DOUBLEVERIFY HOLDINGS, INC., 10-K filed on 2/27/2025
Annual Report
v3.25.0.1
Document and Entity Information - USD ($)
12 Months Ended
Dec. 31, 2024
Feb. 18, 2025
Jun. 30, 2024
Document and Entity Information [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Document Transition Report false    
Entity File Number 001-40349    
Entity Registrant Name DoubleVerify Holdings, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 82-2714562    
Entity Address, Address Line One 462 Broadway    
Entity Address, City or Town New York    
Entity Address State Or Province NY    
Entity Address, Postal Zip Code 10013    
City Area Code 212    
Local Phone Number 631-2111    
Title of 12(b) Security Common Stock, par value $0.001 per share    
Trading Symbol DV    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction [Flag] false    
Entity Shell Company false    
Entity Public Float     $ 2,808,491,095
Entity Common Stock, Shares Outstanding   166,011,725  
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 2024    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.25.0.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets    
Cash and cash equivalents $ 292,820 $ 310,131
Short-term investments 17,805  
Trade receivables, net of allowances for doubtful accounts of $9,003 and $9,442 as of December 31, 2024 and December 31, 2023, respectively 226,225 206,941
Prepaid expenses and other current assets 22,201 15,930
Total current assets 559,051 533,002
Property, plant and equipment, net 70,195 58,020
Operating lease right-of-use assets, net 67,721 60,470
Goodwill 427,621 436,008
Intangible assets, net 110,356 140,883
Deferred tax assets 35,488 13,077
Other non-current assets 5,778 1,571
Total assets 1,276,210 1,243,031
Current liabilities    
Trade payables 11,598 12,932
Accrued expenses 54,532 44,264
Operating lease liabilities, current 11,048 9,029
Income tax liabilities 15,592 5,833
Current portion of finance lease obligations 2,512 2,934
Other current liabilities 8,200 8,863
Total current liabilities 103,482 83,855
Operating lease liabilities, non-current 77,297 71,563
Finance lease obligations 812 2,865
Deferred tax liabilities 8,509 8,119
Other non-current liabilities 2,651 2,690
Total liabilities 192,751 169,092
Commitments and contingencies (Note 16)
Stockholders' equity    
Common stock, $0.001 par value, 1,000,000 shares authorized, 174,003 shares issued and 167,069 outstanding as of December 31, 2024; 1,000,000 shares authorized, 171,168 shares issued and 171,146 outstanding as of December 31, 2023 174 171
Additional paid-in capital 974,383 878,331
Treasury stock, at cost, 6,934 shares and 22 shares as of December 31, 2024 and December 31, 2023, respectively (131,620) (743)
Retained earnings 255,214 198,983
Accumulated other comprehensive loss, net of income taxes (14,692) (2,803)
Total stockholders' equity 1,083,459 1,073,939
Total liabilities and stockholders' equity $ 1,276,210 $ 1,243,031
v3.25.0.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Dec. 31, 2024
Dec. 31, 2023
CONSOLIDATED BALANCE SHEETS    
Trade receivables, net of allowances $ 9,003 $ 9,442
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 1,000,000 1,000,000
Common stock, shares issued 174,003 171,168
Common stock, shares outstanding 167,069 171,146
Treasury stock, shares 6,934 22
v3.25.0.1
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME      
Revenue $ 656,849 $ 572,543 $ 452,418
Cost of revenue (exclusive of depreciation and amortization shown separately below) 116,515 106,631 77,866
Product development 153,046 125,376 95,118
Sales, marketing and customer support 167,506 125,953 107,416
General and administrative 92,147 87,971 78,666
Depreciation and amortization 45,215 40,885 34,328
Income from operations 82,420 85,727 59,024
Interest expense 1,118 1,066 905
Other income, net (7,488) (11,216) (1,249)
Income before income taxes 88,790 95,877 59,368
Income tax expense 32,559 24,411 16,100
Net income $ 56,231 $ 71,466 $ 43,268
Earnings per share:      
Basic $ 0.33 $ 0.43 $ 0.26
Diluted $ 0.32 $ 0.41 $ 0.25
Weighted-average common stock outstanding:      
Basic 170,515 167,803 163,882
Diluted 175,076 173,435 170,755
Comprehensive income:      
Net income $ 56,231 $ 71,466 $ 43,268
Other comprehensive (loss) income:      
Foreign currency cumulative translation adjustment (11,889) 3,523 (5,555)
Total comprehensive income $ 44,342 $ 74,989 $ 37,713
v3.25.0.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
shares in Thousands, $ in Thousands
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings
Accumulated Other Comprehensive Loss, Net of Income Taxes
Total
Balance at Dec. 31, 2021 $ 162 $ (1,802) $ 717,228 $ 84,249 $ (771) $ 799,066
Balance (in shares) at Dec. 31, 2021 162,347          
Balance at treasury (in shares) at Dec. 31, 2021   50        
Foreign currency translation adjustment         (5,555) (5,555)
Shares repurchased for settlement of employee tax withholdings   $ (10,244)       (10,244)
Shares repurchased for settlement of employee tax withholdings (in shares)   402        
Stock-based compensation expense     42,787     42,787
Common stock issued to non-employees (in shares) 4          
Common stock issued upon exercise of stock options $ 2   5,801     5,803
Common stock issued upon exercise of stock options (in shares) 1,518          
Common stock issued upon vesting of restricted stock units $ 1   (1)      
Common stock issued upon vesting of restricted stock units (in shares) 1,488          
Common stock issued under employee purchase plan     1,734     1,734
Common stock issued under employee purchase plan (in shares) 91          
Treasury stock reissued upon settlement of equity awards   $ 11,250 (11,250)      
Treasury stock reissued upon settlement of equity awards (in shares)   (421)        
Net income       43,268   43,268
Balance at Dec. 31, 2022 $ 165 $ (796) 756,299 127,517 (6,326) 876,859
Balance (in shares) at Dec. 31, 2022 165,448          
Balance at treasury (in shares) at Dec. 31, 2022   31        
Foreign currency translation adjustment         3,523 3,523
Shares repurchased for settlement of employee tax withholdings   $ (4,586)       (4,586)
Shares repurchased for settlement of employee tax withholdings (in shares)   142        
Issuance of common stock as consideration for acquisition $ 2   52,935     52,937
Issuance of common stock as consideration for acquisition (in shares) 1,642          
Stock-based compensation expense     60,351     60,351
Common stock issued upon exercise of stock options $ 3   10,663     10,666
Common stock issued upon exercise of stock options (in shares) 2,634          
Common stock issued upon vesting of restricted stock units $ 1   (1)      
Common stock issued upon vesting of restricted stock units (in shares) 1,339          
Common stock issued under employee purchase plan     2,723     2,723
Common stock issued under employee purchase plan (in shares) 105          
Treasury stock reissued upon settlement of equity awards   $ 4,639 (4,639)      
Treasury stock reissued upon settlement of equity awards (in shares)   (151)        
Net income       71,466   71,466
Balance at Dec. 31, 2023 $ 171 $ (743) 878,331 198,983 (2,803) $ 1,073,939
Balance (in shares) at Dec. 31, 2023 171,168          
Balance at treasury (in shares) at Dec. 31, 2023   22       22
Foreign currency translation adjustment         (11,889) $ (11,889)
Shares repurchased for settlement of employee tax withholdings   $ (5,822)       (5,822)
Shares repurchased for settlement of employee tax withholdings (in shares)   248        
Stock-based compensation expense     92,821     92,821
Common stock issued upon exercise of stock options     3,315     $ 3,315
Common stock issued upon exercise of stock options (in shares) 408         531
Common stock issued upon vesting of restricted stock units $ 3   (3)      
Common stock issued upon vesting of restricted stock units (in shares) 2,197          
Common stock issued under employee purchase plan     3,531     $ 3,531
Common stock issued under employee purchase plan (in shares) 230          
Shares repurchased under the Repurchase Program   $ (128,667)       (128,667)
Shares repurchased under the Repurchase Program (in shares)   6,787        
Treasury stock reissued upon settlement of equity awards   $ 3,612 (3,612)      
Treasury stock reissued upon settlement of equity awards (in shares)   (123)        
Net income       56,231   56,231
Balance at Dec. 31, 2024 $ 174 $ (131,620) $ 974,383 $ 255,214 $ (14,692) $ 1,083,459
Balance (in shares) at Dec. 31, 2024 174,003          
Balance at treasury (in shares) at Dec. 31, 2024   6,934       6,934
v3.25.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Operating activities:      
Net income $ 56,231 $ 71,466 $ 43,268
Adjustments to reconcile net income to net cash provided by operating activities      
Bad debt expense 4,993 10,075 5,033
Depreciation and amortization expense 45,215 40,885 34,328
Amortization of debt issuance costs 442 294 294
Non-cash lease expense 7,164 6,727 7,339
Deferred taxes (21,653) (25,046) (19,581)
Stock-based compensation expense 90,658 59,244 42,307
Interest expense, net 60 68 107
Loss on disposal of fixed assets   5 1,353
Impairment of long-lived assets 0 0 1,510
Change in fair value of contingent consideration   (1,193)  
Other 3,338 492 87
Changes in operating assets and liabilities, net of effects of business combinations      
Trade receivables (26,702) (43,691) (49,765)
Prepaid expenses and other assets (11,352) (5,591) 9,094
Trade payables (1,067) 5,476 2,884
Accrued expenses and other liabilities 12,337 530 16,604
Net cash provided by operating activities 159,664 119,741 94,862
Investing activities:      
Purchase of property, plant and equipment (27,149) (17,009) (39,981)
Acquisition of businesses, net of cash acquired   (67,240)  
Purchase of short-term investments (99,629)    
Proceeds from maturity of short-term investments 81,937    
Net cash used in investing activities (44,841) (84,249) (39,981)
Financing activities:      
Proceeds from revolving credit facility   50,000  
Payments to revolving credit facility   (50,000)  
Payment of contingent consideration related to Zentrick acquisition     (3,247)
Proceeds from common stock issued upon exercise of stock options 3,315 10,666 5,803
Proceeds from common stock issued under employee purchase plan 3,531 2,723 1,734
Payments related to offering costs     (6)
Finance lease payments (2,475) (2,314) (1,924)
Shares repurchased under the Repurchase Program (127,999)    
Shares repurchased for settlement of employee tax withholdings (5,822) (4,586) (10,244)
Net cash (used in) provided by financing activities (129,450) 6,489 (7,884)
Effect of exchange rate changes on cash and cash equivalents and restricted cash (1,889) 338 (784)
Net (decrease) increase in cash, cash equivalents, and restricted cash (16,516) 42,319 46,213
Cash, cash equivalents, and restricted cash - Beginning of period 310,257 267,938 221,725
Cash, cash equivalents, and restricted cash - End of period 293,741 310,257 267,938
Supplemental cash flow information:      
Cash paid for taxes 41,929 60,883 12,351
Cash paid for interest 479 714 554
Non-cash investing and financing activities:      
Right-of-use assets obtained in exchange for new operating lease liabilities, net of impairments and tenant improvement allowances 14,091 2,547 71,979
Acquisition of equipment under finance lease   5,479  
Capital assets financed by accounts payable and accrued expenses 6 261 12
Stock-based compensation included in capitalized software development costs 2,140 1,103 $ 480
Accrued excise tax on net share repurchases $ 668    
Common stock issued in connection with acquisition   52,937  
Liabilities for contingent consideration   $ 1,193  
v3.25.0.1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS      
Cash and cash equivalents $ 292,820 $ 310,131 $ 267,813
Restricted cash - current (included in Prepaid expenses and other current assets on the Consolidated Balance Sheets) $ 33 $ 126 $ 125
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration] Prepaid Expense and Other Assets, Current Prepaid Expense and Other Assets, Current Prepaid Expense and Other Assets, Current
Restricted cash - non-current (included in Other non-current assets on the Consolidated Balance Sheets) $ 888    
Restricted Cash and Cash Equivalents, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Assets, Noncurrent Other Assets, Noncurrent Other Assets, Noncurrent
Total cash and cash equivalents and restricted cash $ 293,741 $ 310,257 $ 267,938
v3.25.0.1
Description of Business
12 Months Ended
Dec. 31, 2024
Description of Business  
Description of Business

1. Description of Business

DoubleVerify Holdings, Inc. (the “Company”) is one of the industry’s leading media effectiveness platforms that leverages artificial intelligence (“AI”) to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. The Company’s solutions provide advertisers unbiased data analytics that enable advertisers to increase the effectiveness, quality and return on their digital advertising investments. The DV Authentic Ad is our proprietary metric of digital media quality, which measures whether a digital ad was delivered in a brand suitable environment, fully viewable, by a real person and in the intended geography. The Company’s software interface, DV Pinnacle, delivers these metrics to our customers in real time, allowing them to access critical performance data on their digital transactions. The Company’s software solutions are integrated across the entire digital advertising ecosystem, including programmatic platforms, social media channels and digital publishers. The Company’s solutions are accredited by the Media Rating Council, which allows the Company’s data to be used as a single source standard in the evaluation and measurement of digital ads.

The Company was incorporated on August 16, 2017 and is registered in the state of Delaware. The Company is headquartered in New York, New York and has wholly-owned subsidiaries in numerous jurisdictions, including Israel, the United Kingdom, the United Arab Emirates, Germany, Singapore, Australia, Canada, Brazil, Belgium, Mexico, France, Japan, Spain, Finland, Italy and India, and operates in one reportable segment.

v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies  
Basis of Presentation and Summary of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Preparation and Principles of Consolidation

The accompanying 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.

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, operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. These estimates are based on the information available as of the date of the 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 segment. Refer to Footnote 17, Segment Information, for further information.

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 Trade receivables, net of allowances for doubtful accounts, Short-term investments, Prepaid expenses and other current assets, Trade payables, 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 loss, net of income taxes and is included in the Consolidated Statements of Stockholders’ Equity.

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 treasury bills, treasury notes, money market funds and savings accounts to reduce its exposure to market risk.

Short-term Investments

Debt Securities

The Company’s accounting for debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in marketable debt securities include U.S. treasury bills and U.S. treasury notes. The Company considers all of its marketable debt securities as available for use in current operations and, therefore, classifies these securities as Short-term investments on the Consolidated Balance Sheets. Marketable debt securities are classified as available-for-sale and are initially recorded at fair value. Unrealized gains and losses related to available-for-sale debt securities are recorded as a separate component of Other comprehensive income, net of tax on the Consolidated Statements of Operations and Comprehensive Income until realized. Interest on marketable debt securities classified as available-for-sale is included as a component of Other income, net on the Consolidated Statements of Operations and Comprehensive Income. Refer to Footnote 8, Fair Value Measurement, for further information.

The Company accounts for credit losses on available-for-sale debt securities in accordance with Accounting Standards Codification (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”). The Company uses ASC 326 to assess the investment portfolio for impairment at the individual security level and evaluates all securities in an unrealized loss position to determine if the impairment is credit related (realized loss recorded in earnings) or non-credit related (unrealized loss).

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, net of allowances for doubtful accounts on the Consolidated Balance Sheets are unbilled receivable balances which have not yet been invoiced. The Company bills trade receivables one month in arrears.

