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United States securities and exchange commission logo
May 1, 2023
Lisa Utzschneider
Chief Executive Officer and Director
Integral Ad Science Holding Corp.
99 Wall Street, #1950
New York, NY 10005
Re: Integral Ad Science
Holding Corp.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 2, 2023
File No. 001-40557
Dear Lisa Utzschneider:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business Metrics, page 71
1. In an effort to provide
context to your key performance indicator regarding the number of
large advertising
customers, please tell us and revise to disclose the percentage of revenue
generated from this
customer base for each period presented.
2. We note that you
present various key business metrics for your advertising customers
only. Please tell us
what measures you use to evaluate the supply side of your
business and your
consideration to include a quantified discussion of such
measures. Refer to
Release No. 33-10751.
Lisa Utzschneider
FirstName
Integral AdLastNameLisa Utzschneider
Science Holding Corp.
Comapany
May 1, 2023NameIntegral Ad Science Holding Corp.
May 1,
Page 2 2023 Page 2
FirstName LastName
Results of Operations, page 74
3. There are various instances throughout your results of operations
discussion where you
cite two or more factors as contributing to the variance in a certain
line item. For
example, you state that the $21.2 million increase in cost of revenues
from December 31,
2021 to December 31, 2022 was driven primarily by an increase in
hosting fees, an
increase in revenue share to your DSP partners related to growth in
programmatic
revenue, and an increase of $0.4 million in stock-based compensation
expenses. Please
revise throughout to quantify each material factor, including any
offsetting factor(s) that
contributed to such change. In addition, refrain from using
qualitative terms such as
"predominantly" or "primarily due to" in lieu of providing specific
quantitative
disclosure. Refer to Item 303(b) of Regulation S-K. We refer you also
to comment 11 in
your March 31, 2021 response letter.
4. You state that revenue from supply side customers increased $20
million primarily due to
the acquisition of Publica. Based on information provided in your Q4
fiscal 2022 and
2021 earnings calls, it appears that excluding the impact of revenue
from Publica, your
supply side revenue would have decreased. Please tell us, and revise
to discuss, any
offsetting factor(s) that impacted your supply side revenue.
Non-GAAP Financial Measures, page 78
5. Your adjustment of $4,798 for "Foreign exchange loss, net" appears to
differ from
amounts presented elsewhere in this filing. For example, in the
consolidated statements of
operations and comprehensive income you present foreign exchange loss,
net of $4,749
for fiscal 2022 and in the consolidated statements of cash flows you
present $5,233.
Please tell us why these amounts are different. In addition, tell us
what the disclosures in
Note 2(e) for transaction gains of $480 in fiscal 2022 and transaction
losses of $621 and
$706 for the years ended December 31, 2021 and 2020, respectively
represent and how
they relate to the foreign exchange loss, net disclosures elsewhere in
the filing. To the
extent the Foreign exchange loss, net line item includes
multiple components, expand to
clarify.
Liquidity and Capital Resources, page 79
6. We note your disclosure in Note 21 regarding the restrictions placed
on substantially all of
your subsidiaries' net assets. Please expand your liquidity
disclosures to include a
discussion of the nature and extent of these restrictions pursuant to
instruction 5 to
paragraph (b) of Item 303 of Regulation S-K.
Lisa Utzschneider
FirstName
Integral AdLastNameLisa Utzschneider
Science Holding Corp.
Comapany
May 1, 2023NameIntegral Ad Science Holding Corp.
May 1,
Page 3 2023 Page 3
FirstName LastName
Exhibits
7. The certifications filed as Exhibits 31.1 and 31.2 do not include the
introductory language
in paragraph 4 and paragraph 4(b) referring to internal control over
financial reporting.
Please amend your filing to include the certifications exactly as set
forth in Item
601(b)(31) of Regulation S-K. The amendment should include updated and
corrected
Section 302 certifications, Section 906 certifications, full Item 9A
disclosure and your
audited financial statements. Refer to Question 246.13 of the
Regulation S-K C&DIs.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Chen Chen, Staff Accountant, at 202-551-7351 or Kathleen
Collins,
Accounting Branch Chief, at 202-551-3499 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Robert E. Goedert