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Note 3 - Business Combinations | 12 Months Ended
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Jan. 31, 2025
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | (3) Business Combinations On April 4, 2022, the Company acquired Ryzac, Inc. ("Codecademy"), a learning platform providing high-demand technical skills to approximately 40 million registered learners in nearly every country worldwide. The platform offers interactive, self-paced courses and hands-on learning in 14 programming languages across multiple domains such as application development, data science, cloud and cybersecurity. The acquisition was accounted for as a business combination under ASC 805, Business Combinations, utilizing the acquisition method. Under the acquisition method, the acquisition date fair value of the consideration paid by the Company was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. The following summarizes the purchase consideration (in thousands):
Description |  | Amount |
Cash payments |  | $ | 202,119 |
Class A common stock issued |  |  | 182,550 |
Cash settlement of seller transaction costs and other |  |  | 1,315 |
Total purchase price |  | $ | 385,984 |
The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands):
|  | Final Purchase |
Description |  | Price Allocation |
Cash, cash equivalents and restricted cash |  | $ | 4,053 |
Current assets |  |  | 3,671 |
Property and equipment |  |  | 385 |
Intangible assets |  |  | 119,000 |
Total assets acquired |  |  | 127,109 |
Current liabilities |  |  | (6,166 | )
Deferred revenue |  |  | (18,396 | )
Deferred tax liabilities |  |  | (21,621 | )
Total liabilities assumed |  |  | (46,183 | )
Net assets acquired |  |  | 80,926 |
Goodwill |  |  | 305,058 |
Total purchase price |  | $ | 385,984 |
The values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands):
Description |  | Amount |  |  | Life (in years) |
Trade name |  | $ | 44,000 |  |  |  | 13.8 |
Developed technology |  |  | 43,000 |  |  |  | 5.0 |
Content |  |  | 17,000 |  |  |  | 5.0 |
Customer relationships |  |  | 15,000 |  |  |  | 5.8 |
Total |  | $ | 119,000 |  |  |  |  |
Values and useful lives assigned to intangible assets were based on estimated value and use of these assets by a market participant. The customer relationships were valued using the income approach. The trade name was valued using the relief-from-royalty method. The courseware and proprietary delivery software were valued using the replacement cost approach. Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company determined that the acquisition of Codecademy resulted in the recognition of goodwill primarily because the acquisition was expected to help the Company meet its long-term operating profitability objectives through achievement of synergies. The majority of goodwill is not deductible for tax purposes. The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and otherwise at least annually. In fiscal 2023, the Company incurred $10.7 million in acquisition-related costs, which primarily consisted of transaction fees and legal, accounting, and other professional services. These costs are included in "acquisition and integration related costs" in the accompanying consolidated statements of operations. The unaudited pro forma financial information below is presented in accordance with Regulation S-X, Article 11 to enhance comparability for all periods by including operating results for Codecademy as if the transactions had closed on February 1, 2022 (in thousands):
|  | Unaudited |
|  | Pro Forma |
|  | Statements of |
|  | Operations |
|  | Twelve Months |
|  | Ended |
|  | January 31, |
|  | 2023 |
Revenue |  | $ | 563,182 |
Net loss from continuing operations |  |  | (153,640 | )
The unaudited pro forma financial information does not assume any impacts from revenue, cost, or other operating synergies that could be generated as a result of the combination. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisitions been consummated on February 1, 2022. The pro forma financial information includes adjustments to reflect intangible asset amortization based on the economic values derived from definite-lived intangible assets, interest expense on the new debt financing, and the exclusion of goodwill impairment of $641 million.

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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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