The Company utilizes an expected loss methodology for its trade receivables and the related allowance for doubtful accounts. In addition, the Company continues to evaluate 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.

Write-offs of trade receivables 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.

The following table presents changes in the trade receivables allowance for doubtful accounts:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Beginning balance

$

9,442

$

8,893

$

6,527

Add: bad debt expense

 

4,993

 

10,075

 

5,033

Less: write offs, net of recoveries

 

(5,432)

 

(9,526)

 

(2,667)

Ending balance

$

9,003

$

9,442

$

8,893

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

Restricted cash represents amounts pledged as collateral for certain agreements with third parties. Upon satisfying the terms of the relevant agreements, the funds are expected to be released and available for use by the Company. Restricted cash is recorded in the Consolidated Balance Sheets in Prepaid expenses and other current assets or Other non-current assets, depending on if such funds will be released and available for use by the Company within the next twelve months.

As of December 31, 2024 and 2023, the Company had less than $0.1 million and $0.1 million of restricted cash, respectively, recorded in Prepaid expenses and other current assets.

As of December 31, 2024, the Company had $0.9 million of restricted cash recorded in Other non-current assets. As of December 31, 2023, the Company had no restricted cash recorded in Other non-current assets.

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:

Computers and peripheral equipment

    

3 - 5 years

Office furniture and equipment

4 - 7 years

Leasehold improvements

 

Remaining lease term

Assets under finance leases are recorded at their net present value at the inception of the lease. Assets under finance 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, which includes stock-based compensation, 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, 2024 and 2023, the Company capitalized $20.3 million and $14.5 million in internal-use software cost, respectively. Amortization expense was $9.8 million, $7.3 million, and $5.5 million on capitalized internal-use software costs during the years ended December 31, 2024, 2023 and 2022, respectively. This is included within Depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Income.

Leases

The Company has operating and financing leases for corporate offices, data centers, and certain equipment. The Company determines if an arrangement is a lease at inception and does not recognize a right-of-use (“ROU”) asset or lease liability with a term shorter than 12 months. Additionally, the Company does not separate lease components from non-lease components for the specified asset classes. 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 not yet paid over the lease term. The lease term includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised.

As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses an incremental borrowing rate, based on the information available on the lease commencement date in determining the present value of lease payments not yet paid. The Company applies the portfolio approach in determining the incremental borrowing rate for each lease. The incremental borrowing rate for United States dollar denominated leases was calculated by considering current market yields and the Company’s existing debt rates to determine a yield. In order to assess a premium or discount for the lease tenor and develop an incremental borrowing rate curve, the analysis compared the Company’s existing debt yield to the appropriate market yield curve corresponding to the estimated secured credit rating of the Company. The curve one notch higher was used as the incremental borrowing rate focuses on secured borrowing rates, which tend to carry higher credit ratings when issued, in addition to calculating differences in expected recovery rates between secured and unsecured obligations. The corporate yield curve was adjusted based on the Company’s implied incremental borrowing rate premium or discount at each tenor to reach a concluded incremental borrowing rate curve. Using the calculated United States dollar incremental borrowing rate, the international incremental borrowing rates were determined by adjusting for specific country risk.

The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in Operating lease right-of-use assets, net, and Operating lease liabilities, current and noncurrent, within the accompanying Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, net, Current portion of finance lease obligations, and Finance lease obligations within the accompanying Consolidated Balance Sheets. Refer to Footnote 7, Leases, for further information.

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 those 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 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.

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

 

15 years

Customer relationships

10 - 14 years

Developed technology

4 - 8 years

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, ROU assets, 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.

Debt Issuance Costs

The New Revolving Credit Facility (as defined in Footnote 9, 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 New Revolving Credit Facility on August 12, 2029. As of December 31, 2024 and 2023, remaining debt issuance costs were $2.0 million and $0.5 million, respectively.

Revenue Recognition

In accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (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 Activation, Measurement, and Supply-side.

Activation and Measurement Revenue

For Activation revenue, customers can elect to use the Company’s solutions for evaluating the quality and performance of advertising inventory they are considering purchasing. Advertisers purchase the Company’s social activation solutions direct and programmatic activation solutions through Demand Side Platforms that manage ad campaign auctions and inventories on their behalf on an advertising exchange. The ability to provide the Company’s programmatic solutions to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s solutions 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 Measurement revenue, advertisers can purchase the Company’s solutions 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 Activation and Measurement revenues, contracts with multiple performance obligations typically consist of services aimed to help advertisers 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 considers primarily 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. For the years ended December 31, 2024 and 2023, the Company had a liability for customer incentives of $7.9 million and $8.4 million, respectively, included in Other current liabilities in the Consolidated Balance Sheets.

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

Supply-Side 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 one to two years. 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 and performance of advertising inventory up for bid on an advertising exchange. The ability to provide these solutions to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s solutions 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 did not incur incremental costs to obtain contracts during the years ended December 31, 2024, 2023 and 2022, respectively.

Operating Expenses

Cost of revenue includes commissions related to revenue share arrangements with Demand Side Platforms and excludes depreciation and amortization. Cost of revenue also includes platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, personnel costs including salaries, bonuses, stock-based compensation, employee benefit costs and allocated overhead expenses for personnel who provide the Company’s customers with support in implementing and using the Company’s software platform.

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 $0.2 million in December 31, 2024. Advertising costs were $0.1 million in each of the years ended December 31, 2023 and 2022. 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 service fees, rent, bad debt expense and other overhead expense related to human resource and finance activities, as well as other corporate costs.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash and cash equivalents, Short-term investments and Trade receivables, net of allowances for doubtful accounts.

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 federally insured limits and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of insurable amounts. The Company monitors this credit risk and makes adjustments to the concentrations as necessary.

The Company’s Short-term investments consist of highly liquid investments in money market funds and U.S. treasury securities. The Company believes no significant concentration of credit risk exists with respect to these investments.

With respect to trade receivables, credit risk is mitigated by the Company’s ongoing credit evaluation of its customers’ financial condition. No single customer accounted for more than 10% of trade receivables for the years ended December 31, 2024 and 2023. With respect to revenues, no single customer accounted for more than 10% of revenues for the years ended December 31, 2024, 2023 and 2022.

Other Income, Net

Other income, net consists primarily of interest income, change in fair value associated with contingent consideration, and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities. Interest income consists of interest earned on interest-bearing monetary assets.

Income Taxes

The Company accounts for income taxes using the asset and liability method, in accordance with ASC 740, Accounting for Income Taxes. This approach requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

The Company records a valuation allowance when it is determined that it is more-likely-than-not, based upon all available evidence both positive and negative, that a portion or all its deferred tax assets will not be realized. At each reporting period, management assesses the realizability of its deferred tax assets.

The Company records uncertain tax positions using 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 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. Interest and penalties are recognized as part of income tax expense.

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. ASC 718 requires that the cost resulting from all share based payment transactions be recognized in the financial statements. This statement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all entities to apply a fair value based measurement method in accounting for these transactions with employees.

The Company’s stock based compensation awards consist of restricted stock units (“RSUs”), stock options, performance-based restricted stock units (“PSUs”) and awards granted under the Company’s employee stock purchase plan (“ESPP”). Each RSU and PSU forming part of an award represents the right to receive one share of the Company’s common stock upon vesting and settlement. Stock based compensation is measured at grant date based on the estimated fair value of the award and is expensed over the requisite service period net of an estimated forfeiture rate. The Company uses historical data to estimate forfeitures. For stock-based compensation awards with only service conditions, expense is recognized on a straight-line basis. For stock-based compensation awards with multiple conditions, expense is recognized using the accelerated attribution method.

The fair value of RSU awards that vest only upon the satisfaction of a service condition is determined on the grant date based on the grant date closing stock price. The grant date fair value is determined with the assistance of third-party valuation specialists for PSUs with market-based and service-based vesting conditions (“TSR PSUs”). TSR PSUs vest based on relative total shareholder return as compared to the Russell 3000 index during the defined performance periods, subject to the recipient’s continued service during an explicit service period. The valuation of the TSR PSUs employed the Monte Carlo simulation model, which includes certain key assumptions that were applied to the Company and the applicable peer group. Those key assumptions included valuation date stock price, expected volatility, correlation coefficients, risk-free interest rate, and expected dividend yield. The valuation date stock price is based on the closing price on the grant date. Expected volatility is calculated using the applicable peer group for a period that is commensurate with the length of the applicable performance period. The correlation coefficients are based on the price data used to calculate the historical volatilities. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the length of the applicable performance period. The expected dividend yield was based on the Company and peer group’s expected dividend rate over the applicable performance period assuming dividends distributed during the performance period are reinvested in additional shares of the underlying stock on the ex-dividend date. To the extent that market-based and service-based vesting conditions are met, between 0% and 200% of the target TSR PSUs will vest.

For PSUs with performance-based and service-based vesting conditions (“Financial PSUs”), the grant date fair value is determined using the grant date closing stock price. Financial PSUs are tied to the achievement of the Company’s revenue performance during the defined performance period for each award, subject to the recipient’s continued service during an explicit service period. Stock-based compensation expense for Financial PSUs are initially based on the probable outcome of the performance condition vesting and is evaluated each reporting period to account for changes in the shares estimated to vest or actual shares that vest at the conclusion of the performance period. To the extent the performance-based and service-based vesting conditions are met, between 0% and 150% of the target Financial PSUs will vest.

The fair value of stock option awards and awards under the 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, the risk-free interest rate, 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 awards vested upon the date Providence 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. Refer to Footnote 13, Stock-Based Compensation, for further information.

Earnings Per Share

Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC 260, Earnings per Share. Basic EPS is calculated by dividing net income by the weighted average number of common stock outstanding during the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options, RSUs, ESPP and PSUs which are computed using the treasury stock method. ESPP and PSUs are treated as contingently issuable shares under the treasury stock method. Anti-dilutive common stock equivalents are excluded from diluted EPS.

Recently Adopted Accounting Pronouncements

Segment Reporting – Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all prior periods presented. The Company adopted ASU 2023-07 effective January 1, 2024 using the retrospective approach.

Refer to Footnote 17, Segment Information, for further information.

Recently Issued Accounting Pronouncements

Income Taxes – Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. The Company is currently in the process of evaluating the impact of this ASU on the Company’s Consolidated Financial Statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which expands annual and interim disclosure requirements to include specific information about certain costs and expenses in the notes to its financial statements. The objective of ASU 2024-03 is to provide disaggregated information about a public business entity's expenses to help investors better understand the entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarifies that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the update may be applied either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of this ASU on the Company’s Consolidated Financial Statements.

v3.25.0.1
Revenue
12 Months Ended
Dec. 31, 2024
Revenue  
Revenue

3. Revenue

The following table disaggregates revenue between advertiser customers, where revenue is generated based on the number of ads measured and purchased for Activation or measured for Measurement, and Supply-side, where revenue is generated based on contracts with minimum guarantees or contracts that contain overages after minimum guarantees are achieved.

Disaggregated revenue by customer type was as follows:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Activation

$

373,101

$

328,936

$

251,198

Measurement

 

226,939

 

198,024

 

157,908

Supply-side

 

56,809

 

45,583

 

43,312

Total revenue

$

656,849

$

572,543

$

452,418

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 $62.7 million and $55.0 million as of December 31, 2024 and 2023, respectively.

Remaining Performance Obligations

As of December 31, 2024, the Company had $31.3 million of remaining performance obligations which are expected to be recognized over the next one to three years. These non-cancelable arrangements have original expected durations longer than one year and for which the consideration is not variable. These obligations relate primarily to the Company’s Supply-side revenue which represented $56.8 million, or 8.6% of the Company’s total revenue for the year ended December 31, 2024. The vast majority of the Company’s revenue is derived primarily from our advertising customers and partners based on the volume of media transactions, or ads, that our software platform measures, and not from supply-side arrangements. In determining the remaining performance obligations, the Company applied the allowable practical expedient and did not disclose information about (1) contracts remaining performance obligations that have original expected durations of one year or less and (2) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

v3.25.0.1
Business Combinations
12 Months Ended
Dec. 31, 2024
Business Combinations  
Business Combinations

4. Business Combinations

Zentrick NV

On February 15, 2019, the Company acquired all of the outstanding stock of Zentrick NV ("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.

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.

Scibids Technology SAS

On August 14, 2023, the Company acquired all of the outstanding stock of Scibids Technology SAS (“Scibids”), a global leader in AI technology for digital campaign optimization. The acquisition combines DoubleVerify’s proprietary data with Scibids’ AI-powered optimization technology to provide advertiser customers with enhanced insights and control over their advertising performance.

The following table summarizes the components of the purchase price that constitutes the consideration transferred:

(in thousands)

    

Cash, net of cash acquired

$

66,940

Common stock issued in connection with the acquisition

 

52,937

Fair value of contingent consideration

1,193

Total

$

121,070

The fair value of the Company’s common stock issued (1,642 shares of common stock) as consideration in the transaction was determined on the basis of market prices of our common stock available on August 14, 2023, the trading day on the acquisition date.

The total purchase price of $121.1 million, net of cash acquired, includes measurement period adjustments of $0.3 million recorded during the year ended December 31, 2024. The effect of these adjustments on the preliminary purchase price allocation was a decrease to the purchase consideration of $0.3 million and a corresponding decrease recorded to Goodwill on the Consolidated Balance Sheets.

The purchase price included a performance-based deferred payment that has a total maximum payout of $25.0 million (“Scibids Contingent Payment”) and varied based upon the achievement of certain performance metrics in fiscal year 2023 (“Earn-Out Period”). If the performance metrics during the Earn-Out Period did not exceed a certain threshold, no payment would be made. The Scibids Contingent Payment was accounted for at fair value as contingent consideration in the business combination at the date of acquisition. Refer to Footnote 8, Fair Value Measurement, for details upon conclusion of the Earn-out Period on December 31, 2023.

The following table summarizes the final fair value of assets acquired and liabilities assumed as of the acquisition date:

(in thousands)

    

Acquisition Date

Assets:

Cash and cash equivalents

$

1,705

Trade receivables

 

5,197

Prepaid expenses

 

50

Other assets

1,382

Intangible assets:

 

Technology

 

18,000

Customer relationships

 

15,000

Total intangible assets

 

33,000

Goodwill

 

90,368

Total assets acquired

$

131,702

Liabilities:

 

  

Trade payables

$

530

Other liabilities

 

1,259

Deferred tax liability

 

7,138

Total liabilities assumed

 

8,927

Total purchase consideration

$

122,775

Cash acquired

(1,705)

Purchase consideration, net of cash acquired

$

121,070

The acquired intangible assets of Scibids will be 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 weighted-average useful life of the acquired intangible assets is 6.7 years. The Company recognized a deferred tax liability of $7.1 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 $1.3 million included in General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income for the year ended December 31, 2023.

The goodwill associated with Scibids 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 AI technology assets, as well as the ability to grow the Company through adding additional customer relationships or new solutions in the future.

The acquisition of Scibids was immaterial to the Company's Consolidated Financial Statements for the year ended December 31, 2023, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.

v3.25.0.1
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2024
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 January 1, 2023 through December 31, 2024:

(in thousands)

Goodwill as of January 1, 2023

    

$

343,011

Business combinations (Scibids)

90,668

Foreign exchange impact

 

2,329

Goodwill as of December 31, 2023

436,008

Measurement period adjustments

(300)

Foreign exchange impact

(8,087)

Goodwill as of December 31, 2024

$

427,621

The Company completed its analyses for each of the years ended December 31, 2024, 2023 and 2022 and determined that there was no impairment of Goodwill.

