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Acquisitions | 12 Months Ended
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Jan. 31, 2021
Business Combinations [Abstract] |
Acquisitions | Acquisitions Acquisition of Seal Software Group Limited On May 1, 2020, we completed the acquisition of Seal Software Group Limited (“Seal”), a contract analytics and artificial intelligence (“AI”) technology provider headquartered in Walnut Creek, California. The acquisition allows us to integrate Seal's technology comprehensively across the DocuSign Agreement Cloud to deliver increased functionality to companies using the Agreement Cloud to prepare, sign, act on and manage agreements. Under the terms of the purchase agreement, we paid $184.7 million in cash, net of cash acquired, transaction costs and working capital adjustments, for Seal’s outstanding stock. Prior to the acquisition, we held a $15.0 million minority investment in Seal’s outstanding stock. As of the acquisition, the fair value of our minority interest, calculated as the difference between the total acquisition consideration and the portion attributable to third party Seal shareholders, approximated the carrying value. Additionally, to certain continuing employees of Seal, we granted restricted stock units with service and performance conditions covering up to 0.1 million shares of our common stock with an aggregate grant date fair value of $11.4 million that will be accounted for as a post-acquisition compensation expense over the vesting period. The performance-based condition was based on Seal meeting certain bookings targets for the year ended January 31, 2021 and that performance condition was not met. We accounted for the transaction as a business combination using the acquisition method of accounting. We allocated the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. Fair values were determined using the income and cost approaches. Excess purchase price consideration was recorded as goodwill and is primarily attributable to the assembled workforce and expanded market opportunities when integrating Seal’s AI and analytics capabilities within our existing product offering. The following table summarizes the acquisition date fair values of assets acquired and liabilities assumed at the date of acquisition:
(in thousands) |  |  |  |  | As Adjusted
Cash and cash equivalents |  |  |  |  | $ | 729 |
Accounts receivable |  |  |  |  | 9,654 |
Contract assets |  |  |  |  | 5,813 |
Prepaid expense and other assets |  |  |  |  | 5,854 |
Property and equipment |  |  |  |  | 915 |
Goodwill |  |  |  |  | 114,663 |
Intangible assets |  |  |  |  | 83,700 |
Right-of-use Assets |  |  |  |  | 3,130 |
Accounts payable |  |  |  |  | (854) |
Accrued compensation |  |  |  |  | (2,697) |
Contract liabilities |  |  |  |  | (7,745) |
Accrued expenses and other liabilities |  |  |  |  | (6,499) |
Lease liabilities |  |  |  |  | (3,126) |
Deferred tax liability—noncurrent |  |  |  |  | (3,084) |
|  |  |  |  | $ | 200,453 |
$5.3 million of the goodwill recognized upon acquisition is deductible for U.K. income tax purposes, where Seal is registered. No amount of the goodwill recognized upon acquisition is deductible for U.S. federal income tax purposes. The estimated useful lives of intangible assets, primarily based on the expected period of benefit to us, and fair values of the identifiable intangible assets at acquisition date were as follows:
(in thousands, except years) | Estimated Fair Value |  | Weighted Average Useful Life
Existing technology | $ | 37,400 |  |  | 5 years
Customer relationships—subscription | 41,700 |  |  | 10 years
Backlog—subscription | 4,600 |  |  | 2 years
Total intangible assets | $ | 83,700 |  |  | 7.3 years
In the year ended January 31, 2021, we incurred acquisition costs of $6.2 million. These costs included legal, accounting fees and other costs directly related to the acquisition of Seal and are recognized within operating expenses in our consolidated statements of operations. In the year ended January 31, 2021, we recognized revenues from Seal of $16.3 million and net losses of $20.1 million, excluding the impact of acquired intangible asset amortization. The results of operations of Seal were included in our consolidated statements of operations from the acquisition date. The following unaudited pro forma information has been prepared for illustrative purposes only and assumes the acquisition occurred on February 1, 2019. It includes pro forma adjustments related to the amortization of acquired intangible assets, share-based compensation expense, professional services revenue and contract acquisitions costs adjustments under the new revenue recognition standard, and contract liabilities fair value adjustment. The unaudited pro forma results have been prepared based on estimates and assumptions, which we believe are reasonable, however, they are not necessarily indicative of the consolidated results of operations had the acquisition occurred on February 1, 2019, or of future results of operations:
|  |  | Year Ended January 31,
(in thousands) (unaudited) |  |  |  |  | 2021 |  | 2020
Revenue |  |  |  |  | $ | 1,464,424 |  |  | $ | 1,001,809 |
Net loss |  |  |  |  | (246,819) |  |  | (262,968) |
Net loss per share attributable to common stockholders, basic and diluted |  |  |  |  | $ | (1.33) |  |  | $ | (1.49) |
Acquisition of Liveoak Technologies, Inc. On July 6, 2020, we completed the acquisition of Liveoak Technologies, Inc. (“Liveoak”), a virtual customer engagement and business platform based in Austin, Texas. The company’s platform includes several technologies specific to remote agreements, such as video conferencing, video identity verification, collaborative form-filling, an integration with DocuSign eSignature, and a detailed audit trail. The acquisition enables us to leverage Liveoak’s technology and expertise to accelerate the launch of DocuSign Notary, a new product for remote online notarization, where signers and the notary public are in different places. The consideration to acquire Liveoak’s outstanding stock was $48.4 million, which consisted primarily of the fair value of our common stock issued and the fair value of stock options issued to substitute vested Liveoak options. We recorded approximately $39.9 million of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities for integrating Liveoak’s technology with our existing product offering. None of the goodwill recognized upon acquisition was deductible for U.S. federal income tax purposes. In the year ended January 31, 2021, we incurred costs of $1.8 million directly related to the acquisition of Liveoak. These costs are recognized within operating expenses in our consolidated statements of operations. We included the results of operations of Liveoak in our consolidated statements of operations from the acquisition date. These results were not material to our consolidated statements of operations for the year ended January 31, 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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