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): November 2, 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 November 2, 2023, Integral Ad Science Holding Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended September 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: November 2, 2023

/s/ Tania Secor
Tania Secor
Chief Financial Officer


IAS Reports Third Quarter 2023 Financial Results

Total revenue increased 19% to $120.3 million

Net loss of $13.7 million, or $0.09 per share, at an 11% margin; adjusted EBITDA increased to $40.6 million at a 34% margin

Increases full year financial outlook

NEW YORK November 2, 2023 – Integral Ad Science Holding Corp. (Nasdaq: IAS), a leading global media measurement and optimization platform, today announced financial results for the third quarter ended September 30, 2023.

"We achieved strong results in the third quarter highlighted by 21% growth in optimization revenue and a 23% increase in measurement revenue. Social media revenue growth accelerated to 41% as we extended our global platform partnerships and increased customer adoption of our market leading products. We are raising our full year 2023 financial outlook based on our positive third quarter performance and business momentum in the fourth quarter," said Lisa Utzschneider, CEO of IAS.
Third Quarter 2023 Financial Highlights
Total revenue was $120.3 million, a 19% increase compared to $101.3 million in the prior-year period.

Optimization revenue was $57.0 million, a 21% increase compared to $47.1 million in the prior-year period.

Measurement revenue was $47.8 million, a 23% increase compared to $39.0 million in the prior-year period.

Publisher revenue was $15.5 million compared to $15.3 million in the prior-year period.

International revenue, excluding the Americas, was $36.9 million, a 17% increase compared to $31.6 million in the prior-year period, or 31% of total revenue for the third quarter of 2023.

Gross profit was $94.7 million, a 15% increase compared to $82.2 million in the prior-year period. Gross profit margin was 79% for the third quarter of 2023.

Net loss was $13.7 million, or $0.09 per share, compared to net income of $0.8 million, or $0.00 per share, in the prior-year-period. Net loss margin was 11% for the third quarter of 2023.

Adjusted EBITDA* increased to $40.6 million, a 35% increase compared to $30.1 million in the prior-year period. Adjusted EBITDA* margin was 34% for the third quarter of 2023.

Cash and cash equivalents were $92.2 million at September 30, 2023.

Recent Business Highlights
TikTok Expansion - During the quarter, IAS continued to expand its Total Media Quality (TMQ) brand safety and suitability measurement product in TikTok. TMQ is now available to advertisers in more than 50 markets.
YouTube Suitability Dashboard - Advertisers using IAS's TMQ product on YouTube now have access to a suitability dashboard that allows them to analyze brand suitability trends and create a custom suitability profile.
Google Campaign Manager Integration - IAS enhanced its integration with Google Campaign Manager 360. Marketers now have the ability to wrap tags, create, and launch campaigns with ease. This enhancement ensures advertiser data is automatically populated in IAS Signal and creates greater efficiencies and reduced campaign creation time.

X Partnership - IAS announced an exclusive, first-to-market partnership with X to provide pre-bid brand safety and suitability across the social media platform. IAS leads the industry in providing end-to-end support for marketers on X with a full array of solutions from measurement to optimization.
Instacart Partnership - IAS announced that it will provide viewability and invalid traffic (IVT) measurement on Instacart Ads, Instacart’s advertising products and solutions, which reaches more than 5,500 brands.
Amazon DSP Integration - IAS enhanced its integration with Amazon Ads to include Context Control pre-bid segments. In addition to IAS’s standard pre-bid segments within Amazon’s DSP, customers can now easily discover and avoid unsuitable content and reach contextually relevant content.
TrustArc Certification - IAS earned its first certification from TrustArc. The TRUSTe Enterprise Privacy seal certifies that IAS’s data privacy policies and practices align with the standards set by the leaders in governance and compliance.

Financial Outlook

“We are pleased with 19% revenue growth for the third quarter which reflects investments we have made in key business initiatives,” said Tania Secor, CFO of IAS. “We continue to prioritize profitable growth, and adjusted EBITDA margin expanded to 34% in the period. During the quarter, we paid down an additional $20 million in debt for a total of $50 million in debt reduction year-to-date. We look forward to executing on our strategy in the fourth quarter, our seasonally strongest period."

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

Fourth Quarter Ending December 31, 2023:
Total revenue of $130 million to $132 million
Adjusted EBITDA* of $45 million to $47 million

Year Ending December 31, 2023:
Total revenue of $470 million to $472 million
Adjusted EBITDA* of $157 million to $159 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 fourth quarter of 2023 in the range of $15 million to $16 million and for the full year 2023 in the range of $81 million to $82 million.


December 31, 2022
Current assets:
Cash and cash equivalents$92,248 $86,877 
Restricted cash127 45 
Accounts receivable, net86,682 67,884 
Unbilled receivables41,857 41,550 
Prepaid expenses and other current assets18,853 24,761 
Due from related party20 29 
Total current assets239,787 221,146 
Property and equipment, net3,506 2,412 
Internal use software, net36,079 23,642 
Intangible assets, net188,402 217,558 
Goodwill673,755 674,094 
Operating lease right-of-use assets22,368 22,787 
Deferred tax asset, net1,673 2,020 
Other long-term assets4,705 5,024 
Total assets$1,170,275 $1,168,683 
Current liabilities:
Accounts payable and accrued expenses$59,748 $60,799 
Due to related party38 122 
Deferred revenue237 99 
Operating lease liabilities, current9,031 6,749 
Total current liabilities69,054 67,769 
Net deferred tax liability24,371 45,495 
Long-term debt173,609 223,262 
Operating lease liabilities, non-current20,299 22,875 
Other long-term liabilities4,296 1,066 
Total liabilities291,629 360,467 
Commitments and Contingencies (Note 13)
Stockholders’ Equity
Preferred Stock, $0.001 par value, 50,000,000 shares authorized at September 30, 2023; 0 shares issued and outstanding at September 30, 2023 and December 31, 2022.— — 
Common Stock, $0.001 par value, 500,000,000 shares authorized, 157,597,931 and 153,990,128 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively.158 154 
Additional paid-in-capital883,386 810,186 
Accumulated other comprehensive loss(3,688)(2,899)
Retained earnings (accumulated deficit)(1,210)775 
Total stockholders’ equity878,646 808,216 
Total liabilities and stockholders’ equity$1,170,275 $1,168,683 


Three Months Ended September 30,
Nine Months Ended September 30,
Revenue$120,331 $101,343 $340,074 $290,913 
Operating expenses:
Cost of revenue (excluding depreciation and amortization shown below)25,599 19,171 71,100 53,864 
Sales and marketing29,604 28,190 87,566 77,961 
Technology and development17,211 19,459 53,850 54,071 
General and administrative22,611 20,150 85,673 56,081 
Depreciation and amortization14,027 12,617 40,373 37,585 
Foreign exchange loss, net2,078 4,064 931 3,503 
Total operating expenses111,130 103,651 339,493 283,065 
Operating income (loss)9,201 (2,308)581 7,848 
Interest expense, net(3,109)(2,619)(9,747)(5,859)
Employee retention tax credit— 6,981 — 6,981 
Net income (loss) before income taxes6,092 2,054 (9,166)8,970 
Benefit (provision) from income taxes(19,841)(1,287)6,240 (5,083)
Net income (loss)$(13,749)$767 $(2,926)$3,887 
Net income (loss) per share:
Basic$(0.09)$0.00 $(0.02)$0.03 
Diluted$(0.09)$0.00 $(0.02)$0.02 
Weighted average shares outstanding:
Basic157,055,904 155,389,195 157,691,005 155,007,655 
Diluted157,055,904 156,696,754 157,691,005 157,581,569 
Other comprehensive loss:
Foreign currency translation adjustments(1,717)(3,248)(789)(11,218)
Total comprehensive loss$(15,466)$(2,481)$(3,715)$(7,331)

Stock-Based Compensation

Three Months Ended September 30,Nine Months Ended September 30,
Cost of revenue$118 $101 $328 $258 
Sales and marketing5,714 4,457 17,859 10,650 
Technology and development2,902 3,168 13,434 6,979 
General and administrative5,166 6,521 34,020 15,220 
Total stock-based compensation$13,900 $14,247 $65,641 $33,107 


