ias-20230504
false000184271800018427182023-05-042023-05-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 4, 2023
___________________________________
INTEGRAL AD SCIENCE HOLDING CORP.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-40557
(Commission File Number)
83-0731995
(I.R.S. Employer Identification Number)
Not applicable1
(Address of principal executive offices)(Zip Code)
646 278-4871
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.001IASThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
1 Any stockholder or other communication required to be sent to our principal executive offices may be directed to our mailing address: 99 Wall Street, #1950, New York, NY 10005



Item 2.02. Results of Operations and Financial Condition.

On May 4, 2023, Integral Ad Science Holding Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished herewith as Exhibit 99.1.

The information contained in this Item 2.02 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits.

Exhibit No.Description of Exhibit
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 4, 2023

INTEGRAL AD SCIENCE HOLDING CORP.
By:
/s/ Tania Secor
Name:
Tania Secor
Title:
Chief Financial Officer
(Principal Financial Officer)

Document


https://cdn.kscope.io/a9974ee69ae9cc72a04892cb9cb4b16d-image_0.jpg
IAS Reports First Quarter 2023 Financial Results

Total revenue increased 19% to $106.1 million

Net income increased to $3.1 million, or $0.02 per share, at a 3% margin; adjusted EBITDA increased to $34.1 million at a 32% margin

Increases full year financial outlook based on strong first quarter results and positive business trends
NEW YORK May 4, 2023 – Integral Ad Science Holding Corp. (Nasdaq: IAS), a global leader in digital media quality, today announced financial results for the first quarter ended March 31, 2023.

"We exceeded our first quarter outlook with increased demand across our product portfolio and benefited from several recent new customer wins," said Lisa Utzschneider, CEO of IAS. "Marketers trust IAS to measure and optimize their digital advertising spend while protecting brand safety. We are advancing our technology and platform partnerships to ensure our customers leverage actionable data in fast-growing channels."
First Quarter 2023 Financial Highlights
Total revenue was $106.1 million, a 19% increase compared to $89.2 million in the prior-year period.

Programmatic revenue was $51.0 million, a 26% increase compared to $40.6 million in the prior-year period.

Advertiser direct revenue was $40.7 million, an 18% increase compared to $34.6 million in the prior-year period.

Supply side revenue was $14.4 million, a 2% increase compared to $14.1 million in the prior-year period.

International revenue, excluding the Americas, was $31.9 million, an 11% increase compared to $28.7 million in the prior-year period, or 30% of total revenue for the first quarter of 2023.

Gross profit was $84.4 million, a 16% increase compared to $72.7 million in the prior-year period. Gross profit margin was 80% for the first quarter of 2023.

Net income increased to $3.1 million, or $0.02 per share, compared to net income of $1.2 million, or $0.01 per share, in the prior-year-period. Net income margin was 3% for the first quarter of 2023.

Adjusted EBITDA* increased to $34.1 million compared to $24.8 million in the prior-year period. Adjusted EBITDA* margin was 32% for the first quarter of 2023.

Cash and cash equivalents were $94.4 million at March 31, 2023.




Recent Business Highlights

YouTube Measurement Enhancement - IAS's brand safety and suitability reporting on YouTube will now be aligned to the Global Alliance for Responsible Media (GARM) framework. As a result, IAS will offer more granular reporting for campaigns on YouTube.

Netflix Ad-Supported Plan - IAS launched viewability and invalid traffic verification for Netflix’s ad-supported plan. IAS’s verification on Netflix is now available in 12 markets globally and across all platforms.
Amazon Publisher Services Integration - IAS is the first verification vendor whose suite of publisher optimization solutions are now available via Amazon Publisher Services’ (APS) Connections Marketplace. By leveraging their existing APS connection, publishers can easily discover and onboard new tech solutions with a streamlined and more efficient adoption and integration process.
Samsung Partnership - IAS's Publica business has renewed its exclusive partnership with Samsung to be their primary CTV ad server, helping them to power their ad break decisioning across Samsung TV Plus globally.
Lumen Research - IAS announced a strategic partnership with U.K.-based Lumen Research, a global attention technology company specializing in cutting edge eye tracking solutions. By combining IAS’s attention capabilities and actionable data with Lumen’s eye-tracking expertise, IAS's customers will have an even more powerful way to track which impressions have captured attention and are likely to drive a business result.











