benefit Plans | 10. Employee Contribution Plan The Company has a 401(k) plan for the benefit of all U.S. employees who meet certain eligibility requirements. This plan covers substantially all of the Company’s full-time U.S. employees. The Company’s contributions costs are at the Company’s discretion and were $1.4 million, $1.2 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share | |
Earnings Per Share | 11. Earnings Per Share The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS: Year Ended December 31, 2021 2020 2019 Numerator: Net Income (basic and diluted) $ 29,308 $ 20,453 $ 23,307 Denominator: Weighted‑average common shares outstanding 148,309 138,072 139,650 Dilutive effect of stock based awards 11,955 7,372 3,396 Weighted‑average dilutive shares outstanding 160,264 145,443 143,046 Basic earnings per share $ 0.20 $ 0.15 $ 0.17 Diluted earnings per share $ 0.18 $ 0.14 $ 0.16 Approximately 1.4 million, 7.5 million, and 9.3 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation for the years ended December 31, 2021, 2020 and 2019, respectively, because they were antidilutive. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Stock-Based Compensation | 12. Stock-Based Compensation Employee Equity Incentive Plan On September 20, 2017, the Company established its 2017 Omnibus Equity Incentive Program (the “2017 Plan”) which provides for the granting of equity based awards to certain employees, directors, independent contractors, consultants and agents. Under the 2017 Plan, the Company may grant non-qualified stock options, stock appreciation rights, restricted stock units, and other stock-based awards for up to 22,182 shares of common stock. On April 19, 2021, the Company established its 2021 Omnibus Equity Incentive Plan (“2021 Equity Plan”). The maximum number of shares of common stock available for issuance under the 2021 Equity Plan is equal to the sum of (i) 30,000 shares of common stock and (ii) an annual increase on the first day of each year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year and (B) such lesser amount as determined by the Board’s compensation committee. The 2021 Equity Plan provides for the grant of stock options (including qualified incentive stock options and nonqualified stock options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash settled incentive awards. Any shares covered by an award, or portion of an award, granted under the 2021 Equity Plan that expires or is forfeited, canceled, cash-settled, or otherwise terminated for any reason will again be available for the grant of awards under the 2021 Equity Plan. Options become exercisable subject to vesting schedules up to four years from the date of the grant and subject to certain timing restrictions upon an employee’s separation of service and no later than 10 years after the grant date. Restricted stock units are subject to vesting schedules up to four years from the date of the grant and subject to certain timing restrictions upon an employee’s separation. A summary of stock option activity as of and for the year ended December 31, 2021 is as follows: Stock Option Weighted Average Weighted Remaining Number of Average Contractual Life Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding as of January 1, 2021 14,713 $ 4.47 7.79 $ 181,914 Options granted 2,677 31.15 — — Options exercised (4,788) 2.62 — — Options forfeited (485) 11.01 — — Outstanding as of December 31, 2021 12,117 $ 10.84 7.53 $ 274,684 Options expected to vest as of December 31, 2021 4,576 $ 19.70 9.00 $ 64,265 Options exercisable as of December 31, 2021 7,077 $ 4.18 6.49 $ 206,060 Stock options include grants to executives that contain both market-based and performance-based vesting conditions. On November 19, 2021, the Company filed a prospectus for certain selling stockholders to sell 8,000 shares of the Company’s common stock (“Secondary Offering”) pursuant to Rule 424(b)(4). The Company did not receive any proceeds from the sale of shares by the selling stockholders. Upon completion of the Secondary Offering, Providence received cumulative cash proceeds that exceeded two times its aggregate cash investment in the Company; therefore, the performance condition was achieved and the stock options tied to the performance condition vested. In connection with the vesting, the Company recorded $2.1 million in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2021. For the years ended December 31, 2020 and 2019, the Company did not consider the performance condition to be probable and did not recognize any expense associated with those options. There were no stock options granted that contain both market-based and performance-based vesting conditions during the year ended December 31, 2021. As of December 31, 2021, 842 stock options were exercised with 2,591 market-based and performance-based stock options remain outstanding. During the year ended December 31, 2020, the Company repurchased and cancelled 956 of stock options that contain both market-based and performance-based vesting conditions resulting in $14.5 million in incremental cash-based compensation expense related to the transaction. The Company repurchased and cancelled 2,606 vested stock options from a former executive during the year ended December 31, 2020 for an aggregate purchase price of approximately $15.5 million recorded in Additional Paid-in Capital on the Company’s Consolidated Balance Sheets. The weighted average grant date fair value of options granted for the years ended December 31, 2021, 2020, and 2019 was $13.01, $2.67 and $1.41, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $141.0 million, $3.6 million and $0.3 million, respectively. The fair market value of each option granted for the years presented has been estimated on the grant date using the Black-Scholes-Merton option-pricing model with the following assumptions: 2021 2020 2019 Risk‑free interest rate (percentage) 0.6. - 1.4 0.3 - 1.6 1.6 - 2.6 Expected term (years) 5.8 - 6.1 5.3 - 6.3 5.6 - 6.1 Expected dividend yield (percentage) — — — Expected volatility (percentage) 42.1 - 43.6 39.9 - 44.1 35.4 - 40.9 The Company’s board of directors (the “Board”) did not declare or pay dividends of the Company’s common or preferred stock during the years ended December 31, 2021 and 2020. A summary of restricted stock unit activity as of and for the year ended December 31, 2021 is as follows: Restricted Stock Weighted Average Grant Number of Date Fair Shares Value Outstanding as of January 1, 2021 1,261 $ 7.74 Granted 2,406 31.22 Vested (366) 12.11 Forfeited (51) 35.38 Outstanding as of December 31, 2021 3,250 $ 24.20 The total grant date fair value of restricted stock units that vested during the years ended December 31, 2021 and 2020 was $4.4 million and $0.7 million, respectively. The weighted average grant date fair value of restricted stock units granted during the year ended December 31, 2020 was $7.59. In September 2019, the Company granted 37 restricted stock unit awards with a fair value of $3.72 per share. The total fair value of the awards was $0.1 million. During the year ended December 31, 2019, 38 shares vested. As of December 31, 2021, unrecognized stock-based compensation expense was $91.3 million, which is expected to be recognized over a weighted-average period of 1.5 years. Total stock-based compensation expense recorded in the Consolidated Statements of Operations and Comprehensive Income as follows: Year Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ — $ — $ 8 Product development 4,369 673 305 Sales, marketing and customer support 6,375 6,151 450 General and administrative 11,143 13,703 917 Total stock‑based compensation $ 21,887 $ 20,527 $ 1,680 Non‑cash stock‑based compensation expense $ 21,887 $ 5,984 $ 1,680 Cash‑based compensation expense (a) — 14,543 — Total stock‑based compensation $ 21,887 $ 20,527 $ 1,680 (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. Employee Stock Purchase Plan In March 2021, the Board approved the Company’s 2021 ESPP, and employees became eligible to enroll in August 2021. The ESPP qualifies as an “employee stock purchase plan” under Section 423 of the U.S. Internal Revenue Code of 1986, as amended. The Company reserved 3,000 shares of common stock for sale under the ESPP. The share reserve increases on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (i) one percent (1%) of the aggregate number of shares of common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares of common stock as is determined by the Board. Purchases are accomplished through participation in discrete offering periods. Currently, the ESPP is available only to U.S. based employees; the Company is reviewing offering the ESPP program to employees in non-U.S. jurisdictions. The first offering and purchase period began on September 1, 2021 and ended on November 30, 2021 and the second offering and purchase period began on December 1, 2021 and will end on May 31, 2022. The Company expects the program to continue consecutively for six-month offering periods for the foreseeable future. Under the ESPP, eligible employees are able to acquire shares of the Company’s common stock by accumulating funds through payroll deductions. Company employees in the United States generally are eligible to participate in the ESPP if they are a full-time employee and have completed six months of continuous service with the Company as of the last day of the enrollment period. Eligible employees are able to select a rate of payroll deduction between 1% and 15% of their compensation, up to a $25 annual contribution limit. The purchase price for shares of common stock purchased under the ESPP is 85% of the lesser of the fair market value of the common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of the applicable offering period. An employee’s participation automatically ends upon termination of employment for any reason. A participant may cancel enrollment or lower their contributions once during an offering period, but no later than 30 days before the end of an offering period. Upon the termination of an employee’s participation in the ESPP, payroll deductions will be stopped and refunded. Stock-based compensation expense for the ESPP is recognized on a straight-line basis over the requisite service period of each award. The ESPP also has a six-month holding period after the purchase date of the offering period. Stock-based compensation expense related to ESPP totaled $0.1 million for year ended December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 13. Stockholders’ Equity On October 27, 2020, the Company entered into a Series A Preferred Stock Purchase Agreement (“Preferred Purchase Agreement) pursuant to which an investor group, led by Tiger Global Management, purchased 61,006 shares of Series A Preferred Stock (“preferred stock”) from the Company and certain of its existing stockholders for an aggregate purchase price of approximately $350.0 million. The preferred stock consisted of 15,568 shares issued and sold by the Company to the new investors, raising approximately $89.3 million in cash before transaction costs. 45,438 shares of common stock (prior to giving effect to the reverse stock split) held by existing shareholders were exchanged on a 1:1 basis for newly issued preferred stock and then sold to the new investors. All cash received related to the exchange was transferred to all selling shareholders. The Company recorded the exchange of common stock for preferred stock as Treasury Stock at cost in the Consolidated Balance Sheets. The preferred stock included in this transaction were non-participating, not redeemable, had no declared dividends and contained a liquidation preference. The liquidation preference allowed for holders of shares of preferred stock then outstanding to be entitled to be paid out before any payments to holders of the Company’s common stock up to the preferred stock issuance price plus any dividends declared but unpaid. On April 9, 2021, the Company entered into an arrangement with an affiliate of Tiger Investor whereby the Tiger Investor purchased $30.0 million of the Company’s common stock in a private placement (‘‘concurrent private placement’’) concurrent with the completion of the IPO. The price per share was equal to the IPO price of $27.00, for a total of 1,111 shares. The Company received total aggregate net proceeds of $29.0 million, after deducting underwriting fees of $1.0 million. On April 23, 2021, the Company completed its IPO in which the Company issued and sold 9,977 shares of common stock at a public offering price of $27.00 per share, which included the full exercise of the underwriters’ option to purchase 1,350 additional shares of common stock. The Company received aggregate net proceeds of $253.2 million from the IPO, after deducting underwriting discount fees of $16.2 million. The Company incurred offering costs of approximately $27.1 million for the concurrent private placement and IPO, of which $22.1 million and $3.6 million were included in General and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income for the years ended December 31, 2021 and 2020, respectively. The IPO offering also included 5,356 shares sold by Providence VII U.S. Holdings L.P. (“Providence”) and other existing stockholders, which included the full exercise of the underwriters’ option to purchase 650 additional shares from Providence, in which the Company did not receive any proceeds from the shares sold. In connection with the Company’s IPO, all shares of the Company’s outstanding preferred stock automatically converted into 20,335 shares of common stock on a one for one In conjunction with the IPO, the Company increased the authorized shares of its capital stock. The Company’s capital stock consists of 1,000,000 shares of common stock, par value $0.001 per share and 100,000 shares of undesignated preferred stock, par value $0.01 per share. Further, the Company amended and restated its existing amended and restated certificate of incorporation and its existing bylaws of the Company, as previously reported in the Prospectus, which incorporates material modifications to rights of security holders. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 14. Commitments and Contingencies Accrued Expense Accrued expenses as of December 31, 2021 and December 31, 2020 were as follows: As of December 31, (in thousands) 2021 2020 Vendor payments $ 3,639 $ 3,896 Employee commissions and bonuses 13,324 11,344 Payroll and other employee related expense 18,879 6,957 401k and pension expense 1,775 1,358 Other taxes 1,026 1,864 Other costs (a) 2,813 — Total accrued expense $ 41,456 $ 25,419 (a) Includes accrued expense related to the early termination of the Zentrick Deferred Payment Terms, as described in Footnote 4, Business Combinations. Operating Leases The Company and its subsidiaries have entered into operating lease agreements for certain of its office space, and data centers. These office spaces are located in the United States, Israel, Belgium, Finland, France, Japan, Singapore, the United Kingdom, Germany, Poland, the United Arab Emirates, and Australia. The data centers are premises used to house computing and networking equipment. The data centers are located in the United States, Netherlands, Germany and Singapore. For the years ended December 31, 2021, 2020 and 2019, office and data center rent expense was $5.6 million, $7.0 million, and $6.0 million, respectively. For the year ended December 31, 2021, the Company recorded expense of $0.8 million in General and administrative expenses in the Consolidated Statement of Operations and Comprehensive Income upon triggering the recognition of a cease-use liability related to unoccupied leased office space; whereby, the Company no longer receives any economic benefit from the rights conveyed by the lease. The cease-use liability was determined based on the remaining lease rentals, adjusted for the effects of any prepaid or deferred items recognized under the lease as required by ASC 420, Exit or Disposal Cost Obligations Future minimum lease obligations are as follows: Year Ending (in thousands) December 31, 2022 $ 5,463 2023 4,381 2024 681 2025 439 2026 294 Thereafter 76 $ 11,334 Capital Leases As of December 31, 2021, the Company has seven lease agreements for certain equipment which provide for the transfer of ownership at the end of the lease term or are for underlying assets that will have an insignificant fair value at the end of the lease term. The Company has classified these agreements as capital leases and recognized the corresponding assets and liabilities within the Consolidated Balance Sheets. The following is a schedule of future minimum lease payments under these agreements (including interest) as of December 31, 2021. Year Ending (in thousands) December 31, 2022 $ 2,056 2023 1,937 2024 598 2025 169 Total 4,760 Less: Amount representing interest (211) Present Value of net minimum capital lease payments $ 4,549 Capital leases short term $ 1,970 Capital leases long term 2,579 Total $ 4,549 Commitments On November 29, 2021, the Company entered into a non-cancellable contractual agreement to lease office space in New York, New York. The lease term for the office space is set to commence in January 2022 and end in July 2038. The Company is granted a tenant improvement allowance, for a specified amount, which is reimbursable by the landlord of the property. Subject to the terms and conditions of the lease agreement, any unused portion of the tenant improvement allowance shall be available to the Company by way of a credit against the next installment(s) of rent then due and payable until such credit has been exhausted. The following is a schedule of the future operating lease commitment under this agreement as of December 31, 2021. Year Ending (in thousands) December 31, 2022 $ — 2023 1,735 2024 5,987 2025 6,077 2026 6,168 Thereafter 86,872 $ 106,839 Contingencies From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. The Company records liabilities for contingencies including legal costs when it is probable that a liability has been incurred and when the amount can be reasonably estimated. Legal costs are expensed as incurred. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows. With respect to payments due related to the Zentrick acquisition, the Company and the Zentrick selling stockholders reached an agreement on February 14, 2022 (the “Zentrick Early Termination Agreement”), for the early termination of the Zentrick Deferred Payment Terms and resolution of the contingent payments due for both the technical milestones and revenue targets. Pursuant to the terms of the Zentrick Early Termination Agreement, the Company made a payment of $5.6 million to the Zentrick selling stockholders and the amount was recorded in the Company’s Consolidated Financial Statements as described in Footnote 4, Business Combinations. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | 15. Segment Information The Company has determined that it operates as one operating and reportable The Company has not disclosed certain geographic information pertaining to revenues and total assets as it is impracticable to disclose and is not utilized by the Company’s CODM to review operating results or make decisions about how to allocate resources. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events On February 14, 2022, the Company and the Zentrick selling stockholders reached an agreement for the early termination of the Zentrick Deferred Payment Terms and resolution of the contingent payments due for both the technical milestones and revenue targets. On February 16, 2022, pursuant to the terms of the Zentrick Early Termination Agreement, the Company made a payment of $5.6 million to the Zentrick selling stockholders and the amount was recorded in the Company’s Consolidated Financial Statements as described in Footnote 4, Business Combinations. On February 15, 2022, the Company approved 289 stock options and 375 restricted stock units to be granted to employees under the 2021 Equity Plan. |
Schedule I - Condensed Financia
Schedule I - Condensed Financial Information of Registrant | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company | Reportable Legal Entities | |
Schedule I - Condensed Financial Information of Registrant | SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT DoubleVerify Holdings, Inc. (Parent Company Only) Condensed Statements of Balance Sheets (In thousands) As of December 31, (in thousands, except per share data) 2021 2020 Assets: Current assets Cash and cash equivalents $ 187,105 $ 6,418 Trade receivables — 2 Total current assets 187,105 6,420 Investment in subsidiary 428,006 360,230 Due from subsidiaries 285,906 83,151 Total assets $ 901,017 $ 449,801 Liabilities and Stockholder’s Equity: Due to subsidiaries $ 101,896 $ 32,956 Accrued expense 55 150 Total liabilities $ 101,951 $ 33,106 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 authorized issued — 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 $ 901,017 $ 449,801 See accompanying notes to condensed financial statements. SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT DoubleVerify Holdings, Inc. (Parent Company Only) Condensed Statements of Operations and Comprehensive (Loss) Income (In thousands) Year Ended December 31, (in thousands) 2021 2020 2019 Revenue $ — $ — $ — Cost of revenue — — 8 Product development 4,369 673 305 Sales, marketing and customer support 6,374 6,151 450 General and administrative 28,513 14,020 1,233 Loss from operations (39,256) (20,844) (1,996) Other expense, net 996 — 9 Equity in pre‑tax earnings of consolidated subsidiaries 66,073 38,153 37,365 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 Foreign currency cumulative translation adjustment (1,782) 1,078 (67) Total comprehensive income $ 27,526 $ 21,531 $ 23,240 See accompanying notes to condensed financial statements. SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT DoubleVerify Holdings, Inc. (Parent Company Only) Condensed Statements of Cash Flows (In thousands) Year Ended December 31, (in thousands) 2021 2020 2019 Operating activities: $ 67,294 $ 18,214 $ (94) Investing activities: Transfer of funds to subsidiary (179,825) (83,000) (1,787) Net cash used in investing activities (179,825) (83,000) (1,787) Financing activities: 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 for offering costs (17,214) — — Shares repurchased for settlement of employee tax withholdings (1,802) — — Net cash provided by financing activities 293,218 71,162 177 Effect of exchange rate changes on cash and cash equivalents — — (67) Net increase (decrease) in cash and cash equivalents 180,687 6,376 (1,771) Cash and cash equivalents—Beginning of period 6,418 42 1,813 Cash and cash equivalents—End of period $ 187,105 $ 6,418 $ 42 Non ‑ cash investing and financing transactions: Common stock issued in connection with acquisition 22,526 — — Exchange of common stock for preferred stock — 260,686 — Treasury stock reissued upon the conversion of Series A preferred stock for common stock 260,686 — — Due to consolidated subsidiaries 68,940 — — See accompanying notes to condensed financial statements SCHEDULE I—CONDENSED FINANCIAL INFORMATION OF REGISTRANT DoubleVerify Holdings, Inc. (Parent Company Only) Notes to the Condensed Financial Statements (In thousands) 1. Organization DoubleVerify Holdings, Inc. (the “Company”) is a leading software platform for digital media measurement and analytics. Our mission is to create stronger, safer, more secure digital transactions that drive optimal outcomes for global advertisers. Through our software platform and the metrics it provides, we help preserve the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads. The Company was incorporated on August 16, 2017, is registered in the state of Delaware and is the parent company of DoubleVerify Midco, Inc. (“MidCo”), which is in turn the parent company of DoubleVerify Inc. On August 18, 2017, DoubleVerify Inc. entered into an agreement and plan of merger (the “Agreement”), whereby the Company (the “Ultimate Parent”) and Pixel Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of the Company, agreed to provide for the merger of the Merger Sub with DoubleVerify Inc. pursuant to the terms and conditions of the Agreement. On the effective date, Merger Sub was merged with and into DoubleVerify Inc. whereupon the separate corporate existence of Merger Sub ceased and DoubleVerify Inc. continued as the surviving corporation. Through the merger, the Company acquired 100% of the outstanding equity instruments of DoubleVerify Inc. (the “Acquisition”) resulting in a change of control at the parent level. The merger resulted in the application of acquisition accounting under the provisions of Financial Accounting Standards Board (“FASB”) Topic Accounting Standards Codification (“ASC”) 805, “Business Combinations.” The Company is a holding company that does not conduct any business operations of its own and therefore its assets consist primarily of investments in subsidiaries and cash proceeds from stock option exercises, in accordance with the Company’s stock plan discussed further in Footnote 2, Basis of Presentation and Significant Accounting Policies, to the Company’s Consolidated Financial Statements. The amounts available to the Company to fulfill cash commitments or to pay cash dividends are also subject to the covenants and distribution restrictions in its subsidiaries’ loan agreements. 2. Basis of Preparation The accompanying condensed parent company-only financial statements are required in accordance with Rule 5-04 of Regulation S-X. These condensed financial statements have been presented on a standalone basis for the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s financial statements should be read in conjunction with the Company’s annual Consolidated Financial Statements. On March 29, 2021, the Company effected a 1 3. Income Taxes The income tax benefit of $3.5 million, tax benefit of $3.1 million, and tax expense of $12.1 million for years ended December 31, 2021, 2020 and 2019, respectively, represent the Company’s consolidated income tax expense (benefit) as it relates to the Company’s subsidiaries, which have not been consolidated for this presentation. 4. Distributions There were no distributions made to DoubleVerify Holdings, Inc. by its subsidiaries, for the years ended December 31, 2021, 2020 and 2019. 5. Long-term debt and credit facilities As of December 31, 2021 and 2020, DoubleVerify Holdings, Inc. held no debt. Certain subsidiaries of the Company are subject to debt agreements. For further discussion on the nature and terms of these agreements, refer to Footnote 8, “Long-term Debt”, to the Company’s Consolidated Financial Statements. 6. Commitments and Contingencies For a discussion of commitments and contingencies, refer to Footnote 14, “Commitments and Contingencies”, to the Company’s Consolidated Financial Statements. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II DoubleVerify Holdings, Inc. Valuation and Qualifying Accounts (In thousands) Balance at (Recoveries) Additions Balance at Beginning of Charges to Costs (Deductions) ‑ End of Description Year and Expenses Write off Year Allowance for doubtful accounts Year ended December 31, 2021 7,049 (711) 189 6,527 Year ended December 31, 2020 4,599 4,811 (2,361) 7,049 Year ended December 31, 2019 3,103 3,346 (1,850) 4,599 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Preparation and Principles of Consolidation | Basis of Preparation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and reflect the financial statements of the Company and all of its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. On March 29, 2021, the Company effected a 1 |
Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements | Use of Estimates and Judgments in the Preparation of the Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items including, but not limited to: revenue recognition criteria including the determination of principal versus agent revenue considerations, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. These estimates are based on the information available as of the date of the Consolidated Financial Statements. |
Segment Reporting | Segment Reporting The Company’s operating segments are determined based on the units that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”). The CODM is the highest level of management responsible for assessing the Company’s overall performance and making operational decisions. The Company operates in one single operating and reportable |
Fair Value Measurements | Fair Value Measurements The Company evaluates the fair value of certain assets and liabilities using the fair value hierarchy. Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company applies the three-tier GAAP value hierarchy which prioritizes the inputs used in measuring fair value as follows: Level 1—observable inputs such as quoted prices in active markets; Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly; Level 3—unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The carrying amounts of accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these instruments. |
