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Business Combinations
3 Months Ended
Apr. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Combinations Business Combinations
Fiscal 2024

Mountain US Corporation (formerly known as Mobilize.Net Corporation)

On February 10, 2023, the Company acquired all outstanding stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provides a premier suite of tools for efficiently migrating databases to the Data Cloud, for preliminary consideration of $76.3 million in cash. The Company acquired Mountain primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.
The following table summarizes the preliminary allocation of purchase consideration to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition:

Estimated Fair Value
(in thousands)
Estimated Useful Life
(in years)
Cash and cash equivalents$11,594 
Goodwill45,450 
Developed technology intangible asset33,000 
5
Other net tangible liabilities(6,669)
Deferred tax liabilities, net(1)
(7,114)
Total$76,261 
________________
(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair value of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the Data Cloud, as well as expanding the Company’s professional services footprint.

LeapYear Technologies, Inc.

On February 10, 2023, the Company acquired all outstanding stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provides a differential privacy platform, for preliminary consideration of $62.0 million in cash. The Company acquired LeapYear primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

The following table summarizes the preliminary allocation of purchase consideration to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition:

Estimated Fair Value
(in thousands)
Estimated Useful Life
(in years)
Cash, cash equivalents, and restricted cash$3,563 
Goodwill8,431 
Developed technology intangible asset53,000 
5
Other net tangible liabilities(1,434)
Deferred tax liabilities, net(1)
(1,552)
Total$62,008 
________________
(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair value of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.
Acquisition-related costs associated with the Company’s fiscal 2024 business combinations, recorded as general and administrative expenses, were not material for the three months ended April 30, 2023.

From the date of acquisitions through April 30, 2023, revenue attributable to Mountain and LeapYear, included in the Company’s condensed consolidated statements of operations for the three months ended April 30, 2023, was not material. It was impracticable to determine the effect on the Company's net loss attributable to Mountain and LeapYear as these operations have been integrated into the Company's ongoing operations since the date of acquisitions. Pro forma financial information has not been presented as the effects of the Mountain and LeapYear business combinations were not material to the Company’s condensed consolidated financial statements.

Fiscal 2023

Streamlit, Inc.

On March 31, 2022, the Company acquired all outstanding stock of Streamlit, Inc. (Streamlit), a privately-held company which provides an open-source framework for creating and deploying data applications. The Company acquired Streamlit primarily for its talent and developer community. The Company has accounted for this transaction as a business combination. The acquisition date fair value of the purchase consideration was $650.8 million, which was comprised of the following (in thousands):

Estimated Fair Value
Cash$211,839 
Common stock(1)
438,916 
Total
$650,755 
________________
(1)Approximately 1.9 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $229.13 per share on the acquisition date.

In addition, in connection with this business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Streamlit stock. These shares are subject to vesting agreements pursuant to which the shares will vest over three years, subject to each founder’s continued employment with the Company or its affiliates. The $93.7 million fair value of these shares are accounted for as post-combination stock-based compensation over the requisite service period of three years. See Note 11 for further discussion.

The purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value
(in thousands)
Estimated Useful Life
(in years)
Cash and cash equivalents$33,914 
Goodwill494,411 
Developer community intangible asset150,000 
5
Other net tangible liabilities(659)
Deferred tax liabilities, net(1)
(26,911)
Total$650,755 
________________
(1)Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developer community intangible asset was estimated using the replacement cost method which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.
The excess of purchase consideration over the fair value of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.

Acquisition-related costs of $1.9 million associated with this business combination were recorded as general and administrative expenses during the three months ended April 30, 2022.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Streamlit, as if Streamlit had been acquired as of February 1, 2021 (in thousands):
Pro Forma
Three Months Ended April 30, 2022
(unaudited)
Revenue$422,393 
Net loss$(214,159)

The pro forma financial information presented above has been calculated after adjusting the results of operations of Streamlit to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by both the Company and Streamlit as though this business combination occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022. The historical condensed consolidated financial information has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination, reasonably estimable, and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if this business combination had taken place as of February 1, 2021.