Financial Outlook

"In addition to strong top-line performance, we grew net income and adjusted EBITDA in the first quarter," said Tania Secor, CFO of IAS. "Our strong balance sheet and healthy cash flows allow us to invest in the growth of the business. We are raising our 2023 outlook to reflect our first quarter results and positive business momentum highlighted by new customer wins and expanded market opportunities."

IAS is introducing the following financial outlook for the second quarter of 2023 and increasing its full year 2023 outlook for revenue and adjusted EBITDA:

Quarter Ending June 30, 2023:
Total revenue in the range of $111 million to $113 million
Adjusted EBITDA* in the range of $35 million to $37 million

Year Ending December 31, 2023:
Total revenue in the range of $457 million to $465 million
Adjusted EBITDA* in the range of $147 million to $153 million

* See “Supplemental Disclosure Regarding Non-GAAP Financial Information” section herein for an explanation of these measures. IAS is unable to provide a reconciliation for forward-looking guidance of Adjusted EBITDA and corresponding margin to net income (loss), the most closely comparable GAAP measures, because certain material reconciling items, such as depreciation and amortization, interest expense, income tax expense (benefit) and acquisition, restructuring and integration expenses, cannot be estimated due to factors outside of IAS's control and could have a material impact on the reported results. However, IAS estimates stock-based compensation expense for the second quarter of 2023 in the range of $15.5 million to $17.5 million and for the full year 2023 in the range of $61.0 million to $64.0 million. A reconciliation is not available without unreasonable effort.



INTEGRAL AD SCIENCE HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)March 31,
2023
December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents$94,427 $86,877 
Restricted cash308 45 
Accounts receivable, net62,739 67,884 
Unbilled receivables40,376 41,550 
Prepaid expenses and other current assets21,368 24,761 
Due from related party20 29 
Total current assets219,238 221,146 
Property and equipment, net3,871 2,412 
Internal use software, net27,543 23,642 
Intangible assets, net207,968 217,558 
Goodwill674,754 674,094 
Operating lease right-of-use assets21,246 22,787 
Deferred tax asset, net1,718 2,020 
Other long-term assets5,083 5,024 
Total assets$1,161,421 $1,168,683 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses$47,518 $60,799 
Due to related party179 122 
Deferred revenue622 99 
Operating lease liabilities, current6,387 6,749 
Total current liabilities54,706 67,769 
Net deferred tax liability42,740 45,495 
Long-term debt213,378 223,262 
Operating lease liabilities, non-current21,720 22,875 
Other long-term liabilities1,113 1,066 
Total liabilities333,657 360,467 
Commitments and Contingencies
Stockholders’ Equity
Preferred Stock, $0.001 par value, 50,000,000 shares authorized at March 31, 2023; 0 shares issued and outstanding at March 31, 2023 and December 31, 2022.— — 
Common Stock, $0.001 par value, 500,000,000 shares authorized, 154,811,980 and 153,990,128 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively.154 154 
Additional paid-in-capital824,498 810,186 
Accumulated other comprehensive loss(1,750)(2,899)
Retained earnings4,862 775 
Total stockholders’ equity827,764 808,216 
Total liabilities and stockholders’ equity$1,161,421 $1,168,683 





INTEGRAL AD SCIENCE HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)


Three Months Ended March 31,
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)20232022
Revenue$106,092 $89,242 
Operating expenses:
Cost of revenue (excluding depreciation and amortization shown below)21,682 16,561 
Sales and marketing26,260 23,080 
Technology and development15,529 16,988 
General and administrative20,723 16,794 
Depreciation and amortization12,825 12,458 
Foreign exchange gain, net (1)
(516)(49)
Total operating expenses96,503 85,832 
Operating income 9,589 3,410 
Interest expense, net(3,417)(1,426)
Net income before income taxes6,172 1,984 
Provision for income taxes(3,026)(825)
Net income$3,146 $1,159 
Net income per share – basic and diluted:$0.02 $0.01 
Weighted average shares outstanding:
Basic154,315,219 154,477,403
Diluted157,884,615 157,159,026 
Other comprehensive income:
Foreign currency translation adjustments1,149 (974)
Total comprehensive income$4,295 $185 

(1) Prior period amounts have been reclassified to conform to current period presentation.