Three Months Ended September 30, 2023
 Common Stock    
comprehensive loss
Retained earnings (accumulated deficit)Total
Balance, July 1, 2023156,279,075 $156 $867,490 $(1,971)$12,539 $878,214 
RSUs and MSUs vested1,102,702 — — — 
Option exercises53,748 590 — — 591 
ESPP purchase162,406 — 1,424 — — 1,424 
Stock-based compensation— — 13,882 — — 13,882 
Foreign currency translation adjustment— — — (1,717)— (1,717)
Net loss— — — — (13,749)(13,749)
Balance, September 30, 2023157,597,931 $158 $883,386 $(3,688)$(1,210)$878,646 

Nine Months Ended September 30, 2023
 Common Stock    
comprehensive loss
Retained earnings (accumulated deficit)Total
Balance, January 1, 2023153,990,128 $154 $810,186 $(2,899)$775 $808,216 
RSUs and MSUs vested2,692,984 — — — 
Option exercises641,250 5,583 — — 5,584 
ESPP purchase273,569 — 2,306 — — 2,306 
Stock-based compensation— — 65,311 — — 65,311 
Foreign currency translation adjustment— — — (789)— (789)
Adoption of ASC 326, net of tax— — — — 941 941 
Net loss— — — — (2,926)(2,926)
Balance, September 30, 2023
157,597,931 $158 $883,386 $(3,688)$(1,210)$878,646 

Three Months Ended September 30, 2022
 Common Stock    
comprehensive loss
Balance, July 1, 2022155,498,704 $155 $804,175 $(8,285)$(11,479)$784,566 
RSUs vested471,995 — — — — — 
Option exercises603,670 2,526 — — 2,527 
Stock-based compensation— — 14,225 — — 14,225 
Foreign currency translation adjustment— — — (3,248)— (3,248)
Repurchase of common stock(3,080,061)(3)(23,652)— — (23,655)
Net income— — — — 767 767 
Balance, September 30, 2022153,494,308 $153 $797,274 $(11,533)$(10,711)$775,183 

Nine Months Ended September 30, 2022
 Common Stock    
comprehensive loss
Balance, January 1, 2022154,398,495 $154 $781,951 $(315)$(14,600)$767,190 
RSUs vested761,208 — — — 
Option exercises1,414,666 5,907 — — 5,908 
Stock-based compensation— — 33,068 — — 33,068 
Foreign currency translation adjustment— — — (11,218)— (11,218)
Repurchase of common stock(3,080,061)(3)(23,652)— — (23,655)
Net income— — — — 3,887 3,887 
Balance, September 30, 2022153,494,308 $153 $797,274 $(11,533)$(10,711)$775,183 


Nine Months Ended September 30,
(IN THOUSANDS)20232022
Cash flows from operating activities:
Net income (loss)$(2,926)$3,887 
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization40,373 37,585 
Stock-based compensation65,641 33,107 
Foreign currency loss, net571 3,503 
Deferred tax benefit(17,974)(657)
Amortization of debt issuance costs348 348 
Allowance for credit losses2,223 647 
Employee retention tax credit    — (6,981)
Impairment of assets — 55 
Changes in operating assets and liabilities:
Increase in accounts receivable(19,936)(8,031)
Increase in unbilled receivables(370)(289)
Decrease (increase) in prepaid expenses and other current assets5,851 (6,757)
Decrease (increase) in operating leases, net139 (502)
Increase in other long-term assets(27)(330)
Increase (decrease) in accounts payable and accrued expenses148 (8,226)
Increase in deferred revenue150 127 
Increase (decrease) in due to/from related party(93)74 
Net cash provided by operating activities74,118 47,560 
Cash flows from investing activities:
Payment for acquisitions, net of acquired cash— (1,603)
Purchase of property and equipment(1,954)(917)
Acquisition and development of internal use software and other(23,539)(9,952)
Net cash used in investing activities(25,493)(12,472)
Cash flows from financing activities:
Proceeds from the Revolver75,000 15,000 
Repayment of long-term debt(125,000)(25,000)
Repayment of short-term debt— (1,836)
Proceeds from exercise of stock options5,584 5,908 
Payments for repurchase of common stock— (23,655)
Cash received from Employee Stock Purchase Program2,236 388 
Net cash used in financing activities(42,180)(29,195)
Net increase in cash, cash equivalents and restricted cash6,445 5,893 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,330)(5,396)
Cash, cash equivalents and restricted cash at beginning of period89,671 76,078 
Cash, cash equivalents and restricted cash at end of period$94,786 $76,575 
Supplemental Disclosures:
Cash paid during the period for:
Interest$8,880 $5,548 
Taxes$10,361 $11,817 
Non-cash investing and financing activities:
Property and equipment acquired included in accounts payable$17 $145 
Internal use software acquired included in accounts payable$1,012 $1,385 
Lease liabilities arising from right of use assets$29,330 $26,214 

