0001428336-21-000011 | 10-K | XBRL Viewer

Cover Page - USD ($) $ in Billions	12 Months Ended
Cover Page - USD ($) $ in Billions	Jan. 31, 2021	Mar. 22, 2021	Jul. 31, 2020
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jan. 31, 2021
Current Fiscal Year End Date	--01-31
Document Transition Report	false
Entity File Number	001-36568
Entity Registrant Name	HEALTHEQUITY, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2383166
Entity Address, Address Line One	15 West Scenic Pointe Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Draper
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84020
City Area Code	801
Local Phone Number	727-1000
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	HQY
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 3.9
Entity Common Stock, Shares Outstanding		83,017,352
Documents Incorporated by Reference	Portions of the Registrant's definitive proxy statement related to its 2021 annual meeting of stockholders (the "2021 Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2021 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
Entity Central Index Key	0001428336
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false

Consolidated Balance Sheets - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Current assets
Cash and cash equivalents	$ 328,803	$ 191,726
Accounts receivable, net of allowance for doubtful accounts of $4,239 and $1,216 as of January 31, 2021 and 2020, respectively	72,767	70,863
Other current assets	58,607	34,711
Total current assets	460,177	297,300
Property and equipment, net	29,106	33,486
Operating lease right-of-use assets	89,508	83,178
Intangible assets, net	767,003	783,279
Goodwill	1,327,193	1,332,631
Deferred tax asset	0	18
Other assets	37,420	35,089
Total assets	2,710,407	2,564,981
Current liabilities
Accounts payable	1,614	3,980
Accrued compensation	50,670	50,121
Accrued liabilities	75,880	46,372
Current portion of long-term debt	62,500	39,063
Operating lease liabilities	14,037	12,401
Total current liabilities	204,701	151,937
Long-term liabilities
Long-term debt, net of issuance costs	924,217	1,181,615
Operating lease liabilities, non-current	74,224	68,017
Other long-term liabilities	8,808	2,625
Deferred tax liability	119,729	130,492
Total long-term liabilities	1,126,978	1,382,749
Total liabilities	1,331,679	1,534,686
Commitments and contingencies (see Note 7)
Stockholders’ equity
Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of January 31, 2021 and 2020	0	0
Common stock, $0.0001 par value, 900,000 shares authorized, 77,168 and 71,051 shares issued and outstanding as of January 31, 2021 and 2020, respectively	8	7
Additional paid-in capital	1,158,372	818,774
Accumulated earnings	220,348	211,514
Total stockholders’ equity	1,378,728	1,030,295
Total liabilities and stockholders’ equity	$ 2,710,407	$ 2,564,981

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 4,239	$ 1,216
Preferred stock par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	900,000,000	900,000,000
Common stock, shares issued (in shares)	77,168,000	71,051,000
Common stock, shares outstanding (in shares)	77,168,000	71,051,000

Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Revenue	$ 733,570	$ 531,993	$ 287,243
Cost of revenue	318,236	206,084	106,050
Gross profit	415,334	325,909	181,193
Operating expenses
Sales and marketing	49,964	43,951	29,498
Technology and development	124,809	77,576	35,057
General and administrative	84,493	60,561	33,039
Amortization of acquired intangible assets	76,064	34,704	5,929
Merger integration	45,990	32,111	0
Total operating expenses	381,320	248,903	103,523
Income from operations	34,014	77,006	77,670
Other expense
Interest expense	(34,881)	(24,772)	(270)
Other income (expense), net	5,007	(9,079)	(1,582)
Total other expense	(29,874)	(33,851)	(1,852)
Income before income taxes	4,140	43,155	75,818
Income tax provision (benefit)	(4,694)	3,491	1,919
Net income and comprehensive income	$ 8,834	$ 39,664	$ 73,899
Net income per share:
Basic (in dollars per share)	$ 0.12	$ 0.59	$ 1.20
Diluted (in dollars per share)	$ 0.12	$ 0.58	$ 1.17
Weighted-average number of shares used in computing net income per share:
Basic (in shares)	74,235	67,026	61,836
Diluted (in shares)	75,679	68,453	63,370
Service revenue
Revenue	$ 430,966	$ 262,868	$ 100,564
Cost of revenue	280,214	170,863	76,858
Custodial revenue
Revenue	190,933	181,892	126,178
Cost of revenue	19,574	17,563	14,124
Interchange revenue
Revenue	111,671	87,233	60,501
Cost of revenue	$ 18,448	$ 17,658	$ 15,068

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common stock	Additional paid-in capital	Accumulated compre- hensive loss	Accumulated compre- hensive loss Cumulative Effect, Period of Adoption, Adjustment	Accumulated earnings	Accumulated earnings Cumulative Effect, Period of Adoption, Adjustment
Beginning balance (in shares) at Jan. 31, 2018			60,825
Beginning balance at Jan. 31, 2018	$ 346,274		$ 6	$ 261,237	$ (269)		$ 85,300
Beginning balance (Accounting Standards Update 2016-09) at Jan. 31, 2018		$ 13,007						$ 13,007
Beginning balance (Accounting Standards Update 2016-01) at Jan. 31, 2018		$ (87)				$ 269		$ (356)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options, and for restricted stock units (in shares)			1,621
Issuance of common stock upon exercise of options, and for restricted stock	22,929			22,929
Stock-based compensation	21,057			21,057
Net income	73,899						73,899
Ending balance (in shares) at Jan. 31, 2019			62,446
Ending balance at Jan. 31, 2019	477,079		$ 6	305,223	0		171,850
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options, and for restricted stock units (in shares)			842
Issuance of common stock upon exercise of options, and for restricted stock	11,438			11,438
Other issuance of common stock (in shares)			7,763
Other issuance of common stock	462,270		$ 1	462,269
Stock-based compensation	39,844			39,844
Net income	39,664						39,664
Ending balance (in shares) at Jan. 31, 2020			71,051
Ending balance at Jan. 31, 2020	1,030,295		$ 7	818,774	0		211,514
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of options, and for restricted stock units (in shares)			827
Issuance of common stock upon exercise of options, and for restricted stock	9,956			9,956
Other issuance of common stock (in shares)			5,290
Other issuance of common stock	286,780		$ 1	286,779
Stock-based compensation	42,863			42,863
Net income	8,834						8,834
Ending balance (in shares) at Jan. 31, 2021			77,168
Ending balance at Jan. 31, 2021	$ 1,378,728		$ 8	$ 1,158,372	$ 0		$ 220,348

