v3.25.1
Business Combination
3 Months Ended
Apr. 30, 2025
Business Combinations [Abstract]  
Business Combination
6.
Business Combination

Convex Labs Inc.

In April 2024, the Company acquired 100% of the outstanding equity of Convex Labs Inc. (“Convex”). The acquisition of Convex provides the Company additional tools to modernize the commercial services industry with data-driven solutions. The purchase price of $25.8 million consisted of 373,118 shares of the Company’s common stock, valued at $23.5 million, in addition to $2.3 million in cash. Of the 373,118 shares, the Company held back 41,959 shares of common stock, valued at $2.6 million at the acquisition date, to cover post-closing purchase price adjustments and potential indemnities which are to be released 15 months after the close of the acquisition.

The following table summarizes the purchase price allocation, as well as the estimated useful lives of the acquired intangible assets (in thousands, except years):

 

 

 

 

 

 

Estimated
Useful Lives

 

 

 

 

 

in Years

Cash and cash equivalents

 

$

1,113

 

 

 

Current assets

 

 

3,694

 

 

 

Other assets

 

 

52

 

 

 

Identifiable intangible assets

 

 

 

 

 

Trade name

 

 

130

 

 

1.5

Customer relationship

 

 

4,800

 

 

9

Developed technology

 

 

4,600

 

 

5

Total intangible assets subject to amortization

 

 

9,530

 

 

 

Accrued and other liabilities

 

 

(1,275

)

 

 

Deferred revenue

 

 

(2,311

)

 

 

Total identifiable net assets

 

 

10,803

 

 

 

Goodwill

 

 

14,964

 

 

 

Total purchase consideration

 

$

25,767

 

 

 

Goodwill, which primarily relates to expected synergies and assembled workforce, is not deductible for U.S. federal income tax purposes.

The fair values of the developed technology and trade name were determined using the relief-from-royalty method, and the fair value of customer relationships was determined using the multiple-period excess earnings method.

Pro forma financial information for the three months ended April 30, 2024, and revenue and losses for the period post-acquisition have not been presented because such amounts are not material to the unaudited condensed consolidated financial statements.

The Company incurred transaction costs of $2.3 million related to the acquisition of Convex during fiscal 2025.