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Business Combinations (Tables) | 12 Months Ended
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Jan. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Business Acquisitions, by Acquisition | 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. 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. 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.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 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 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 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 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 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 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.
Business Acquisition, Pro Forma 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 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 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) |  |  |  |  |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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