v3.26.1
Business Combinations
 3 Months Ended
Apr. 30, 2026
Business Combination [Abstract]  
Business Combinations Business Combinations
Sandbox Banking
On February 7, 2025 (the “Sandbox Acquisition Date”), the Company acquired the outstanding equity interests of Sandbox Banking, a digital transformation leader serving the financial services industry. The Company acquired Sandbox Banking to strengthen the Company’s ability to enhance data connectivity. The Company has included the financial results of Sandbox Banking in the unaudited condensed consolidated statements of operations from the Sandbox Acquisition Date. Transaction costs associated with the Sandbox Banking acquisition were approximately $1.4 million and were recorded in general and administrative expenses on the Company's unaudited condensed consolidated statements of operations.
The Sandbox Acquisition Date fair value of the consideration transferred is as follows:
Fair Value
Cash consideration (net of working capital adjustments)$53,488 
Noncash consideration for settlement of preexisting contract1,354 
Contingent consideration8,100 
$62,942 
As of April 30, 2025, the cash consideration and working capital adjustments were finalized, resulting in final net cash consideration of $53.5 million after working capital adjustments of $0.5 million.
The purchase price also includes $8.1 million of contingent consideration whereby the Company may be required to pay up to $10.0 million subject to the achievement of certain targets over 18 months, subject to revision. Three earn-outs are payable based on achieving a certain increase in annual contract value, establishing connectivity between defined systems for certain customers, and completing defined development work. See Note 3 “Fair Value Measurements” for additional information on the fair value of the contingent consideration.
In addition, the Company issued 91,160 RSUs in May 2025 with an approximate fair value of $2.1 million to certain employees of Sandbox Banking, which will vest over four years subject to such employees’ continued employment. The RSUs will be recorded as stock-based compensation expense post-acquisition as the RSUs vest and has been excluded from the purchase consideration.
The transaction was accounted for using the acquisition method and, as a result, tangible and intangible assets acquired and liabilities assumed were recorded at their estimated fair values at the Sandbox Acquisition Date. Any excess consideration over the fair value of the assets acquired and liabilities assumed was recognized as goodwill. The Company determined the acquisition date contract assets and liabilities in accordance with ASC 606.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the Sandbox Acquisition Date:
Fair Value
Cash and cash equivalents$3,330 
Accounts receivable1,020 
Other current and noncurrent assets106 
Intangible assets13,400 
Goodwill53,977 
Accounts payable, accrued expenses, and other liabilities, current and noncurrent(774)
Deferred revenue, current and noncurrent(4,950)
Deferred income taxes(3,167)
Net assets acquired$62,942 
During the first quarter of fiscal year ended January 31, 2027, within the one year measurement period, we finalized the fair value of the assets acquired and liabilities assumed in the acquisition, and the amounts presented above are final. The Company recorded measurement period adjustments that included a $0.1 million adjustment to increase goodwill for a $0.1 million deferred income tax adjustment.
The following table sets forth the components of the fair value of identifiable intangible assets and their estimated useful lives over which the acquired intangible assets will be amortized on a straight-line basis, as this approximates the pattern in which economic benefits of the assets are consumed as of the Sandbox Acquisition Date:
Fair ValueUseful Life
Trade name$400 1 year
Customer relationships8,500 10 years
Developed technology4,500 5 years
Total intangible assets subject to amortization$13,400 
Developed technology represents the fair value of Sandbox Banking’s technology, customer relationships represent the fair value of the underlying relationships with Sandbox Banking’s customers, and trade name represents the fair value of Sandbox Banking’s company name.
Goodwill is primarily attributable to expanded market opportunities, synergies expected from the acquisition, and assembled workforce. The goodwill is not deductible for tax purposes.
The Company has not disclosed pro-forma revenue and earnings attributable to Sandbox Banking as they did not have a material effect on the Company’s consolidated financial statements.