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 September 30,Nine Months Ended September 30,
Net income (loss)$(13,749)$767 $(2,926)$3,887 
Depreciation and amortization14,027 12,617 40,373 37,585 
Stock-based compensation13,900 14,247 65,641 33,107 
Interest expense, net3,109 2,619 9,747 5,859 
Provision (benefit) from income taxes19,841 1,287 (6,240)5,083 
Acquisition, restructuring and integration costs1,353 1,518 2,974 4,396 
Foreign exchange loss, net(1)
2,078 4,064 931 3,551 
Employee retention tax credit— (6,981)— (6,981)
Asset impairments and other costs11 1,517 55 
Adjusted EBITDA$40,570 $30,144 $112,017 $86,542 
Revenue$120,331 $101,343 $340,074 $290,913 
Net income (loss) margin(11)%%(1)%%
Adjusted EBITDA margin34 %30 %33 %30 %

(1)The adjustment for foreign exchange loss, 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 third 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 recessions, 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 ability to expand into new channels; (viii) our ability to sustain our profitability and revenue growth rate decline; (ix) risks that our customers do not pay or choose to dispute their invoices; (x) risks of material changes to revenue share agreements with certain DSPs; (xi) our ability to effectively manage our growth; (xii) the impact that any acquisitions we have completed in the past and may consummate in the future, strategic investments, or alliances may have on our business, financial condition, and results of operations; (xiii) our ability to successfully execute our international plans; (xiv) the risks associated with the seasonality of our market; (xv) our ability to maintain high impression volumes; (xvi) the difficulty in evaluating our future prospects given our short operating history; (xvii) uncertainty in how the market for buying digital advertising verification solutions will evolve; (xviii) our ability to provide digital or cross-platform analytics; (xix) our ability to maintain our corporate culture; (xx) public health outbreaks, epidemics or pandemics, such as the COVID-19 pandemic; (xxi) risks posed by earthquakes, fires, floods, and other natural catastrophic events; (xxii) interruption by man-made problems such as terrorism, computer viruses, or social disruption; (xxiii) risks that our existing indebtedness could adversely affect our business and growth prospects; (xxiv) the risk of failures in the systems and infrastructure supporting our solutions and operations; (xxv) our ability to avoid operational, technical, and performance issues with our platform; (xxvi) risks associated with any unauthorized access to user, customer, or inventory and third-party provider data; (xxvii) our inability to use software licensed from third parties; (xxviii) our ability to provide the non-proprietary technology, software, products, and services that we use; (xxiv) the risk that we are sued by third parties for alleged infringement, misappropriation, or other violation of their proprietary rights; (xxx) our ability to obtain, maintain, protect, or enforce intellectual property and proprietary rights that are important to our business; (xxxi) our involvement in lawsuits to protect or enforce our intellectual property; (xxxii) risks that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers; (xxxiii) risks that our trademarks and trade names are not adequately

protected; (xxxiv) the impact of unforeseen changes to privacy and data protection laws and regulation on digital advertising; (xxxv) the risk that a perceived failure to comply with laws and industry self-regulation may damage our reputation; and (xxxvi) 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: