Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 3, 2023
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
12 E 49th Street, 20th Floor
New York, NY 10017
(Address of principal executive offices)
646 278-4871
(Registrant's telephone number, including area code)
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.

Item 2.02. Results of Operations and Financial Condition.

On August 3, 2023, Integral Ad Science Holding Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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

Date: August 3, 2023

/s/ Tania Secor
Tania Secor
Chief Financial Officer


IAS Reports Second Quarter 2023 Financial Results

Total revenue increased 13% to $113.7 million

Net income of $7.7 million, or $0.05 per share, at a 7% margin; adjusted EBITDA increased to $37.4 million at a 33% margin

NEW YORK August 3, 2023 – Integral Ad Science Holding Corp. (Nasdaq: IAS), a leading global media measurement and optimization platform, today announced financial results for the second quarter ended June 30, 2023.

"We continue to execute on our growth strategy with results for the second quarter ahead of our prior expectations," said Lisa Utzschneider, CEO of IAS. "We are leading with innovation as we scale our products to new markets with our platform partners and unlock valuable insights with increasingly actionable data. Our global business momentum continues with several new brand logos added recently.”
Second Quarter 2023 Financial Highlights
Total revenue was $113.7 million, a 13% increase compared to $100.3 million in the prior-year period.

Optimization revenue (f/k/a programmatic) was $52.8 million, a 10% increase compared to $47.9 million in the prior-year period.

Measurement revenue (f/k/a advertiser direct) was $44.9 million, a 23% increase compared to $36.6 million in the prior-year period.

Publisher revenue (f/k/a supply side) was $15.9 million, a 1% increase compared to $15.8 million in the prior-year period.

International revenue, excluding the Americas, was $34.7 million, a 10% increase compared to $31.6 million in the prior-year period, or 30% of total revenue for the second quarter of 2023.

Gross profit was $89.8 million, a 9% increase compared to $82.2 million in the prior-year period. Gross profit margin was 79% for the second quarter of 2023.

Net income was $7.7 million, or $0.05 per share, compared to net income of $2.0 million, or $0.01 per share, in the prior-year-period. Net income margin was 7% for the second quarter of 2023. Net income for the second quarter of 2023 includes $23.5 million of stock-based compensation expense related to return-target options as well as an income tax benefit of $29.1 million in the period.

Adjusted EBITDA* increased to $37.4 million, an 18% increase compared to $31.6 million in the prior-year period. Adjusted EBITDA* margin was 33% for the second quarter of 2023.

Cash and cash equivalents were $98.8 million at June 30, 2023.

Recent Business Highlights
TikTok Expansion - During the quarter, IAS announced a significant expansion with TikTok of its Total Media Quality (TMQ) brand safety and suitability measurement product. TMQ is now available to advertisers in more than 30 markets.
Meta Partnership - In June, IAS rolled out Viewability measurement tools for Facebook and Instagram Reels. IAS will now provide viewability and invalid traffic measurement (IVT) for Meta's rapidly growing Reels video feed inventory.

Google Video Partners (GVP) Integration - In July, IAS expanded its TMQ solution for GVP. IAS is first-to-market providing GARM-aligned brand safety and suitability measurement on GVP inventory.
YouTube Shorts Integration - In July, IAS expanded its measurement capabilities to YouTube Shorts. IAS will provide viewability and IVT measurement for YouTube Shorts’ inventory.

Roku Integration - IAS announced a partnership with Roku to help advertisers accelerate their shift to TV streaming with confidence. IAS integrated its IVT pre-bid filters on Roku’s OneView DSP. In addition, IAS supports Roku’s Advertising Watermark to combat device spoofing on CTV.
IRIS.TV Partnership - IAS partnered with IRIS.TV to launch TMQ for CTV brand safety and suitability, the industry’s first video-level brand suitability measurement for CTV. IAS will provide marketers with reporting on CTV buys aligned to the GARM framework.
MRC Accreditation - IAS received the industry's first accreditation for CTV viewable impressions from the Media Rating Council (MRC). IAS is the only company to date to have earned this accreditation as well as also receiving MRC accreditation for CTV-rendered impressions.
Criteo Partnership - IAS announced a first-to-market partnership with Criteo. IAS will enable onsite viewability and IVT measurement across Criteo's network of retail media partners.
Uber Integration - IAS is partnering with Uber's advertising division to validate performance and effectiveness of Journey Ads campaigns on Uber's mobility platform. IAS will verify viewability, fraud, and brand safety to bring further transparency to Uber's brand clients.