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Cash flows from operating activities:
Net income	$ 8,834	$ 39,664	$ 73,899
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	115,904	55,352	18,185
Stock-based compensation	42,863	39,844	21,057
Amortization of debt issuance costs	5,102	2,711	60
(Gains) losses on marketable equity securities	0	(27,570)	103
Other non-cash items	1,753	728	676
Deferred taxes	(5,132)	3,665	408
Changes in operating assets and liabilities:
Accounts receivable	(413)	(4,029)	(4,066)
Other assets	(24,839)	(12,577)	(5,799)
Operating lease right-of-use assets	11,150	6,218
Accrued compensation	771	4,550	4,432
Accounts payable, accrued liabilities, and other current liabilities	30,422	1,920	3,894
Operating lease liabilities, non-current	(10,803)	(5,383)
Other long-term liabilities	6,007	(83)	573
Net cash provided by operating activities	181,619	105,010	113,422
Cash flows from investing activities:
Purchases of property and equipment	(13,093)	(7,286)	(3,869)
Purchases of software and capitalized software development costs	(51,500)	(25,654)	(9,978)
Acquisition of intangible member assets	(32,371)	(9,134)	(1,195)
Acquisitions, net of cash acquired	0	(1,644,575)	0
Purchases of marketable securities	0	(53,845)	(728)
Proceeds from sale of marketable securities	0	0	41,422
Net cash provided by (used in) investing activities	(96,964)	(1,740,494)	25,652
Cash flows from financing activities:
Proceeds from follow-on equity offering, net of payments for offering costs	286,779	458,495	0
Principal payments on long-term debt	(239,063)	(7,813)	0
Proceeds from long-term debt	0	1,250,000	0
Payment of debt issuance costs	0	(30,504)	0
Settlement of client-held funds obligation	(3,862)	(215,790)	0
Proceeds from exercise of common stock options	8,568	11,347	22,929
Net cash provided by financing activities	52,422	1,465,735	22,929
Increase (decrease) in cash and cash equivalents	137,077	(169,749)	162,003
Beginning cash and cash equivalents	191,726	361,475	199,472
Ending cash and cash equivalents	328,803	191,726	361,475
Supplemental cash flow data:
Interest expense paid in cash	27,686	21,806	203
Income tax payments (refunds), net	(6,022)	9,277	587
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable or accrued liabilities	160	487	37
Purchases of software and capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation	1,930	1,742	200
Decrease in goodwill due to measurement period adjustments, net	5,438	0	0
Exercise of common stock options receivable	1,478	0	0
Equity-based acquisition consideration	$ 0	$ 3,776	$ 0

Summary of business and significant accounting policies

12 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of business and significant accounting policies

Business

HealthEquity, Inc. ("HealthEquity" or the "Company") was incorporated in the state of Delaware on September 18, 2002. HealthEquity is a leader in administering health savings accounts (“HSAs”) and complementary consumer-directed benefits (“CDBs”), which empower consumers to access tax-advantaged healthcare savings while also providing corporate tax advantages for employers.

In February 2006, HealthEquity received designation by the U.S. Department of Treasury to act as a passive non-bank custodian, which allows HealthEquity to hold custodial assets for individual account holders. On July 24, 2017, HealthEquity received designation by the U.S. Department of Treasury to act as both a passive and non-passive non-bank custodian, which allows HealthEquity to hold custodial assets for individual account holders and use discretion to direct investment of such assets held. As a passive and non-passive non-bank custodian according to Treasury Regulations section 1.408-2(e)(5)(ii)(B), the Company must maintain net worth (assets minus liabilities) greater than the sum of 2% of passive custodial funds held at each fiscal year-end and 4% of the non-passive custodial funds held at each fiscal year-end in order to take on additional custodial assets.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the consolidated financial statements, except for the new accounting pronouncements adopted during the fiscal year ended January 31, 2021, as described below.

Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

Acquisition of WageWorks, Inc.

On August 30, 2019, HealthEquity closed the acquisition of WageWorks, Inc. (the “WageWorks Acquisition”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), for $51.35 per share in cash, or approximately $2.0 billion to WageWorks stockholders.

As a result of the WageWorks Acquisition, HealthEquity gained access to more of the HSA market by expanding its direct distribution to employers and benefits advisors as a single source provider of HSAs and other CDBs, including flexible spending accounts, health reimbursement arrangements, Consolidated Omnibus Budget Reconciliation Act ("COBRA") administration, commuter and other benefits.

Follow-on equity offering

In July 2020, the Company closed a follow-on public offering of 5,290,000 shares of common stock at a public offering price of $56.00 per share, less the underwriters' discount. The Company received net proceeds of $286.8 million after deducting underwriting discounts and commissions of $8.9 million and other offering expenses of $0.6 million. The Company used $200.0 million of such proceeds to repay debt under its term loan facility.

Principles of consolidation

The consolidated financial statements include the accounts of HealthEquity and its direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Segments

The Company operates in one segment. Management uses one measurement of profitability and does not segregate its business for internal reporting. All long-lived assets are maintained in the United States of America.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents were held in institutions in the U.S. and include deposits in a money market account that was unrestricted as to withdrawal or use.

Client-held funds

Many of the Company's client services agreements with employers (referred to as "Clients") provide that Clients remit funds to the Company to pre-fund Client and employee participant contributions related to flexible spending accounts and health reimbursement arrangements (“FSAs” and “HRAs”, respectively) and commuter accounts. These Client-held funds remitted to the Company do not represent cash assets of the Company to the extent that they are not combined with corporate cash, and accordingly are not included in cash and cash equivalents on the Company's consolidated balance sheets.

Accounts receivable

On February 1, 2020, the Company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments using the modified retrospective transition method. Accounts receivable represent monies due to the Company for monthly service revenue, custodial revenue and interchange revenue. The Company maintains an allowance for doubtful accounts to reserve for expected credit losses from trade receivables considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including macroeconomic variables, the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition.

Investments

Marketable equity securities are strategic equity investments with readily determinable fair values for which the Company does not have the ability to exercise significant influence. These securities are accounted for at fair value and were classified as investments on the consolidated balance sheets. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net in the consolidated statements of operations and comprehensive income.

Non-marketable equity securities are strategic equity investments without readily determinable fair values for which the Company does not have the ability to exercise significant influence. These securities are accounted for using the measurement alternative and are classified as other assets on the consolidated balance sheets. All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net on the consolidated statements of operations and comprehensive income.

Equity method investments are equity securities in investees the Company does not control but over which the Company has the ability to exercise significant influence. Equity method investments are included in other assets on the consolidated balance sheets. The Company's share of the earnings or losses as reported by equity method investees, amortization of basis differences, and related gains or losses, if any, are recognized in other income (expense), net on the consolidated statements of operations and comprehensive income.

The Company assesses whether an other-than-temporary impairment loss on equity method investments and an impairment loss on non-marketable equity securities has occurred due to declines in fair value or other market conditions. If any impairment is considered other than temporary for equity method investments or impairment is identified for non-marketable equity securities, the Company will write down the investment to its fair value and record the corresponding charge through other income (expense), net in the consolidated statements of operations and comprehensive income.

Other assets

Other assets consist primarily of contract costs, debt issuance costs, prepaid expenditures, income tax receivables, inventories, and various other assets. Amounts expected to be recouped or recognized over a period of twelve months or less have been classified as current in the accompanying consolidated balance sheets.

Leases

The Company adopted ASU 2016-02, Leases (codified as "ASC 842") on February 1, 2019 using the modified retrospective transition method with the adoption date as the date of initial application. Consequently, prior period balances and disclosures have not been restated.