Foreign Currency | Foreign Currency A majority of the Company’s revenues are generated in U.S. dollars. In addition, most of the Company’s costs are denominated and determined in U.S. dollars. Thus, the reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is generally the local currency. The assets and liabilities of subsidiaries whose functional currency is a foreign currency are translated at the period-end exchange rates. Income statement items are translated at the average monthly rates for the year. The resulting translation adjustment is recorded as a component of accumulated other comprehensive (income) loss and is included in the Consolidated Statement of Stockholders’ Equity. For the years ended December 31, 2021, 2020, and 2019, the Company recorded an aggregate transaction gain of $0.1 million, an aggregate transaction loss of $0.5 million, and an aggregate transaction gain of less than $0.1 million, respectively. The aggregate transaction gains or losses were recorded in Other income, net in the Consolidated Statement of Operations and Comprehensive Income. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. Pursuant to the Company’s investment policy, its surplus funds are kept as cash or cash equivalents in money market funds and savings accounts to reduce its exposure to market risk. |
Trade Receivables Net of Allowances for Doubtful Accounts | Trade Receivables Net of Allowances for Doubtful Accounts Trade receivables are non-interest bearing and are stated at gross invoice amounts. A receivable is recorded when the Company has an unconditional right to receive payment based on the satisfaction of performance obligations, such that only the passage of time is required before consideration is due, regardless of whether amounts are billed or unbilled. Included in trade receivables on the Consolidated Balance Sheets are unbilled receivable balances which have not yet been invoiced. The Company estimates its allowance for doubtful accounts by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations, such as bankruptcy proceedings and receivable amounts outstanding for an extended period beyond contractual terms. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to either record a specific allowance against these customer balances or to write the balances off. Write-offs of accounts receivable are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise has evaluated other circumstances that indicate that the Company should abandon such efforts. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets on the Consolidated Balance Sheets consist primarily of prepaid taxes, other general prepaid expenses, prepaid insurance, and value added tax assets. Any expenses paid prior to the related services being rendered are recorded as prepaid expenses and amortized over the period of service. Restricted cash represents amounts pledged as collateral for certain agreements with third parties. Upon satisfying the terms of the agreements, the funds are expected to be released and available for use by the Company. As of December 31, 2021 and 2020, the Company had $0.1 million and less than $0.1 million of restricted cash, respectively. As of December 31, 2021 and 2020, the Company had prepaid income taxes of $14.4 million and $10.4 million, respectively. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: Computer equipment 3 years Office furniture and equipment 4 ‑ 7 years Leasehold improvements 4 ‑ 6 years Assets under capital leases are recorded at their net present value at the inception of the lease. Assets under capital leases and leasehold improvements are amortized over the shorter of the related lease terms or their useful lives. Expenditures which significantly improve or extend the life of an asset are capitalized, while charges for routine maintenance and repairs are expensed during the year incurred. |
Capitalized Software | Capitalized Software Capitalized software, which is included in Property, plant and equipment, net, consists of costs to purchase and develop internal-use software, which the Company uses to provide services to its customers. The costs to purchase and develop internal-use software are capitalized from the time that the preliminary project stage is completed, and it is considered probable that the software will be used to perform the function intended. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Any costs incurred during subsequent efforts to upgrade and enhance the functionality of the software are also capitalized. Once this software is ready for use in the Company’s products, these costs are amortized on a straight-line basis over the estimated useful life of the software, which is 3 years. During the years ended December 31, 2021 and December 31, 2020, the Company capitalized $6.6 million and $5.2 million in internal-use software cost, respectively. Amortization expense was $3.7 million, $1.4 million, and $0.4 million on capitalized internal-use software costs during the years ended December 31, 2021, 2020 and 2019, respectively. This is included within depreciation expense on Property, plant and equipment, net. |
Leases | Leases The Company leases its facilities and meets the requirements to account for these leases as operating leases. For facility leases that contain rent escalations or rent concession provisions, the Company records its lease expense during the lease term on a straight-line basis over the term of the lease in accordance with ASC 840, Leases The Company leases computer equipment that meet the requirements to account for these as capital leases. The Company records capital leases as an asset and an obligation at an amount equal to the present value of the minimum lease payments as determined at the beginning of the lease term. Depreciation of capitalized leased assets is computed over their useful life and is included in depreciation expense. |
Business Combinations | Business Combinations The Company recognizes assets acquired and liabilities assumed at their fair value on the acquisition date. The Company allocates the purchase price of a business combination, which is the sum of the consideration provided, which may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. The Company estimates the fair value of intangible assets acquired generally using a discounted cash flow approach, which includes an analysis of the future cash flows expected to be generated by the asset and the risk associated with achieving these cash flows. The key assumptions used in the discounted cash flow model include the discount rate that is applied to the forecasted future cash flows to calculate the present value of those cash flows and the estimate of future cash flows attributable to the acquired intangible asset, which include revenue, expenses and taxes. The carrying value of acquired working capital assets and liabilities approximates its fair value, given the short-term nature of these assets and liabilities. Acquisition-related costs are expensed as incurred. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of tangible net assets and identifiable intangible assets of the businesses acquired. The valuation of goodwill involves the use of management’s estimates and assumptions. The carrying value of goodwill is not amortized, but rather, is evaluated for impairment at least annually, as of October 1, and, additionally on an interim basis, whenever events or changes in circumstances indicate that the carrying amount of goodwill will not be recoverable. The Company performs this evaluation by comparing the fair value of a reporting unit to its carrying value, including goodwill recorded by the reporting unit. The Company has a single reporting unit. The Company’s review for impairment includes an assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative goodwill impairment test, which compares the fair value of the reporting unit with its carrying amounts. The Company estimates the fair value of its reporting unit considering both income and market-based approaches. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. The Company completed its analyses for each of the years ended December 31, 2021, 2020, and 2019 and determined that there was no impairment of goodwill. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. The estimated useful lives of the Company’s finite-lived intangible assets are as follows: Trademarks and brands 1 ‑ 15 years Customer relationships 5 ‑ 14 years Developed technology 4 ‑ 8 years Non-compete agreements 2 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and intangible assets subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than the Company had originally estimated. Recoverability of these assets is measured by comparison of the carrying amount of each asset or asset group to the future undiscounted cash flows the asset or asset group is expected to generate over their remaining lives. If the asset or asset group is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset or asset group. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. There were no impairments recognized for the years ended December 31, 2021, 2020 and 2019. |
Debt Issuance Costs | Debt Issuance Costs The New Revolving Credit Facility, as defined in Footnote 8, Long-term Debt, includes debt issuance costs that meet the definition of an asset and are recorded in the Consolidated Balances Sheets in Other Non-Current Assets. Debt issuance costs for the New Revolving Credit Facility are amortized to interest expense over the contractual term of the underlying debt instrument on a straight-line basis through the maturity date of the instrument of October 1, 2025. As of December 31, 2021 and December 31, 2020, remaining debt issuance costs were $1.1 million and $1.4 million, respectively. |
Revenue Recognition | Revenue Recognition On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition In accordance with ASC 606, the Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expected to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied. The Company primarily maintains agreements with each customer in the form of master service agreements and master service orders, which set out the terms of the arrangement and access to the Company’s services. The Company invoices clients monthly for the services provided during the month. Invoice payment terms are typically between 30 to 60 days. The Company’s contracts with customers may include multiple promised services, consisting of the various impression measurement services the Company offers. For all revenue channels, the Company identifies performance obligations by evaluating whether the promised goods and services are capable of being distinct and distinct within the context of the contract at contract inception. Promised goods and services that are not distinct at contract inception are combined as one performance obligation. Once the Company identifies the performance obligations, the Company will determine the transaction price based on contractual amounts applied to the associated terms. The Company allocates the transaction price to each performance obligation based on the standalone selling price. The major sources of revenue include Advertiser Direct, Advertiser Programmatic, and Supply-Side Customers. Advertiser Direct and Advertiser Programmatic Revenue For Advertiser Direct revenue, advertisers can purchase the Company’s services to measure the quality and performance of ads purchased directly from digital properties, including publishers and social media platforms. Advertisers are provided access to the Company’s platform through the Company’s proprietary self-service software that provides the Company’s customers with access to data on all their digital ads and enables them to make changes to their ad strategies. In these arrangements, the customer pays a fee to the Company based on the ads measured. For Advertiser Programmatic revenues, advertisers purchase the Company’s services through programmatic platforms to evaluate the quality of ad inventories before they are purchased. Advertisers may purchase the Company’s service offering through a Demand-Side Platform that manages various ad campaign auctions and inventory on behalf of the advertisers. Customers elect to use the Company’s service of evaluating the quality of advertising inventory up for bid on an advertising exchange. The ability to provide these services to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s services available to advertisers. In these arrangements, the customer pays a fee to the Company (collected by the Demand-Side Platform) for the successful execution of the purchase of advertising inventory on an exchange. For Advertiser Direct and Advertiser Programmatic revenues, contracts with multiple performance obligations typically consist of services aimed at advertisers to help evaluate and ensure the success of a brand campaign by measuring authentic impressions. These services are generally delivered together as impressions are measured. For these services, each impression is distinct and has the same pattern of transfer to the customer. Revenue is recognized over time, as the Company is providing services that the customer is continuously consuming and receiving benefit from or upon completion of the service. The Company primarily considers the “right to invoice” practical expedient appropriate in the context of the Company’s contracts as this directly corresponds to the value of the Company’s performance to date. In this case, the Company’s pricing structure is (1) solely variable on the basis of the customer’s usage of the Company’s services, (2) is priced at a fixed rate per usage and (3) gives the entity the right to invoice the customer for its usage as it occurs. Certain customers receive cash-based incentives, credits, or discounts on the pricing of products or services once specific volume thresholds have been met. Where volume-based discounts are applied retrospectively, these amounts are accounted for as variable consideration which the Company estimates based on the expected consideration to be received by the customer. For volume-based discounts