Anzu Expansion - IAS strengthened its partnership with Anzu to provide the industry's first independent measurement solution for 3D in-game advertising.
Strategic Hire - IAS announced the appointment of Sam Cox as Senior Vice President of Product Management. Cox oversees global product strategy and execution for IAS’s programmatic and optimization solutions. He brings nearly two decades of experience in advertising technology and exchange-based trading and joins IAS most recently from Amazon and Google. IAS also announced separately that Tom Sharma, Chief Product Officer, departed IAS effective August 3rd.

Financial Outlook

"Our financial performance in the second quarter reflects our ability to meet our customers' needs with diverse offerings across the digital media ecosystem," said Tania Secor, CFO of IAS. "We expanded our margins during the quarter while investing in key growth areas. We continued to generate strong cash flow, which enabled us to pay down $20 million of debt in the period. We are on track to deliver a healthy mix of revenue growth and profitability for the full year.”

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

Third Quarter Ending September 30, 2023:
Total revenue of $112 million to $114 million
Adjusted EBITDA* of $35 million to $37 million

Year Ending December 31, 2023:
Total revenue of $459 million to $465 million
Adjusted EBITDA* of $149 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 without unreasonable effort, 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 third quarter of 2023 in the range of $13.0 million to $14.0 million and for the full year 2023 in the range of $80.0 million to $82.0 million.


December 31, 2022
Current assets:
Cash and cash equivalents$98,799 $86,877 
Restricted cash70 45 
Accounts receivable, net73,187 67,884 
Unbilled receivables39,460 41,550 
Prepaid expenses and other current assets11,766 24,761 
Due from related party20 29 
Total current assets223,302 221,146 
Property and equipment, net3,837 2,412 
Internal use software, net31,746 23,642 
Intangible assets, net198,273 217,558 
Goodwill674,866 674,094 
Operating lease right-of-use assets23,572 22,787 
Deferred tax asset, net1,743 2,020 
Other long-term assets4,711 5,024 
Total assets$1,162,050 $1,168,683 
Current liabilities:
Accounts payable and accrued expenses$50,322 $60,799 
Due to related party13 122 
Deferred revenue431 99 
Operating lease liabilities, current7,982 6,749 
Total current liabilities58,748 67,769 
Net deferred tax liability7,972 45,495 
Long-term debt193,493 223,262 
Operating lease liabilities, non-current22,461 22,875 
Other long-term liabilities1,162 1,066 
Total liabilities283,836 360,467 
Commitments and Contingencies (Note 13)
Stockholders’ Equity
Preferred Stock, $0.001 par value, 50,000,000 shares authorized at June 30, 2023; 0 shares issued and outstanding at June 30, 2023 and December 31, 2022.— — 
Common Stock, $0.001 par value, 500,000,000 shares authorized, 156,279,075 and 153,990,128 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.156 154 
Additional paid-in-capital867,490 810,186 
Accumulated other comprehensive loss(1,971)(2,899)
Retained earnings12,539 775 
Total stockholders’ equity878,214 808,216 
Total liabilities and stockholders’ equity$1,162,050 $1,168,683 


