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Business Combinations | 12 Months Ended
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Jan. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combinations | Business Combinations Fiscal 2025 Datavolo, Inc. On November 25, 2024, the Company acquired all of the outstanding capital stock of Datavolo, Inc. (Datavolo), a privately-held company that built a dataflow infrastructure to support the creation, management, and observability of multimodal data pipelines for enterprise AI. The Company acquired Datavolo for its developed technology and talent. The Company has accounted for this transaction as a business combination. The acquisition date fair value of the preliminary purchase consideration was $106.8 million, which was comprised of the following (in thousands):
| Estimated Fair Value
Cash | $ | 19,096 |
Common stock(1) | 87,706 |
Total | $ | 106,802 |
________________ (1)Approximately 0.5 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $171.42 per share on the acquisition date. In connection with this business combination, the Company also issued to certain of Datavolo’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Datavolo stock. These shares are subject to vesting agreements pursuant to which the shares will vest over four years, subject to each of these employees’ continued employment with the Company or its affiliates. The $64.6 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years. See Note 12, “Equity,” for further discussion. The following table summarizes the preliminary allocation of purchase consideration to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash and cash equivalents | $ | 5,916 |  |  |
Short-term investments | 7,734 |  |  |
Goodwill | 65,893 |  |  |
Developed technology intangible asset | 35,000 |  |  | 5
Other net tangible liabilities | (968) |  |  |
Deferred tax liabilities, net(1) | (6,773) |  |  |
Total | $ | 106,802 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair value of the developed technology intangible asset was estimated using the discounted cash flow method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and technology migration curve. The excess of purchase consideration over the preliminary fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. From the date of acquisition through January 31, 2025, revenue attributable to Datavolo, included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2025, was not material. It was impracticable to determine the effect on the Company’s net loss attributable to Datavolo as its operations have been integrated into the Company’s ongoing operations since the date of acquisition. Other Fiscal 2025 Business Combinations During the fiscal year ended January 31, 2025, the Company completed acquisitions of two privately-held companies for an aggregate of $19.2 million in cash. The Company has accounted for these transactions as business combinations. As a result of the preliminary allocation of the aggregate purchase consideration, based on the estimated fair values, the Company recorded a total of $4.4 million of a customer relationships intangible asset (to be amortized over an estimated useful life of five years), $4.1 million of developed technology intangible assets (to be amortized over estimated useful lives of five years), $3.5 million of net liabilities acquired, $0.6 million of deferred tax liabilities, and $14.8 million of goodwill, of which $8.3 million is deductible and $6.5 million is not deductible for income tax purposes. The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balances associated with these business combinations are primarily attributed to the assembled workforce and expected synergies arising from the acquisition. Revenue and net loss attributable to each of the other fiscal 2025 business combinations, from their respective acquisition dates through January 31, 2025, were included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2025, and were not material. Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2025 business combinations were not material during the fiscal year ended January 31, 2025. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Datavolo, as if Datavolo had been acquired as of February 1, 2023 (in thousands):
|  |  |  |  | Pro Forma
|  |  | Fiscal Year Ended January 31,
|  |  |  |  | 2025 |  | 2024 |  |
|  |  |  |  | (unaudited)
Revenue |  |  |  |  | $ | 3,626,424 |  |  | $ | 2,806,489 |  |  |
Net loss |  |  |  |  | $ | (1,324,805) |  |  | $ | (844,814) |  |  |
The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Datavolo to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and Datavolo as though this business combination occurred as of February 1, 2023, the beginning of the Company’s fiscal 2024. The historical consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to this business combination, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if this business combination had taken place as of February 1, 2023. Pro forma financial information for the other fiscal 2025 business combinations has not been presented, as the effects of each were not material to the Company’s consolidated financial statements. Fiscal 2024 Samooha, Inc. On December 20, 2023, the Company acquired all of the outstanding capital stock of Samooha, Inc. (Samooha), a privately-held company which developed data clean room technology that enabled multiple parties to securely collaborate on sensitive data. The Company acquired Samooha for its talent and developed technology. The Company has accounted for this transaction as a business combination. Prior to this business combination, the Company, via one of its wholly-owned subsidiaries (Investing Subsidiary), held a noncontrolling equity interest in Samooha, which was accounted for using the Measurement Alternative with a carrying amount of $4.8 million (Previously Held Equity Interest). In connection with this business combination, the Company remeasured the Previously Held Equity Interest at the date of the acquisition and recognized a gain of $34.0 million, which was recorded in other income (expense), net on the Company’s consolidated statement of operations for the fiscal year ended January 31, 2024. The acquisition date fair value of the purchase consideration was $219.0 million, which was comprised of the following (in thousands):