The following table summarizes the Company’s intangible assets and related accumulated amortization:

December 31, 2024

December 31, 2023

Gross 

Net

Gross 

Net

Carrying

Accumulated 

Carrying

Carrying

Accumulated 

Carrying

(in thousands)

    

Amount

    

Amortization

    

Amount

    

Amount

    

Amortization

    

Amount

Trademarks and brands

$

11,732

$

(5,966)

$

5,766

$

11,734

$

(5,140)

$

6,594

Customer relationships

159,919

(76,961)

82,958

161,173

(62,955)

98,218

Developed technology

91,556

(69,924)

21,632

93,013

(56,942)

36,071

Non-compete agreements

66

(66)

Total intangible assets

$

263,207

$

(152,851)

$

110,356

$

265,986

$

(125,103)

$

140,883

Amortization expense related to intangible assets amounted to $28.7 million, $28.1 million, and $25.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Estimated future expected amortization expense of intangible assets as of December 31, 2024 is as follows:

(in thousands)

    

2025

$

26,524

2026

 

21,770

2027

 

17,915

2028

14,859

2029

 

12,507

Thereafter

 

16,781

Total

$

110,356

The weighted-average remaining useful life by major asset classes as of December 31, 2024 is as follows:

    

(In years)

Trademarks and brands

8

Customer relationships

6

Developed technology

 

1

There were no impairments of Intangible assets identified during the years ended December 31, 2024, 2023 and 2022.

v3.25.0.1
Property, Plant and Equipment, net
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment, net  
Property, Plant and Equipment, net

6. Property, Plant and Equipment, net

Property, plant and equipment, net, including equipment under finance lease obligations and capitalized software development costs, consisted of the following:

As of December 31, 

(in thousands)

    

2024

    

2023

Computers and peripheral equipment

$

27,552

$

25,013

Office furniture and equipment

 

4,943

 

3,170

Leasehold improvements

 

36,757

 

32,595

Capitalized software development costs

 

55,131

 

35,039

Less accumulated depreciation and amortization

 

(54,188)

 

(37,797)

Total property, plant and equipment, net

$

70,195

$

58,020

For the years ended December 31, 2024, 2023 and 2022 total depreciation expense was $16.5 million, $12.8 million and $9.2 million, respectively.

Property and equipment under finance lease obligations, consisting of computer equipment, totaled $17.8 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, accumulated depreciation related to property and equipment under finance lease obligations totaled $15.0 million and $12.9 million, respectively, refer to Footnote 7, Leases.

During the year ended December 31, 2022, the Company disposed of certain office furniture, equipment and leasehold improvements resulting in a loss on disposal of $1.4 million. The fixed asset disposals relate primarily to the transfer of fixed assets in a sublease office arrangement and the abandonment of fixed assets no longer in use. The loss on disposal was recorded in General and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.

There were no impairments of Property, plant and equipment identified during the years ended December 31, 2024, 2023 and 2022.

v3.25.0.1
Leases
12 Months Ended
Dec. 31, 2024
Leases  
Leases

7. Leases

The following table presents lease cost and cash paid for amounts included in the measurement of lease liabilities for finance and operating leases for the years ended December 31, 2024, 2023 and 2022, respectively:

    

Year Ended December 31, 

(in thousands)

2024

2023

2022

Lease cost:

Operating lease cost (1)

$

11,463

$

10,359

$

10,922

Finance lease cost

Depreciation of finance lease assets (2)

2,098

1,770

1,191

Interest on finance lease liabilities (3)

212

223

139

Short-term lease cost (1)

1,208

1,058

1,080

Sublease income (1)

(978)

(622)

Total lease cost

$

14,981

$

12,432

$

12,710

 

 

 

Other information:

Cash paid for amounts included in the measurement of lease liabilities

Operating cash outflows from operating leases

$

10,471

$

7,641

$

5,367

Operating cash outflows from finance leases

$

240

$

155

$

132

Financing cash outflows from finance leases

$

2,475

$

2,314

$

1,924

(1)Included in Cost of revenue, Sales, marketing and customer support, Product development and General and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.
(2)Included in Depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.
(3)Included in Interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.

The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of December 31, 2024 and 2023, respectively:

    

Year Ended December 31, 

2024

2023

Weighted-average remaining lease term - operating leases (in years)

 

11.8

13.6

Weighted-average remaining lease term - finance leases (in years)

 

1.4

2.2

Weighted-average discount rate - operating leases

4.8%

4.6%

Weighted-average discount rate - finance leases

 

5.5%

5.3%

Maturities of lease liabilities as of December 31, 2024 are as follows:

    

December 31, 2024

(in thousands)

Operating Leases

Finance Leases

2025

$

11,763

$

2,649

2026

 

10,750

 

819

2027

 

10,123

 

2028

 

8,878

 

2029

 

8,713

 

Thereafter

67,153

Total lease payments

 

117,380

 

3,468

Less amount representing interest

 

(29,035)

 

(144)

Present value of total lease payments

$

88,345

$

3,324

As of December 31, 2024, the Company has entered into additional international office space leases that have not yet commenced with contractual commitments of $1.7 million. These operating leases will commence in fiscal year 2025 with lease terms of one to three years.

There were no impairments of Operating lease right-of-use assets identified during the years ended December 31, 2024 and 2023, respectively.

During the year ended December 31, 2022, the Company entered into an agreement to sublease its leased office space located in New York, NY (“Sublease Transaction”) as the Company transitioned into a new headquarters. The sublease triggered an Operating lease right-of-use asset impairment of $1.5 million recorded in General and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income. The fair value of the Operating lease right-of-use asset was determined as of May 27, 2022 using the transaction price per the Sublease Transaction executed agreement. The fair value measurement represents a Level 1 input.

v3.25.0.1
Fair Value Measurement
12 Months Ended
Dec. 31, 2024
Fair Value Measurement  
Fair Value Measurement

8. Fair Value Measurement

The following tables present the Company’s financial instruments that are measured at fair value on a recurring basis:

As of December 31, 2024

Quoted Market

Prices in Active

Significant

Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

 Inputs

Total Fair Value 

(in thousands)

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Measurements

Assets:

  

  

  

  

Cash equivalents

$

67,645

$

$

$

67,645

Short-term investments

$

17,805

$

$

$

17,805

As of December 31, 2023

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:

$

61,463

$

$

$

61,463

Cash equivalents consisted of treasury bills with original maturities at the date of purchase of three months or less and money market funds for a total of $67.6 million and $61.5 million as of December 31, 2024 and 2023, respectively.

Short-term investments consisted of treasury bills and treasury notes of $17.8 million as of December 31, 2024. As of December 31, 2024, all of the Company’s Short-term investments are contractually due within one year.

As of December 31, 2024 and 2023, the amortized cost of the Company’s treasury bills and treasury notes approximated fair value. The Company did not record any unrealized gains, unrealized losses, or credit losses for the years ended December 31, 2024 and 2023.

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.

There was no activity for contingent consideration during the year ended December 31, 2024. Rollforward of the fair value measurements of the contingent consideration categorized with Level 3 inputs for the years ended December 31, 2023 and 2022 is as follows:

(in thousands)

    

Balance as of January 1, 2022

$

1,717

Payments during the year

(1,717)

Balance as of December 31, 2022

    

Fair value at date of acquisition

 

1,193

Fair value adjustments

(1,193)

Balance as of December 31, 2023

$

As described in Footnote 4, Business Combinations, on February 16, 2022, pursuant to the terms of the Zentrick Early Termination Agreement, the Company paid the remaining balance of the contingent consideration referred to as the Zentrick Deferred Payment Terms.

The fair value of contingent consideration from the Scibids Contingent Payment related to the achievement of certain performance metrics have been estimated using a Black-Scholes option pricing model. As of the acquisition date, forecasted amounts for the Earn-Out Period were taken and discounted to the valuation date using a risk adjusted discount rate of 11.3%. Additional significant assumptions include volatility of 25.0% and operating leverage of 160%. Volatility was estimated based on asset volatilities of comparable companies, which were calculated based on observed equity volatilities, adjusted for financial leverage using the Merton Model. Operating leverage of the seller was calculated as the ratio of the present value of the forecasted fixed cost and EBITDA.

The Earn-out Period concluded on December 31, 2023. For the year-ended December 31, 2023, there was a decrease in fair value of $1.2 million recorded as a gain in Other income, net in the Consolidated Statements of Operations and Comprehensive Income in relation to the Scibids Contingent Payment. The decrease in fair value was due to the actual performance metrics during the Earn-out Period not exceeding a certain threshold.

v3.25.0.1
Long-term Debt
12 Months Ended
Dec. 31, 2024
Long-term Debt.  
Long-term Debt

9. Long-term Debt

On August 12, 2024, DoubleVerify Inc., as borrower (the “Borrower”) and DoubleVerify Midco, Inc. (“Midco”), as holdings (“Holdings”), entered into a credit agreement with the banks and other financial institutions party thereto, as lenders and letter of credit issuers, and JPMorgan Chase Bank, N.A., as administrative agent, letter of credit issuer and swing lender (the “Credit Agreement”), to provide for a new senior secured revolving credit facility (the “New Revolving Credit Facility”) in an aggregate principal amount of $200.0 million (with a letter of credit facility of up to a $20.0 million sublimit), which matures on August 12, 2029 (the “Revolving Termination Date”). Subject to certain terms and conditions, the Borrower is entitled to request incremental facilities (including term, revolving and/or letter of credit facilities).

The New Revolving Credit Facility replaces in full the Company’s prior senior secured revolving credit facility provided under the Second Amended and Restated Credit Agreement, dated as of October 1, 2020 as amended by the First Amendment, dated as March 29, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified (the “Prior Revolving Credit Facility”).

The loans under the New Revolving Credit Facility, at the Borrower's option, bear interest at either a Secured Overnight Financing Rate (“SOFR”) or an Alternate Base Rate (“ABR”). In the case of SOFR loans, for each day during each interest period with respect thereto, a rate per annum equal to Term SOFR (as defined in the Credit Agreement) determined for such day plus an applicable margin ranging from 2.00% to 2.75% per annum (depending on the total net leverage ratio of Holdings and its subsidiaries (the “Credit Group”)). In the case of ABR loans, a rate per annum equal to ABR (as defined in the Credit Agreement) plus an applicable margin ranging from 1.00% to 1.75% per annum (depending on the total net leverage ratio of the Credit Group). The Term SOFR rate is subject to a “floor” of 0.00% per annum. The New Revolving Credit Facility is payable in monthly or quarterly installments for interest, with the principal balance due in full at the Revolving Termination Date, subject to customary events of default as defined by the Credit Agreement.

The New Revolving Credit Facility bears a commitment fee ranging from 0.25% to 0.35% per annum (depending on the total net leverage ratio of the Credit Group), payable quarterly in arrears commencing on April 15, 2025 and on the fifteenth day following the last day of each calendar quarter occurring thereafter prior to the Revolving Termination Date, and on the Revolving Termination Date, based on the utilization of the New Revolving Credit Facility, and customary letter of credit fees.

The New Revolving Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: paying dividends or purchasing, redeeming or retiring capital stock; granting liens; incurring or guaranteeing additional debt; making investments and acquisitions; entering into transactions with affiliates; entering into any merger, consolidation or amalgamation or disposing of all or substantially all property or business; and disposing of property, including issuing capital stock.

All obligations under the New Revolving Credit Facility are guaranteed by the Company pursuant to the guarantee agreement (the “Guarantee Agreement”) made by the Company in favor of JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement. The obligations are also guaranteed by Midco, Ad-Juster, Inc. and Outrigger Media, Inc., and secured by a first priority perfected security interest in substantially all of the assets (subject to customary exceptions) of Midco, the Borrower, Ad-Juster, Inc. and Outrigger Media, Inc. (but not the Company).

The Credit Agreement requires the Credit Group to remain in compliance with a maximum total net leverage ratio of 4.50x as at the last day of each fiscal quarter. Such requirement will commence with the fiscal quarter ending March 31, 2025.

During the three months ended March 31, 2023, the Company borrowed and repaid $50.0 million on the Prior Revolving Credit Facility. As of December 31, 2024 and 2023, there was no outstanding debt under the New Revolving Credit Facility or the Prior Revolving Credit Facility, respectively.

v3.25.0.1
Income Tax
12 Months Ended
Dec. 31, 2024
Income Tax  
Income Tax

10. Income Tax

The components of income before income tax provision were as follows:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Domestic

$

65,774

$

91,018

$

54,162

Foreign

 

23,016

 

4,859

 

5,206

Income before income taxes

$

88,790

$

95,877

$

59,368

Income tax provision was as follows:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Current

 

  

 

  

 

  

Federal

$

31,492

$

35,225

$

20,599

State

 

16,893

 

12,848

 

14,435

Foreign

 

5,798

 

1,399

 

711

Total current tax provision

$

54,183

$

49,472

$

35,745

Deferred

 

  

 

  

 

  

Federal

$

(16,154)

$

(17,694)

$

(15,467)

State

 

(4,451)

 

(6,806)

 

(4,324)

Foreign

 

(1,019)

 

(561)

 

146

Total deferred tax benefit

$

(21,624)

$

(25,061)

$

(19,645)

Income tax provision

$

32,559

$

24,411

$

16,100

A reconciliation of the statutory U.S. income tax rate to the effective income tax rate was as follows:

Year Ended December 31, 

 

    

2024

    

2023

    

2022

 

Statutory federal tax rate

 

21.0

%  

21.0

%

21.0

%

State taxes

 

10.0

5.1

9.7

Tax credits

 

(4.8)

(2.1)

(5.6)

Foreign tax effects

 

2.5

0.5

0.2

Non‑deductible items and other

 

0.4

0.4

1.5

Changes in tax reserves

 

(0.8)

1.7

Provision to return adjustment

 

(0.9)

1.7

(1.2)

Transaction costs

0.1

0.3

Global Intangible Low Tax Income

 

3.2

1.1

1.0

Foreign-Derived Intangible Income

(2.1)

(2.9)

Non-deductible officers' compensation

4.0

1.8

2.7

Stock-based compensation

 

3.1

(0.5)

(3.9)

Effective tax rate

 

36.5

%  

25.6

%  

27.1

%

Income Tax Provision

The Company’s effective tax rate for the year ended December 31, 2024 was higher than the U.S. federal statutory income tax rate primarily due to the impact of state tax effects and other permanent book-tax differences, including non-deductible executive compensation and stock-based compensation. For the year ended December 31, 2023, 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 foreign tax effects. For the year ended December 31, 2022, 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 foreign taxes and other permanent book-tax differences including non-deductible executive compensation and stock-based compensation.