Three Months Ended June 30,
Six Months Ended June 30,
Revenue$113,651 $100,328 $219,743 $189,570 
Operating expenses:
Cost of revenue (excluding depreciation and amortization shown below)23,819 18,132 45,501 34,693 
Sales and marketing31,702 26,691 57,962 49,771 
Technology and development21,110 17,624 36,639 34,611 
General and administrative42,339 19,137 63,062 35,932 
Depreciation and amortization13,521 12,510 26,346 24,968 
Foreign exchange gain, net (1)
Total operating expenses131,860 93,582 228,363 179,414 
Operating income (loss)(18,209)6,746 (8,620)10,156 
Interest expense, net(3,221)(1,814)(6,638)(3,240)
Net income (loss) before income taxes(21,430)4,932 (15,258)6,916 
Benefit (provision) from income taxes29,107 (2,971)26,081 (3,796)
Net income$7,677 $1,961 $10,823 $3,120 
Net income per share – basic and diluted$0.05 $0.01 $0.07 $0.02 
Weighted average shares outstanding:
Basic155,425,264 155,140,684 155,267,531 154,812,037
Diluted162,634,310 156,973,684 160,850,434 157,309,858 
Other comprehensive income (loss):
Foreign currency translation adjustments(221)(6,996)928 (7,970)
Total comprehensive income (loss)$7,456 $(5,035)$11,751 $(4,850)

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

Stock-Based Compensation

(IN THOUSANDS)Three Months Ended,Six Months Ended,
June 30, 2023June 30, 2022June 30, 2023June 30, 2022
Cost of revenue$126 $101 $210 $157 
Sales and marketing8,258 3,662 12,145 6,193 
Technology and development7,362 2,276 10,532 3,811 
General and administrative24,689 4,682 28,854 8,699 
Total stock-based compensation$40,435 $10,721 $51,741 $18,860 

During the three months ended June 30, 2023, with the filing of a “shelf” registration statement on Form S-3, the market condition and the implied performance condition relating to the Return-Target Options were deemed to be probable and the Company recognized $23,450 of stock-based compensation expense for such options. Included within total stock-based compensation for the three and six months ended June 30, 2023 is the below expense related to Return-Target Options:

Stock based compensation for Return-Target options
Cost of revenue$— 
Sales and marketing2,099 
Technology and development2,568 
General and administrative18,783 
Total stock-based compensation$23,450 


Three Months Ended June 30, 2023
 Common Stock    
comprehensive loss
Retained earningsTotal
Balance, April 1, 2023154,811,980 $154 $824,498 $(1,750)$4,862 $827,764 
RSUs and MSUs vested1,218,542 — — — 
Option exercises248,553 — 2,878 — — 2,878 
Stock-based compensation— — 40,114 — — 40,114 
Foreign currency translation adjustment— — — (221)— (221)
Net income— — — — 7,677 7,677 
Balance, June 30, 2023156,279,075 $156 $867,490 $(1,971)$12,539 $878,214 

Six Months Ended June 30, 2023
 Common Stock    
comprehensive loss
Retained earningsTotal
Balance, January 1, 2023153,990,128 $154 $810,186 $(2,899)$775 $808,216 
RSUs and MSUs vested1,590,282 — — — 
Option exercises587,502 — 4,993 — — 4,993 
ESPP purchase111,163 — 882 — — 882 
Stock-based compensation— — 51,429 — — 51,429 
Foreign currency translation adjustment— — — 928 — 928 
Adoption of ASC 326, net of tax— — — — 941 941 
Net income— — — — 10,823 10,823 
Balance, June 30, 2023
156,279,075 $156 $867,490 $(1,971)$12,539 $878,214 

Three Months Ended June 30, 2022
 Common Stock    
comprehensive loss
Balance, April 1, 2022155,016,271 $155 $792,616 $(1,289)$(13,441)$778,041 
RSUs vested277,119 — — — — — 
Option exercises205,314 — 850 — — 850 
Stock-based compensation— — 10,709 — — 10,709 
Foreign currency translation adjustment— — — (6,996)— (6,996)
Net income— — — — 1,961 1,961 
Balance, June 30, 2022155,498,704 $155 $804,175 $(8,285)$(11,479)$784,566 