| Estimated Fair Value
Cash | $ | 5,761 |
Deferred cash consideration | 231 |
Common stock(1) | 174,225 |
Fair value of a previously held equity interest(2) | 38,818 |
Total | $ | 219,035 |
________________ (1)Approximately 0.9 million shares of the Company’s Class A common stock, issued to selling stockholders that were not affiliated with the Company, were included in the purchase consideration, and the fair values of these shares were determined based on the closing market price of $194.28 per share on the acquisition date. (2)In connection with this business combination, the Company issued approximately 0.2 million shares of its Class A common stock to the Investing Subsidiary in exchange for the Previously Held Equity Interest. The fair values of these shares were determined based on the closing market price of $194.28 per share on the acquisition date. These shares were treated as treasury stock for accounting purposes as of January 31, 2024, and were subsequently transferred to the Company and retired during the fiscal year ended January 31, 2025. In connection with this business combination, the Company also issued to certain of Samooha’s employees a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Samooha stock. These shares are subject to vesting agreements pursuant to which the shares will vest over four years, subject to each of these employees’ continued employment with the Company or its affiliates. The $74.8 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of four years. In addition, the Company agreed to grant under its 2020 Equity Incentive Plan certain RSUs that contain both post-combination service-based and performance-based vesting conditions to eligible existing or future employees. See Note 12, “Equity,” for further discussion. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During the fiscal year ended January 31, 2025, the Company recorded measurement period adjustments which did not have material impacts on goodwill. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash and cash equivalents | $ | 9,589 |  |  |
Goodwill | 189,858 |  |  |
Developed technology intangible asset | 25,000 |  |  | 5
Other net tangible liabilities | (345) |  |  |
Deferred tax liabilities, net(1) | (5,067) |  |  |
Total | $ | 219,035 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair value of the developed technology intangible asset was estimated using the discounted cash flow method, which utilizes assumptions including projected future revenue generated from the acquired developed technology, projected profit margin, discount rate, and technology migration curve. The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Neeva Inc. During the three months ended July 31, 2023, the Company acquired all of the outstanding capital stock of Neeva Inc. and its equity investee (collectively, Neeva), for $185.4 million in cash. The Company acquired Neeva primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During each of the fiscal years ended January 31, 2025 and 2024, the Company recorded measurement period adjustments which did not have material impacts on goodwill. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash and cash equivalents | $ | 43,968 |  |  |
Goodwill | 62,931 |  |  |
Developed technology intangible assets | 83,000 |  |  | 5
Other net tangible liabilities | (759) |  |  |
Deferred tax liabilities, net(1) | (3,713) |  |  |
Total | $ | 185,427 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair values of the developed technology intangible assets were estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost. The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Mountain US Corporation (formerly known as Mobilize.Net Corporation) On February 10, 2023, the Company acquired all of the outstanding capital stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provided a suite of tools for efficiently migrating databases to the AI Data Cloud, for $76.3 million in cash. The Company acquired Mountain primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash and cash equivalents | $ | 11,594 |  |  |
Goodwill | 46,426 |  |  |
Developed technology intangible asset | 33,000 |  |  | 5
Other net tangible liabilities | (6,623) |  |  |
Deferred tax liabilities, net(1) | (8,136) |  |  |
Total | $ | 76,261 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost. The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the AI Data Cloud, as well as expanding the Company’s professional services footprint. LeapYear Technologies, Inc. On February 10, 2023, the Company acquired all of the outstanding capital stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provided a differential privacy platform, for $62.0 million in cash. The Company acquired LeapYear primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash, cash equivalents, and restricted cash | $ | 3,563 |  |  |
Goodwill | 9,029 |  |  |
Developed technology intangible asset | 53,000 |  |  | 5
Other net tangible liabilities | (1,434) |  |  |
Deferred tax liabilities, net(1) | (2,150) |  |  |
Total | $ | 62,008 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost. The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Other Fiscal 2024 Business Combination During the fiscal year ended January 31, 2024, the Company acquired all of the outstanding capital stock of a privately-held company for $16.6 million in cash. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $1.6 million of cash acquired, $4.9 million as a developer community intangible asset (to be amortized over an estimated useful life of five years), and $10.1 million as goodwill, which is not deductible for income tax purposes. The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition. Acquisition-related costs, recorded as general and administrative expenses, associated with each of the fiscal 2024 business combinations were not material during the fiscal year ended January 31, 2024. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations of the Company, and both of Samooha and Neeva, as if each had been acquired as of February 1, 2022 (in thousands):
