v3.26.1
Business Combinations
 6 Months Ended
Jul. 31, 2026
Business Combination [Abstract]  
Business Combinations
6.
Business Combinations

Conduit Tech

In October 2025, the Company acquired 100% of the outstanding equity of Conduit Tech, Inc. (“Conduit”) for a total purchase consideration of $19.8 million, net of cash acquired of $6.3 million. The acquisition of Conduit has allowed the Company to integrate Conduit’s HVAC design and sales proposal platform and enablement tools within its suite of solutions. In connection with the acquisition, the Company granted equity awards to certain acquired employees and founders. These awards vest based solely on future service. The Company recognizes the related stock-based compensation expense over the requisite service periods.

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

 

 

 

 

 

Estimated
Useful Lives

 

 

 

 

 

in Years

Current assets

 

$

27

 

 

 

Identifiable intangible assets

 

 

 

 

 

Trade name

 

 

70

 

 

1.5

Customer relationship

 

 

3,500

 

 

7

Developed technology

 

 

3,400

 

 

5

Total intangible assets subject to amortization

 

 

6,970

 

 

 

Accrued and other liabilities

 

 

(102

)

 

 

Deferred revenue

 

 

(197

)

 

 

Deferred tax liability

 

 

(1,331

)

 

 

Total identifiable net assets

 

 

5,367

 

 

 

Goodwill

 

 

14,414

 

 

 

Total purchase consideration, net of cash acquired

 

$

19,781

 

 

 

Goodwill, which primarily relates to expected synergies and expanded market opportunities that are expected to be achieved from the integration of Conduit with the Company’s offerings 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 and six months ended July 31, 2025, and revenue and losses for the period post-acquisition are not presented because such amounts are not material to the unaudited condensed consolidated financial statements.

The Company incurred transaction costs of $1.1 million related to the acquisition of Conduit during fiscal 2026.