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, 2024 and 2023:

As of December 31, 

(in thousands)

    

2024

    

2023

Deferred tax assets:

 

  

 

  

Allowance for doubtful accounts

$

1,762

$

2,327

Accrued expenses and other

 

4,295

 

5,271

Stock compensation

10,089

6,140

Capitalized costs

42,841

31,542

Lease liability

21,468

21,071

Net operating losses

 

2,873

 

3,719

Gross deferred tax assets

 

83,328

 

70,070

Valuation allowance

 

(636)

 

(636)

Net deferred tax assets

$

82,692

$

69,434

Deferred tax liabilities:

 

  

 

  

ROU asset

$

(15,771)

$

(15,464)

Purchased intangibles

(30,110)

(38,360)

Depreciation and amortization

 

(9,832)

 

(10,652)

Total deferred tax liabilities

 

(55,713)

 

(64,476)

Net deferred tax asset

$

26,979

$

4,958

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.

Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer immediately deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The mandatory capitalization requirement temporarily increases our deferred tax assets and cash tax liabilities.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act which, among other changes, imposes a 15% corporate alternative minimum tax (“CAMT”) and a 1% excise tax on stock repurchases. The CAMT is effective for tax years beginning after December 31, 2022, but the CAMT has not had an effect upon the Company through December 31, 2024. The excise tax on stock repurchases applies to stock repurchases occurring after December 31, 2022.

Tax Valuation Allowance

The Company’s deferred tax assets and liabilities are primarily connected to purchased intangibles, book to tax differences in depreciation and amortization, capitalized R&D costs, 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, 2024, (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 on a small amount of foreign capital losses and US tax loss carryforwards that are subject to specific usage limitations.

Net Operating Loss and Credit Carryforwards

As of December 31, 2024, the Company had a Federal net operating loss carryforward of approximately $5.3 million and a state net operating loss carryforward of approximately $4.9 million. Of these carryforwards, there were approximately $3.4 million of Federal net operating losses, of which $0.6 million 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, 2024, the Company had approximately $6.1 million of German net operating losses that were acquired with the Meetrics acquisition in 2021 and approximately $1.0 million of French net operating losses that were acquired with the Scibids acquisition in 2023. The remaining aggregate amount of foreign loss carryover is not significant as of December 31, 2024. 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 $0.6 million and $3.4 million of Federal and state net operating loss carryforwards, respectively, in 2024. 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, 2021 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 (“IRS”) or another taxing jurisdiction.

The Company and its subsidiaries file income tax returns with the IRS in various state and international jurisdictions. The Company’s Israeli subsidiary recently concluded an audit by the Israeli Tax Authority for the 2021 and later tax years. The audit was resolved in 2024 with an income tax assessment of $0.6 million additional tax due. Also, the audit by the Commonwealth of Massachusetts for the Company’s U.S. subsidiary for the 2019 and 2020 tax years was resolved in 2024 with an assessment of $0.1 million additional tax due. Aside from the aforementioned, the Company is not currently under audit in any other 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 $2.7 million as of December 31, 2024 and 2023, respectively. The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate are $2.2 million and $2.3 million as of December 31, 2024 and 2023, respectively, and include the federal tax benefit of state deductions. The Company anticipates that an R&D credit unrecognized tax benefit will reverse during the next year due to the expiration of statutes of limitation.

Changes in the Company’s unrecognized tax benefits were as follows:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

Beginning balance

$

2,690

$

3,415

Increase related to tax positions of prior years

 

287

 

62

Increase related to tax positions of the current year

 

433

 

250

Decrease due to lapse in statutes of limitations

(759)

(1,037)

Ending balance

$

2,651

$

2,690

v3.25.0.1
Employee Contribution Plan
12 Months Ended
Dec. 31, 2024
Employee Contribution Plan  
Employee Contribution Plan

11. 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 based on contributions made to the plan at the Company’s discretion and were $3.0 million, $2.5 million and $1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

v3.25.0.1
Earnings Per Share
12 Months Ended
Dec. 31, 2024
Earnings Per Share  
Earnings Per Share

12. Earnings Per Share

The following table reconciles the numerators and denominators used in computations of the basic and diluted EPS:

Year Ended December 31, 

    

2024

    

2023

    

2022

Numerator:

 

  

 

  

 

  

Net Income (basic and diluted)

$

56,231

$

71,466

$

43,268

Denominator:

 

 

 

Weighted‑average common shares outstanding

 

170,515

 

167,803

 

163,882

Dilutive effect of stock based awards

 

4,561

 

5,632

 

6,873

Weighted‑average dilutive shares outstanding

 

175,076

 

173,435

 

170,755

Basic earnings per share

$

0.33

$

0.43

$

0.26

Diluted earnings per share

$

0.32

$

0.41

$

0.25

Approximately 4.0 million, 7.7 million, and 5.1 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation for the years ended December 31, 2024, 2023 and 2022, respectively, because they were antidilutive.

v3.25.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Stock-Based Compensation  
Stock-Based Compensation

13. 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, performance 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.

Stock Options

Options become exercisable subject to vesting schedules up to four years from the date of the grant and subject to certain timing restrictions upon an employee’s separation of service and no later than 10 years after the grant date.

A summary of stock option activity as of and for the year ended December 31, 2024 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, 2024

 

9,992

$

17.01

 

6.91

$

197,598

Options granted

 

 

 

Options exercised

 

(531)

6.25

 

 

Options forfeited

 

(90)

30.38

 

 

Outstanding as of December 31, 2024

 

9,371

$

17.49

 

5.93

$

57,646

Options expected to vest as of December 31, 2024

 

1,503

$

26.81

 

7.72

$

1

Options exercisable as of December 31, 2024

 

7,822

$

15.65

 

5.57

$

57,645

Stock options include grants to executives that contain both market-based and performance-based vesting conditions. There were no stock options granted that contain both market-based and performance-based vesting conditions during the year ended December 31, 2024. During the year ended December 31, 2024, 97 stock options were exercised and 1,276 market-based and performance-based stock options remain outstanding as of December 31, 2024.

There were no stock options granted during the year ended December 31, 2024. The weighted average grant date fair value of options granted for the years ended December 31, 2023 and 2022 was $12.57 and $12.09, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $10.8 million, $75.6 million and $34.3 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:

    

2024

    

2023

    

2022

Risk‑free interest rate (percentage)

 

 

3.6

 

2.0 - 3.7

Expected term (years)

 

 

6.1

 

6.1

Expected dividend yield (percentage)

 

 

 

Expected volatility (percentage)

 

 

46.5

 

42.8 - 46.0

The Company’s board of directors (the “Board”) did not declare or pay dividends on any Company stock during the years ended December 31, 2024, 2023 and 2022.

RSUs

RSUs are subject to vesting schedules up to four years from the date of the grant and subject to certain restrictions upon employee separation.

A summary of RSUs activity as of and for the year ended December 31, 2024 is as follows:

RSUs

Weighted 

Average Grant 

Number of 

Date Fair 

    

Shares

    

Value

Outstanding as of January 1, 2024

4,720

$

28.03

Granted

3,402

30.10

Vested

(2,197)

29.16

Forfeited

(440)

29.86

Outstanding as of December 31, 2024

 

5,485

$

28.71

The total grant date fair value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was $64.1 million, $37.6 million and $35.3 million, respectively.

The weighted average grant date fair value of RSUs granted during the years ended December 31, 2023 and 2022 was $28.19 and $24.75, respectively.

PSUs

PSUs are subject to vesting and performance periods of up to approximately three years from the date of the grant.

A summary of PSUs activity as of and for the year ended December 31, 2024 is as follows:

PSUs

Weighted 

Average Grant 

Number of 

Date Fair 

    

Shares (1)

    

Value

Outstanding as of January 1, 2024

480

$

41.31

Granted

186

41.28

Vested

Forfeited

(11)

37.92

Performance adjustments

(263)

38.92

Outstanding as of December 31, 2024

 

392

$

43.00

(1) For awards for which the performance period is complete, the number of outstanding PSUs is based on the actual shares that will vest upon completion of the service period. For awards for which the performance period is not yet complete, the number of outstanding PSUs is based on the participants earning 100% of their target PSUs.

The weighted average grant date fair value of PSUs granted during the year ended December 31, 2023 was $41.31.

The fair market value of TSR PSUs granted for the years presented has been estimated on the grant date using the Monte Carlo Simulation model with the following assumptions:

    

2024

    

2023

Risk‑free interest rate (percentage)

 

3.9 - 4.1

 

3.9 - 4.1

Expected dividend yield (percentage)

 

 

Expected volatility (percentage)

 

46.7

 

46.7

Stock-based Compensation Expense

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

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Product development

$

34,802

$

22,955

$

15,030

Sales, marketing and customer support

 

27,804

 

18,299

 

14,265

General and administrative

 

28,052

 

17,990

 

13,012

Total stock‑based compensation

$

90,658

$

59,244

$

42,307

As of December 31, 2024, unrecognized stock-based compensation expense was $161.9 million, which is expected to be recognized over a weighted-average period of 1.3 years.

ESPP

In March 2021, the Board approved the Company’s 2021 ESPP. 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 issuance 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. The ESPP is available to most of the Company’s employees. The current offering period began on December 1, 2024 and will end on May 31, 2025. 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 are generally eligible to participate in the ESPP if they 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 eligible 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. Employees are required to hold shares purchased for minimum of six months following the purchase date. 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. Stock-based compensation expense related to ESPP totaled $1.1 million, $0.8 million and $0.6 million for years ended December 31, 2024, 2023 and 2022, respectively.

v3.25.0.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2024
Stockholders' Equity  
Stockholders' Equity

14. Stockholders’ Equity

The Company had 1,000,000 shares of authorized common stock, par value $0.001 per share, as of December 31, 2024 and 2023. Holders of the Company’s common stock are entitled: (1) to cast one vote for each share held of record on all matters submitted to a vote of the stockholders; (2) to receive, on a pro rata basis, dividends and distributions, if any, that the Board of Directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and (3) upon the Company’s liquidation, dissolution or winding-up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock.  The Company’s ability to pay dividends on its common stock is subject to the discretion of the Board of Directors.

The Company had 100,000 shares of authorized preferred stock, par value $0.01 per share. Because the Board of Directors has the power to establish the preferences and rights of the shares of any additional series of preferred stock, it may afford holders of any preferred stock preferences, powers and rights, including voting and dividend rights, senior to the rights of holders of the Company’s common stock. The Company did not issue any preferred stock during the years ended December 31, 2024 and 2023. There are no outstanding shares of preferred stock as of December 31, 2024 and 2023.

Repurchase Program

On May 16, 2024, the Company announced that the Board authorized the repurchase of up to $150.0 million of the Company’s outstanding common stock (the “Repurchase Program”). Under the Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion.

During the year ended December 31, 2024, the Company repurchased 6.8 million shares of its common stock for an aggregate repurchase amount of $128.0 million under the Repurchase Program, which included immaterial amounts of broker commissions. The repurchase amounts included in the Consolidated Statements of Stockholders’ Equity includes immaterial amounts related to the 1% excise tax on share repurchases, net of share issuances, as a result of the Inflation Reduction Act of 2022 (“IRA”). As of December 31, 2024, $22.1 million remained available and authorized for repurchase under the Repurchase Program. Activity under the Repurchase Program was recognized in the Consolidated Balance Sheets on a trade-date basis. Refer to Footnote 18, Subsequent Events, for further information.

New Repurchase Program

On November 6, 2024, the Company announced that the Board authorized the repurchase of up to $200.0 million of the Company’s outstanding common stock (the “New Repurchase Program”), which amount is in addition to the initial Repurchase Program previously approved by the Board in May 2024. Under the New Repurchase Program, the Company may repurchase for cash from time to time shares of its common stock through open market purchases pursuant to Rule 10b-18 and/or Rule 10b5-1 plans, in compliance with applicable securities laws and other legal requirements. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares, has no time limit, and may be modified, suspended, or discontinued at any time at the Company’s discretion.

As of December 31, 2024, $200.0 million remained available and authorized for repurchase under the New Repurchase Program.

v3.25.0.1
Supplemental Financial Statement Information
12 Months Ended
Dec. 31, 2024
Supplemental Financial Statement Information  
Supplemental Financial Statement Information

15. Supplemental Financial Statement Information

Accrued Expenses

Accrued expenses as of December 31, 2024 and 2023 were as follows:

As of December 31, 

(in thousands)

    

2024

    

2023

Vendor payments

$

10,272

$

6,286

Employee commissions and bonuses

 

24,465

 

20,809

Payroll and other employee related expense

 

10,938

 

10,602

401k and pension expense

 

3,486

 

2,982

Other taxes

 

5,371

 

3,585

Total accrued expense

$

54,532

$

44,264

Other Income, Net

The components of Other income, net recorded in the Consolidated Statements of Operations and Comprehensive Income were as follows:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Interest income

$

(12,744)

$

(10,841)

$

(2,305)

Change in fair value of contingent consideration

 

 

(1,193)

 

Foreign currency exchange loss

5,324

855

1,102

Other miscellaneous income, net

 

(68)

 

(37)

 

(46)

Other income, net

$

(7,488)

$

(11,216)

$

(1,249)

v3.25.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies.  
Commitments and Contingencies

16. Commitments and Contingencies

Contingencies

Litigation

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. The Company records liabilities for contingencies including legal costs when it is probable that a liability has been incurred and when the amount can be reasonably estimated. Legal costs are expensed as incurred. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.

v3.25.0.1
Segment Information
12 Months Ended
Dec. 31, 2024
Segment Information  
Segment Information

17. Segment Information

The Company’s CODM, the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. The CODM primarily uses consolidated net income as the measure of segment profit or loss in assessing performance by comparing current results to prior periods and making decisions such as resource allocations related to operations.

The CODM is provided with the segment expenses included in consolidated Net income and reflected in the Consolidated Statements of Operations and Comprehensive Income, and in the accompanying Notes to Consolidated Financial Statements, to manage the Company’s operations.

Property and equipment, net (excluding capitalized software development costs) and Operating lease right-of-use assets, net presented by principal geographic area, were as follows:

As of December 31, 

(in thousands)

    

2024

    

2023

United States

$

87,427

$

93,248

International

 

21,645

 

6,676

Total

$

109,072

$

99,924

The Company has not disclosed certain geographic information pertaining to revenues 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.

v3.25.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events  
Subsequent Events

18. Subsequent Events

In January 2025, the Company repurchased 1.1 million shares of its common stock for an aggregate repurchase amount of $22.2 million, which included immaterial amounts of broker commissions. As of February 27, 2025, the $150.0 million authorized for repurchase under the Repurchase Program was fully utilized and $200.0 million remained available and authorized for repurchase under the New Repurchase Program.

On February 26, 2025, the Company announced an agreement to acquire Rockerbox, Inc. ("Rockerbox") for $85.0 million in cash, subject to customary adjustments. Rockerbox’s unified marketing measurement platform provides actionable insights powered by Multi-Touch Attribution, Media Mix Modeling and Incrementality Testing solutions.

v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net Income (Loss) $ 56,231 $ 71,466 $ 43,268
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Cybersecurity Risk Management and Strategy

We have a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is integrated into and serves as an important component of our overall enterprise risk management program, and utilizes cross-functional teams to proactively assess risk and ensure that security controls are built-in prior to deployment.

Our cyber risk management program is informed by recognized standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework (“CSF”), the International Organization Standardization (“ISO”) 27001:2013 Information Security Management System Requirements and the AICPA Trust Services Criteria, which are independently validated and attested via our SOC 2 Type II report.