Six Months Ended June 30, 2022
 Common Stock    
comprehensive loss
Balance, January 1, 2022154,398,495 $154 $781,951 $(315)$(14,600)$767,190 
RSUs vested289,213 — — — — — 
Option exercises810,996 3,381 — — 3,382 
Stock-based compensation— — 18,843 — — 18,843 
Foreign currency translation adjustment— — — (7,970)— (7,970)
Net income— — — — 3,120 3,120 
Balance, June 30, 2022155,498,704 $155 $804,175 $(8,285)$(11,479)$784,566 


Six Months Ended June 30,
(IN THOUSANDS)20232022
Cash flows from operating activities:
Net income$10,823 $3,120 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization26,346 24,968 
Stock-based compensation51,741 18,860 
Foreign currency gain, net(1,239)— 
Deferred tax benefit(37,535)(728)
Amortization of debt issuance costs232 232 
Allowance for credit losses1,254 485 
Impairment of assets — 49 
Changes in operating assets and liabilities:
Increase in accounts receivable(4,483)(9,654)
Decrease in unbilled receivables2,272 1,639 
Decrease (increase) in prepaid expenses and other current assets12,619 (4,560)
Decrease (increase) in operating leases, net25 (223)
Decrease (increase) in other long-term assets(326)
Decrease in accounts payable and accrued expenses(10,225)(10,986)
Increase in deferred revenue350 221 
Increase (decrease) in due to/from related party(118)108 
Net cash provided by operating activities52,066 23,205 
Cash flows from investing activities:
Payment for acquisitions, net of acquired cash— (1,604)
Purchase of property and equipment(1,810)(460)
Acquisition and development of internal use software and other(14,928)(6,124)
Net cash used in investing activities(16,738)(8,188)
Cash flows from financing activities:
Proceeds from the Revolver75,000 — 
Repayment of long-term debt(105,000)(10,000)
Repayment of short-term debt— (1,885)
Proceeds from exercise of stock options4,993 3,381 
Cash received from Employee Stock Purchase Program1,409 — 
Net cash used in financing activities(23,598)(8,504)
Net increase in cash, cash equivalents and restricted cash11,730 6,513 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(142)(2,246)
Cash, cash equivalents and restricted cash at beginning of period89,671 76,078 
Cash, cash equivalents and restricted cash at end of period$101,259 $80,345 
Supplemental Disclosures:
Cash paid during the period for:
Interest$5,862 $3,025 
Taxes$5,609 $10,098 
Non-cash investing and financing activities:
Property and equipment acquired included in accounts payable$140 $338 
Internal use software acquired included in accounts payable$1,159 $1,130 
Lease liabilities arising from right of use assets$30,443 $28,222 

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

 Three Months Ended June 30,Six Months Ended June 30,
(in thousands)2023202220232022
Net income$7,677 $1,961 $10,823 $3,120 
Depreciation and amortization13,521 12,510 26,346 24,968 
Stock-based compensation40,435 10,721 51,741 18,860 
Interest expense, net3,221 1,814 6,638 3,240 
Provision (benefit) from income taxes(29,107)2,971 (26,081)3,796 
Acquisition, restructuring and integration costs809 2,129 1,621 2,878 
Foreign exchange gain, net(1)
Asset impairments and other costs1,469 — 1,506 49 
Adjusted EBITDA$37,394 $31,594 $71,447 $56,399 
Revenue$113,651 $100,328 $219,743 $189,570 
Net income margin%%%%
Adjusted EBITDA margin33 %31 %33 %30 %

(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 second 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 leading global media measurement and optimization platform that delivers the industry’s most actionable data to drive superior results for the world’s largest advertisers, publishers, and media platforms. IAS’s software provides comprehensive and enriched data that ensures ads are seen by real people in safe and suitable environments, while improving return on ad spend for advertisers and yield for publishers. Our mission is to be the global benchmark for trust, safety, and transparency in digital media quality. 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

Media Contact: