v3.25.2
Business Combinations (Tables)
 6 Months Ended
Jul. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Summary of Consideration Transferred The fair value of consideration transferred for Hearsay as of the acquisition date consisted of the following:
(in thousands)
Cash consideration and liabilities incurred
$132,462 
Contingent consideration(1)
39,800 
Fair value of outstanding employee awards assumed
7,825 
Other transaction related payments(2)
640 
Total consideration transferred
$180,727 
(1)    Inclusive of $0.3 million measurement period adjustment recorded during the three months ended April 30, 2025.
(2)    Inclusive of post-closing adjustments of less than $0.1 million.
Schedule of Fair Value Measurement Inputs and Valuation Techniques The key inputs as of the acquisition date are outlined below:
Volatility15%
Revenue beta0.35
Expected timing of paymentFY 2026 - FY 2027
Discount rate
5.90% - 6.20%
The key inputs as of July 31, 2025 are outlined below:
Volatility13.5%
Revenue beta0.28
Expected timing of paymentFY 2026 - FY 2027
Discount rate
9.31% - 9.34%
A rollforward of the fair value of the contingent consideration liability for the six months ended July 31, 2025 is as follows:
(in thousands)
Balance as of January 31, 2025
$45,000 
Measurement period adjustment300 
Change in fair value (1)
(21,600)
Balance as of July 31, 2025
$23,700 
(1)    Changes in fair value during the six months ended July 31, 2025, were primarily driven by a decline in the estimated achievement of the defined milestones.
Business Combination, Recognized Asset Acquired and Liability Assumed
The following table summarizes the purchase price allocation of the fair values of the assets acquired and liabilities assumed at the acquisition date:
(amounts in thousands)
Assets acquired:
  Cash and cash equivalents $26,362 
  Accounts receivable, net5,619 
  Prepaid expenses and other current assets 2,454 
  Property and equipment, net399 
  Operating lease right-of-use assets414 
  Other long term assets (1)
5,942 
Liabilities assumed:
  Accounts payable, accrued expenses, and other current liabilities (5,127)
  Operating lease liabilities, current(74)
  Unearned revenue, current(37,672)
  Operating lease liabilities, non-current(340)
  Other long term liabilities (1)(2)
(11,340)
Identifiable intangible assets acquired (3)
101,850 
Net assets acquired $88,487 
Goodwill$92,240 
Total consideration (4)(5)
$180,727 
(1)    Other long term assets includes a $5.9 million indemnification asset, with the underlying indemnified liability of $6.2 million recorded within other long term liabilities.
(2)    Included within other long term liabilities is a deferred tax liability of $3.6 million.
(3)    Inclusive of measurement period adjustments of $0.7 million recorded during the three months ended April 30, 2025.
(4)    Inclusive of post-closing adjustments of less than $0.1 million.
(5)    Inclusive of measurement period adjustments of $0.3 million related to contingent consideration recorded during the three months ended April 30, 2025.
Summary of Purchase Price Allocation of Assets Acquired and Liabilities Assumed
The following table sets forth the amounts allocated to the intangible assets identified and their estimated useful lives as of the acquisition date:
Identifiable Intangible Assets Acquired Fair Value
(In thousands)		Estimated Useful Life
(In years)		Classification of Amortization
Customer relationships$76,200 13Sales and marketing
Technology24,800 3Cost of revenue
Trademark850 3Sales and marketing
Total$101,850 
Schedule Business Acquisition, Pro Forma Information
Accordingly, the following unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of fiscal year 2024, nor are they indicative of future results of operations:
(in thousands)Three months ended July 31,Six months ended July 31,
20242024
Revenue$113,905 $225,049 
Net loss$(11,863)$(20,548)