Our cybersecurity risk management program includes:

risk assessments designed to assess, identify and manage material cybersecurity risks to our critical systems, information, solutions, and our broader IT environment;
an incident response plan;
vulnerability management, penetration testing, tabletop exercises and ongoing threat intelligence;
the use of third-parties, where appropriate, to engage in penetration testing, conduct audits of our systems and engage in monitoring;
enterprise-wide cybersecurity awareness training; and
a third-party risk management process for vendors.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]

We have a cybersecurity risk management program designed to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is integrated into and serves as an important component of our overall enterprise risk management program, and utilizes cross-functional teams to proactively assess risk and ensure that security controls are built-in prior to deployment.

Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

Cybersecurity Governance

Cybersecurity is an important part of our risk management processes and an area of focus for the Board of Directors of DoubleVerify (the “Board”) and management. Our Board as a whole has responsibility for overseeing our risk management program. The Board exercises this oversight responsibility directly and through its committees. The Board has primary responsibility for evaluating strategic and operational risk management, including cybersecurity risk management, and has delegated to the Audit Committee of the Board (the “Audit Committee”) oversight of the adequacy and effectiveness of the Company’s information and technology security policies as well as the internal controls regarding information and technology security, cybersecurity and privacy related areas. The Audit Committee also oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives reports from management at least quarterly on a broad range of relevant topics, which include cybersecurity risks attendant to our business, recent developments in the cybersecurity landscape and practice, third-party and independent reviews, benchmarking and resource allocation, among other topics. In addition, management updates the Audit Committee regarding material or potentially material cybersecurity incidents. The Audit Committee provides reports to the full Board regarding these and other matters at least quarterly. The full Board also receives periodic briefings from management on our information security organization and risk management programs.

The Company’s Chief Information Security Officer reports to our Chief Information Officer and leads the Company’s cybersecurity team. This team is principally responsible for managing the Company’s cybersecurity risk management program, in cross-functional partnership with business leaders across the Company, reporting cybersecurity risks and incidents, among other things, to the Audit Committee, and supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants. Collectively, our cybersecurity team has decades of experience managing cybersecurity risk worldwide and members hold accreditations such as the Certified Information Systems Security Professional, Certified Ethical Hacker and Certified Information Security Manager certifications.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Audit Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] The Board has primary responsibility for evaluating strategic and operational risk management, including cybersecurity risk management, and has delegated to the Audit Committee of the Board (the “Audit Committee”) oversight of the adequacy and effectiveness of the Company’s information and technology security policies as well as the internal controls regarding information and technology security, cybersecurity and privacy related areas. The Audit Committee also oversees management’s implementation of our cybersecurity risk management program.
Cybersecurity Risk Role of Management [Text Block]

The Company’s Chief Information Security Officer reports to our Chief Information Officer and leads the Company’s cybersecurity team. This team is principally responsible for managing the Company’s cybersecurity risk management program, in cross-functional partnership with business leaders across the Company, reporting cybersecurity risks and incidents, among other things, to the Audit Committee, and supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants. Collectively, our cybersecurity team has decades of experience managing cybersecurity risk worldwide and members hold accreditations such as the Certified Information Systems Security Professional, Certified Ethical Hacker and Certified Information Security Manager certifications.

Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] The Company’s Chief Information Security Officer reports to our Chief Information Officer and leads the Company’s cybersecurity team. This team is principally responsible for managing the Company’s cybersecurity risk management program, in cross-functional partnership with business leaders across the Company, reporting cybersecurity risks and incidents, among other things, to the Audit Committee, and supervising both our internal cybersecurity personnel and our retained external cybersecurity consultants.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] our cybersecurity team has decades of experience managing cybersecurity risk worldwide and members hold accreditations such as the Certified Information Systems Security Professional, Certified Ethical Hacker and Certified Information Security Manager certifications.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

The Audit Committee receives reports from management at least quarterly on a broad range of relevant topics, which include cybersecurity risks attendant to our business, recent developments in the cybersecurity landscape and practice, third-party and independent reviews, benchmarking and resource allocation, among other topics. In addition, management updates the Audit Committee regarding material or potentially material cybersecurity incidents. The Audit Committee provides reports to the full Board regarding these and other matters at least quarterly. The full Board also receives periodic briefings from management on our information security organization and risk management programs.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies  
Basis of Preparation and Principles of Consolidation

Basis of Preparation and Principles of Consolidation

The accompanying 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.

Use of Estimates and Judgments in the Preparation of the 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, operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease, income taxes, the valuation and recoverability of goodwill and intangible assets, the assessment of potential loss from contingencies, assumptions in valuing acquired assets and liabilities assumed in business combinations, the allowance for doubtful accounts, and assumptions used in determining the fair value of stock-based compensation. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. These estimates are based on the information available as of the date of the 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 segment. Refer to Footnote 17, Segment Information, for further information.

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 Trade receivables, net of allowances for doubtful accounts, Short-term investments, Prepaid expenses and other current assets, Trade payables, 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 loss, net of income taxes and is included in the Consolidated Statements of Stockholders’ Equity.

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 treasury bills, treasury notes, money market funds and savings accounts to reduce its exposure to market risk.

Short-term Investments

Short-term Investments

Debt Securities

The Company’s accounting for debt securities varies depending on the legal form of the security, our intended holding period for the security, and the nature of the transaction. Investments in marketable debt securities include U.S. treasury bills and U.S. treasury notes. The Company considers all of its marketable debt securities as available for use in current operations and, therefore, classifies these securities as Short-term investments on the Consolidated Balance Sheets. Marketable debt securities are classified as available-for-sale and are initially recorded at fair value. Unrealized gains and losses related to available-for-sale debt securities are recorded as a separate component of Other comprehensive income, net of tax on the Consolidated Statements of Operations and Comprehensive Income until realized. Interest on marketable debt securities classified as available-for-sale is included as a component of Other income, net on the Consolidated Statements of Operations and Comprehensive Income. Refer to Footnote 8, Fair Value Measurement, for further information.

The Company accounts for credit losses on available-for-sale debt securities in accordance with Accounting Standards Codification (“ASC”) 326, “Financial Instruments - Credit Losses” (“ASC 326”). The Company uses ASC 326 to assess the investment portfolio for impairment at the individual security level and evaluates all securities in an unrealized loss position to determine if the impairment is credit related (realized loss recorded in earnings) or non-credit related (unrealized loss).

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, net of allowances for doubtful accounts on the Consolidated Balance Sheets are unbilled receivable balances which have not yet been invoiced. The Company bills trade receivables one month in arrears.

The Company utilizes an expected loss methodology for its trade receivables and the related allowance for doubtful accounts. In addition, the Company continues to evaluate 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.

Write-offs of trade receivables 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.

The following table presents changes in the trade receivables allowance for doubtful accounts:

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Beginning balance

$

9,442

$

8,893

$

6,527

Add: bad debt expense

 

4,993

 

10,075

 

5,033

Less: write offs, net of recoveries

 

(5,432)

 

(9,526)

 

(2,667)

Ending balance

$

9,003

$

9,442

$

8,893

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

Restricted Cash

Restricted cash represents amounts pledged as collateral for certain agreements with third parties. Upon satisfying the terms of the relevant agreements, the funds are expected to be released and available for use by the Company. Restricted cash is recorded in the Consolidated Balance Sheets in Prepaid expenses and other current assets or Other non-current assets, depending on if such funds will be released and available for use by the Company within the next twelve months.

As of December 31, 2024 and 2023, the Company had less than $0.1 million and $0.1 million of restricted cash, respectively, recorded in Prepaid expenses and other current assets.

As of December 31, 2024, the Company had $0.9 million of restricted cash recorded in Other non-current assets. As of December 31, 2023, the Company had no restricted cash recorded in Other non-current assets.

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:

Computers and peripheral equipment

    

3 - 5 years

Office furniture and equipment

4 - 7 years

Leasehold improvements

 

Remaining lease term

Assets under finance leases are recorded at their net present value at the inception of the lease. Assets under finance 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, which includes stock-based compensation, 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, 2024 and 2023, the Company capitalized $20.3 million and $14.5 million in internal-use software cost, respectively. Amortization expense was $9.8 million, $7.3 million, and $5.5 million on capitalized internal-use software costs during the years ended December 31, 2024, 2023 and 2022, respectively. This is included within Depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Income.

Leases

Leases

The Company has operating and financing leases for corporate offices, data centers, and certain equipment. The Company determines if an arrangement is a lease at inception and does not recognize a right-of-use (“ROU”) asset or lease liability with a term shorter than 12 months. Additionally, the Company does not separate lease components from non-lease components for the specified asset classes. 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 not yet paid over the lease term. The lease term includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised.

As the rate implicit for each of the Company’s leases is not readily determinable, the Company uses an incremental borrowing rate, based on the information available on the lease commencement date in determining the present value of lease payments not yet paid. The Company applies the portfolio approach in determining the incremental borrowing rate for each lease. The incremental borrowing rate for United States dollar denominated leases was calculated by considering current market yields and the Company’s existing debt rates to determine a yield. In order to assess a premium or discount for the lease tenor and develop an incremental borrowing rate curve, the analysis compared the Company’s existing debt yield to the appropriate market yield curve corresponding to the estimated secured credit rating of the Company. The curve one notch higher was used as the incremental borrowing rate focuses on secured borrowing rates, which tend to carry higher credit ratings when issued, in addition to calculating differences in expected recovery rates between secured and unsecured obligations. The corporate yield curve was adjusted based on the Company’s implied incremental borrowing rate premium or discount at each tenor to reach a concluded incremental borrowing rate curve. Using the calculated United States dollar incremental borrowing rate, the international incremental borrowing rates were determined by adjusting for specific country risk.

The operating lease ROU assets include any lease payments made prior to the rent commencement date and exclude lease incentives. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Operating lease transactions are included in Operating lease right-of-use assets, net, and Operating lease liabilities, current and noncurrent, within the accompanying Consolidated Balance Sheets. Finance leases are included in Property, plant and equipment, net, Current portion of finance lease obligations, and Finance lease obligations within the accompanying Consolidated Balance Sheets. Refer to Footnote 7, Leases, for further information.

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 those 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 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.

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

 

15 years

Customer relationships

10 - 14 years

Developed technology

4 - 8 years

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, ROU assets, 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.

Debt Issuance Costs

Debt Issuance Costs

The New Revolving Credit Facility (as defined in Footnote 9, 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 New Revolving Credit Facility on August 12, 2029. As of December 31, 2024 and 2023, remaining debt issuance costs were $2.0 million and $0.5 million, respectively.

Revenue Recognition

Revenue Recognition

In accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (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 Activation, Measurement, and Supply-side.

Activation and Measurement Revenue

For Activation revenue, customers can elect to use the Company’s solutions for evaluating the quality and performance of advertising inventory they are considering purchasing. Advertisers purchase the Company’s social activation solutions direct and programmatic activation solutions through Demand Side Platforms that manage ad campaign auctions and inventories on their behalf on an advertising exchange. The ability to provide the Company’s programmatic solutions to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s solutions 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 Measurement revenue, advertisers can purchase the Company’s solutions 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 Activation and Measurement revenues, contracts with multiple performance obligations typically consist of services aimed to help advertisers 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 considers primarily 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. For the years ended December 31, 2024 and 2023, the Company had a liability for customer incentives of $7.9 million and $8.4 million, respectively, included in Other current liabilities in the Consolidated Balance Sheets.

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

Supply-Side 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 one to two years. 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 and performance of advertising inventory up for bid on an advertising exchange. The ability to provide these solutions to customers requires that the Company enter into product integration agreements with Demand-Side Platforms who in turn make the Company’s solutions 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 did not incur incremental costs to obtain contracts during the years ended December 31, 2024, 2023 and 2022, respectively.

Operating Expenses

Operating Expenses

Cost of revenue includes commissions related to revenue share arrangements with Demand Side Platforms and excludes depreciation and amortization. Cost of revenue also includes platform hosting fees, data center costs, software and other technology expenses, other costs directly associated with data infrastructure, personnel costs including salaries, bonuses, stock-based compensation, employee benefit costs and allocated overhead expenses for personnel who provide the Company’s customers with support in implementing and using the Company’s software platform.

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 $0.2 million in December 31, 2024. Advertising costs were $0.1 million in each of the years ended December 31, 2023 and 2022. 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 service fees, rent, bad debt expense and other overhead expense related to human resource and finance activities, as well as other corporate costs.

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, Short-term investments and Trade receivables, net of allowances for doubtful accounts.

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 federally insured limits and, as a result, there is a concentration of credit risk related to amounts on deposit in excess of insurable amounts. The Company monitors this credit risk and makes adjustments to the concentrations as necessary.

The Company’s Short-term investments consist of highly liquid investments in money market funds and U.S. treasury securities. The Company believes no significant concentration of credit risk exists with respect to these investments.

With respect to trade receivables, credit risk is mitigated by the Company’s ongoing credit evaluation of its customers’ financial condition. No single customer accounted for more than 10% of trade receivables for the years ended December 31, 2024 and 2023. With respect to revenues, no single customer accounted for more than 10% of revenues for the years ended December 31, 2024, 2023 and 2022.

Other Income, Net

Other Income, Net

Other income, net consists primarily of interest income, change in fair value associated with contingent consideration, and the impact of foreign currency transaction gains and losses associated with monetary assets and liabilities. Interest income consists of interest earned on interest-bearing monetary assets.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method, in accordance with ASC 740, Accounting for Income Taxes. This approach requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

The Company records a valuation allowance when it is determined that it is more-likely-than-not, based upon all available evidence both positive and negative, that a portion or all its deferred tax assets will not be realized. At each reporting period, management assesses the realizability of its deferred tax assets.

The Company records uncertain tax positions using 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 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. Interest and penalties are recognized as part of income tax expense.

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. ASC 718 requires that the cost resulting from all share based payment transactions be recognized in the financial statements. This statement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all entities to apply a fair value based measurement method in accounting for these transactions with employees.

The Company’s stock based compensation awards consist of restricted stock units (“RSUs”), stock options, performance-based restricted stock units (“PSUs”) and awards granted under the Company’s employee stock purchase plan (“ESPP”). Each RSU and PSU forming part of an award represents the right to receive one share of the Company’s common stock upon vesting and settlement. Stock based compensation is measured at grant date based on the estimated fair value of the award and is expensed over the requisite service period net of an estimated forfeiture rate. The Company uses historical data to estimate forfeitures. For stock-based compensation awards with only service conditions, expense is recognized on a straight-line basis. For stock-based compensation awards with multiple conditions, expense is recognized using the accelerated attribution method.

The fair value of RSU awards that vest only upon the satisfaction of a service condition is determined on the grant date based on the grant date closing stock price. The grant date fair value is determined with the assistance of third-party valuation specialists for PSUs with market-based and service-based vesting conditions (“TSR PSUs”). TSR PSUs vest based on relative total shareholder return as compared to the Russell 3000 index during the defined performance periods, subject to the recipient’s continued service during an explicit service period. The valuation of the TSR PSUs employed the Monte Carlo simulation model, which includes certain key assumptions that were applied to the Company and the applicable peer group. Those key assumptions included valuation date stock price, expected volatility, correlation coefficients, risk-free interest rate, and expected dividend yield. The valuation date stock price is based on the closing price on the grant date. Expected volatility is calculated using the applicable peer group for a period that is commensurate with the length of the applicable performance period. The correlation coefficients are based on the price data used to calculate the historical volatilities. The risk-free interest rate is based on the yield of U.S. Treasury zero coupon securities with a maturity equal to the length of the applicable performance period. The expected dividend yield was based on the Company and peer group’s expected dividend rate over the applicable performance period assuming dividends distributed during the performance period are reinvested in additional shares of the underlying stock on the ex-dividend date. To the extent that market-based and service-based vesting conditions are met, between 0% and 200% of the target TSR PSUs will vest.