Detail of Stock-Based Compensation

(IN THOUSANDS)Three Months Ended March 31,
20232022
Cost of revenue$84 $56 
Sales and marketing3,887 2,531 
Technology and development3,170 1,536 
General and administrative4,165 4,016 
Total stock-based compensation$11,306 $8,139 






INTEGRAL AD SCIENCE HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(UNAUDITED)

Three Months Ended March 31, 2023
Common Stock
(IN THOUSANDS, EXCEPT SHARE DATA)SharesAmountAdditional
paid-in
capital
Accumulated
other
comprehensive
income (loss)
Retained earningsTotal
stockholders’
equity
Balance, December 31, 2022153,990,128 $154 $810,186 $(2,899)$775 $808,216 
RSUs vested371,740 — — — — — 
Option exercises338,949 — 2,115 — — 2,115 
ESPP purchase111,163 — 882 — — 882 
Stock-based compensation— — 11,315 — — 11,315 
Foreign currency translation adjustment— — — 1,149 — 1,149 
Adoption of ASC 326, net of tax— — — — 941 941 
Net income— — — — 3,146 3,146 
Balance, March 31, 2023154,811,980 $154 $824,498 $(1,750)$4,862 $827,764 


Three Months Ended March 31, 2022

Common Stock
(IN THOUSANDS, EXCEPT SHARE DATA)SharesAmountAdditional
paid-in
capital
Accumulated
other
comprehensive
income
Accumulated
deficit
Total
stockholders’
equity
Balance, December 31, 2021154,398,495 $154 $781,951 $(315)$(14,600)$767,190 
RSUs vested12,094 — — — — — 
Option exercises605,682 2,531 — — 2,532 
Stock-based compensation— — 8,134 — — 8,134 
Foreign currency translation adjustment— — — (974)— (974)
Net income— — — — 1,159 1,159 
Balance, March 31, 2022155,016,271 $155 $792,616 $(1,289)$(13,441)$778,041 






INTEGRAL AD SCIENCE HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Three Months Ended March 31,
(IN THOUSANDS)20232022
Cash flows from operating activities:
Net income$3,146 $1,159 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization12,825 12,458 
Stock-based compensation11,306 8,139 
Foreign currency gain, net(678)— 
Deferred tax benefit(2,767)(719)
Amortization of debt issuance costs116 116 
Allowance for credit losses514 314 
Impairment of assets — 49 
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable6,642 (1,673)
Decrease in unbilled receivables1,292 649 
Decrease (increase) in prepaid expenses and other current assets3,063 (2,612)
Decrease (increase) in operating leases, net20 (195)
Increase in other long-term assets(19)(185)
Decrease in accounts payable and accrued expenses(13,073)(6,520)
Increase in deferred revenue522 173 
Increase in due to/from related party47 34 
Net cash provided by operating activities22,956 11,187 
Cash flows from investing activities:
Purchase of property and equipment(1,282)(328)
Acquisition and development of internal use software and other(7,060)(2,677)
Net cash used in investing activities(8,342)(3,005)
Cash flows from financing activities:
Proceeds from the Revolver75,000 — 
Repayment of long-term debt(85,000)— 
Repayment of short-term debt— (1,934)
Exercise of stock options2,115 2,532 
Cash received from Employee Stock Purchase Program787 — 
Net cash (used in) provided by financing activities(7,098)598 
Net increase in cash, cash equivalents and restricted cash7,516 8,780 
Effect of exchange rate changes on cash, cash equivalents and restricted cash305 278 
Cash, cash equivalents and restricted cash at beginning of period89,671 76,078 
Cash, cash equivalents, and restricted cash, at end of period$97,492 $85,137 
Supplemental Disclosures:
Cash paid during the period for:
Interest$3,004 $1,298 
Taxes$935 $977 
Non-cash investing and financing activities:
Property and equipment acquired included in accounts payable$433 $16 
Internal use software acquired included in accounts payable$1,309 $1,128 
Lease liabilities arising from right of use assets$28,107 $27,650 



Supplemental Disclosure Regarding Non-GAAP Financial Information

We use supplemental measures of our performance, which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. Adjusted EBITDA is the primary financial performance measure used by management to evaluate our business and monitor ongoing results of operations. Adjusted EBITDA is defined as income before depreciation and amortization, stock-based compensation, interest expense, income taxes, acquisition, restructuring and integration costs, foreign exchange gain, net, asset impairments, and other one-time, non-recurring costs. Adjusted EBITDA margin represents the adjusted EBITDA for the applicable period divided by the revenue for that period presented in accordance with GAAP.

We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our shareholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period-to-period comparisons. Although we believe these measures are useful to investors and analysts for the same reasons they are useful to management, as discussed below, these measures are not a substitute for, or superior to, U.S. GAAP financial measures or disclosures. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Reconciliations of historical Adjusted EBITDA to its most directly comparable GAAP financial measure, net income/loss, are presented below. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future fiscal periods, we may exclude such items and may incur income and expenses similar to these excluded items.



Reconciliation of Adjusted EBITDA


(IN THOUSANDS)Three Months Ended March 31,
 20232022
Net income$3,146 $1,159 
Depreciation and amortization12,825 12,458 
Stock-based compensation11,306 8,139 
Interest expense, net3,417 1,426 
Provision for income taxes3,026 825 
Acquisition, restructuring and integration costs811 749 
Foreign exchange gain, net(1)
(516)— 
Asset impairments and other costs38 49 
Adjusted EBITDA$34,053 $24,805 
Revenue$106,092 $89,242 
Net income margin%%
Adjusted EBITDA margin32 %28 %

(1) The adjustment for foreign exchange gain, net, was effective for the three months ended June 30, 2022 and periods thereafter. Adjusted EBITDA has not been recast for this adjustment for periods prior to June 30, 2022, because such adjustments would have been immaterial in such periods.






Conference Call and Webcast Information
IAS will host a conference call and live webcast to discuss its first quarter 2023 financial results today at 5:00 p.m. ET. To access the live webcast and conference call dial-in, please register under the "News & Events" section of IAS's investor relations website. A replay will be available on IAS's investor relations website following the live call: https://investors.integralads.com.

About Integral Ad Science
Integral Ad Science (IAS) is a global leader in digital media quality. IAS makes every impression count, ensuring that ads are viewable by real people, in safe and suitable environments, activating contextual targeting, and driving supply path optimization. Our mission is to be the global benchmark for trust and transparency in digital media quality for the world's leading brands, publishers, and platforms. We do this through data-driven technologies with actionable real-time signals and insight. Founded in 2009 and headquartered in New York, IAS works with thousands of top advertisers and premium publishers worldwide. For more information, visit integralads.com.
Forward-Looking Statements
This earnings press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including: (i) the adverse effect on our business, operating results, financial condition, and prospects from various macroeconomic factors including inflation, rising interest rates, potential recession, instability in geopolitical or market conditions generally and instability in the financial markets and banking industry; (ii) our dependence on the overall demand for advertising; (iii) a failure to innovate or make the right investment decisions; (iv) our failure to maintain or achieve industry accreditation standards; (v) our ability to compete successfully with our current or future competitors in an intensely competitive market; (vi) our dependence on integrations with advertising platforms, demand-side providers (“DSPs”) and proprietary platforms that we do not control; (vii) our international expansion; (viii) our ability to expand into new channels; (ix) our ability to sustain our profitability and revenue growth rate decline; (x) risks that our customers do not pay or choose to dispute their invoices; (xi) risks of material changes to revenue share agreements with certain DSPs; (xii) the impact that any future acquisitions, strategic investments, or alliances may have on our business, financial condition, and results of operations; (xiii) interruption by man-made problems such as terrorism, computer viruses, or social disruption impacting advertising spending; (xiv) the risk of failures in the systems and infrastructure supporting our solutions and operations; and (xv) other factors disclosed in our filings with the SEC. Given these factors, as well as other variables that may affect our operating results, you should not rely on forward-looking statements, assume that past financial performance will be a reliable indicator of future performance, or use historical trends to anticipate results or trends in future periods.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. The forward-looking statements included in this press release are made only as of the date hereof. We undertake no obligation to update or revise any forward- looking statement as a result of new information, future events or otherwise, except as otherwise required by law.



Investor Contact:
Jonathan Schaffer / Lauren Hartman
ir@integralads.com

Media Contact:
press@integralads.com