|  |  |  |  | Pro Forma
|  |  | Fiscal Year Ended January 31,
|  |  |  |  | 2024 |  | 2023 |  |
|  |  |  |  | (unaudited)
Revenue |  |  |  |  | $ | 2,806,739 |  |  | $ | 2,065,730 |  |  |
Net loss |  |  |  |  | $ | (932,308) |  |  | $ | (937,873) |  |  |
The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Samooha and Neeva to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company, Samooha, and Neeva as though these business combinations occurred as of February 1, 2022, the beginning of the Company’s fiscal 2023. The historical consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if these business combinations had taken place as of February 1, 2022. Pro forma financial information for the Mountain, LeapYear, and other fiscal 2024 business combination has not been presented, as the effects of each were not material to the Company’s consolidated financial statements. Fiscal 2023 Applica Sp. z.o.o. On September 23, 2022, the Company acquired all of the outstanding capital stock of Applica Sp. z.o.o. (Applica), a privately-held company which provided an artificial intelligence platform for document understanding, for $174.7 million in cash. The Company acquired Applica primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash | $ | 61 |  |  |
Goodwill | 146,444 |  |  |
Developed technology intangible asset | 35,000 |  |  | 5
Other net tangible liabilities | (612) |  |  |
Deferred tax liabilities, net(1) | (6,202) |  |  |
Total | $ | 174,691 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost. The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is generally not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Acquisition-related costs of $3.4 million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023. Streamlit, Inc. On March 31, 2022, the Company acquired all of the outstanding capital stock of Streamlit, Inc. (Streamlit), a privately-held company which provided an open-source framework for creating and deploying data applications. The Company acquired Streamlit primarily for its talent and developer community. The Company has accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $650.8 million, which was comprised of the following (in thousands):
| Estimated Fair Value
Cash | $ | 211,839 |
Common stock(1) | 438,916 |
Total | $ | 650,755 |
________________ (1)Approximately 1.9 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $229.13 per share on the acquisition date. In addition, in connection with this business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Streamlit stock. These shares are subject to vesting agreements pursuant to which the shares will vest over three years, subject to each founder’s continued employment with the Company or its affiliates. The $93.7 million fair value of these shares is accounted for as post-combination stock-based compensation over the requisite service period of three years. See Note 12, “Equity,” for further discussion. The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:
| Estimated Fair Value (in thousands) |  | Estimated Useful Life (in years)
Cash and cash equivalents | $ | 33,914 |  |  |
Goodwill | 494,411 |  |  |
Developer community intangible asset | 150,000 |  |  | 5
Other net tangible liabilities | (659) |  |  |
Deferred tax liabilities, net(1) | (26,911) |  |  |
Total | $ | 650,755 |  |  |
________________ (1)Deferred tax liabilities, net primarily relate to the intangible asset acquired and the amount presented is net of deferred tax assets. The fair value of the developer community intangible asset was estimated using the replacement cost method which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost. The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Acquisition-related costs of $1.9 million associated with this business combination were recorded as general and administrative expenses during the fiscal year ended January 31, 2023. Other Fiscal 2023 Business Combination During the fiscal year ended January 31, 2023, the Company acquired all of the outstanding capital stock of a privately-held company for $10.4 million in cash. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $2.0 million as a developed technology intangible asset (to be amortized over an estimated useful life of five years), $0.3 million of net tangible assets acquired, and $8.1 million as goodwill, which is not deductible for income tax purposes. The excess of purchase consideration over the fair values of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition. Acquisition-related costs, recorded as general and administrative expenses, associated with this business combination were not material for the fiscal year ended January 31, 2023. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations of the Company and the three companies acquired during fiscal 2023, as if each had been acquired as of February 1, 2021 (in thousands):
|  |  |  |  | Pro Forma
|  |  | Fiscal Year Ended January 31, 2023
|  |  |  |  | (unaudited)
Revenue |  |  |  |  | $ | 2,067,262 |  |  |  |  |
Net loss |  |  |  |  | $ | (866,099) |  |  |  |  |
The pro forma financial information for the period presented above has been calculated after adjusting the results of operations of these three acquired companies to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and these three acquired companies as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022. The historical consolidated financial information in the unaudited pro forma tables above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if these business combinations had taken place as of February 1, 2021.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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