applied prospectively, the Company evaluates each contract to determine if the discount represents a material right which would be recognized as a separate performance obligation. Revenue is recognized using the output method based on digital ads measured at the effective rate for which consideration is expected to be received. Supply-Side Customers Supply-Side Customer revenues consist of arrangements with publishers and other supply-side customers to provide them with software solutions and data analytics to enable them to maximize revenue from their digital advertising inventory. Certain arrangements include minimum guaranteed fees that reset monthly and are recognized on a straight-line basis over the access period, which is usually twelve months. For contracts that contain overages, once the minimum guaranteed amount is achieved, overages are recognized as earned over time based on a tiered pricing structure. Such revenues are recognized on an input method time-elapsed basis, as the Company is providing services that the customer is continuously consuming and receiving benefit from, and such recognition best depicts the transfer of control to the customer. Overages give rise to variable consideration that is allocated to the distinct periods to which the overage relates. Transactions that Involve Third Parties For transactions that involve third parties, the Company evaluates which party in the arrangement obtains control of the Company’s services (and is therefore the Company’s customer), which impacts whether the Company reports as revenue the gross amounts paid by the advertiser through the Demand-Side Platform or the net amount paid by the Company’s Demand-Side Platform partners. For certain arrangements, advertisers (“customers”) may purchase the Company’s service offering through a Demand-Side Platform that manages various ad campaign auctions and inventory on behalf of the advertisers. Customers elect to use the Company’s service of evaluating the quality of advertising inventory up for bid on an advertising exchange. The ability to provide these services to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s services available to advertisers. In these arrangements, the customer pays a fee to the Company (collected by the Demand-Side Platform) for the successful execution of the purchase of advertising inventory on an exchange. In these transactions, the Company transfers control of the Company’s services directly to the advertiser (who is the Company’s customer) and therefore revenue is recognized for the gross amount paid by the advertiser for the Company’s services. Specifically, the Company transfers control of the data that is influencing the purchasing decisions directly to the customer and the Company is primarily responsible for providing these services to the customer. That is, control of these services (or a right to these services) does not transfer to the Demand-Side Platform before they are transferred to the Company’s customers. Further, the Company has latitude in establishing the sales price with those customers as there is a fixed retail rate card that is included in the product integration agreements with the Demand-Side Platforms or are governed by contracts in place with the customers. Accordingly, the Company records revenue for the gross amounts paid by advertisers for these services and records the amounts retained by the Demand-Side Platforms as a cost of revenue. Contract assets relate to the Company’s conditional right to consideration for completed performance under the contract (e.g., unbilled receivables) and are included in Trade receivables, net of allowance for doubtful accounts. Costs to Fulfill or Obtain a Contract The Company recognizes direct fulfillment costs as an expense when incurred. These costs include commission programs to compensate employees for generating sales orders under the Company’s master services agreements or integration agreements, and are included in Sales, marketing, and customer support. The Company has not incurred incremental costs to obtain contracts during the periods ended December 31, 2021, 2020 and 2019, respectively. |
Operating Expenses | Operating Expenses Cost of revenue includes platform hosting fees, data center costs, software and other technology expenses and other costs directly associated with data infrastructure. Cost of revenue also includes personnel costs including salaries, bonuses, stock-based compensation, employee benefit costs, commissions related to revenue share arrangements with Demand-Side Platforms, and allocated overhead expenses for personnel who provide the Company’s customers with support in implementing and using the Company’s software platform. Cost of revenues excludes depreciation and amortization. Product development expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs, and allocated overhead expenses inclusive of engineering, product and technical operation expenses, third-party consultant costs associated with the ongoing research, development and maintenance of the Company’s software platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software and included in Property, Plant and Equipment, Net on the Company’s Consolidated Balance Sheets. Sales, marketing and customer support expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs, commission costs, and allocated overhead expenses for the Company’s sales, marketing and customer support personnel. Sales, marketing, and customer support expense also include costs for market development programs, advertising costs, attendance at events and trade shows, promotional and other marketing activities. Advertising costs include expenses associated with direct marketing but exclude the costs of attendance at events and trade shows. Advertising costs were $0.1 million, less than $0.1 million, and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Commissions costs are expensed as incurred. General and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation, employee benefits costs and other overhead expenses associated with the Company’s executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting, tax, and legal professional services fees, rent, bad debt expense and other overhead expense related to human resource and finance activities, as well as other corporate costs including offering costs. For the year ended December 31, 2020, the Company recorded $0.9 million in recoveries from business interruption insurance classified in General and administrative in the Consolidated Statement of Operations and Comprehensive Income. The insurance recovery related to investigating and remediating certain information technology and cybersecurity matters that occurred in the year. There were no recoveries from business interruption insurance for the years ended December 31, 2021 and 2019, respectively. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. The Company maintains cash deposits with financial institutions that, from time to time, exceed applicable insurance limits. The Company reduces this risk by maintaining such deposits with high quality financial institutions that management believes are creditworthy. Cash and cash equivalents are maintained with several financial institutions domestically and internationally. The combined account balances held on deposit at each institution typically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. The Company monitors this credit risk and makes adjustments to the concentrations as necessary. As of December 31, 2021 and 2020, the Company had total domestic cash deposits of $213.6 million and $29.0 million, respectively. Total domestic cash deposits exceeded the FDIC insurance coverage amounts. With respect to accounts receivable, credit risk is mitigated by the Company’s ongoing credit evaluation of its customers’ financial condition. No single customer accounted for more than 10 percent of trade receivables for the years ended December 31, 2021 and 2020. With respect to revenues, no single customer accounted for more than 10% of revenues for the years ended December 31, 2021, 2020 and 2019. |
Other Income, Net | Other Income, Net Other income, net primarily 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. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Deferred income taxes are provided for temporary differences in recognizing certain income, expense and credit items for financial reporting purposes and tax reporting purposes. Such deferred income taxes primarily relate to the difference between the tax bases of assets and liabilities and their financial reporting amounts. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which deferred tax assets or liabilities are expected to be settled or realized. Excess tax benefits and tax deficiencies are recognized in the income tax provision in the period in which they occur. The Company records a valuation allowance when it determines, based on available positive and negative evidence, that it is more-likely-than-not that some portion or all of its deferred tax assets will not be realized. The Company determines the realizability of its deferred tax assets primarily based on the reversal of existing taxable temporary differences and projections of future taxable income (exclusive of reversing temporary differences and carryforwards). In evaluating such projections, the Company considers its history of profitability, the competitive environment, and general economic conditions. In addition, the Company considers the time frame over which it would take to utilize the deferred tax assets prior to their expiration. For certain tax positions, the Company uses a more-likely-than-not threshold based on the technical merits of the tax position taken. Tax positions that meet the more-likely-than-not recognition threshold are measured at the largest amount of tax benefits determined on a cumulative probability basis, which are more-likely-than-not to be realized upon ultimate settlement in the financial statements. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The COVID-19 pandemic has a global reach, and many countries are introducing measures that provide relief to taxpayers in a variety of ways. In March 2020, the U.S. government enacted tax legislation containing provisions to support businesses during the COVID-19 pandemic (the “CARES Act”), including deferment of the employer portion of certain payroll taxes, refundable payroll tax credits, and technical amendments to tax depreciation methods for qualified improvement property. The CARES Act did not have a material impact on the Company’s income tax provision for the years ended December 31, 2021 and 2020. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation awards issued to its employees and members of its Board of Directors (the “Board”) in accordance with ASC 718, Compensation—Stock Compensation Stock-based compensation is measured at grant date based on the estimated fair value of the award and is expensed on a straight-line basis over the requisite service period net of an estimated forfeiture rate. The Company uses historical data to estimate forfeitures. The Company’s stock-based compensation awards relate to restricted stock units, stock options and awards granted under the Company’s employee stock purchase plan (“ESPP”). The fair value of restricted stock unit awards is determined on the grant date based on the grant date stock price or a Monte Carlo Simulation model in instances where a market condition exists. For share-based awards that vest subject to the satisfaction of a market condition, the fair value measurement date for stock-based compensation is the date of the grant and the expense is recognized using the accelerated attribution method over the derived service period or upon achievement of the market condition. The fair value of stock option awards and ESPP is determined on the grant date using the Black-Scholes Merton option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected stock price volatility, the expected option term and the fair market value of the Company’s common stock. Since there is no extensive history for the Company’s public common stock, the Company bases its estimates of expected volatility on the median historical volatility of a group of publicly traded companies it believes are comparable to the Company, and uses the average of i) the weighted average vesting period and ii) the contractual life of the option, calculated using the “simplified method”. The simplified method allows for estimating the expected life based on an average of the option vesting term and option life, provided that all options meet certain criteria of “plain vanilla” options. The risk-free interest rate is based on the yield from U.S. treasury bonds as of the expected term. Additionally, the Company has assumed that dividends will not be paid. Certain grants of stock options to executives contain certain vesting conditions, whereby, subject to the option holders continued employment with the Company, the award will vest upon the date Providence has received cumulative cash proceeds in respect of its investment in the Company equal to two times its aggregate cash investment in the Company. This is a market condition, but the requirement that the award vest on the basis of sufficient proceeds distributed to Providence represents a performance condition. For the years ended December 31, 2020 and 2019, the outcome of that performance condition was not considered probable, and therefore the Company did not recognize any expense associated with these stock options. For the year ended December 31, 2021, the performance condition was achieved and the underlying stock options vested. The Company recorded expense associated with these stock options described in Footnote 12, Stock-Based Compensation. A certain grant of restricted stock units to an executive contains certain vesting conditions, whereby, subject to the award holders continued employment with the Company, the award will vest upon the date the Company’s achieves a certain fair market value for its common stock share price. The estimated fair value of the award was determined using a Monte Carlo Simulation model in accordance with ASC 718. During the year ended December 31, 2020, the market condition was satisfied; therefore, the Company recognized stock-based compensation expense of $0.7 million associated with these restricted stock units in General and administrative expense in the Consolidated Statements of Operations and Comprehensive Income. |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC 260, Earnings per Share |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. These exemptions will apply until the Company no longer meets the requirement of being an emerging growth company. The Company will remain an emerging growth company until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the completion of this offering, (ii) in which the Company has total annual gross revenue of at least $1.07 billion or (iii) in which the Company is deemed to be a large accelerated filer, which means we have been subject to the periodic reporting requirements of the Securities Exchange Act of 1934 for at least twelve months and the market value of the Company’s common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of the Company’s prior second fiscal quarter, and (b) the date on which the Company has issued more than $1.07 billion in non-convertible debt during the prior three-year period. |
