Business Combinations

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

On March 22, 2021, the Company acquired all outstanding stock of DocSend, a secure document sharing and analytics company. The Company believes the combination of Dropbox, HelloSign, and DocSend will help customers across industries manage end-to-end document workflows—from content collaboration to sharing and e-signature—giving them more control over their business results. The results of DocSend's operations have been included in the Company’s condensed consolidated results of operations since the date of acquisition.

The purchase consideration transferred consisted of the following:


	Purchase consideration
Cash paid to common and preferred stockholders and vested option holders	$	125.5
Transaction costs paid by Dropbox on behalf of DocSend	5.0
Fair value of assumed DocSend options attributable to pre-combination services(1)	1.2
Purchase price adjustments	0.1
Total purchase consideration	$	131.8

(1) The fair value of options assumed was based upon the Black-Scholes option-pricing model.

In addition to the total purchase consideration above, the Company has compensation agreements with key DocSend personnel consisting of $30.7 million in future cash payments subject to ongoing employee service. The related expenses are recognized within sales and marketing and research and development expenses over the required service period of three years. The payments began in the first quarter of 2022, with $10.2 million paid during the three months ended March 31, 2022. The remaining balance of $20.5 million will be paid out over the next two years in accordance with the acquisition agreement.

The purchase consideration was allocated to the tangible and intangible assets and liabilities acquired as of the acquisition date, with the excess recorded to goodwill as shown below.


Assets acquired:
Cash and cash equivalents	$	5.1
Acquisition-related intangible assets	20.6
Accounts receivable, prepaid and other assets	6.1
Total assets acquired	$	31.8

Liabilities assumed:
Accounts payable, accrued and other liabilities	$	6.4
Deferred revenue	1.9
Deferred tax liability	1.9
Total liabilities assumed	10.2
Net assets acquired, excluding goodwill	21.6
Total purchase consideration	131.8
Goodwill(2)	$	110.2

(2) The goodwill recognized was primarily attributable to the opportunity to expand the user base of the Company's platform. The goodwill is not deductible for U.S. federal income tax purposes.

The fair value of the separately identifiable finite-lived intangible assets acquired and estimated weighted average useful lives are as follows:


	Estimated fair values		Estimated weighted average useful lives (In years)
Developed technology	$	11.5	5.0
Customer relationships	8.1		5.0
Trade name	1.0		5.0
Total acquisition-related intangible assets	$	20.6

The fair values of the acquisition-related intangible assets were determined using the following methodologies: the multi-period excess earnings method for customer relationships, and the relief from royalty method for developed technology, and the trade name, respectively. The valuation model inputs required the application of significant judgment by management. The acquired intangible assets have a total weighted average amortization period of 5.0 years.

One-time acquisition-related diligence costs of $1.2 million were expensed within general and administrative expenses as incurred during the three months ended March 31, 2021.