XML 51 R32.htm IDEA: XBRL DOCUMENT v3.24.0.1
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase Consideration Transferred
The purchase consideration transferred consisted of the following:
Purchase consideration
Cash paid to stockholders$50.0 
Cash paid for extinguishing shadow stock units3.2 
Transaction costs paid by Dropbox on behalf of FormSwift2.0 
Cash purchase consideration$55.2 
Indemnification holdback (1)
14.3 
Purchase price adjustments(0.6)
Total purchase consideration$68.9 
(1) Approximately $14.3 million of the total purchase consideration was withheld as an indemnification holdback to be used for the purpose of satisfying any indemnification claims made by the Company for a period of 18 months following the transaction close date. Any remaining indemnity will be released to the seller's representative following the 18 month period.
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 DocSend5.0 
Fair value of assumed DocSend options attributable to pre-combination services(1)
1.2 
Purchase price adjustments0.1 
Total purchase consideration$131.8 

(1) The fair value of options assumed was based upon the Black-Scholes option-pricing model.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
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$0.4 
Acquisition-related intangible assets41.2 
Accounts receivable, prepaid and other assets3.0 
Total assets acquired$44.6 
Liabilities assumed:
Accounts payable, accrued and other liabilities$4.6 
Deferred revenue6.6 
Total liabilities assumed11.2 
Net assets acquired, excluding goodwill33.4
Total purchase consideration68.9
Goodwill (2)
$35.5 

(2) The goodwill recognized was primarily attributable to the opportunity to expand the user base of the Company's platform. A portion of the goodwill is deductible for U.S. federal income tax purposes.
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 assets20.6 
Accounts receivable, prepaid and other assets6.1 
Total assets acquired$31.8 
Liabilities assumed:
Accounts payable, accrued and other liabilities$6.4 
Deferred revenue1.9 
Deferred tax liability1.9 
Total liabilities assumed10.2 
Net assets acquired, excluding goodwill21.6 
Total purchase consideration131.8 
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.
Schedule of Identifiable Finite-lived Intangible Assets Acquired and Estimated Weighted Average Useful Lives
The fair value of the separately identifiable finite-lived intangible assets acquired and estimated weighted average useful lives as of the acquisition date are as follows:

Estimated fair valuesEstimated weighted average useful lives
 (In years)
Developed technology$24.2 5.0
Customer relationships16.42.0
Trade name0.61.0
Total acquisition-related intangible assets$41.2 
The fair value of the separately identifiable finite-lived intangible assets acquired and estimated weighted average useful lives are as follows:
Estimated fair valuesEstimated weighted average useful lives
 (In years)
Developed technology$11.5 5.0
Customer relationships8.1 5.0
Trade name1.0 5.0
Total acquisition-related intangible assets$20.6