Offering Costs | Offering Costs Offering costs consist of expenses incurred during the Company’s preparation of its IPO. These expenses include registration fees, filing fees, specific legal and accounting fees which are directly related to the Company’s efforts to raise capital through an IPO. The Company expenses offering costs as they are incurred. For the years ended December 31, 2021 and 2020, offering costs were $22.1 million and $3.6 million, respectively, and recorded in General and administrative in the Consolidated Statement of Operations and Comprehensive Income. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act (“JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards. Financial Instruments—Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which is intended to provide more decision-useful information about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 revises the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses on financial instruments, including, but not limited to accounts receivable. This guidance is effective for annual reporting periods beginning after December 15, 2022 for non-public entities, including interim periods within that reporting period. Early adoption is permitted and the update allows for a modified retrospective method of adoption. The Company is currently in the process of evaluating the impact of this standard on the Company’s Consolidated Financial Statements. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU No. 2016-02"). This guidance amends the existing accounting considerations and treatments for leases through the creation of Topic 842, Leases, to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from such leases. In July 2018, FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases , ("ASU No. 2018-10”) to further clarify, correct and consolidate various areas previously discussed in ASU 2016-02. FASB also issued ASU No. 2018-11, Leases: Targeted Improvements ("ASU 2018-11") to provide entities another option for transition and lessors with a practical expedient. The transition option allows entities to not apply ASU No. 2016-02 in comparative periods in the financial statements in the year of adoption. The practical expedient offers an option to not separate non-lease components from the associated lease components when certain criteria are met. The amendments in ASU No. 2016-02, ASU No. 2018-10 and ASU No. 2018-11 are effective for fiscal years beginning after December 15, 2021, for non-public entities and interim periods within fiscal years beginning after December 15, 2022, and allow for modified retrospective adoption with early adoption permitted. The Company adopted the amendments on January 1, 2022 using the modified retrospective approach and elected the transition relief package of practical expedients by applying previous accounting conclusions under ASC 840 to all leases that existed prior to the transition date. As a result, the Company did not reassess 1) whether existing or expired contracts contain leases, 2) lease classification for any existing or expired leases, and 3) whether lease origination costs qualified as initial direct costs. The Company did not elect the practical expedient to use hindsight in determining a lease term and impairment of the ROU assets at the adoption date. Additionally, the Company did not separate lease components from non-lease components for the specified asset classes. The Company established a corporate implementation team, which engages with cross-functional representatives from all its businesses. The Company utilized a bottom-up approach to analyze the impact of the standard on its lease contract portfolio by reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to lease arrangements. In addition, the Company identified and implemented the appropriate changes to its business processes, systems and controls to support recognition and disclosure under the new standard. The Company determines if an arrangement is a lease at inception and does not recognize a lease with a term shorter than 12 months. An ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are to be recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s operating leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available on the adoption date in determining the present value of lease payments. The implicit rate is to be applied when readily determinable. The operating lease ROU assets will also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments will be recognized on a straight-line basis over the lease term. Finance leases are to be included in property and equipment, other current liabilities, and other long-term liabilities within the Consolidated Balance Sheets. The Company expects the adoption of ASC 842 to incrementally increase our assets and liabilities, respectively, by the ROU assets in the range of $78.0 million to $81.0 million and by the lease liabilities in the range of $79.0 million to $82.0 million. The impact to retained earnings is expected to be immaterial. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 issued guidance on the accounting for income taxes that, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. For non-public entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. Certain amendments included in the update allows for a retrospective, modified retrospective, or prospective method of adoption. The Company is currently in the process of evaluating the impact of this standard and its adoption is not expected to have a material impact on the Company’s Consolidated Financial Statements. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of assets | Computer equipment 3 years Office furniture and equipment 4 ‑ 7 years Leasehold improvements 4 ‑ 6 years |
schedule of finite-lived intangible assets estimated useful lives | Trademarks and brands 1 ‑ 15 years Customer relationships 5 ‑ 14 years Developed technology 4 ‑ 8 years Non-compete agreements 2 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue | |
Schedule of disaggregated revenue | Year Ended December 31, (in thousands) 2021 2020 2019 Advertiser - direct $ 135,516 $ 106,422 $ 84,423 Advertiser - programmatic 167,798 116,115 83,475 Supply-side customer 29,427 21,380 14,765 Total revenue $ 332,741 $ 243,917 $ 182,663 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Meetrics GmbH | |
Business Combinations | |
Schedule of components of purchase price under business acquisition | (in thousands) Acquisition Date Assets: Cash and cash equivalents $ 1,007 Trade receivables 778 Other assets 96 Property, plant and equipment 10 Intangible assets: Technology 2,245 Customer relationships 7,208 Trademarks 47 Non-compete agreements 71 Total intangible assets 9,571 Goodwill 15,609 Total assets acquired $ 27,071 Liabilities: Trade payables $ 147 Other current liabilities 361 Deferred tax liability 1,233 Total liabilities assumed 1,741 Total purchase consideration $ 25,330 Cash acquired (1,007) Net cash purchase price 24,323 |
Open Slate | |
Business Combinations | |
Schedule of components of purchase price under business acquisition | (in thousands) Acquisition Date Assets: Cash and cash equivalents $ 8,549 Trade receivables 5,460 Prepaid expenses 66 Escrow assets 2,000 Other assets 167 Property, plant and equipment — Intangible assets: Technology 6,700 Customer relationships 34,600 Total intangible assets 41,300 Goodwill 108,570 Total assets acquired $ 166,112 Liabilities: Trade payables $ 226 Other current liabilities 2,373 Escrow liabilities 2,000 Deferred tax liability 5,544 Total liabilities assumed 10,143 Total purchase consideration $ 155,969 Cash acquired (8,549) Net cash purchase price 147,420 |
Schedule of Business Acquisitions, Component of Purchase Consideration | (in thousands) Cash, net of cash acquired $ 124,894 Common stock transferred 22,526 Total $ 147,420 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets | |
summary of changes to the goodwill carrying value | (in thousands) Goodwill as of December 31, 2020 $ 227,349 Business combinations (Meetrics and OpenSlate) 124,179 Foreign exchange impact and other (968) Goodwill as of December 31, 2021 $ 350,560 |
Schedule of intangible assets and related accumulated amortization | December 31, 2021 December 31, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying (in thousands) Amount Amortization Amount Amount Amortization Amount Trademarks and brands $ 11,735 $ (3,422) $ 8,313 $ 11,690 $ (2,562) $ 9,128 Customer relationships 143,728 (36,831) 106,897 102,220 (27,720) 74,500 Developed technology 72,065 (33,937) 38,128 63,210 (25,128) 38,082 Non-compete agreements 68 (11) 57 — — — Total intangible assets $ 227,596 $ (74,201) $ 153,395 $ 177,120 $ (55,410) $ 121,710 (In years) Trademarks and brands 10 Customer relationships 9 Developed technology 4 Non-compete agreements 2 |
Schedule of Estimated future expected amortization expense of intangible assets | (in thousands) 2022 $ 24,091 2023 24,014 2024 22,371 2025 20,079 2026 13,731 Thereafter 49,109 Total $ 153,395 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment | |
Schedule of Property, Plant and Equipment | As of December 31, (in thousands) 2021 2020 Computers and peripheral equipment $ 18,883 $ 14,577 Office furniture and equipment 1,102 1,124 Leasehold improvements 9,354 9,267 Capitalized software development costs 15,007 8,382 Less accumulated depreciation and amortization (26,771) (15,243) Total property, plant and equipment, net $ 17,575 $ 18,107 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurement | |
Schedule of financial instruments measured at fair value on recurring basis | As of December 31, 2021 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total Fair Value (in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents: $ 12,324 $ — $ — $ 12,324 Liabilities: Contingent consideration current — — 1,717 1,717 Contingent consideration non‑current — — — — Contingent consideration $ — $ — $ 1,717 $ 1,717 As of December 31, 2020 Quoted Market Prices in Active Significant Markets for Significant Other Unobservable Identical Assets Observable Inputs Inputs Total Fair Value (in thousands) (Level 1) (Level 2) (Level 3) Measurements Assets: Cash equivalents: $ 2,474 $ — $ — $ 2,474 Liabilities: Contingent consideration current — — 1,198 1,198 Contingent consideration non‑current — — 462 462 Contingent consideration $ — $ — $ 1,660 $ 1,660 |
Schedule of fair value measurements of the contingent consideration categorized with Level 3 | (in thousands) Balance as of January 1, 2019 $ — Fair value at date of acquisition 4,689 Fair value adjustments (1,079) Payments during the year (601) Accretion expense 201 Balance as of December 31, 2019 $ 3,210 Fair value adjustments (949) Payments during the year (601) Balance as of December 31, 2020 $ 1,660 Fair value adjustments 57 Payments during the year — Balance as of December 31, 2021 $ 1,717 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax | |
Components of income (loss) before income tax (benefit) provision | Year Ended December 31, (in thousands) 2021 2020 2019 Domestic $ 16,499 $ 10,017 $ 28,690 Foreign 9,322 7,292 6,670 Income before income taxes $ 25,821 $ 17,309 $ 35,360 |
Schedule of income tax provision (benefit) | Year Ended December 31, (in thousands) 2021 2020 2019 Current Federal $ 821 $ 176 $ 3,524 State 1,508 636 4,776 Foreign 1,999 1,181 1,756 Total current tax provision $ 4,328 $ 1,993 $ 10,056 Deferred Federal $ (5,545) $ (3,608) $ 1,830 State (2,241) (1,542) 151 Foreign (29) 13 16 Total deferred tax (benefit) provision $ (7,815) $ (5,137) $ 1,997 Income tax (benefit) provision $ (3,487) $ (3,144) $ 12,053 |
Schedule of reconciliation of the statutory U.S. income tax rate to the effective income tax rate | Year Ended December 31, 2021 2020 2019 Statutory federal tax rate 21.0 % 21.0 % 21.0 % State taxes (3.3) (7.5) 11.1 Tax credits (3.9) (7.3) (2.2) Foreign taxes — (1.8) 0.7 Non‑deductible items and other (0.6) (2.4) 1.1 Change in valuation allowance — 2.3 — Change in statutory rates — — — Changes in tax reserves 1.9 8.6 0.4 Provision to return adjustment 0.5 (13.5) — Transaction costs 18.9 — — Global Intangible Low Tax Income 0.7 1.1 1.9 Non-deductible officers' compensation 47.8 — — Non‑cash compensation (96.5) (18.7) 0.1 Effective tax rate (13.5) % (18.2) % 34.1 % |
Components of deferred tax assets and liabilities | As of December 31, (in thousands) 2021 2020 Deferred tax assets: Allowance for doubtful accounts $ 1,454 $ 1,819 Accrued expenses and other 6,025 4,464 Stock compensation 2,667 843 Net operating losses 8,120 1,298 Gross deferred tax assets 18,266 8,424 Valuation allowance (482) (484) Net deferred tax assets $ 17,784 $ 7,940 Deferred tax liabilities: Purchased intangibles $ (44,836) $ (35,561) Depreciation and amortization (3,195) (3,715) Total deferred tax liabilities (48,031) (39,276) Net deferred tax liability $ (30,247) $ (31,336) |
Schedule of unrecognized tax benefits | Year Ended December 31, (in thousands) 2021 2020 Beginning balance $ 1,879 $ 595 Increase related to tax positions of prior years 227 — Increase related to tax positions of the current year 257 1,496 Decrease related to tax positions of prior years — (212) Decrease due to lapse in statutes of limitations — — Ending balance $ 2,363 $ 1,879 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share | |
Schedule of computations of the basic and diluted EPS | Year Ended December 31, 2021 2020 2019 Numerator: Net Income (basic and diluted) $ 29,308 $ 20,453 $ 23,307 Denominator: Weighted‑average common shares outstanding 148,309 138,072 139,650 Dilutive effect of stock based awards 11,955 7,372 3,396 Weighted‑average dilutive shares outstanding 160,264 145,443 143,046 Basic earnings per share $ 0.20 $ 0.15 $ 0.17 Diluted earnings per share $ 0.18 $ 0.14 $ 0.16 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock-Based Compensation | |
Schedule of stock option activity | Stock Option Weighted Average Weighted Remaining Number of Average Contractual Life Aggregate Options Exercise Price (Years) Intrinsic Value Outstanding as of January 1, 2021 14,713 $ 4.47 7.79 $ 181,914 Options granted 2,677 31.15 — — Options exercised (4,788) 2.62 — — Options forfeited (485) 11.01 — — Outstanding as of December 31, 2021 12,117 $ 10.84 7.53 $ 274,684 Options expected to vest as of December 31, 2021 4,576 $ 19.70 9.00 $ 64,265 Options exercisable as of December 31, 2021 7,077 $ 4.18 6.49 $ 206,060 |
Schedule of Black-Scholes-Merton option-pricing model | 2021 2020 2019 Risk‑free interest rate (percentage) 0.6. - 1.4 0.3 - 1.6 1.6 - 2.6 Expected term (years) 5.8 - 6.1 5.3 - 6.3 5.6 - 6.1 Expected dividend yield (percentage) — — — Expected volatility (percentage) 42.1 - 43.6 39.9 - 44.1 35.4 - 40.9 |
Schedule of restricted stock activity | Restricted Stock Weighted Average Grant Number of Date Fair Shares Value Outstanding as of January 1, 2021 1,261 $ 7.74 Granted 2,406 31.22 Vested (366) 12.11 Forfeited (51) 35.38 Outstanding as of December 31, 2021 3,250 $ 24.20 |
Schedule of stock-based compensation expense | Year Ended December 31, (in thousands) 2021 2020 2019 Cost of revenue $ — $ — $ 8 Product development 4,369 673 305 Sales, marketing and customer support 6,375 6,151 450 General and administrative 11,143 13,703 917 Total stock‑based compensation $ 21,887 $ 20,527 $ 1,680 Non‑cash stock‑based compensation expense $ 21,887 $ 5,984 $ 1,680 Cash‑based compensation expense (a) — 14,543 — Total stock‑based compensation $ 21,887 $ 20,527 $ 1,680 (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. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies. | |
Schedule of accrued expenses | As of December 31, (in thousands) 2021 2020 Vendor payments $ 3,639 $ 3,896 Employee commissions and bonuses 13,324 11,344 Payroll and other employee related expense 18,879 6,957 401k and pension expense 1,775 1,358 Other taxes 1,026 1,864 Other costs (a) 2,813 — Total accrued expense $ 41,456 $ 25,419 |
Schedule of future minimum lease obligations | Year Ending (in thousands) December 31, 2022 $ 5,463 2023 4,381 2024 681 2025 439 2026 294 Thereafter 76 $ 11,334 |
Schedule of future minimum lease payments under agreement (including interest) | Year Ending (in thousands) December 31, 2022 $ 2,056 2023 1,937 2024 598 2025 169 Total 4,760 Less: Amount representing interest (211) Present Value of net minimum capital lease payments $ 4,549 Capital leases short term $ 1,970 Capital leases long term 2,579 Total $ 4,549 |
Schedule of the future operating lease commitment under agreement | Year Ending (in thousands) December 31, 2022 $ — 2023 1,735 2024 5,987 2025 6,077 2026 6,168 Thereafter 86,872 $ 106,839 |
Description of Business (Detail
Description of Business (Details) - segment | 12 Months Ended | |
Dec. 31, 2021 | Aug. 18, 2017 | |
Business Combinations | ||
Number of reportable segments | 1 | |
DoubleVerify Inc. | ||
Business Combinations | ||
Ownership percentage acquired | 100.00% |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) | Mar. 29, 2021 | Dec. 31, 2021$ / shares | Dec. 31, 2020$ / shares |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Stock split, conversion ratio | 0.333 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Segment reporting (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Number of operating segment | 1 |
Number of reportable segments | 1 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Foreign currency (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Foreign Currency Translation [Line Items] | |||
Aggregate transaction gain (loss) | $ 0.1 | $ (0.5) | |
Maximum | |||
Foreign Currency Translation [Line Items] | |||
Aggregate transaction gain (loss) | $ 0.1 |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of Significant Accounting Policies - Prepaid expenses and other current assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 0.1 | |
Prepaid income taxes | $ 14.4 | $ 10.4 |
Maximum | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 0.1 |
Basis of Presentation and Sum_8
Basis of Presentation and Summary of Significant Accounting Policies - Property, plant and equipment, net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computers and Peripheral Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office furniture and equipment. | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Office furniture and equipment. | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 years |
Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 6 years |
Basis of Presentation and Sum_9
Basis of Presentation and Summary of Significant Accounting Policies - Capitalized software (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 18.8 | $ 17.9 | $ 17.1 |
Capitalized internal-use software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 3 years | ||
Capitalized assets | $ 6.6 | 5.2 | |
Amortization expense | $ 3.7 | $ 1.4 | $ 0.4 |
Basis of Presentation and Su_10
Basis of Presentation and Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Su_11
Basis of Presentation and Summary of Significant Accounting Policies - Intangible assets, net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Technology | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 4 years |
Technology | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 8 years |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 5 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 14 years |
Trademarks | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 1 year |
Trademarks | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 15 years |
Non-compete agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life | 2 years |
Basis of Presentation and Su_12
Basis of Presentation and Summary of Significant Accounting Policies - Impairment of long-lived assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Su_13
Basis of Presentation and Summary of Significant Accounting Policies - Debt issuance costs (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Debt issuance costs | $ 1,100,000 | $ 1,400,000 |
Number of Performance Obligation for Contracted Goods and Services | 1 |
Basis of Presentation and Su_14
Basis of Presentation and Summary of Significant Accounting Policies - Operating expenses (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Expenses [Line Items] | |||
Advertising costs | $ 0.1 | $ 0.1 | |
Recoveries from business interruption insurance | $ 0 | $ 0.9 | $ 0 |
Maximum | |||
Operating Expenses [Line Items] | |||
Advertising costs | $ 0.1 |
Basis of Presentation and Su_15
Basis of Presentation and Summary of Significant Accounting Policies - Concentrations of credit risk (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Deposits | $ 213.6 | $ 29 |
Basis of Presentation and Su_16
Basis of Presentation and Summary of Significant Accounting Policies - Stock-based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 21,887 | $ 20,527 | $ 1,680 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 11,143 | 13,703 | $ 917 |
Restricted Stock Units (RSUs) | General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 700 |
Basis of Presentation and Su_17
Basis of Presentation and Summary of Significant Accounting Policies - Offering costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
General and administrative | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering costs | $ 22.1 | $ 3.6 |
Basis of Presentation and Su_18
Basis of Presentation and Summary of Significant Accounting Policies - Leases (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Increase in Operating Lease Liability | $ 79 |
Increase in Operating Lease Right of Use Asset | 78 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Increase in Operating Lease Liability | 82 |
Increase in Operating Lease Right of Use Asset | $ 81 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of revenue | |||
Total revenue | $ 332,741 | $ 243,917 | $ 182,663 |
Unbilled receivable | 55,700 | 44,900 | |
Revenue concession | 4,600 | ||
Advertiser - direct | |||
Disaggregation of revenue | |||
Total revenue | 135,516 | 106,422 | 84,423 |
Advertiser - programmatic | |||
Disaggregation of revenue | |||
Total revenue | 167,798 | 116,115 | 83,475 |
Supply - side customer | |||
Disaggregation of revenue | |||
Total revenue | $ 29,427 | $ 21,380 | $ 14,765 |
Business Combinations - Meetric
Business Combinations - Meetrics GmbH (Details) - USD ($) $ in Thousands | Nov. 22, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 |
Intangible assets: | |||||
Goodwill | $ 350,560 | $ 227,349 | |||
Liabilities | |||||
Aggregate net cash purchase price | $ 149,217 | $ 57,252 | |||
Non-compete agreements | |||||
Liabilities | |||||
Estimated useful life | 2 years | ||||
Meetrics GmbH | |||||
Assets | |||||
Cash and cash equivalents | $ 1,007 | ||||
Trade receivables | 778 | ||||
Other assets | 96 | ||||
Property, plant and equipment | 10 | ||||
Intangible assets: | |||||
Total intangible assets | 9,571 | ||||
Goodwill | 15,609 | ||||
Total assets acquired | 27,071 | ||||
Liabilities | |||||
Trade payables | 147 | ||||
Other current liabilities | 361 | ||||
Deferred tax liability | 1,233 | ||||
Total liabilities assumed | 1,741 | ||||
Total purchase consideration | 25,330 | ||||
Net cash purchase price | 24,323 | ||||
Aggregate net cash purchase price | $ 24,300 | ||||
Weighted-average useful life | 11 years 6 months | ||||
Acquisition cost | $ 900 | ||||
Meetrics GmbH | Developed technology | |||||
Intangible assets: | |||||
Total intangible assets | $ 2,245 | ||||
Liabilities | |||||
Estimated useful life | 4 years | ||||
Meetrics GmbH | Customer relationships | |||||
Intangible assets: | |||||
Total intangible assets | $ 7,208 | ||||
Liabilities | |||||
Estimated useful life | 14 years | ||||
Meetrics GmbH | Trademarks | |||||
Intangible assets: | |||||
Total intangible assets | $ 47 | ||||
Liabilities | |||||
Estimated useful life | 1 year | ||||
Meetrics GmbH | Non-compete agreements | |||||
Intangible assets: | |||||
Total intangible assets | $ 71 | ||||
Liabilities | |||||
Estimated useful life | 2 years | ||||
Open Slate | |||||
Assets | |||||
Cash and cash equivalents | $ 8,549 | ||||
Trade receivables | 5,460 | ||||
Escrow assets | 2,000 | ||||
Prepaid expenses | 66 | ||||
Other assets | 167 | ||||
Intangible assets: | |||||
Total intangible assets | 41,300 | ||||
Goodwill | 108,570 | ||||
Total assets acquired | 166,112 | ||||
Liabilities | |||||
Trade payables | 226 | ||||
Other current liabilities | 2,373 | ||||
Escrow liabilities | 2,000 | ||||
Deferred tax liability | 5,544 | ||||
Total liabilities assumed | 10,143 | ||||
Total purchase consideration | 155,969 | ||||
Net cash purchase price | 147,420 | ||||
Cash acquired | $ (8,549) | ||||
Weighted-average useful life | 9 years | ||||
Acquisition cost | $ 2,200 | ||||
Open Slate | Developed technology | |||||
Intangible assets: | |||||
Total intangible assets | $ 6,700 | ||||
Liabilities | |||||
Estimated useful life | 4 years | ||||
Open Slate | Customer relationships | |||||
Intangible assets: | |||||
Total intangible assets | $ 34,600 | ||||
Liabilities | |||||
Estimated useful life | 10 years |
Business Combinations - Assets
Business Combinations - Assets acquired and liabilities assumed (Details) shares in Thousands, $ in Thousands | Nov. 22, 2021USD ($)shares | Feb. 15, 2019USD ($)Milestonecomponent | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Combinations | |||||
Contingent consideration liability | $ 1,717 | ||||
Contingent considerations current | 1,717 | $ 1,198 | |||
Contingent considerations non-current | 462 | ||||
Unrealized gain | 57 | (949) | $ (1,079) | ||
Zentrick NV | |||||
Business Combinations | |||||
Cash consideration | $ 23,200 | ||||
Closing adjustments | 200 | ||||
Consideration held back | 100 | ||||
Performance based deferred payment | $ 17,300 | ||||
Number of component | component | 2 | ||||
Performance based deferred payment, First component | $ 4,000 | ||||
Number of milestone | Milestone | 4 | ||||
Amour per milestone | $ 1,000 | ||||
Performance based deferred payment, Second component | $ 13,000 | ||||
Contingent consideration liability | 1,700 | ||||
Unrealized gain | 100 | (900) | (1,100) | ||
Zentrick NV | Tranche one | |||||
Business Combinations | |||||
Percentage of holdback payments | 50.00% | ||||
Holdback payments payable period | 12 months | ||||
Zentrick NV | Tranche two | |||||
Business Combinations | |||||
Percentage of holdback payments | 50.00% | ||||
Holdback payments payable period | 24 months | ||||
Zentrick NV | Maximum | |||||
Business Combinations | |||||
Business combination performance based deferred payment | 100 | $ 200 | $ 1,700 | ||
Zentrick NV | Other Current Liabilities | |||||
Business Combinations | |||||
Compensation liability | $ 1,100 | ||||
Open Slate | |||||
Business Combinations | |||||
Cash consideration | $ 124,894 | ||||
Common stock transferred | 22,526 | ||||
Total | $ 147,420 | ||||
Company common stock issued | shares | 684 |
Business Combinations - Zentric
Business Combinations - Zentrick NV acquisition - Narrative (Details) $ in Thousands | Feb. 16, 2022USD ($) | Feb. 15, 2019USD ($)Milestonecomponent | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Combinations | |||||
Contingent consideration liability | $ 1,717 | ||||
Contingent considerations current | 1,717 | $ 1,198 | |||
Contingent considerations non-current | 462 | ||||
Unrealized gain | 57 | (949) | $ (1,079) | ||
Product development | 62,698 | 47,004 | 31,598 | ||
Amortization of finite lived intangible asset | $ 18,800 | 17,900 | 17,100 | ||
Technology | Minimum | |||||
Business Combinations | |||||
Estimated useful life | 4 years | ||||
Technology | Maximum | |||||
Business Combinations | |||||
Estimated useful life | 8 years | ||||
Customer relationships | Minimum | |||||
Business Combinations | |||||
Estimated useful life | 5 years | ||||
Customer relationships | Maximum | |||||
Business Combinations | |||||
Estimated useful life | 14 years | ||||
Zentrick NV | |||||
Business Combinations | |||||
Closing adjustments | $ 200 | ||||
Consideration held back | 100 | ||||
Performance based deferred payment | $ 17,300 | ||||
Number of component | component | 2 | ||||
Performance based deferred payment, First component | $ 4,000 | ||||
Number of milestone | Milestone | 4 | ||||
Amour per milestone | $ 1,000 | ||||
Performance based deferred payment, Second component | 13,000 | ||||
Contingent consideration liability | $ 1,700 | ||||
Unrealized gain | 100 | $ (900) | $ (1,100) | ||
Payment of contingent consideration | $ 5,600 | ||||
Business Acquisition, Transaction Costs | 2,800 | ||||
Cash consideration | $ 23,200 | ||||
Zentrick NV | Other Current Liabilities | |||||
Business Combinations | |||||
Compensation liability | $ 1,100 | ||||
Zentrick NV | Tranche one | |||||
Business Combinations | |||||
Percentage of holdback payments | 50.00% | ||||
Holdback payments payable period | 12 months | ||||
Zentrick NV | Tranche two | |||||
Business Combinations | |||||
Percentage of holdback payments | 50.00% | ||||
Holdback payments payable period | 24 months |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Changes to the goodwill carrying value | |
Goodwill as of December 31, 2020 | $ 227,349 |
Business combinations (Meetrics and OpenSlate) | 124,179 |
Foreign exchange impact and other | (968) |
Goodwill as of December 31, 2021 | $ 350,560 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Company's intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 227,596 | $ 177,120 | |
Accumulated Amortization | (74,201) | (55,410) | |
Total | 153,395 | 121,710 | |
Amortization expense | 18,800 | 17,900 | $ 17,100 |
Trademarks and brands | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 11,735 | 11,690 | |
Accumulated Amortization | (3,422) | (2,562) | |
Total | 8,313 | 9,128 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 143,728 | 102,220 | |
Accumulated Amortization | (36,831) | (27,720) | |
Total | 106,897 | 74,500 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 72,065 | 63,210 | |
Accumulated Amortization | (33,937) | (25,128) | |
Total | 38,128 | $ 38,082 | |
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 68 | ||
Accumulated Amortization | (11) | ||
Total | $ 57 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated future expected amortization expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 24,091 | |
2023 | 24,014 | |
2024 | 22,371 | |
2025 | 20,079 | |
2026 | 13,731 | |
Thereafter | 49,109 | |
Total | $ 153,395 | $ 121,710 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Weighted-average remaining useful life (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 |
Trademarks and brands | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining useful life | 10 years | ||
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining useful life | 9 years | ||
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining useful life | 4 years | ||
Non-compete agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining useful life | 2 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated Depreciation and Amortization | $ (26,771) | $ (15,243) | |
Total property, plant and equipment, net | 17,575 | 18,107 | |
Depreciation expense | 11,500 | 6,700 | $ 4,700 |
Capital lease assets | 12,300 | 10,700 | |
Capital lease assets, accumulated depreciation | 10,000 | 7,600 | |
Computers and Peripheral Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 18,883 | 14,577 | |
Office Furniture and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 1,102 | 1,124 | |
Leasehold Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | 9,354 | 9,267 | |
Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment gross | $ 15,007 | $ 8,382 |
Fair Value Measurement - Fair v
Fair Value Measurement - Fair value on a recurring basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Cash equivalents: | $ 12,324 | |
Liabilities: | ||
Contingent consideration current | 1,717 | $ 1,198 |
Contingent consideration non-current | 462 | |
Total contingent consideration | 1,717 | |
Recurring | ||
Assets: | ||
Cash equivalents: | 2,474 | |
Liabilities: | ||
Contingent consideration current | 1,198 | |
Contingent consideration non-current | 462 | |
Total contingent consideration | 1,660 | |
Recurring | Level 1 | ||
Assets: | ||
Cash equivalents: | 12,324 | 2,474 |
Recurring | Level 3 | ||
Liabilities: | ||
Contingent consideration current | 1,717 | 1,198 |
Contingent consideration non-current | 462 | |
Total contingent consideration | $ 1,717 | $ 1,660 |
Fair Value Measurement - Rollfo
Fair Value Measurement - Rollforward (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance | $ 1,660 | $ 3,210 | |
Fair value at date of acquisition | $ 4,689 | ||
Fair value adjustments | 57 | (949) | (1,079) |
Payments during the year | (601) | (601) | |
Accretion expense | 201 | ||
Ending Balance | $ 1,717 | $ 1,660 | $ 3,210 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)Milestone | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 12,324 | |
Number of technical milestones | Milestone | 4 | |
Level 1 | Money market funds and time deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 12,300 | $ 2,500 |
Business Combination Contingent Consideration Liability [Member] | Discount rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs | 13.5 | 12.7 |
Business Combination Contingent Consideration Liability [Member] | Revenue Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value inputs | 29 | 30 |
Long-term Debt (Details)
Long-term Debt (Details) $ in Thousands | Oct. 01, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) |
Debt Instrument [Line Items] | |||
Loss on extinguishment of debt | $ (350) | ||
Maximum total net leverage ratio | 3.5 | ||
Minimum fixed charge coverage ratio | 1.25 | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Percentage of commitment fee payable periodically | 0.25% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Percentage of commitment fee payable periodically | 0.40% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 15,000 | ||
New Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 150,000 | ||
Outstanding amount | $ 22,000 | $ 0 | |
New Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Spread rate | 2.25% |
Income Tax - Components of inco
Income Tax - Components of income (loss) before income tax (benefit) provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Contingency [Line Items] | |||
Income before income taxes | $ 25,821 | $ 17,309 | $ 35,360 |
Domestic | |||
Income Tax Contingency [Line Items] | |||
Income before income taxes | 16,499 | 10,017 | 28,690 |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Income before income taxes | $ 9,322 | $ 7,292 | $ 6,670 |
Income Tax - Income tax provisi
Income Tax - Income tax provision (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 821 | $ 176 | $ 3,524 |
State | 1,508 | 636 | 4,776 |
Foreign | 1,999 | 1,181 | 1,756 |
Total current tax provision | 4,328 | 1,993 | 10,056 |
Deferred | |||
Federal | (5,545) | (3,608) | 1,830 |
State | (2,241) | (1,542) | 151 |
Foreign | (29) | 13 | 16 |
Total deferred tax (benefit) provision | (7,815) | (5,137) | 1,997 |
Income tax (benefit) provision | $ (3,487) | $ (3,144) | $ 12,053 |
Income Tax - Reconciliation (De
Income Tax - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective income tax rate reconciliation | |||
Statutory federal tax rate | 21.00% | 21.00% | 21.00% |
State taxes | (3.30%) | (7.50%) | 11.10% |
Tax credits | (3.90%) | (7.30%) | (2.20%) |
Foreign taxes | (1.80%) | 0.70% | |
Nondeductible items and other | (0.60%) | (2.40%) | 1.10% |
Change in valuation allowance | 2.30% | ||
Changes in tax reserves | 1.90% | 8.60% | 0.40% |
Provision to return adjustment | 0.50% | (13.50%) | |
Transaction costs | 18.90% | ||
Global Intangible Low Tax Income | 0.70% | 1.10% | 1.90% |
Non-deductible officers' compensation | 47.80% | ||
Noncash compensation | (96.50%) | (18.70%) | 0.10% |
Effective tax rate | (13.50%) | (18.20%) | 34.10% |
Income Tax - Components of defe
Income Tax - Components of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 1,454 | $ 1,819 |
Accrued expenses and other | 6,025 | 4,464 |
Stock compensation | 2,667 | 843 |
Net operating losses | 8,120 | 1,298 |
Gross deferred tax assets | 18,266 | 8,424 |
Valuation allowance | (482) | (484) |
Net deferred tax assets | 17,784 | 7,940 |
Deferred tax liabilities: | ||
Purchased intangibles | (44,836) | (35,561) |
Depreciation and amortization | (3,195) | (3,715) |
Total deferred tax liabilities | (48,031) | (39,276) |
Net deferred tax liability | $ (30,247) | $ (31,336) |
Income Tax - Net Operating Loss
Income Tax - Net Operating Loss and Credit Carryforwards, Uncertain Tax Positions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Interest and penalties | $ 2.4 | $ 1.9 |
Unrecognized tax benefits that would impact the effective tax rate | 2.2 | 1.8 |
Reversal of unrecognized tax benefits in subsequent period | 0 | $ 0 |
Meetrics GmbH | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 5 | |
Domestic | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 20.2 | |
Net operating loss carryforwards subject to expiration | 3.2 | |
Domestic | Open Slate | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 18.3 | |
State | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 40.4 | |
Net operating loss carryforwards subject to expiration | 2.7 | |
State | Open Slate | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | $ 31.1 |
Income Tax - Unrecognized tax b
Income Tax - Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax | ||
Beginning balance | $ 1,879 | $ 595 |
Increase related to tax positions of prior years | 227 | |
Increase related to tax positions of the current year | 257 | 1,496 |
Decrease related to tax positions of prior years | (212) | |
Ending balance | $ 2,363 | $ 1,879 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefit Plans | |||
Employer's contribution | $ 1.4 | $ 1.2 | $ 0.7 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net Income (basic and diluted) | $ 29,308 | $ 20,453 | $ 23,307 |
Denominator: | |||
Weighted-average common shares outstanding | 148,309 | 138,072 | 139,650 |
Dilutive effect of share-based awards | 11,955 | 7,372 | 3,396 |
Weighted-average dilutive shares outstanding | 160,264 | 145,443 | 143,046 |
Basic earnings per share | $ 0.20 | $ 0.15 | $ 0.17 |
Diluted earnings per share | $ 0.18 | $ 0.14 | $ 0.16 |
Weighted average shares issuable under stock-based awards, excluded from diluted EPS calculation | 1,400 | 7,500 | 9,300 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - shares shares in Thousands | Apr. 19, 2021 | Dec. 31, 2021 | Sep. 20, 2017 |
2021 Omnibus Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 30,000 | ||
Share-based compensation arrangement by share-based payment award, annual increase in shares authorized as a percentage of outstanding common shares | 5.00% | ||
Equity Incentive Program | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized | 22,182 | ||
Term of award | 10 years | ||
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Options | ||
Outstanding beginning balance | 14,713 | |
Options granted | 2,677 | |
Options exercised | (4,788) | |
Options forfeited | (485) | |
Outstanding Ending balance | 12,117 | 14,713 |
Options expected to vest | 4,576 | |
Options exercisable | 7,077 | |
Weighted Average Exercise Price | ||
Outstanding beginning balance (in dollars per share) | $ 4.47 | |
Options granted (in dollars per share) | 31.15 | |
Options exercised (in dollars per share) | 2.62 | |
Options forfeited (in dollars per share) | 11.01 | |
Outstanding ending balance (in dollars per share) | 10.84 | $ 4.47 |
Options expected to vest (in dollars per share) | 19.70 | |
Options exercisable (in dollars per share) | $ 4.18 | |
Additional disclosures | ||
Weighted Average Remaining Contractual Life (Years) | 7 years 6 months 10 days | 7 years 9 months 14 days |
Options expected to vest (in years) | 9 years | |
Options exercisable (Years) | 6 years 5 months 26 days | |
Aggregate Intrinsic Value, outstanding (Beginning balance) | $ 181,914 | |
Aggregate Intrinsic Value, outstanding (ending balance) | 274,684 | $ 181,914 |
Aggregate Intrinsic Value, expected to vest | 64,265 | |
Aggregate Intrinsic Value, exercisable | $ 206,060 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Nov. 19, 2021 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Outstanding Ending balance | 12,117 | 14,713 | |||
Weighted average grant date fair value (in dollars per share) | $ 13.01 | $ 2.67 | $ 1.41 | ||
Intrinsic value | $ 141,000 | $ 3,600 | $ 300 | ||
Options exercised | 4,788 | ||||
Stock-based compensation expense | $ 21,887 | $ 20,527 | $ 1,680 | ||
Former Executive | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Repurchased and cancelled shares | 2,606 | ||||
Former Executive | Additional Paid-in Capital | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate purchase price | $ 15,500 | ||||
Performance and Market Based Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 0 | ||||
Outstanding Ending balance | 2,591 | ||||
Repurchased and cancelled shares | 956 | 956 | |||
Options exercised | 842 | ||||
Incremental cash based compensation expenses | $ 14,500 | ||||
Stock-based compensation expense | $ 2,100 | ||||
Performance and Market Based Options | Selling Stockholders | Secondary Offerings | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company common stock Secondary Offering | 8,000 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted | 37 | 2,406 | |||
Vested | 366 | 38 | |||
Vested, Fair value | $ 4,400 | $ 700 | |||
Granted, Weighted average grant date fair value | $ 3.72 | $ 31.22 | $ 7.59 | ||
Granted, Fair value | $ 100 | ||||
Unrecognized stock-based compensation expense | $ 91,300 | ||||
Weighted-average period over which unrecognized stock-based compensation expense are expected to be recognized | 1 year 6 months |
Stock-Based Compensation - Blac
Stock-Based Compensation - Black-Scholes-Merton option-pricing model (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk - free interest rate (percentage), minimum | 0.60% | 0.30% | 1.60% |
Risk - free interest rate (percentage), maximum | 1.40% | 1.60% | 2.60% |
Expected volatility (percentage), minimum | 42.10% | 39.90% | 35.40% |
Expected volatility (percentage), maximum | 43.60% | 44.10% | 40.90% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (years) | 5 years 9 months 18 days | 5 years 3 months 18 days | 5 years 7 months 6 days |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected term (years) | 6 years 1 month 6 days | 6 years 3 months 18 days | 6 years 1 month 6 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted stock award activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | ||||
Outstanding beginning balance | 1,261 | |||
Granted | 37 | 2,406 | ||
Vested | (366) | (38) | ||
Forfeited | (51) | |||
Outstanding ending balance | 3,250 | 1,261 | ||
Weighted Average Grant Date Fair Value | ||||
Outstanding beginning balance (in dollars per share) | $ 7.74 | |||
Granted (in dollars per share) | $ 3.72 | 31.22 | $ 7.59 | |
Vested (in dollars per share) | 12.11 | |||
Forfeited (in dollars per share) | 35.38 | |||
Outstanding ending balance (in dollars per share) | $ 24.20 | $ 7.74 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based payment arrangements information | |||
Total stock-based compensation expense | $ 21,887 | $ 20,527 | $ 1,680 |
Noncash stock-based compensation expense | 21,887 | 5,984 | 1,680 |
Cash-based compensation expense | $ 14,543 | ||
Performance and Market Based Options | |||
Share-based payment arrangements information | |||
Total stock-based compensation expense | $ 2,100 | ||
Repurchased and cancelled shares | 956 | 956 | |
Cost of Revenue | |||
Share-based payment arrangements information | |||
Total stock-based compensation expense | 8 | ||
Product development | |||
Share-based payment arrangements information | |||
Total stock-based compensation expense | $ 4,369 | $ 673 | 305 |
Sales, marketing and customer support | |||
Share-based payment arrangements information | |||
Total stock-based compensation expense | 6,375 | 6,151 | 450 |
General and administrative | |||
Share-based payment arrangements information | |||
Total stock-based compensation expense | $ 11,143 | 13,703 | $ 917 |
General and administrative | Restricted Stock Units (RSUs) | |||
Share-based payment arrangements information | |||
Total stock-based compensation expense | $ 700 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21,887 | $ 20,527 | $ 1,680 | |
2021 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,000 | |||
Share-based compensation arrangement by share-based payment award, annual increase in shares authorized as a percentage of outstanding common shares | 1.00% | |||
Maximum | 2021 Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | Apr. 23, 2021USD ($)$ / sharesshares | Apr. 09, 2021USD ($)$ / sharesshares | Mar. 29, 2021 | Oct. 27, 2020USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Value of shares issued | $ 85,464 | |||||
Proceeds from Series A preferred stock issuance, net of issuance costs | 346,150 | |||||
Stock split, conversion ratio | 0.333 | |||||
Underwriting discount fees | $ 22,069 | 3,610 | ||||
Stock offering cost | $ 22,074 | $ 3,555 | ||||
Treasury stock, shares reissued | $ 15,146 | |||||
Common stock, shares authorized | shares | 1,000,000 | 700,000 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | shares | 100,000 | 61,006 | ||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||
Preferred Purchase Agreement | ||||||
Number of shares issued | shares | 15,568 | |||||
Common stock available for conversion | shares | 45,438 | |||||
Dividend declared (in dollars per share) | $ / shares | $ 0 | |||||
Stock split, conversion ratio | 1 | |||||
Preferred Purchase Agreement | Series A preferred stock | ||||||
Number of shares issued | shares | 61,006 | |||||
Value of shares issued | $ 350,000 | |||||
Proceeds from Series A preferred stock issuance, net of issuance costs | $ 89,300 | |||||
Private Placement | ||||||
Value of shares issued | $ 30,000 | |||||
Private Placement | Tiger Global Management, LLC | ||||||
Number of shares issued | shares | 1,111 | |||||
Gross proceeds | $ 30,000 | |||||
Purchase price per share | $ / shares | $ 27 | |||||
Aggregate net proceeds | $ 29,000 | |||||
Underwriting discount fees | $ 1,000 | |||||
Private Placement | Providence | ||||||
Number of shares issued | shares | 5,356 | |||||
IPO | ||||||
Number of shares issued | shares | 9,977 | |||||
Value of shares issued | $ 269,390 | |||||
Purchase price per share | $ / shares | $ 27 | |||||
Aggregate net proceeds | $ 253,200 | |||||
Underwriting discount fees | 16,200 | |||||
Stock offering cost | $ 27,100 | |||||
Number of shares converted | shares | 20,335 | |||||
Convertible preferred stock, conversion ratio | 0.333 | |||||
Common stock, shares authorized | shares | 1,000,000 | |||||
Common stock, par value | $ / shares | $ 0.001 | |||||
Preferred stock, shares authorized | shares | 100,000 | |||||
Preferred stock, par value | $ / shares | $ 0.01 | |||||
IPO | General and administrative | ||||||
Stock offering cost | $ 22,100 | $ 3,600 | ||||
Underwriter Option | ||||||
Number of shares issued | shares | 1,350 | |||||
Underwriter Option | Providence | ||||||
Number of shares issued | shares | 650 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Vendor payments | $ 3,639 | $ 3,896 |
Employee commissions and bonuses | 13,324 | 11,344 |
Payroll and other employee related expense | 18,879 | 6,957 |
401k and pension expense | 1,775 | 1,358 |
Other taxes | 1,026 | 1,864 |
Other costs (a) | 2,813 | |
Total accrued expense | $ 41,456 | $ 25,419 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leased Assets [Line Items] | |||
Expense on recognition of lease use liability | $ 800 | ||
Operating leases future minimum lease obligations | |||
2022 | 5,463 | ||
2023 | 4,381 | ||
2024 | 681 | ||
2025 | 439 | ||
2026 | 294 | ||
Thereafter | 76 | ||
Total | 11,334 | ||
Office and data center | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $ 5,600 | $ 7,000 | $ 6,000 |
Commitments and Contingencies_3
Commitments and Contingencies - Capital Leases (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)agreement | Dec. 31, 2020USD ($) | |
Commitments and Contingencies. | ||
Number of lease agreement | agreement | 7 | |
Future minimum capital lease payments | ||
2022 | $ 2,056 | |
2023 | 1,937 | |
2024 | 598 | |
2025 | 169 | |
Total | 4,760 | |
Less: Amount representing interest | (211) | |
Present Value of net minimum capital lease payments | 4,549 | |
Capital leases short term | 1,970 | $ 1,515 |
Capital leases long term | 2,579 | $ 3,447 |
Total | $ 4,549 |
Commitments and Contingencies_4
Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies. | |
2023 | $ 1,735 |
2024 | 5,987 |
2025 | 6,077 |
2026 | 6,168 |
Thereafter | 86,872 |
Total | $ 106,839 |
Commitments and Contingencies_5
Commitments and Contingencies - Contingencies (Details) $ in Millions | Feb. 16, 2022USD ($) |
Zentrick NV | |
Loss Contingencies [Line Items] | |
Payment of contingent consideration | $ 5.6 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Information | |
Number of operating segment | 1 |
Number of reportable segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) shares in Thousands, $ in Millions | Feb. 16, 2022 | Feb. 15, 2022 | Sep. 30, 2019 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
Options granted | 2,677 | |||
Zentrick NV | ||||
Subsequent Event [Line Items] | ||||
Payment of contingent consideration | $ 5.6 | |||
Restricted Stock Units (RSUs) | ||||
Subsequent Event [Line Items] | ||||
Granted | 37 | 2,406 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Payment of contingent consideration | $ 5.6 | |||
Subsequent Event | 2021 Omnibus Equity Incentive Plan | Stock options | ||||
Subsequent Event [Line Items] | ||||
Options granted | 289 | |||
Subsequent Event | 2021 Omnibus Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||
Subsequent Event [Line Items] | ||||
Granted | 375 |
Schedule I - Condensed Financ_2
Schedule I - Condensed Financial Information of Registrant - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||||
Cash and cash equivalents | $ 221,591 | $ 33,354 | $ 10,920 | |
Trade receivables | 122,938 | 94,677 | ||
Total current assets | 367,824 | 141,935 | ||
Total assets | 892,194 | 511,334 | ||
Liabilities and Stockholder's Equity: | ||||
Accrued expense | 41,456 | 25,419 | ||
Total liabilities | 93,128 | 94,639 | ||
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 | $ 318,018 | $ 292,924 |
Total liabilities and stockholders' equity | 892,194 | 511,334 | ||
Parent Company | Reportable Legal Entities | ||||
Current assets | ||||
Cash and cash equivalents | 187,105 | 6,418 | ||
Trade receivables | 2 | |||
Total current assets | 187,105 | 6,420 | ||
Investment in subsidiary | 428,006 | 360,230 | ||
Due from subsidiaries | 285,906 | 83,151 | ||
Total assets | 901,017 | 449,801 | ||
Liabilities and Stockholder's Equity: | ||||
Due to subsidiaries | 101,896 | 32,956 | ||
Accrued expense | 55 | 150 | ||
Total liabilities | 101,951 | 33,106 | ||
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 | $ 901,017 | $ 449,801 |
Schedule I - Condensed Financ_3
Schedule I - Condensed Financial Information of Registrant - Balance Sheets (Parenthetical) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 700,000 |
Common stock, shares issued | 162,347 | 140,222 |
Common stock, shares outstanding | 162,297 | 125,074 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 61,006 |
Preferred stock, shares issued | 0 | 61,006 |
Preferred stock, shares outstanding | 0 | 61,006 |
Preferred stock, liquidation value | $ 350,000 | |
Treasury stock, shares | 50 | 15,146 |
Parent Company | Reportable Legal Entities | ||
Condensed Balance Sheet Statements | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000 | 700,000 |
Common stock, shares issued | 162,347 | 140,222 |
Common stock, shares outstanding | 162,297 | 125,074 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 61,006 |
Preferred stock, shares issued | 0 | 61,006 |
Preferred stock, shares outstanding | 0 | 61,006 |
Preferred stock, liquidation value | $ 350,000 | |
Treasury stock, shares | 50 | 15,146 |
Schedule I - Condensed Financ_4
Schedule I - Condensed Financial Information of Registrant - Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements | |||
Revenue | $ 332,741 | $ 243,917 | $ 182,663 |
Cost of revenue | 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 |
Income from operations | 26,684 | 21,355 | 39,104 |
Other expense, 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 |
Foreign currency cumulative translation adjustment | (1,782) | 1,078 | (67) |
Total comprehensive income | 27,526 | 21,531 | 23,240 |
Parent Company | Reportable Legal Entities | |||
Condensed Income Statements | |||
Cost of revenue | 8 | ||
Product development | 4,369 | 673 | 305 |
Sales, marketing and customer support | 6,374 | 6,151 | 450 |
General and administrative | 28,513 | 14,020 | 1,233 |
Income from operations | (39,256) | (20,844) | (1,996) |
Other expense, net | (996) | (9) | |
Equity in pretax earnings of consolidated subsidiaries | 66,073 | 38,153 | 37,365 |
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 |
Foreign currency cumulative translation adjustment | (1,782) | 1,078 | (67) |
Total comprehensive income | $ 27,526 | $ 21,531 | $ 23,240 |
Schedule I - Condensed Financ_5
Schedule I - Condensed Financial Information of Registrant - Statements of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements | |||
Operating activities: | $ 82,749 | $ 21,216 | $ 29,433 |
Investing activities: | |||
Net cash used in investing activities | (158,614) | (9,751) | (63,195) |
Financing activities | |||
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 for offering costs | (22,069) | (3,610) | |
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 | (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 |
Noncash investing and financing transactions: | |||
Common stock issued in connection with acquisition | 22,526 | ||
Exchange of common stock for preferred stock | 260,686 | ||
Treasury stock reissued upon the conversion of Series A preferred stock for common stock | 260,686 | ||
Parent Company | Reportable Legal Entities | |||
Condensed Cash Flow Statements | |||
Operating activities: | 67,294 | 18,214 | (94) |
Investing activities: | |||
Transfer of funds to subsidiary | (179,825) | (83,000) | (1,787) |
Net cash used in investing activities | (179,825) | (83,000) | (1,787) |
Financing activities | |||
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 for offering costs | (17,214) | ||
Shares repurchased for settlement of employee tax withholdings | (1,802) | ||
Net cash provided by financing activities | 293,218 | 71,162 | 177 |
Effect of exchange rate changes on cash and cash equivalents | (67) | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 180,687 | 6,376 | (1,771) |
Cash, cash equivalents, and restricted cash-Beginning of period | 6,418 | 42 | 1,813 |
Cash, cash equivalents, and restricted cash-End of period | 187,105 | 6,418 | $ 42 |
Noncash investing and financing transactions: | |||
Common stock issued in connection with acquisition | 22,526 | ||
Exchange of common stock for preferred stock | $ 260,686 | ||
Treasury stock reissued upon the conversion of Series A preferred stock for common stock | 260,686 | ||
Due to consolidated subsidiaries | $ 68,940 |
Schedule I - Condensed Financ_6
Schedule I - Condensed Financial Information of Registrant - Notes to Condensed Financial Statements (Details) $ in Thousands | Mar. 29, 2021 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 18, 2017 |
Stock split, conversion ratio | 0.333 | ||||
Income tax (benefit) expense | $ (3,487) | $ (3,144) | $ 12,053 | ||
DoubleVerify Inc. | |||||
Ownership percentage acquired | 100.00% | ||||
Parent Company | Reportable Legal Entities | |||||
Stock split, conversion ratio | 0.333 | ||||
Income tax (benefit) expense | (3,487) | (3,144) | 12,053 | ||
Distributions from subsidiaries | $ 0 | $ 0 | $ 0 | ||
Parent Company | Reportable Legal Entities | DoubleVerify Inc. | |||||
Ownership percentage acquired | 100.00% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 7,049 | $ 4,599 | $ 3,103 |
(Recoveries) Charges to Costs and Expenses | (711) | 4,811 | 3,346 |
Additions (Deductions) - Write off | 189 | (2,361) | (1,850) |
Balance at End of Year | $ 6,527 | $ 7,049 | $ 4,599 |
Basis of Presentation and Su_19
Basis of Presentation and Summary of Significant Accounting Policies - Income taxes (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |||
Corporate tax rate | 21.00% | 21.00% | 21.00% |