For PSUs with performance-based and service-based vesting conditions (“Financial PSUs”), the grant date fair value is determined using the grant date closing stock price. Financial PSUs are tied to the achievement of the Company’s revenue performance during the defined performance period for each award, subject to the recipient’s continued service during an explicit service period. Stock-based compensation expense for Financial PSUs are initially based on the probable outcome of the performance condition vesting and is evaluated each reporting period to account for changes in the shares estimated to vest or actual shares that vest at the conclusion of the performance period. To the extent the performance-based and service-based vesting conditions are met, between 0% and 150% of the target Financial PSUs will vest.

The fair value of stock option awards and awards under the 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, the risk-free interest rate, 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 awards vested upon the date Providence 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. Refer to Footnote 13, Stock-Based Compensation, for further information.

Earnings Per Share

Earnings Per Share

Basic and diluted earnings per share (“EPS”) are determined in accordance with ASC 260, Earnings per Share. Basic EPS is calculated by dividing net income by the weighted average number of common stock outstanding during the period. Diluted EPS is based upon the weighted average number of outstanding shares of common stock and dilutive common stock equivalents in the period. Common stock equivalents arise from dilutive stock options, RSUs, ESPP and PSUs which are computed using the treasury stock method. ESPP and PSUs are treated as contingently issuable shares under the treasury stock method. Anti-dilutive common stock equivalents are excluded from diluted EPS.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Segment Reporting – Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all prior periods presented. The Company adopted ASU 2023-07 effective January 1, 2024 using the retrospective approach.

Refer to Footnote 17, Segment Information, for further information.

Recently Issued Accounting Pronouncements

Income Taxes – Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which expands annual disclosure requirements related to the rate reconciliation and income taxes paid disclosures. ASU 2023-09 requires consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid to be disaggregated by jurisdiction. The updated standard is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted and the update may be applied on a prospective basis with retrospective application permitted. The Company is currently in the process of evaluating the impact of this ASU on the Company’s Consolidated Financial Statements.

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”), which expands annual and interim disclosure requirements to include specific information about certain costs and expenses in the notes to its financial statements. The objective of ASU 2024-03 is to provide disaggregated information about a public business entity's expenses to help investors better understand the entity's performance, better assess the entity's prospects for future cash flows, and compare an entity's performance over time and with that of other entities. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”), which clarifies that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the update may be applied either on a prospective or retrospective basis. The Company is currently in the process of evaluating the impact of this ASU on the Company’s Consolidated Financial Statements.

v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2024
Basis of Presentation and Summary of Significant Accounting Policies  
Schedule of changes in the trade receivables allowance for doubtful accounts

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Beginning balance

$

9,442

$

8,893

$

6,527

Add: bad debt expense

 

4,993

 

10,075

 

5,033

Less: write offs, net of recoveries

 

(5,432)

 

(9,526)

 

(2,667)

Ending balance

$

9,003

$

9,442

$

8,893

Schedule of estimated useful lives of assets

Computers and peripheral equipment

    

3 - 5 years

Office furniture and equipment

4 - 7 years

Leasehold improvements

 

Remaining lease term

schedule of finite-lived intangible assets estimated useful lives

Trademarks and brands

 

15 years

Customer relationships

10 - 14 years

Developed technology

4 - 8 years

v3.25.0.1
Revenue (Tables)
12 Months Ended
Dec. 31, 2024
Revenue  
Schedule of disaggregated revenue

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Activation

$

373,101

$

328,936

$

251,198

Measurement

 

226,939

 

198,024

 

157,908

Supply-side

 

56,809

 

45,583

 

43,312

Total revenue

$

656,849

$

572,543

$

452,418

v3.25.0.1
Business Combinations (Tables) - Scibids
12 Months Ended
Dec. 31, 2024
Business Combinations  
Schedule of components of consideration transferred

(in thousands)

    

Cash, net of cash acquired

$

66,940

Common stock issued in connection with the acquisition

 

52,937

Fair value of contingent consideration

1,193

Total

$

121,070

Schedule of fair value of assets acquired and liabilities assumed

(in thousands)

    

Acquisition Date

Assets:

Cash and cash equivalents

$

1,705

Trade receivables

 

5,197

Prepaid expenses

 

50

Other assets

1,382

Intangible assets:

 

Technology

 

18,000

Customer relationships

 

15,000

Total intangible assets

 

33,000

Goodwill

 

90,368

Total assets acquired

$

131,702

Liabilities:

 

  

Trade payables

$

530

Other liabilities

 

1,259

Deferred tax liability

 

7,138

Total liabilities assumed

 

8,927

Total purchase consideration

$

122,775

Cash acquired

(1,705)

Purchase consideration, net of cash acquired

$

121,070

v3.25.0.1
Goodwill and Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets  
Summary of changes to the goodwill carrying value

(in thousands)

Goodwill as of January 1, 2023

    

$

343,011

Business combinations (Scibids)

90,668

Foreign exchange impact

 

2,329

Goodwill as of December 31, 2023

436,008

Measurement period adjustments

(300)

Foreign exchange impact

(8,087)

Goodwill as of December 31, 2024

$

427,621

Schedule of intangible assets and related accumulated amortization

December 31, 2024

December 31, 2023

Gross 

Net

Gross 

Net

Carrying

Accumulated 

Carrying

Carrying

Accumulated 

Carrying

(in thousands)

    

Amount

    

Amortization

    

Amount

    

Amount

    

Amortization

    

Amount

Trademarks and brands

$

11,732

$

(5,966)

$

5,766

$

11,734

$

(5,140)

$

6,594

Customer relationships

159,919

(76,961)

82,958

161,173

(62,955)

98,218

Developed technology

91,556

(69,924)

21,632

93,013

(56,942)

36,071

Non-compete agreements

66

(66)

Total intangible assets

$

263,207

$

(152,851)

$

110,356

$

265,986

$

(125,103)

$

140,883

    

(In years)

Trademarks and brands

8

Customer relationships

6

Developed technology

 

1

Schedule of estimated future expected amortization expense of intangible assets

(in thousands)

    

2025

$

26,524

2026

 

21,770

2027

 

17,915

2028

14,859

2029

 

12,507

Thereafter

 

16,781

Total

$

110,356

v3.25.0.1
Property, Plant and Equipment, net (Tables)
12 Months Ended
Dec. 31, 2024
Property, Plant and Equipment, net  
Schedule of property, plant and equipment

As of December 31, 

(in thousands)

    

2024

    

2023

Computers and peripheral equipment

$

27,552

$

25,013

Office furniture and equipment

 

4,943

 

3,170

Leasehold improvements

 

36,757

 

32,595

Capitalized software development costs

 

55,131

 

35,039

Less accumulated depreciation and amortization

 

(54,188)

 

(37,797)

Total property, plant and equipment, net

$

70,195

$

58,020

v3.25.0.1
Leases (Tables)
12 Months Ended
Dec. 31, 2024
Leases  
Schedule of lease cost and other information about leases

    

Year Ended December 31, 

(in thousands)

2024

2023

2022

Lease cost:

Operating lease cost (1)

$

11,463

$

10,359

$

10,922

Finance lease cost

Depreciation of finance lease assets (2)

2,098

1,770

1,191

Interest on finance lease liabilities (3)

212

223

139

Short-term lease cost (1)

1,208

1,058

1,080

Sublease income (1)

(978)

(622)

Total lease cost

$

14,981

$

12,432

$

12,710

 

 

 

Other information:

Cash paid for amounts included in the measurement of lease liabilities

Operating cash outflows from operating leases

$

10,471

$

7,641

$

5,367

Operating cash outflows from finance leases

$

240

$

155

$

132

Financing cash outflows from finance leases

$

2,475

$

2,314

$

1,924

(1)Included in Cost of revenue, Sales, marketing and customer support, Product development and General and administrative expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income.
(2)Included in Depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.
(3)Included in Interest expense in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Schedule of weighted-average remaining lease terms and discount rates

The following table presents weighted-average remaining lease terms and weighted-average discount rates for finance and operating leases as of December 31, 2024 and 2023, respectively:

    

Year Ended December 31, 

2024

2023

Weighted-average remaining lease term - operating leases (in years)

 

11.8

13.6

Weighted-average remaining lease term - finance leases (in years)

 

1.4

2.2

Weighted-average discount rate - operating leases

4.8%

4.6%

Weighted-average discount rate - finance leases

 

5.5%

5.3%

Schedule of the future operating lease commitment under agreement

    

December 31, 2024

(in thousands)

Operating Leases

Finance Leases

2025

$

11,763

$

2,649

2026

 

10,750

 

819

2027

 

10,123

 

2028

 

8,878

 

2029

 

8,713

 

Thereafter

67,153

Total lease payments

 

117,380

 

3,468

Less amount representing interest

 

(29,035)

 

(144)

Present value of total lease payments

$

88,345

$

3,324

Schedule of maturities of finance lease liabilities

    

December 31, 2024

(in thousands)

Operating Leases

Finance Leases

2025

$

11,763

$

2,649

2026

 

10,750

 

819

2027

 

10,123

 

2028

 

8,878

 

2029

 

8,713

 

Thereafter

67,153

Total lease payments

 

117,380

 

3,468

Less amount representing interest

 

(29,035)

 

(144)

Present value of total lease payments

$

88,345

$

3,324

v3.25.0.1
Fair Value Measurement (Tables)
12 Months Ended
Dec. 31, 2024
Fair Value Measurement  
Schedule of financial instruments measured at fair value on recurring basis

As of December 31, 2024

Quoted Market

Prices in Active

Significant

Markets for

Significant Other

Unobservable

Identical Assets

Observable Inputs

 Inputs

Total Fair Value 

(in thousands)

    

(Level 1)

    

(Level 2)

    

(Level 3)

    

Measurements

Assets:

  

  

  

  

Cash equivalents

$

67,645

$

$

$

67,645

Short-term investments

$

17,805

$

$

$

17,805

As of December 31, 2023

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:

$

61,463

$

$

$

61,463

Schedule of fair value measurements of the contingent consideration categorized with Level 3

(in thousands)

    

Balance as of January 1, 2022

$

1,717

Payments during the year

(1,717)

Balance as of December 31, 2022

    

Fair value at date of acquisition

 

1,193

Fair value adjustments

(1,193)

Balance as of December 31, 2023

$

v3.25.0.1
Income Tax (Tables)
12 Months Ended
Dec. 31, 2024
Income Tax  
Components of income before income tax provision

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Domestic

$

65,774

$

91,018

$

54,162

Foreign

 

23,016

 

4,859

 

5,206

Income before income taxes

$

88,790

$

95,877

$

59,368

Schedule of income tax provision

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Current

 

  

 

  

 

  

Federal

$

31,492

$

35,225

$

20,599

State

 

16,893

 

12,848

 

14,435

Foreign

 

5,798

 

1,399

 

711

Total current tax provision

$

54,183

$

49,472

$

35,745

Deferred

 

  

 

  

 

  

Federal

$

(16,154)

$

(17,694)

$

(15,467)

State

 

(4,451)

 

(6,806)

 

(4,324)

Foreign

 

(1,019)

 

(561)

 

146

Total deferred tax benefit

$

(21,624)

$

(25,061)

$

(19,645)

Income tax provision

$

32,559

$

24,411

$

16,100

Schedule of reconciliation of the statutory U.S. income tax rate to the effective income tax rate

Year Ended December 31, 

 

    

2024

    

2023

    

2022

 

Statutory federal tax rate

 

21.0

%  

21.0

%

21.0

%

State taxes

 

10.0

5.1

9.7

Tax credits

 

(4.8)

(2.1)

(5.6)

Foreign tax effects

 

2.5

0.5

0.2

Non‑deductible items and other

 

0.4

0.4

1.5

Changes in tax reserves

 

(0.8)

1.7

Provision to return adjustment

 

(0.9)

1.7

(1.2)

Transaction costs

0.1

0.3

Global Intangible Low Tax Income

 

3.2

1.1

1.0

Foreign-Derived Intangible Income

(2.1)

(2.9)

Non-deductible officers' compensation

4.0

1.8

2.7

Stock-based compensation

 

3.1

(0.5)

(3.9)

Effective tax rate

 

36.5

%  

25.6

%  

27.1

%

Components of deferred tax assets and liabilities

As of December 31, 

(in thousands)

    

2024

    

2023

Deferred tax assets:

 

  

 

  

Allowance for doubtful accounts

$

1,762

$

2,327

Accrued expenses and other

 

4,295

 

5,271

Stock compensation

10,089

6,140

Capitalized costs

42,841

31,542

Lease liability

21,468

21,071

Net operating losses

 

2,873

 

3,719

Gross deferred tax assets

 

83,328

 

70,070

Valuation allowance

 

(636)

 

(636)

Net deferred tax assets

$

82,692

$

69,434

Deferred tax liabilities:

 

  

 

  

ROU asset

$

(15,771)

$

(15,464)

Purchased intangibles

(30,110)

(38,360)

Depreciation and amortization

 

(9,832)

 

(10,652)

Total deferred tax liabilities

 

(55,713)

 

(64,476)

Net deferred tax asset

$

26,979

$

4,958

Schedule of unrecognized tax benefits

Year Ended December 31, 

(in thousands)

    

2024

    

2023

Beginning balance

$

2,690

$

3,415

Increase related to tax positions of prior years

 

287

 

62

Increase related to tax positions of the current year

 

433

 

250

Decrease due to lapse in statutes of limitations

(759)

(1,037)

Ending balance

$

2,651

$

2,690

v3.25.0.1
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2024
Earnings Per Share  
Schedule of computations of the basic and diluted EPS

Year Ended December 31, 

    

2024

    

2023

    

2022

Numerator:

 

  

 

  

 

  

Net Income (basic and diluted)

$

56,231

$

71,466

$

43,268

Denominator:

 

 

 

Weighted‑average common shares outstanding

 

170,515

 

167,803

 

163,882

Dilutive effect of stock based awards

 

4,561

 

5,632

 

6,873

Weighted‑average dilutive shares outstanding

 

175,076

 

173,435

 

170,755

Basic earnings per share

$

0.33

$

0.43

$

0.26

Diluted earnings per share

$

0.32

$

0.41

$

0.25

v3.25.0.1
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2024
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, 2024

 

9,992

$

17.01

 

6.91

$

197,598

Options granted

 

 

 

Options exercised

 

(531)

6.25

 

 

Options forfeited

 

(90)

30.38

 

 

Outstanding as of December 31, 2024

 

9,371

$

17.49

 

5.93

$

57,646

Options expected to vest as of December 31, 2024

 

1,503

$

26.81

 

7.72

$

1

Options exercisable as of December 31, 2024

 

7,822

$

15.65

 

5.57

$

57,645

Schedule of valuation assumptions

    

2024

    

2023

    

2022

Risk‑free interest rate (percentage)

 

 

3.6

 

2.0 - 3.7

Expected term (years)

 

 

6.1

 

6.1

Expected dividend yield (percentage)

 

 

 

Expected volatility (percentage)

 

 

46.5

 

42.8 - 46.0

Schedule of restricted stock activity

RSUs

Weighted 

Average Grant 

Number of 

Date Fair 

    

Shares

    

Value

Outstanding as of January 1, 2024

4,720

$

28.03

Granted

3,402

30.10

Vested

(2,197)

29.16

Forfeited

(440)

29.86

Outstanding as of December 31, 2024

 

5,485

$

28.71

Schedule of PSUs activity

PSUs

Weighted 

Average Grant 

Number of 

Date Fair 

    

Shares (1)

    

Value

Outstanding as of January 1, 2024

480

$

41.31

Granted

186

41.28

Vested

Forfeited

(11)

37.92

Performance adjustments

(263)

38.92

Outstanding as of December 31, 2024

 

392

$

43.00

(1) For awards for which the performance period is complete, the number of outstanding PSUs is based on the actual shares that will vest upon completion of the service period. For awards for which the performance period is not yet complete, the number of outstanding PSUs is based on the participants earning 100% of their target PSUs.

