v3.24.0.1
Acquisitions
12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Wolt Acquisition
On May 31, 2022, the Company completed the acquisition of 100 percent of the outstanding equity interests of Wolt Enterprise Oy (“Wolt”). The Company's aim is to accelerate its product development, increase its international scale, bring greater focus to its markets outside the United States, and improve the value provided to consumers, merchants, as well as Dashers around the world. The Company’s acquisition-related costs were $48 million and all costs were recorded as general and administrative expenses on the Company’s consolidated statements of operations during the period in which they were incurred. The acquisition date fair value of the consideration transferred for Wolt was $2,838 million, which consisted of the following (in millions):
Fair Value
DoorDash Class A common stock$2,705 
Stock-based compensation awards (DoorDash options, RSUs, and revesting common stock) attributable to pre-combination services133
Total consideration$2,838 
The fair value of 36 million shares of Class A common stock issued was determined on the basis of the closing market price of the Company’s Class A common stock on the acquisition date. The Company also issued certain stock-based compensation awards and their fair value was determined using a Black-Scholes option pricing model with the applicable
assumptions as of the acquisition date for options (1.7 million DoorDash options) and using the closing market price of the Company's Class A common stock on the acquisition date for RSUs (1.4 million DoorDash RSUs).
For certain Wolt employees, a portion of their total consideration transferred was restricted subject to revesting over a service period, including 568 thousand shares of the Company's Class A common stock. This restricted equity consideration is considered compensation for post-combination services and will be recognized as stock-based compensation expense over the next four years, based on the fair value of the shares using the closing market price of the Company's Class A common stock on the acquisition date.
The total purchase consideration of the Wolt acquisition was allocated to the tangible and intangible assets acquired, and liabilities assumed, based upon their respective fair values as of the date of the acquisition. The Company recorded $1,997 million of goodwill which represents the excess of the purchase price over the net assets acquired. Goodwill is primarily attributed to the assembled workforce of Wolt and anticipated synergies from the future growth and strategic advantages in the global local commerce industry. The goodwill recorded in connection with the acquisition of Wolt is not deductible for tax purposes. The fair value of assets acquired and liabilities assumed are based on management’s best estimate and assumptions, with the assistance of an independent third-party valuation firm.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):
May 31, 2022
Current assets$272 
Intangible assets772 
Goodwill1,997 
Other non-current assets82 
Current liabilities(204)
Deferred tax liability, net(34)
Other non-current liabilities(47)
Total purchase price$2,838 
The following table sets forth the components of intangible assets acquired (in millions) and their estimated useful life as of the date of acquisition (in years):
Estimated Useful LifeMay 31, 2022
Merchant relationships11$236 
Trademark10268 
Existing technology6150 
Customer relationships3107 
Courier relationships111 
Total acquired intangible assets$772 
Existing technology represents the existing online and mobile Wolt platform for restaurant and grocery delivery and pickup orders. The merchant, customer, and courier relationships represent the fair value of the underlying relationships with merchants, such as restaurants and grocery stores, users of Wolt’s food and delivery services, and courier partners. The estimated fair values of the existing technology and trademarks were determined using a relief from royalty method. The fair values of the merchant, courier and customer relationships were determined using a replacement cost method. The Company expects to amortize the fair value of these intangible assets on a straight-line basis over their respective estimated useful lives.
From the date of acquisition through December 31, 2022, the amount of revenue and net loss from Wolt included in the consolidated statements of operations were $259 million and $345 million, respectively.
The following unaudited pro forma results presents the combined revenue and net loss as if the Wolt acquisition had been completed on January 1, 2021, the beginning of the Company's fiscal 2021. The unaudited pro forma information is based on estimates and assumptions which the Company believes are reasonable and primarily reflects adjustments for the pro forma impact of additional amortization related to the fair value of acquired intangible assets and transaction costs. The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the
actual results of operations of the combined company would have been if the acquisition had occurred on January 1, 2021, nor are they indicative of future results of operations. The unaudited pro forma results were as follows (in millions):
Year Ended December 31,
20212022
Revenue$5,128 $6,734 
Net loss$(1,039)$(1,549)
Bbot Acquisition
On March 1, 2022, the Company acquired Bbot, a hospitality technology company. The addition of Bbot's products and technology to the Company's platform will offer merchants more solutions for their in-store and online channels, including in-store digital ordering and payments. The acquisition was accounted for under the acquisition method of accounting. The total purchase consideration was approximately $88 million in cash, including a $9 million indemnification holdback, which was settled during the three month period ended June 30, 2023.
The total purchase consideration was allocated to the tangible and intangible assets acquired, and liabilities assumed, based upon their respective fair values as of the date of the acquisition. The excess of the purchase price over the net assets acquired was recorded as goodwill. Goodwill is primarily attributable to the anticipated synergies from the future growth opportunities from the adoption of Bbot’s technology by the Company’s merchants. The fair value of assets acquired and liabilities assumed are based on management's best estimate and assumptions, with the assistance of an independent third-party valuation firm.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date (in millions):
March 1, 2022
Current assets$11 
Intangible assets18 
Goodwill60 
Other liabilities(1)
Total purchase price$88 
The intangible assets acquired consisted of existing technology and customer relationships, which had estimated remaining useful lives of 5 and 3 years as of the date of the acquisition, respectively.
The acquisition was not material to the Company for the periods presented and therefore, pro forma information has not been presented.