During the three months ended July 31, 2024, the Company acquired certain technology assets and hired key employees from a privately-held company for $10.8 million in cash. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $2.5 million as a developed technology intangible asset (to be amortized over an estimated useful life of five years), and $8.3 million as goodwill, which is deductible for income tax purposes.

The excess of purchase consideration over the fair value of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

From the date of acquisition through July 31, 2024, revenue attributable to this acquired company, included in the Company’s condensed consolidated statements of operations for the three and six months ended July 31, 2024 was not material. It was impracticable to determine the effect on the Company’s net loss attributable to this acquired company as its operation has been integrated into the Company’s ongoing operations since the date of acquisition.

During the three months ended July 31, 2023, the Company acquired all outstanding stock of Neeva Inc. and its equity investee (collectively, Neeva), for $185.4 million in cash. The Company acquired Neeva primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition. During each of the three months ended July 31, 2024 and January 31, 2024, the Company recorded measurement period adjustments which did not have material impacts on goodwill. 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	$	43,968
Goodwill	62,931
Developed technology intangible assets	83,000		5
Other net tangible liabilities	(759)
Deferred tax liabilities, net(1)	(3,713)
Total	$	185,427

The fair values of the developed technology intangible assets were 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 values 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.

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 provided a suite of tools for efficiently migrating databases to the AI Data Cloud, for $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 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	$	11,594
Goodwill	46,426
Developed technology intangible asset	33,000		5

Other net tangible liabilities	(6,623)


Deferred tax liabilities, net(1)	(8,136)
Total	$	76,261

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 fair values 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 AI Data Cloud, as well as expanding the Company’s professional services footprint.

On February 10, 2023, the Company acquired all outstanding stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provided a differential privacy platform, for $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.


	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)

Cash, cash equivalents, and restricted cash	$	3,563
Goodwill	9,029
Developed technology intangible asset	53,000		5

Other net tangible liabilities	(1,434)


Deferred tax liabilities, net(1)	(2,150)
Total	$	62,008

Acquisition-related costs, recorded as general and administrative expenses, associated with each of the business combinations above were not material during the six months ended July 31, 2023.

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Neeva, as if Neeva had been acquired as of February 1, 2022 (in thousands):


	Pro Forma
	Three Months Ended July 31,				Six Months Ended July 31,
	2023		2022		2023		2022

	(unaudited)
Revenue	$	674,156	$	497,261	$	1,297,863	$	919,640
Net loss	$	(244,992)	$	(254,014)	$	(499,999)	$	(437,835)

The pro forma financial information presented above has been calculated after adjusting the results of operations of Neeva 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 Neeva as though this business combination occurred as of February 1, 2022, the beginning of the Company’s fiscal 2023. 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, 2022.

Pro forma financial information for the Mountain, LeapYear, and fiscal 2025 business combinations has not been presented, as the effects of each were not material to the Company’s condensed consolidated financial statements.