Schedule of stock-based compensation expense

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Product development

$

34,802

$

22,955

$

15,030

Sales, marketing and customer support

 

27,804

 

18,299

 

14,265

General and administrative

 

28,052

 

17,990

 

13,012

Total stock‑based compensation

$

90,658

$

59,244

$

42,307

Performance share units (PSUs)  
Stock-Based Compensation  
Schedule of valuation assumptions

    

2024

    

2023

Risk‑free interest rate (percentage)

 

3.9 - 4.1

 

3.9 - 4.1

Expected dividend yield (percentage)

 

 

Expected volatility (percentage)

 

46.7

 

46.7

v3.25.0.1
Supplemental Financial Statement Information (Tables)
12 Months Ended
Dec. 31, 2024
Supplemental Financial Statement Information  
Schedule of accrued expenses

As of December 31, 

(in thousands)

    

2024

    

2023

Vendor payments

$

10,272

$

6,286

Employee commissions and bonuses

 

24,465

 

20,809

Payroll and other employee related expense

 

10,938

 

10,602

401k and pension expense

 

3,486

 

2,982

Other taxes

 

5,371

 

3,585

Total accrued expense

$

54,532

$

44,264

Schedule of other income, net

Year Ended December 31, 

(in thousands)

    

2024

    

2023

    

2022

Interest income

$

(12,744)

$

(10,841)

$

(2,305)

Change in fair value of contingent consideration

 

 

(1,193)

 

Foreign currency exchange loss

5,324

855

1,102

Other miscellaneous income, net

 

(68)

 

(37)

 

(46)

Other income, net

$

(7,488)

$

(11,216)

$

(1,249)

v3.25.0.1
Segment Information (Tables)
12 Months Ended
Dec. 31, 2024
Segment Information  
Schedule of Property and equipment, net (excluding capitalized software development costs) and Operating lease right-of-use assets, net presented by principal geographic area

As of December 31, 

(in thousands)

    

2024

    

2023

United States

$

87,427

$

93,248

International

 

21,645

 

