Business Combinations

6 Months Ended

Jun. 30, 2025

Business Combinations

Business Combinations

4.      Business Combinations

Rockerbox, Inc.

On March 13, 2025, the Company acquired all of the outstanding stock of Rockerbox, Inc. (“Rockerbox”), a global leader in marketing attribution. The acquisition enhances DoubleVerify’s suite of data solutions, advancing the Company’s capabilities in end-to-end media performance measurement and AI-powered activation. The total purchase price of $82.3 million, net of cash acquired, includes measurement period adjustments of $0.2 million recorded during the three months ended June 30, 2025.

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

(in thousands)	Acquisition Date
Assets:
Cash and cash equivalents	$	2,131
Trade receivables		1,601
Prepaid expenses		195
Other assets		1
Escrow assets		6,000
Deferred tax assets (liabilities)		(3,123)
Intangible assets:
Technology		11,000
Customer relationships		6,700
Total intangible assets		17,700
Goodwill		72,098
Total assets acquired	$	96,603
Liabilities:
Trade payables	$	504
Deferred revenue		4,573
Other liabilities		1,049
Escrow liabilities		6,000
Total liabilities assumed		12,126
Total purchase consideration	$	84,477
Cash acquired		(2,131)
Purchase consideration, net of cash acquired	$	82,346

The acquired intangible assets of Rockerbox 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 6.3 years. The Company recognized a deferred tax liability of $3.1 million in relation to the intangible assets acquired. The deferred tax liability recognized in relation to the acquisition of Rockerbox was recorded in Deferred tax assets within the Condensed Consolidated Balance Sheets due to jurisdictional netting requirements.

The goodwill and identified intangible assets are not deductible for tax purposes. The Company incurred acquisition-related transaction costs of $0.2 million and $1.4 million included in General and administrative expenses in the Condensed Consolidated Statement of Operations and Comprehensive Income for the three and six months ended June 30, 2025, respectively.

The goodwill associated with Rockerbox 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 technology assets, and the ability to grow the Company through adding additional customer relationships or new solutions in the future.

The preliminary allocations of the purchase price for Rockerbox are subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on the accompanying Condensed Consolidated Financial Statements. The allocations of the purchase price will be finalized once all information is obtained and assessed, not to exceed one year from the acquisition date. The primary areas of the purchase allocation that are not yet finalized relate to direct and indirect taxes.

The acquisition of Rockerbox was immaterial to the Company's Condensed Consolidated Financial Statements for the three months and six months ended June 30, 2025, and therefore, supplemental information disclosure on an unaudited pro forma basis is not presented.