6,676

Total

$

109,072

$

99,924

v3.25.0.1
Description of Business (Details)
12 Months Ended
Dec. 31, 2024
segment
Description of Business  
Number of reportable segments 1
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Segment reporting (Details)
12 Months Ended
Dec. 31, 2024
segment
Basis of Presentation and Summary of Significant Accounting Policies  
Number of operating segments 1
Number of reportable segments 1
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Trade receivables (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Changes in the accounts receivable allowance for doubtful accounts      
Beginning balance $ 9,442 $ 8,893 $ 6,527
Add: bad debt expense 4,993 10,075 5,033
Less: write offs, net of recoveries (5,432) (9,526) (2,667)
Ending balance $ 9,003 $ 9,442 $ 8,893
Trade receivables, period of billing in arrears 1 month    
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Restricted cash (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies    
Restricted cash current   $ 0.1
Restricted cash noncurrent $ 0.9 $ 0.0
Maximum    
Basis of Presentation and Summary of Significant Accounting Policies    
Restricted cash current $ 0.1  
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Property, plant and equipment, net (Details)
Dec. 31, 2024
Computers and peripheral equipment | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful lives 3 years
Computers and peripheral equipment | Maximum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful lives 5 years
Office furniture and equipment | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful lives 4 years
Office furniture and equipment | Maximum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful lives 7 years
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Capitalized software (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies      
Amortization expense $ 28.7 $ 28.1 $ 25.1
Capitalized internal-use-software      
Basis of Presentation and Summary of Significant Accounting Policies      
Estimated useful life 3 years    
Capitalized assets $ 20.3 14.5  
Amortization expense $ 9.8 $ 7.3 $ 5.5
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Intangible assets, net (Details)
Dec. 31, 2024
Developed technology | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful life 4 years
Developed technology | Maximum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful life 8 years
Customer relationships | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful life 10 years
Customer relationships | Maximum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful life 14 years
Trademarks and brands | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Estimated useful life 15 years
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Debt issuance and Revenue Recognition (Details) - USD ($)
$ in Millions
Dec. 31, 2024
Dec. 31, 2023
Basis of Presentation and Summary of Significant Accounting Policies    
Debt issuance costs $ 2.0 $ 0.5
Change in Contract with Customer, Liability [Abstract]    
Customer incentives liability $ 7.9 $ 8.4
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Operating expenses (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies      
Advertising costs $ 0.2 $ 0.1 $ 0.1
v3.25.0.1
Basis of Presentation and Summary of Significant Accounting Policies - Stock-based compensation (Details)
12 Months Ended
Dec. 31, 2024
TSR PSU | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage 0.00%
TSR PSU | Maximum  
Basis of Presentation and Summary of Significant Accounting Policies  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage 200.00%
TSR PSU | Treasury Bills  
Basis of Presentation and Summary of Significant Accounting Policies  
Investment Interest Rate 0.00%
Financial PSUs | Minimum  
Basis of Presentation and Summary of Significant Accounting Policies  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage 0.00%
Financial PSUs | Maximum  
Basis of Presentation and Summary of Significant Accounting Policies  
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage 150.00%
v3.25.0.1
Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Disaggregation of revenue      
Total revenue $ 656,849 $ 572,543 $ 452,418
Unbilled receivable 62,700 55,000  
Remaining performance obligation $ 31,300    
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01      
Disaggregation of revenue      
Remaining performance obligations 1 year    
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01      
Disaggregation of revenue      
Remaining performance obligations 3 years    
Activation      
Disaggregation of revenue      
Total revenue $ 373,101 328,936 251,198
Measurement      
Disaggregation of revenue      
Total revenue 226,939 198,024 157,908
Supply-side      
Disaggregation of revenue      
Total revenue $ 56,809 $ 45,583 $ 43,312
Supply-side revenue 8.60%    
v3.25.0.1
Business Combinations - Zentrick NV - Narrative (Details) - Zentrick NV
$ in Millions
Feb. 16, 2022
USD ($)
Feb. 15, 2019
USD ($)
component
Milestone
Business Combinations    
Cash, net of cash acquired   $ 23.2
Closing adjustments   0.2
Consideration held back   0.1
Performance based deferred payment   $ 17.3
Number of component | component   2
Performance based deferred payment, First component   $ 4.0
Number of milestone | Milestone   4
Amour per milestone   $ 1.0
Performance based deferred payment, Second component   $ 13.0
Payment of contingent consideration $ 5.6  
Tranche one    
Business Combinations    
Percentage of holdback payments   50.00%
Holdback payments payable period   12 months
Tranche two    
Business Combinations    
Percentage of holdback payments   50.00%
Holdback payments payable period   24 months
v3.25.0.1
Business Combinations - Components of consideration transferred (Details) - Scibids
$ in Thousands
Aug. 14, 2023
USD ($)
Business Combinations  
Cash, net of cash acquired $ 66,940
Common stock issued in connection with the acquisition 52,937
Fair value of contingent consideration 1,193
Total $ 121,070
v3.25.0.1
Business Combinations - Acquisition (Details) - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Aug. 14, 2023
Dec. 31, 2024
Dec. 31, 2023
Business Combinations      
Measurement period adjustments, goodwill   $ 300  
Scibids      
Business Combinations      
Company common stock issued 1,642    
Scibids | Maximum      
Business Combinations      
Performance based deferred payment $ 25,000    
Scibids      
Business Combinations      
Aggregate net purchase price, including measurement period adjustments     $ 121,100
Measurement period adjustments recorded   300  
Purchase consideration adjustment   (300)  
Measurement period adjustments, goodwill   $ 300  
v3.25.0.1
Business Combinations - Assets acquired and liabilities assumed (Details) - USD ($)
$ in Thousands
12 Months Ended
Aug. 14, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Intangible assets:        
Goodwill   $ 427,621 $ 436,008 $ 343,011
Scibids        
Assets        
Cash and cash equivalents $ 1,705      
Trade receivables 5,197      
Prepaid expenses 50      
Other assets 1,382      
Intangible assets:        
Total intangible assets 33,000      
Goodwill 90,368      
Total assets acquired 131,702      
Liabilities        
Trade payables 530      
Other liabilities 1,259      
Deferred tax liability 7,138      
Total liabilities assumed 8,927      
Total purchase consideration 122,775      
Cash acquired (1,705)      
Purchase consideration, net of cash acquired $ 121,070      
Weighted-average useful life 6 years 8 months 12 days      
Acquisition cost   $ 1,300    
Scibids | Technology        
Intangible assets:        
Total intangible assets $ 18,000      
Liabilities        
Estimated useful life 4 years      
Scibids | Customer relationships        
Intangible assets:        
Total intangible assets $ 15,000      
Liabilities        
Estimated useful life 10 years      
v3.25.0.1
Goodwill and Intangible Assets - Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Changes to the goodwill carrying value    
Goodwill at Beginning $ 436,008 $ 343,011
Business combinations (Scibids)   90,668
Measurement period adjustments (300)  
Foreign exchange impact 8,087 (2,329)
Goodwill at Ending $ 427,621 $ 436,008
v3.25.0.1
Goodwill and Intangible Assets - Summary of Company's intangible assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount $ 263,207 $ 265,986  
Accumulated Amortization (152,851) (125,103)  
Total 110,356 140,883  
Amortization expense 28,700 28,100 $ 25,100
Trademarks and brands      
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount 11,732 11,734  
Accumulated Amortization (5,966) (5,140)  
Total 5,766 6,594  
Customer relationships      
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount 159,919 161,173  
Accumulated Amortization (76,961) (62,955)  
Total 82,958 98,218  
Technology      
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount 91,556 93,013  
Accumulated Amortization (69,924) (56,942)  
Total $ 21,632 36,071  
Non-compete agreements      
Finite-Lived Intangible Assets [Line Items]      
Gross Carrying Amount   66  
Accumulated Amortization   $ (66)  
v3.25.0.1
Goodwill and Intangible Assets - Estimated future expected amortization expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]    
2025 $ 26,524  
2026 21,770  
2027 17,915  
2028 14,859  
2029 12,507  
Thereafter 16,781  
Total $ 110,356 $ 140,883
v3.25.0.1
Goodwill and Intangible Assets - Weighted-average remaining useful life (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]      
Impairment of intangible assets $ 0 $ 0 $ 0
Impairment of goodwill $ 0 $ 0 $ 0
Trademarks and brands      
Finite-Lived Intangible Assets [Line Items]      
Remaining useful life 8 years    
Customer relationships      
Finite-Lived Intangible Assets [Line Items]      
Remaining useful life 6 years    
Technology      
Finite-Lived Intangible Assets [Line Items]      
Remaining useful life 1 year    
v3.25.0.1
Property, Plant and Equipment, net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]      
Less accumulated depreciation and amortization $ (54,188) $ (37,797)  
Total property, plant and equipment, net 70,195 58,020  
Depreciation expense 16,500 12,800 $ 9,200
Loss on disposition of property plant equipment     1,400
Property, plant and equipment      
Property, Plant and Equipment [Line Items]      
Impairments of Property, plant and equipment 0 0 $ 0
Computers and peripheral equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment gross 27,552 25,013  
Finance lease assets, gross 17,800 17,800  
Finance lease assets, accumulated depreciation 15,000 12,900  
Office Furniture and Equipment      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment gross 4,943 3,170  
Leasehold improvements      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment gross 36,757 32,595  
Capitalized software development costs      
Property, Plant and Equipment [Line Items]      
Property, plant and equipment gross $ 55,131 $ 35,039  
v3.25.0.1
Leases - Leases Cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Lease cost:      
Operating lease cost (1) $ 11,463 $ 10,359 $ 10,922
Finance lease cost      
Depreciation of finance lease assets (2) 2,098 1,770 1,191
Interest on finance lease liabilities (3) 212 223 139
Short-term lease cost (1) 1,208 1,058 1,080
Sublease income (1)   (978) (622)
Total lease cost 14,981 12,432 12,710
Cash paid for amounts included in the measurement of lease liabilities      
Operating cash outflows from operating leases 10,471 7,641 5,367
Operating cash outflows from finance leases 240 155 132
Financing cash outflows from finance leases 2,475 2,314 1,924
Operating lease right-of-use asset impairment $ 0 $ 0 $ 1,510
v3.25.0.1
Leases - Weighted-average remaining lease terms and discount rates (Details)
Dec. 31, 2024
Dec. 31, 2023
Leases    
Weighted-average remaining lease term - operating leases (in years) 11 years 9 months 18 days 13 years 7 months 6 days
Weighted-average remaining lease term - finance leases (in years) 1 year 4 months 24 days 2 years 2 months 12 days
Weighted-average discount rate - operating leases 4.80% 4.60%
Weighted-average discount rate - finance leases 5.50% 5.30%
v3.25.0.1
Leases - Maturities of Operating Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Maturities of operating lease liabilities  
2025 $ 11,763
2026 10,750
2027 10,123
2028 8,878
2029 8,713
Thereafter 67,153
Total lease payments 117,380
Less amount representing interest (29,035)
Present value of total lease payments 88,345
Unconditional Purchase Obligation $ 1,700
v3.25.0.1
Leases - Maturities of Finance Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Maturities of finance lease liabilities  
2025 $ 2,649
2026 819
Total lease payments 3,468
Less amount representing interest (144)
Present value of total lease payments $ 3,324
v3.25.0.1
Leases - Narratives (Details)
Dec. 31, 2024
Minimum  
Unrecorded Unconditional Purchase Obligation [Line Items]  
Lease Term 1 year
Maximum  
Unrecorded Unconditional Purchase Obligation [Line Items]  
Lease Term 3 years
v3.25.0.1
Fair Value Measurement - Fair value on a recurring basis (Details) - Recurring - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Assets:    
Cash equivalents $ 67,645 $ 61,463
Short-term investments 17,805  
Level 1    
Assets:    
Cash equivalents 67,645 $ 61,463
Short-term investments $ 17,805  
v3.25.0.1
Fair Value Measurement - Rollforward (Details) - Contingent Considerations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Beginning Balance   $ 1,717
Fair value at date of acquisition $ 1,193  
Fair value adjustments $ (1,193) $ (1,717)
v3.25.0.1
Fair Value Measurement - Narrative (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2024
USD ($)
Discount rate      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value inputs     11.3
Price volatility      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value inputs     25
Operating leverage rate      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value inputs     160
Treasury Bills      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Short-term investments     $ 17,800
Level 1 | Money market funds and time deposits      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash equivalents $ 61,500   $ 67,600
Contingent Considerations      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Decrease in fair value $ 1,193 $ 1,717  
v3.25.0.1
Long-term Debt (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Aug. 12, 2024
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2024
USD ($)
Debt Instrument [Line Items]        
Maximum total net leverage ratio       4.5
Proceeds from revolving credit facility     $ 50,000  
Letter of Credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 20,000      
New Revolving Credit Facility        
Debt Instrument [Line Items]        
Maximum borrowing capacity $ 200,000      
Payments for line of credit facility   $ 50,000    
Proceeds from revolving credit facility   $ 50,000    
Outstanding amount     $ 0 $ 0
New Revolving Credit Facility | Minimum        
Debt Instrument [Line Items]        
Percentage of commitment fee payable periodically 0.25%      
New Revolving Credit Facility | Maximum        
Debt Instrument [Line Items]        
Percentage of commitment fee payable periodically 0.35%      
New Revolving Credit Facility | SOFR | Minimum        
Debt Instrument [Line Items]        
Spread rate 2.00%      
New Revolving Credit Facility | SOFR | Maximum        
Debt Instrument [Line Items]        
Spread rate 2.75%      
New Revolving Credit Facility | Alternate Base Rate | Minimum        
Debt Instrument [Line Items]        
Spread rate 1.00%      
New Revolving Credit Facility | Alternate Base Rate | Maximum        
Debt Instrument [Line Items]        
Spread rate 1.75%      
v3.25.0.1
Income Tax - Components of income before income tax provision (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Contingency [Line Items]      
Income before income taxes $ 88,790 $ 95,877 $ 59,368
Domestic      
Income Tax Contingency [Line Items]      
Income before income taxes 65,774 91,018 54,162
Foreign      
Income Tax Contingency [Line Items]      
Income before income taxes $ 23,016 $ 4,859 $ 5,206
v3.25.0.1
Income Tax - Income tax provision (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current      
Federal $ 31,492 $ 35,225 $ 20,599
State 16,893 12,848 14,435
Foreign 5,798 1,399 711
Total current tax provision 54,183 49,472 35,745
Deferred      
Federal (16,154) (17,694) (15,467)
State (4,451) (6,806) (4,324)
Foreign (1,019) (561) 146
Total deferred tax benefit (21,624) (25,061) (19,645)
Income tax provision $ 32,559 $ 24,411 $ 16,100
v3.25.0.1
Income Tax - Reconciliation (Details)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Effective income tax rate reconciliation      
Statutory federal tax rate 21.00% 21.00% 21.00%
State taxes 10.00% 5.10% 9.70%
Tax credits (4.80%) (2.10%) (5.60%)
Foreign taxes effects 2.50% 0.50% 0.20%
Nondeductible items and other 0.40% 0.40% 1.50%
Changes in tax reserves   (0.80%) 1.70%
Provision to return adjustment (0.90%) 1.70% (1.20%)
Transaction costs 0.10% 0.30%  
Global Intangible Low Tax Income 3.20% 1.10% 1.00%
Foreign-Derived Intangible Income (2.10%) (2.90%)  
Non-deductible officers' compensation 4.00% 1.80% 2.70%
Stock-based compensation 3.10% (0.50%) (3.90%)
Effective tax rate 36.50% 25.60% 27.10%
v3.25.0.1
Income Tax - Components of deferred tax assets and liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets:    
Allowance for doubtful accounts $ 1,762 $ 2,327
Accrued expenses and other 4,295 5,271
Stock compensation 10,089 6,140
Capitalized costs 42,841 31,542
Lease liability 21,468 21,071
Net operating losses 2,873 3,719
Gross deferred tax assets 83,328 70,070
Valuation allowance (636) (636)
Net deferred tax assets 82,692 69,434
Deferred tax liabilities:    
ROU asset (15,771) (15,464)
Purchased intangibles (30,110) (38,360)
Depreciation and amortization (9,832) (10,652)
Total deferred tax liabilities (55,713) (64,476)
Net deferred tax assets $ 26,979 $ 4,958
v3.25.0.1
Income Tax - Net Operating Loss and Credit Carryforwards, Uncertain Tax Positions (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Contingency [Line Items]    
Interest and penalties $ 2.7 $ 2.7
Unrecognized tax benefits that would impact the effective tax rate 2.2 $ 2.3
Meetrics GmbH    
Income Tax Contingency [Line Items]    
Net operating loss carryforwards 6.1  
Domestic    
Income Tax Contingency [Line Items]    
Net operating loss carryforwards 5.3  
Net operating loss carryforwards utilized 0.6  
Domestic | OpenSlate    
Income Tax Contingency [Line Items]    
Net operating loss carryforwards 3.4  
Domestic | Scibids    
Income Tax Contingency [Line Items]    
Net operating loss carryforwards 1.0  
State    
Income Tax Contingency [Line Items]    
Net operating loss carryforwards 4.9  
Net operating loss carryforwards utilized 3.4  
State | OpenSlate    
Income Tax Contingency [Line Items]    
Net operating loss carryforwards 0.6  
Israeli Tax Authority    
Income Tax Contingency [Line Items]    
Income tax assessment 0.6  
Internal Revenue Service (IRS)    
Income Tax Contingency [Line Items]    
Income tax assessment $ 0.1  
v3.25.0.1
Income Tax - Unrecognized tax benefits (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax    
Beginning balance $ 2,690 $ 3,415
Increase related to tax positions of prior years 287 62
Increase related to tax positions of the current year 433 250
Decrease due to lapse in statutes of limitations (759) (1,037)
Ending balance $ 2,651 $ 2,690
v3.25.0.1
Employee Contribution Plan (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Employee Contribution Plan      
Employer's contribution $ 3.0 $ 2.5 $ 1.8
v3.25.0.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Numerator:      
Net Income (Loss) $ 56,231 $ 71,466 $ 43,268
Denominator:      
Weighted-average common shares outstanding 170,515 167,803 163,882
Dilutive effect of share-based awards 4,561 5,632 6,873
Weighted-average dilutive shares outstanding 175,076 173,435 170,755
Basic earnings per share $ 0.33 $ 0.43 $ 0.26
Diluted earnings per share $ 0.32 $ 0.41 $ 0.25
Weighted average shares issuable under stock-based awards, excluded from diluted EPS calculation 4,000 7,700 5,100
v3.25.0.1
Stock-Based Compensation (Details) - shares
shares in Thousands
12 Months Ended
Apr. 19, 2021
Dec. 31, 2024
Sep. 20, 2017
2021 Omnibus Equity Incentive Plan      
Stock-Based Compensation      
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      
Stock-Based Compensation      
Number of shares authorized     22,182
Term of award   10 years  
Employee Stock Option      
Stock-Based Compensation      
Vesting period   4 years  
Restricted Stock Units (RSUs)      
Stock-Based Compensation      
Vesting period   4 years  
Performance share units (PSUs)      
Stock-Based Compensation      
Vesting period   3 years  
v3.25.0.1
Stock-Based Compensation - Stock option activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Number of Options    
Outstanding beginning balance 9,992,000  
Options granted 0  
Options exercised (531,000)  
Options forfeited (90,000)  
Outstanding ending balance 9,371,000 9,992,000
Options expected to vest 1,503,000  
Options exercisable 7,822,000  
Weighted Average Exercise Price    
Outstanding beginning balance (in dollars per share) $ 17.01  
Options exercised (in dollars per share) 6.25  
Options forfeited (in dollars per share) 30.38  
Outstanding ending balance (in dollars per share) 17.49 $ 17.01
Options expected to vest (in dollars per share) 26.81  
Options exercisable (in dollars per share) $ 15.65  
Additional disclosures    
Weighted Average Remaining Contractual Life (Years) 5 years 11 months 4 days 6 years 10 months 28 days
Options expected to vest (in years) 7 years 8 months 19 days  
Options exercisable (Years) 5 years 6 months 25 days  
Aggregate Intrinsic Value, outstanding (Beginning balance) $ 197,598  
Aggregate Intrinsic Value, outstanding (ending balance) 57,646 $ 197,598
Aggregate Intrinsic Value, expected to vest 1  
Aggregate Intrinsic Value, exercisable $ 57,645  
v3.25.0.1
Stock-Based Compensation - Additional information (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Stock-Based Compensation      
Granted 0    
Outstanding ending balance 9,371,000 9,992,000  
Weighted average grant date fair value (in dollars per share)   $ 12.57 $ 12.09
Intrinsic value $ 10,800 $ 75,600 $ 34,300
Options exercised 531,000    
Stock-based compensation expense $ 90,658 59,244 42,307
Maximum | 2021 Employee Stock Purchase Plan      
Stock-Based Compensation      
Stock-based compensation expense $ 1,100 800 600
Restricted Stock Units (RSUs)      
Stock-Based Compensation      
Granted 3,402,000    
Vested, Fair value $ 64,100 $ 37,600 $ 35,300
Performance and Market Based Options      
Stock-Based Compensation      
Outstanding ending balance 1,276,000    
Options exercised 97,000    
Granted 0    
v3.25.0.1
Stock-Based Compensation - RSUs and PSUs (Details) - $ / shares
shares in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Restricted Stock Units (RSUs)      
Number of Shares      
Outstanding beginning balance 4,720    
Granted 3,402    
Vested (2,197)    
Forfeited (440)    
Outstanding ending balance 5,485 4,720  
Weighted Average Grant Date Fair Value      
Outstanding beginning balance (in dollars per share) $ 28.03    
Granted (in dollars per share) 30.1 $ 28.19 $ 24.75
Vested (in dollars per share) 29.16    
Forfeited (in dollars per share) 29.86    
Outstanding ending balance (in dollars per share) $ 28.71 $ 28.03  
Performance share units (PSUs)      
Number of Shares      
Outstanding beginning balance 480    
Granted 186    
Forfeited (11)    
Performance adjustments (263)    
Outstanding ending balance 392 480  
Weighted Average Grant Date Fair Value      
Outstanding beginning balance (in dollars per share) $ 41.31    
Granted (in dollars per share) 41.28 $ 41.31  
Forfeited (in dollars per share) 37.92    
Performance adjustments (in dollars per share) 38.92    
Outstanding ending balance (in dollars per share) $ 43 $ 41.31  
v3.25.0.1
Stock-Based Compensation - Valuation Assumptions (Details)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]      
Risk - free interest rate (percentage), minimum     2.00%
Risk - free interest rate (percentage)   3.60%  
Risk - free interest rate (percentage), maximum     3.70%
Expected term (years)   6 years 1 month 6 days 6 years 1 month 6 days
Expected volatility (percentage), minimum     42.80%
Expected volatility (percentage)   46.50%  
Expected volatility (percentage), maximum     46.00%
Performance share units (PSUs)      
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]      
Risk - free interest rate (percentage), minimum 3.90% 3.90%  
Risk - free interest rate (percentage), maximum 4.10% 4.10%  
Expected volatility (percentage) 46.70% 46.70%  
v3.25.0.1
Stock-Based Compensation - Stock-based compensation expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based payment arrangements information      
Total stock-based compensation $ 90,658 $ 59,244 $ 42,307
Unrecognized stock-based compensation expense $ 161,900    
Weighted-average period over which unrecognized stock-based compensation expense are expected to be recognized 1 year 3 months 18 days    
Product development      
Share-based payment arrangements information      
Total stock-based compensation $ 34,802 22,955 15,030
Sales, marketing and customer support      
Share-based payment arrangements information      
Total stock-based compensation 27,804 18,299 14,265
General and administrative      
Share-based payment arrangements information      
Total stock-based compensation $ 28,052 $ 17,990 $ 13,012
v3.25.0.1
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, 2024
Dec. 31, 2023
Dec. 31, 2022
Stock-Based Compensation        
Stock-based compensation expense   $ 90,658 $ 59,244 $ 42,307
2021 Employee Stock Purchase Plan        
Stock-Based Compensation        
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        
Stock-Based Compensation        
Stock-based compensation expense   $ 1,100 $ 800 $ 600
v3.25.0.1
Stockholders' Equity (Details)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
Vote
$ / shares
shares
Dec. 31, 2023
Vote
$ / shares
shares
Nov. 06, 2024
USD ($)
May 16, 2024
USD ($)
Common stock, shares authorized | shares 1,000,000 1,000,000    
Common stock, par value | $ / shares $ 0.001 $ 0.001    
Number of rights to vote per share held | Vote 1 1    
Preferred stock, shares authorized | shares 100,000 100,000    
Preferred stock, par value | $ / shares $ 0.01 $ 0.01    
Share repurchase program, amount repurchased $ 128,667      
Repurchase Program        
Share repurchase program, authorized amount       $ 150,000
Repurchase Program | Common Stock        
Shares repurchased under the Repurchase Program (in shares) | shares 6,800      
Share repurchase program, amount repurchased $ 128,000      
Remaining Authorized, Amount 22,100      
New Repurchase Program        
Share repurchase program, authorized amount     $ 200,000  
Remaining Authorized, Amount $ 200,000      
v3.25.0.1
Supplemental Financial Statement Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Accrued Expenses      
Vendor payments $ 10,272 $ 6,286  
Employee commissions and bonuses 24,465 20,809  
Payroll and other employee related expense 10,938 10,602  
401k and pension expense 3,486 2,982  
Other taxes 5,371 3,585  
Total accrued expense 54,532 44,264  
Other Income, Net      
Interest income (12,744) (10,841) $ (2,305)
Change in fair value of contingent consideration   (1,193)  
Foreign currency exchange loss 5,324 855 1,102
Other miscellaneous income, net (68) (37) (46)
Other income, net $ (7,488) $ (11,216) $ (1,249)
v3.25.0.1
Segment Information - Geographic area (Details) - Single Reportable Segment - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Segment Information    
Total $ 109,072 $ 99,924
United States    
Segment Information    
Total 87,427 93,248
International    
Segment Information    
Total $ 21,645 $ 6,676
v3.25.0.1
Subsequent Events (Details) - USD ($)
$ in Thousands, shares in Millions
1 Months Ended 12 Months Ended
Feb. 27, 2025
Feb. 25, 2025
Jan. 31, 2025
Dec. 31, 2024
Subsequent Events        
Share repurchase program, amount repurchased       $ 128,667
Common Stock | Share Repurchase Program        
Subsequent Events        
Shares repurchased under the Repurchase Program (in shares)       6.8
Share repurchase program, amount repurchased       $ 128,000
Subsequent Event | Rockerbox        
Subsequent Events        
Expected payment to acquire business per agreement.   $ 85,000    
Subsequent Event | Common Stock | Share Repurchase Program        
Subsequent Events        
Shares repurchased under the Repurchase Program (in shares)     1.1  
Share repurchase program, amount repurchased     $ 22,200  
Repurchase of share authorized under share repurchase plan $ 150,000