The Company determines if a contract contains a lease at inception or any modification of the contract. A contract contains a lease if the contract conveys the right to control the use of an identified asset for a specified period in exchange for consideration. Control over the use of the identified asset means the lessee has both (a) the right to obtain substantially all of the economic benefits from the use of the asset and (b) the right to direct the use of the asset.

Leases with an expected term of 12 months or less at commencement are not accounted for on the balance sheet. All operating lease expense is recognized on a straight-line basis over the expected lease term. Certain leases also include obligations to pay for non-lease services, such as utilities and common area maintenance. The services are accounted for separately from lease components, and the Company allocates payments to the lease and other services components based on estimated stand-alone prices.

Operating lease right-of-use ("ROU") assets and liabilities are recognized based on the present value of future minimum lease payments over the expected lease term at commencement date. As the rate implicit in each lease is not readily determinable, management uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

Property and equipment

Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Depreciation is determined using the straight-line method over the estimated useful lives of individual assets. The useful life for leasehold improvements is the shorter of the estimated useful life or the term of the lease ranging from 3-5 years. The useful life used for computing depreciation for all other asset classes is described below:


Computer equipment			3-5 years
Furniture and fixtures			5 years

Maintenance and repairs are expensed when incurred, and improvements that extend the economic useful life of an asset are capitalized. Gains and losses on the disposal of property and equipment are reflected in operating expenses.

Intangible assets, net

Intangible assets are carried at cost and amortized, typically, on a straight-line basis over their estimated useful lives. The useful life used for computing amortization for all intangible asset classes is described below:


Software and software development costs			3 years
Acquired customer relationships			10-15 years
Acquired developed technology			2-5 years
Acquired trade names and trademarks			3 years
Acquired HSA portfolios			15 years

We account for the costs of computer software developed or obtained for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software. Costs incurred during operation and post-implementation stages are charged to expense. Costs incurred during the application development stage that are directly attributable to developing or obtaining software for internal use are capitalized. Management’s judgment is required in determining the point when various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs and in determining the estimated useful lives over which the costs are amortized.

Acquired customer relationships, developed technology, and trade names and trade marks are valued utilizing the discounted cash flow method, a form of the income approach. The useful lives of acquired customer relationships were estimated based on future revenue growth and attrition. The useful lives of developed technology and trade names were estimated based on expected obsolescence. The Company expenses the assets straight-line over the useful lives, and determined that this amortization method is appropriate to reflect the pattern over which the economic benefits of these acquired assets are realized.

Acquired HSA portfolios consist of the contractual rights to administer the activities related to the individual HSAs acquired. The Company used its HSA customer relationship period assumption and the historical attrition rates of member accounts to determine that an average useful life of 15 years and the use of a straight-line amortization method are appropriate to reflect the pattern over which the economic benefits of existing member assets are realized.

The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually on January 31 or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. The goodwill impairment test involves a qualitative assessment to compare a reporting unit's fair value to its carrying value. If it is determined that it is more likely than not that a reporting unit's fair value is less than its carrying value, a quantitative comparison is made between the Company's market capitalization and the carrying value of the reporting unit, including goodwill. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value.

Self-insurance

The Company is self-insured for medical insurance up to certain annual stop-loss limits. The Company establishes a liability as of the balance sheet date for claims, both reported and incurred but not reported, using currently available information as well as historical claims experience, and as determined by an independent third party.

Other long-term liabilities

Other long-term liabilities consists of long-term deferred revenue and other liabilities that the Company does not expect to settle within one year.

Revenue recognition

The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.

The Company determines revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the contract;

•determination of the transaction price;

•allocation of the transaction price to the performance obligations in the contract; and

•recognition of revenue when, or as, the Company satisfies a performance obligation.

Disaggregation of revenue. The Company's primary sources of revenue are service, custodial, and interchange revenue and are disclosed in the consolidated statements of operations and comprehensive income. All of the Company's sources of revenue are deemed to be revenue contracts with customers. Each revenue source is affected differently by economic factors as it relates to the nature, amount, timing and uncertainty.

Costs to obtain a contract. ASC 606, Revenue from contracts with customers, requires capitalizing the costs of obtaining a contract when those costs are expected to be recovered.

In order to determine the amortization period for sales commissions contract costs, the Company applied the portfolio approach. Accordingly, the amortization period of the assets has been determined to be the average economic life of an HSA or other CDB relationship, which is estimated to be 15 years and 7 years, respectively. Amortization of capitalized sales commission contract costs is included in sales and marketing expenses in the consolidated statements of operations and comprehensive income. The Company has applied the practical expedient which allows an entity to account for incremental costs of obtaining a contract at a portfolio level. The Company has also applied the practical expedient to recognize incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less.

Performance obligations. ASC 606 requires disclosure of the aggregate amount of the transaction price allocated to unsatisfied performance obligations; however, as permitted by ASC 606, the Company has elected to exclude from this disclosure any contracts with an original duration of one year or less and any variable consideration that meets specified criteria.

Service revenue. The Company hosts its platforms, prepares statements, provides a mechanism for spending funds, and provides customer support services. All of these services are consumed as they are received. The Company recognizes service revenue, in an amount that reflects the consideration it expects to be entitled to in exchange for those services, on a monthly basis as it satisfies its performance obligations.

Custodial revenue. The Company deposits HSA assets and Client-held funds at federally insured custodial depository partners, which we refer to as our Depository Partners, and investment assets with an investment

partner. The deposit of funds represents a service that is simultaneously received and consumed by our Depository Partners and investment partner. The Company recognizes custodial revenue, in an amount that reflects the consideration it expects to be entitled to in exchange for the service, each month based on the amount received by its custodial partners and investment partners.

Interchange revenue. The Company satisfies its interchange performance obligation each time payments are made with its cards via payment networks. The Company recognizes interchange revenue, in an amount that reflects the consideration it expects to be entitled to in exchange for the service, in the month the payment transaction occurs.

Contract balances. The Company does not recognize revenue until its right to consideration is unconditional and therefore has no related contract assets. The Company records a receivable when revenue is recognized prior to payment and the Company has unconditional right to payment. Alternatively, when payment precedes the related services, the Company records a contract liability, or deferred revenue, until its performance obligations are satisfied.

Significant judgments. The Company makes no significant judgments in determining the amount or timing of revenue recognition. The Company has estimated the average economic life of an HSA or CDB member relationship, which has been determined to be the amortization period for the capitalized sales commissions contract costs.

Cost of revenue

The Company incurs cost of revenue related to servicing member accounts, managing customer and partner relationships, and processing reimbursement claims. Expenditures include personnel-related costs, depreciation, amortization, stock-based compensation, common expense allocations, new member and participant supplies, and other operating costs of the member account servicing departments. Other components of the Company’s cost of revenue include interest retained by members on custodial assets held and interchange costs incurred in connection with processing card transactions initiated by members.

Stock-based compensation

The Company grants stock-based awards, which consist of stock options, restricted stock units ("RSUs") and restricted stock awards ("RSAs"), to certain team members, executive officers, and directors. The Company recognizes compensation expense for stock-based awards based on the grant date estimated fair value. Expense for stock-based awards is generally recognized on a straight-line basis over the requisite service period, and is reversed as pre-vesting forfeitures occur. The fair value of stock options is determined using the Black-Scholes option pricing model. The determination of fair value for stock options on the date of grant using an option pricing model requires management to make certain assumptions regarding a number of complex and subjective variables. The fair value of RSUs and RSAs is based on the current value of the Company's closing stock price on the date of grant less the present value of future expected dividends discounted at the risk-free interest rate.

For stock-based awards with performance conditions, the Company evaluates the probability of achieving the performance criteria and of the number of shares that are expected to vest, and compensation expense is then adjusted to reflect the number of shares expected to vest and the requisite service period. For awards with performance conditions, compensation expense is recognized using the graded-vesting attribution method in accordance with the provisions of ASC 718, Compensation—Stock Compensation ("Topic 718"). Compensation expense related to stock-based awards with market conditions is recorded on a straight-line basis over the requisite service period regardless of whether the market condition is satisfied.

Upon the exercise of a stock option or release of an RSU/RSA, common shares are issued from authorized, but not outstanding, common stock.

Interest Expense

Interest expense consists of accrued interest expense and amortization of deferred financing costs associated with our credit agreement.

Income tax provision (benefit)

The Company accounts for income taxes and the related accounts under the asset and liability method as set forth in ASC 740, Income Taxes. Under this method, current tax liabilities and assets are recognized for the estimated taxes payable or refundable on the tax returns for the current fiscal year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, for net operating losses, and for tax credit

carryforwards. Deferred tax assets and liabilities are measured using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided for when it is more likely than not that some or all of the deferred tax assets may not be realized in future years. After weighing both the positive and negative evidence, the Company has recorded a valuation allowance with respect to realized capital losses for which the Company does not expect to generate capital gains in order to utilize the capital losses in the future. The Company believes that it is more likely than not that all other deferred tax assets will be realized as of January 31, 2021. The Company uses the tax law ordering approach of intraperiod allocation in determining when excess tax benefits have been realized for provisions of the tax law that identify the sequence in which those amounts are utilized for tax purposes.

The Company has elected to exclude the indirect tax effects of share-based compensation deductions in computing the income tax provision or benefit recorded within the consolidated statement of operations and comprehensive income. Also, the Company uses the portfolio approach in releasing income tax effects from accumulated other comprehensive income. The Company recognizes the tax benefit from an uncertain tax position taken or expected to be taken in a tax return using a two-step approach. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authorities, based on the technical merits of the position. For tax positions that are more likely than not to be sustained upon audit, the second step is to measure the tax benefit in the financial statements as the largest benefit that has a greater than 50% likelihood of being sustained upon settlement.

The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of other income (expense), net in the consolidated statements of operations and comprehensive income. Changes in facts and circumstances could have a material impact on the Company’s effective tax rate and results of operations.

Asset acquisitions

The Company routinely acquires rights to be the custodian of HSA portfolios, in which substantially all of the fair value of the gross portfolio assets acquired is concentrated in a group of similar HSA assets and therefore the acquisitions do not constitute a business. Accordingly, the acquisitions are accounted for under the asset acquisition method of accounting in accordance with ASC 805-50, Business Combinations—Related Issues. Under the asset acquisition method of accounting, the Company is required to fair value the assets transferred. The cost of the assets acquired, including transaction costs incurred in conjunction with an asset acquisition, is allocated to the individual assets acquired based on their relative fair values and does not give rise to goodwill.

Business combination

Consideration paid for the acquisition of a business as defined by ASC 805-10 is allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date.

Acquisition-related expenses incurred in conjunction with the acquisition of a business are recognized in earnings in the period in which they are incurred and are included in other income (expense), net on the consolidated statements of operations and comprehensive income.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management has made estimates for the allowance for doubtful accounts, capitalized software development costs, evaluating goodwill and long-lived assets for impairment, useful lives of property and equipment and intangible assets, accrued compensation, accrued liabilities, grant date fair value of stock options and performance restricted stock units and restricted stock awards, and income taxes. Actual results could differ from those estimates.

Recently adopted accounting pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires financial assets measured at amortized cost be presented at the net amount expected to be collected. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted the

new standard as of February 1, 2020 using the modified retrospective transition method. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which amends ASC 820, Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted the new standard as of February 1, 2020. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. The Company adopted the new standard as of February 1, 2020. The Company retrospectively adopted the provision related to the classification of taxes partially based on income, and prospectively adopted the provisions related to intraperiod tax allocation and interim recognition of enactment of tax laws. The adoption of this standard did not have a material effect on the Company’s current- or prior-period consolidated financial statements.

Net income per share

12 Months Ended

Jan. 31, 2021

Earnings Per Share [Abstract]

Net income per share

The following table sets forth the computation of basic and diluted net income per share:


	Year ended January 31,
(in thousands, except per share data)	2021		2020		2019
Numerator (basic and diluted):
Net income	$	8,834	$	39,664	$	73,899
Denominator (basic):
Weighted-average common shares outstanding	74,235		67,026		61,836
Denominator (diluted):
Weighted-average common shares outstanding	74,235		67,026		61,836
Weighted-average dilutive effect of stock options and restricted stock units	1,444		1,427		1,534
Diluted weighted-average common shares outstanding	75,679		68,453		63,370
Net income per share:
Basic	$	0.12	$	0.59	$	1.20
Diluted	$	0.12	$	0.58	$	1.17

For the fiscal years ended January 31, 2021, 2020 and 2019, 0.6 million, 0.3 million, and 0.1 million shares, respectively, attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted earnings per share as their inclusion would have been anti-dilutive.

Business combination

12 Months Ended

Jan. 31, 2021

Business Combinations [Abstract]

Business combination

WageWorks Acquisition

On August 30, 2019, the Company closed the WageWorks Acquisition for $51.35 per share in cash, or $2.0 billion to WageWorks stockholders. The Company financed the transaction through a combination of $816.9 million cash on hand plus net borrowings of approximately $1.22 billion, after deducting lender fees of approximately $30.5 million, under a term loan facility (see Note 8—Indebtedness).

The WageWorks Acquisition was accounted for under the acquisition method of accounting for business combinations. Consideration paid was allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. The initial allocation of the consideration paid was based on a preliminary valuation and was subject to adjustment during the measurement period (up to one year from the acquisition date). The purchase price allocation was finalized in the third quarter of fiscal year 2021.

The following table summarizes the Company's allocation of the consideration paid in the WageWorks Acquisition:


(in millions)	Initial Allocation		Adjustments		Updated Allocation
Cash and cash equivalents	$	406.8	$	(14.5)	$	392.3
Other current assets	56.5		2.5		59.0
Property, plant, and equipment	26.6				26.6
Operating lease right-of-use assets	42.5				42.5
Intangible assets	715.3				715.3
Goodwill	1,330.5		(8.0)		1,322.5
Other assets	5.9				5.9
Client-held funds obligation	(237.5)		17.2		(220.3)
Other current liabilities	(69.1)		(3.7)		(72.8)
Other long-term liabilities	(26.7)				(26.7)
Deferred tax liability	(128.7)		6.5		(122.2)
Total consideration paid	$	2,122.1	$	—	$	2,122.1

Adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired, liabilities assumed, and tax-related matters.

Pro forma information

The unaudited pro forma results presented below include the effects of the WageWorks Acquisition as if it had been consummated as of February 1, 2018, with adjustments to give effect to pro forma events that are directly attributable to the WageWorks Acquisition, which include adjustments related to the amortization of acquired intangible assets, interest income and expense, and depreciation.

The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings from the integration of WageWorks. Accordingly, these 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 WageWorks Acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations. The estimated pro forma revenue and net income include the alignment of accounting policies, the effect of fair value adjustments related to the WageWorks Acquisition, associated tax effects and the impact of the borrowings to finance the WageWorks Acquisition and related expenses.


	Year ended January 31,
(in thousands) (unaudited)	2020		2019
Revenue	$	798,253	$	765,801
Net income	$	23,101	$	6,419

Supplemental financial statement information

12 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental financial statement information

Selected consolidated balance sheet and consolidated statement of operations and comprehensive income components consist of the following:

Allowance for doubtful accounts

As of January 31, 2021 and 2020, the Company had an allowance for doubtful accounts of $4.2 million and $1.2 million, respectively. During the fiscal years ended January 31, 2021, 2020, and 2019, the Company recorded credit losses from trade receivables of $3.4 million, $1.0 million, and $0.2 million, respectively.

Costs to obtain a contract

As of January 31, 2021 and 2020, the net amount capitalized as contract costs was $27.5 million and $21.8 million, respectively, which is included in other current assets and other assets. Amortization of capitalized contract costs during the fiscal years ended January 31, 2021, 2020, and 2019 was $2.4 million, $1.9 million, and $1.5 million, respectively.

Property and equipment

Property and equipment consisted of the following as of January 31, 2021 and 2020:


(in thousands)	January 31, 2021		January 31, 2020
Leasehold improvements	$	22,271	$	19,240
Furniture and fixtures	9,230		7,929
Computer equipment	28,592		22,074
Property and equipment, gross	60,093		49,243
Accumulated depreciation	(30,987)		(15,757)
Property and equipment, net	$	29,106	$	33,486

Depreciation expense for the fiscal years ended January 31, 2021, 2020 and 2019 was $16.0 million, $8.9 million and $3.5 million, respectively.

Contract balances

As of January 31, 2021 and 2020, the balance of deferred revenue was $4.1 million and $3.7 million, respectively. The balances are related to cash received in advance for a certain interchange revenue arrangement, other up-front fees and other commuter deferred revenue, and are generally recognized within twelve months, with the exception of the interchange arrangement, which is recognized over a term of approximately ten years. Revenue recognized during the fiscal year that was included in the beginning balance of deferred revenue was $2.0 million. The Company expects to satisfy its remaining obligations for these arrangements.

Other income (expense), net

Other income (expense), net, consisted of the following:


	Year ended January 31,
(in thousands)	2021		2020		2019
Interest income	$	1,045	$	5,905	$	1,946
Gain (loss) on equity securities	—		27,760		(102)
Acquisition costs	(1,118)		(40,810)		(2,121)
Other income (expense)	5,080		(1,934)		(1,305)
Total other income (expense), net	$	5,007	$	(9,079)	$	(1,582)

Leases

12 Months Ended

Jan. 31, 2021

Leases [Abstract]

Leases

The Company has entered into various non-cancelable operating lease agreements for office space, data storage facilities, and other leases with remaining lease terms of less than 1 year to approximately 10 years, often with one or more Company options to renew. These renewal terms can extend the lease term from 3 to 10 years and are included in the lease term when it is reasonably certain that the Company will exercise the option.

Amortization and interest expense related to finance leases were not material during the fiscal years ended January 31, 2021, 2020, and 2019.

The components of operating lease costs are as follows:


	Year ended January 31,
(in thousands, except for term and percentages)	2021		2020		2019
Operating lease expense	$	16,073	$	9,059	$	5,456
Sublease income	(1,799)		(750)		—
Net operating lease cost	$	14,274	$	8,309	$	5,456

Weighted average lease term and discount rate are as follows:


	January 31, 2021		January 31, 2020
Weighted average remaining lease term	9.02 years		9.41 years
Weighted average discount rate	4.32	%	4.35	%

As of January 31, 2021, our lease liabilities were as follows:


(in thousands)	Operating leases
Gross lease liabilities	$	107,150
Less: imputed interest	(18,889)
Present value of lease liabilities	88,261
Less: current portion of lease liabilities	(14,037)
Lease liabilities, non-current	$	74,224

As of January 31, 2021, the Company had additional operating leases for office space that have not yet commenced with aggregate undiscounted lease payments of $63.1 million. These operating leases will commence in fiscal year 2022 with leases terms ranging from 3 to 11 years.

Supplemental cash flow information related to the Company's operating leases was as follows:


	Year ended January 31,
(in thousands, except for term and percentages)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	12,941	$	6,361
Right-of-use assets obtained in exchange for lease obligations	$	17,480	$	34,196

Intangible assets and goodwill

12 Months Ended

Jan. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets and goodwill

Intangible assets

The gross carrying amount and associated accumulated amortization of intangible assets is as follows as of January 31, 2021 and January 31, 2020:


(in thousands)	January 31, 2021		January 31, 2020
Amortizable intangible assets:
Software and software development costs	$	127,005	$	76,221
Acquired HSA portfolios	125,141		92,770
Acquired customer relationships	601,381		601,381
Acquired developed technology	96,925		96,925
Acquired trade names	12,300		12,300
Amortizable intangible assets, gross	962,752		879,597
Accumulated amortization	(195,749)		(98,851)
Total amortizable intangible assets, net	767,003		780,746
Acquired in process software development costs	—		2,533
Total intangible assets, net	$	767,003	$	783,279

During the fiscal year ended January 31, 2021, the Company capitalized $32.4 million to acquire the rights to act as a custodian of HSA portfolios.

Amortization expense for the fiscal years ended January 31, 2021, 2020, and 2019 was $99.9 million, $46.5 million and $14.7 million, respectively. Estimated amortization expense for the years ending January 31 is as follows:


Year ending January 31, (in thousands)
2022	$	103,188
2023	91,824
2024	75,136
2025	58,283
2026	48,532
Thereafter	390,040
Total	$	767,003

Goodwill

The Company’s annual goodwill impairment test resulted in no impairment charges in any of the periods presented in the accompanying consolidated financial statements. During the fiscal year ended January 31, 2021, goodwill decreased by $5.4 million due to measurement period adjustments related to the WageWorks Acquisition. During the fiscal year ended January 31, 2020, the Company recorded $1.33 billion of goodwill from the WageWorks Acquisition and related measurement period adjustments. There were no other changes to the goodwill carrying value during the fiscal years ended January 31, 2021 and 2020.

Commitments and contingencies

12 Months Ended

Jan. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Commitments

The following table summarizes the payments due by fiscal year for our outstanding contractual obligations as of January 31, 2021:


	Payments due by fiscal year
(in thousands)	2022		2023		2024		2025		2026		Thereafter		Total
Long-term debt obligations (1)	$	62,500	$	70,313	$	101,562	$	768,750	$	—	$	—	$	1,003,125
Interest on long-term debt obligations (2)	19,639		18,451		16,893		8,877		—		—		63,860
Operating lease obligations (3)	15,809		18,082		16,094		16,341		16,683		87,235		170,244
Other contractual obligations (4)	21,948		15,645		1,756		402		—		—		39,751
Total	$	119,896	$	122,491	$	136,305	$	794,370	$	16,683	$	87,235	$	1,276,980

(1)As of January 31, 2021, our outstanding principal of $1.00 billion is presented net of debt issuance costs on our consolidated balance sheets. The debt issuance costs are not included in the table above. The debt maturity date is August 31, 2024. The amount required to be repaid in fiscal year 2025 reflects the $200.0 million prepayment made in July 2020 with proceeds from the follow-on offering.

(2)Estimated interest payments assume the stated interest rate applicable as of January 31, 2021 of 1.87% per annum on a $1.00 billion outstanding principal amount.

(3)We lease office space, data storage facilities, and other leases under non-cancelable operating leases expiring at various dates through 2031. These amounts exclude contractual sublease income of $3.7 million, which is expected to be received through February 2023.

(4)Other contractual obligations consist of processing services agreements, telephony services, immaterial finance leases, and other contractual commitments.

Subsequent to the WageWorks Acquisition, the Company entered into non-cancelable agreements to acquire the rights to administer WageWorks HSAs currently administered by third-party custodians. The remaining amounts due under these agreements are primarily variable in nature based on the number of HSAs transferred.

Contingencies

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The Company accrues a liability for such matters when it is probable that future expenditures will be made and such expenditures can be reasonably estimated.

Legal matters

WageWorks previously pursued affirmative claims against the Office of Personnel Management ("OPM") to obtain payment for services provided by WageWorks between March 1, 2016 and August 31, 2016 pursuant to its contract

with OPM. On December 18, 2020, the United States Civilian Board of Contract Appeals granted in part WageWorks' motion for summary judgment and denied OPM's motion for summary judgment, ending the dispute in WageWorks' favor. In addition, it was stipulated that OPM would pay WageWorks $6.8 million, which is included within other income (expense), net, on the January 31, 2021 consolidated statement of operations and comprehensive income.

On March 9, 2018, a putative class action was filed in the U.S. District Court for the Northern District of California (the “Securities Class Action”). On May 16, 2019, a consolidated amended complaint was filed by the lead plaintiffs asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, against WageWorks, its former Chief Executive Officer and its former Chief Financial Officer on behalf of purchasers of WageWorks common stock between May 6, 2016 and March 1, 2018. The complaint also alleges claims under the Securities Act of 1933, as amended, arising from WageWorks’ June 19, 2017 common stock offering against those same defendants, as well as the members of its board of directors at the time of that offering. On February 11, 2021, counsel for all parties involved in this lawsuit signed a term sheet to settle all claims for $30.0 million, of which WageWorks will contribute $5.0 million and its insurers will pay the remaining $25.0 million. The $30.0 million settlement and related $25.0 million insurance recovery are included within accrued liabilities and other current assets, respectively, on the January 31, 2021 consolidated balance sheet, and the net $5.0 million expense is included within merger integration expense on the January 31, 2021 consolidated statement of operations and comprehensive income. The settlement is subject to notice to class members and approval of the Court.

On June 22, 2018 and September 6, 2018, two derivative lawsuits were filed against certain of WageWorks’ former officers and directors and WageWorks (as nominal defendant) in the Superior Court of the State of California, County of San Mateo. The actions were consolidated. On July 23, 2018, a similar derivative lawsuit was filed against certain former WageWorks’ officers and directors and WageWorks (as nominal defendant) in the U.S. District Court for the Northern District of California (together, the “Derivative Suits”). The allegations in the Derivative Suits relate to substantially the same facts as those underlying the Securities Class Action described above. The plaintiffs seek unspecified damages, fees and costs. Plaintiffs in the Superior Court action filed an amended consolidated complaint on October 28, 2019, naming as defendants certain former officers and directors of WageWorks and alleging a direct claim of "inseparable fraud/breach of fiduciary duty" on behalf of a class. WageWorks was not named as a party in that complaint. On June 24, 2020, the court granted the defendants’ motion to dismiss the amended complaint. The plaintiffs subsequently filed a notice of appeal. The District Court action is stayed.

On February 16, 2021, a complaint was filed in the United States District Court for the Northern District of California against WageWorks, its former Chief Executive Officer, and its former Chief Financial Officer. The allegations in this suit relate to substantially the same facts as those underlying the Securities Class Action described above and the SEC settlement involving the former executives described below. The action alleges claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as common law fraud and negligent misrepresentation. The Company has not yet responded to the complaint. Plaintiffs seek unspecified damages and costs.

WageWorks voluntarily contacted the San Francisco office of the SEC Division of Enforcement regarding the restatement of WageWorks' financial statements and related independent investigation. WageWorks is providing information and documents to the SEC and continues to cooperate with the SEC’s investigation into these matters. The U.S. Attorney’s Office for the Northern District of California also opened an investigation. WageWorks has provided documents and information to the U.S. Attorney’s Office and continues to cooperate with any inquiries by the U.S. Attorney’s Office regarding the matter. On February 2, 2021, the SEC announced charges against two former WageWorks executives and reached a settlement with these former executives. As part of the settlement, the two executives agreed to reimburse WageWorks for a total of $2.1 million.

WageWorks previously entered into indemnification agreements with its former directors and officers and, pursuant to these indemnification agreements, is covering the defense fees and costs of its former directors and officers in the legal proceedings described above.

The Company and its subsidiaries are involved in various other litigation, governmental proceedings and claims, not described above, that arise in the normal course of business. It is not possible to determine the ultimate outcome or the duration of such litigation, governmental proceedings or claims, or the impact that such litigation, proceedings and claims will have on the Company’s financial position, results of operations, and cash flows.

The Company maintains liability insurance coverage that is intended to cover the legal matters described above; however, it is possible that claims may be denied by our insurance carriers or could exceed the amount of our applicable insurance coverage, we may be required by our insurance carriers to contribute to the payment of claims, and our insurance coverage may not continue to be available to us on acceptable terms or in sufficient amounts.

As required under GAAP, the Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information, the Company does not believe that any liabilities relating to these matters are probable or that the amount of any resulting loss is estimable. However, litigation is subject to inherent uncertainties and the Company’s view of these matters may change in the future. Were an unfavorable outcome to occur, there exists the possibility of a material adverse impact on the Company’s financial position, results of operations and cash flows for the period in which the unfavorable outcome occurs, and potentially in future periods.

Indebtedness

12 Months Ended

Jan. 31, 2021

Debt Disclosure [Abstract]

Indebtedness

As of January 31, 2021, long-term debt consisted of the following:


(in millions)	January 31, 2021
Term loan facility	$	1,003.1
Less: unamortized loan issuance costs (1)	16.4
Long-term debt, net of issuance costs	$	986.7

(1)In addition to the $16.4 million of unamortized issuance costs related to the term loan facility, $5.0 million of unamortized issuance costs related to our revolving credit facility are included within other assets on the January 31, 2021 consolidated balance sheet.

In connection with the closing of the WageWorks Acquisition, on August 30, 2019, the Company entered into a credit facility (the "Credit Agreement”) that provided for:

(i) a five-year senior secured term loan A facility (the “Term Loan Facility”), in an aggregate principal amount of $1.25 billion, the proceeds of which were used to finance the WageWorks Acquisition, to refinance substantially all outstanding indebtedness of HealthEquity and WageWorks and to pay related fees and expenses; and

(ii) a five-year senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Credit Facilities”), in an aggregate principal amount of up to $350 million, which may be used for working capital and general corporate purposes, including acquisitions and other investments. No amounts were drawn under the Revolving Credit Facility as of January 31, 2021.

Borrowings under the Credit Facilities bear interest at an annual rate equal to, at the option of HealthEquity, either (i) LIBOR (adjusted for reserves) plus a margin ranging from 1.25% to 2.25% or (ii) an alternate base rate plus a margin ranging from 0.25% to 1.25%, with the applicable margin determined by reference to a leverage-based pricing grid set forth in the Credit Agreement. As of January 31, 2021, the stated interest rate was 1.87% and the effective interest rate was 2.40%. The Company is also required to pay certain fees to the lenders, including, among others, a quarterly commitment fee on the average unused amount of the Revolving Credit Facility at a rate ranging from 0.20% to 0.40%, with the applicable rate also determined by reference to a leverage-based pricing grid set forth in the Credit Agreement.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit, among other things, the ability of the Company to incur additional indebtedness, create liens, merge or dissolve, make investments, dispose of assets, engage in sale and leaseback transactions, make distributions and dividends and prepayments of junior indebtedness, engage in transactions with affiliates, enter into restrictive agreements, amend documentation governing junior indebtedness, modify its fiscal year and modify its organizational documents, in each case, subject to customary exceptions, thresholds, qualifications and “baskets.” In addition, the Credit Agreement contains financial performance covenants, which require the Company to maintain (i) a maximum total net leverage ratio, measured as of the last day of each fiscal quarter, of no greater than 5.00 to 1.00, which steps down to 4.50 to 1.00 beginning with the fiscal quarter ending July 31, 2021 (subject to a customary “acquisition holiday” provision that allows the maximum total net leverage ratio to increase to 5.00 to 1.00 for the four fiscal quarter period ending on or following the date of a permitted acquisition by the Company in excess of $100 million), and (ii) a minimum interest coverage ratio, measured as of the last day of each fiscal quarter, of no less than 3.00 to 1.00. The Company was in compliance with all covenants under the Credit Agreement as of January 31, 2021, and for the period then ended.

The obligations of HealthEquity under the Credit Agreement are required to be unconditionally guaranteed by WageWorks and each of the Company's subsequently acquired or organized direct and indirect domestic subsidiaries and are secured by security interests in substantially all assets of HealthEquity and the guarantors, in each case, subject to certain customary exceptions.

Income taxes

12 Months Ended

Jan. 31, 2021

Income Tax Disclosure [Abstract]

Income taxes

The income tax provision (benefit) consisted of the following:


	Year ended January 31,
(in thousands)	2021		2020		2019
Current:
Federal	$	181	$	(448)	$	1,095
State	258		274		416
Total current tax provision (benefit)	$	439	$	(174)	$	1,511
Deferred:
Federal	$	(1,630)	$	3,538	$	1,258
State	(3,503)		127		(850)
Total deferred tax provision (benefit)	$	(5,133)	$	3,665	$	408
Total income tax provision (benefit)	$	(4,694)	$	3,491	$	1,919

Total income tax provision (benefit) differed from the amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes as a result of the following:


	Year ended January 31,
(in thousands)	2021		2020		2019
Federal income tax expense at the statutory rate	$	869	$	9,063	$	15,922
State income tax expense, net of federal tax benefit	(99)		960		1,518
Other non-deductible or non-taxable items, net	469		798		251
Excessive employee remuneration	1,186		2,117		160
Excess tax benefits on stock-based compensation expense, net	(2,983)		(4,815)		(14,255)
Federal research and development credits	(2,195)		(2,296)		(2,252)
Change in uncertain tax position reserves, net of indirect benefits	511		491		450
Non-deductible acquisition-related costs	—		3,032		—
Non-taxable gain on investment in subsidiary	—		(5,790)		—
Reclassification of operating lease right-of-use assets	185		—		—
Change in net operating losses due to measurement period adjustments	377		—		—
Deferred tax rate adjustment due to merger integration	(1,814)		225		—
Return-to-provision adjustments	(1,010)		(332)		(19)
Change in valuation allowance	(145)		93		10
Other items, net	(45)		(55)		134
Total income tax provision (benefit)	$	(4,694)	$	3,491	$	1,919

The Company’s effective income tax rate for the fiscal years ended January 31, 2021, 2020, and 2019 was an effective income tax benefit rate of 113.4% and an effective income tax expense rate of 8.1% and 2.5%, respectively. The difference between the effective income tax rate and the U.S. federal statutory income tax rate each period is impacted by a number of factors, including the relative mix of earnings among state jurisdictions, credits, excess tax benefits or shortfalls on stock-based compensation expense due to the adoption of ASU 2016-09, and other discrete items. The decrease in the effective tax rate for the fiscal year ended January 31, 2021 from the fiscal year ended January 31, 2020 was primarily due to an increase in excess tax benefits on stock-based compensation expense, deferred tax rate adjustments due to merger integration, and research and development credits recognized in the provision for income taxes relative to pre-tax income. The increase in the effective tax rate for the fiscal year ended January 31, 2020 compared to the fiscal year ended January 31, 2019 was primarily due to a decrease in excess tax benefits on stock-based compensation expense recognized in the provision for income taxes relative to pre-tax income and an increase in non-deductible expenses, which were offset by exclusion of the gain in connection with our equity investment in WageWorks that will not be realized for income tax purposes.

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act, among other things, provides various income and payroll tax provisions to provide economic and other relief from the COVID-19 pandemic. The CARES Act did not have a material impact on our income tax expense or effective tax rate for 2020.

Deferred tax assets and liabilities consisted of the following:


(in thousands)	January 31, 2021		January 31, 2020
Deferred tax assets:
Net operating loss carryforward	$	1,653	$	1,147
Stock compensation	12,600		10,764
Research and development credits	6,274		4,693
Lease liabilities	21,813		20,232
Accruals and reserves	10,591		6,854
Other, net	1,755		2,154
Total gross deferred tax assets	$	54,686	$	45,844
Less valuation allowance	(104)		(203)
Deferred tax assets, net of valuation allowance	54,582		45,641
Deferred tax liabilities:
Fixed assets	(4,946)		(4,875)
Intangible assets	(134,442)		(142,673)
Incremental contract costs	(6,385)		(5,474)
Right-of-use assets	(22,285)		(21,068)
Goodwill	(6,081)		(1,831)
Other, net	(172)		(194)
Total gross deferred tax liabilities	(174,311)		(176,115)
Net deferred tax asset (liability)	$	(119,729)	$	(130,474)

Management considered whether it is more likely than not that some portion or all of the deferred tax assets would be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considered the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment and determined that based on the weight of all available evidence, it is more likely than not (a likelihood of more than 50%) that the Company will be able to realize most of its deferred tax assets. However, the Company recorded a valuation allowance of $0.1 million and $0.2 million as of January 31, 2021 and 2020, respectively. The decrease in valuation allowance recorded is primarily the result of state tax credits that are expected to be utilized before expiration, and the remaining valuation allowance as of January 31, 2021 relates to capital loss carryovers.

As of January 31, 2021, the Company had no remaining federal net operating loss carryforward and had gross state net operating loss carryforwards of $26.9 million which begin to expire at various intervals following the tax year ending January 31, 2028. As of January 31, 2021, the Company also had federal and state research and development credits of $5.3 million and $8.5 million, respectively, which begin to expire following the tax years ending January 31, 2037 and 2022, respectively.

As of January 31, 2021 and 2020, the gross unrecognized tax benefit was $10.2 million and $9.4 million, respectively. If recognized, $9.4 million and $8.6 million of the total unrecognized tax benefits would affect the Company's effective tax rate as of January 31, 2021 and 2020, respectively. Total gross unrecognized tax benefits increased by $0.8 million in the period from January 31, 2020 to January 31, 2021. A tabular reconciliation of the beginning and ending amount of gross unrecognized tax benefits, including the impact of purchase accounting from the WageWorks Acquisition, is as follows:


(in thousands)	January 31, 2021		January 31, 2020
Gross unrecognized tax benefits at beginning of year	$	9,370	$	1,693
Gross amounts of increases and decreases:
Increases as a result of tax positions taken during a prior period	1		6,888
Decreases as a result of tax positions taken during a prior period	—		(1)
Increases as a result of tax positions taken during the current period	835		790
Decreases as a result of tax positions taken during the current period	—		—
Decreases resulting from the lapse of the applicable statute of limitations	—		—
Gross unrecognized tax benefits at end of year	$	10,206	$	9,370

Certain unrecognized tax benefits are required to be netted against their related deferred tax assets as a result of ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. Other unrecognized tax benefits have been netted against existing tax receivable balances where significant overpayments have resulted. The resulting unrecognized tax benefit recorded within the Company's consolidated balance sheet excludes the following amounts that have been netted against the related deferred tax assets or tax receivables accordingly:


(in thousands)	January 31, 2021		January 31, 2020
Total gross unrecognized tax benefits	$	10,206	$	9,370
Amounts netted against related deferred tax assets or tax receivables	(9,574)		(8,914)
Unrecognized tax benefits recorded on the consolidated balance sheet	$	632	$	456

The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a component of other income (expense), net in the statement of operations and comprehensive income. During the fiscal years ended January 31, 2021 and 2020, the Company recorded penalties and interest of $0.2 million and $0.1 million, respectively, related to unrecognized tax benefits. No interest and penalties were recorded related to unrecognized tax benefits during the year ended January 31, 2019. As of January 31, 2021 and 2020, accrued interest and penalties of $0.8 million and $0.6 million, respectively, were recorded, of which $0.5 million related to existing balances from the WageWorks Acquisition recorded through purchase accounting.

The Company files income tax returns with U.S. federal and state taxing jurisdictions and is currently under examination by the IRS and in the states of California and Texas. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes or our net operating losses. As a result of the Company's net operating loss carryforwards and tax credit carryforwards, the Company remains subject to examination by one or more jurisdictions for tax years after 2001.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Stock-based compensation

12 Months Ended

Jan. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-based compensation

The following table shows a summary of stock-based compensation in the Company's consolidated statements of operations and comprehensive income during the years presented:


	Year ended January 31,
(in thousands)	2021		2020		2019
Cost of revenue	$	7,996	$	4,792	$	2,837
Sales and marketing	6,986		4,694		3,536
Technology and development	10,772		7,649		5,117
General and administrative	17,109		12,972		9,567
Merger integration	—		1,603		—
Other expense, net	—		13,714		—
Total stock-based compensation expense	$	42,863	$	45,424	$	21,057

The following table shows stock-based compensation by award type:


	Year ended January 31,
(in thousands)	2021		2020		2019
Stock options	$	4,499	$	6,612	$	7,581
Performance stock options	—		—		681
Restricted stock units	28,040		25,781		7,657
Performance restricted stock units	6,270		4,862		2,419
Restricted stock awards	1,335		655		570
Performance restricted stock awards	2,719		1,934		2,149
Total non-cash stock-based compensation expense	42,863		39,844		21,057
Acquisition awards exchanged for cash	—		5,580		—
Total stock-based compensation expense	$	42,863	$	45,424	$	21,057

Stock award plans

Incentive Plan. The Company grants stock options, restricted stock units ("RSUs"), and restricted stock awards ("RSAs") under the HealthEquity, Inc. 2014 Equity Incentive Plan (as amended and restated, the "Incentive Plan"), which provided for the issuance of stock awards to the directors and team members of the Company to purchase up to an aggregate of 2.6 million shares of common stock.

In addition, under the Incentive Plan, the number of shares of common stock reserved for issuance under the Incentive Plan automatically increases on February 1 of each year, beginning as of February 1, 2015 and continuing through and including February 1, 2024, by 3% of the total number of shares of the Company’s capital stock outstanding on January 31 of the preceding fiscal year, or a lesser number of shares determined by the board of directors. As of January 31, 2021, 6.4 million shares were available for grant under the Incentive Plan.

WageWorks Incentive Plan. At the closing of the WageWorks Acquisition, and in accordance with the Merger Agreement, certain RSUs with respect to WageWorks common stock, granted under WageWorks, Inc. 2010 Equity Incentive Plan (the "WageWorks Incentive Plan"), were replaced by the Company and converted into RSUs with respect to 0.5 million shares of common stock of the Company. No additional shares were issued under the WageWorks Incentive Plan, and the period during which the remaining 5.3 million shares were available to be utilized expired on May 26, 2020.

Stock options

Under the terms of the Incentive Plan, the Company has the ability to grant incentive and nonqualified stock options. Incentive stock options may be granted only to Company team members. Nonqualified stock options may be granted to Company executive officers, other team members, directors and consultants. Such options are to be exercisable at prices, as determined by the board of directors, which must be equal to no less than the fair value of the Company's common stock at the date of the grant. Stock options granted under the Incentive Plan generally expire 10 years from the date of issuance, or are forfeited 90 days after termination of employment. Shares of common stock underlying stock options that are forfeited or that expire are returned to the Incentive Plan.

Valuation assumptions. The Company has adopted the provisions of Topic 718, which requires the measurement and recognition of compensation for all stock-based awards made to team members and directors, based on estimated fair values.

Under Topic 718, the Company uses the Black-Scholes option pricing model as the method of valuation for stock options. The determination of the fair value of stock-based awards on the date of grant is affected by the fair value of the stock as well as assumptions regarding a number of complex and subjective variables. The variables include, but are not limited to, (1) the expected life of the option, (2) the expected volatility of the fair value of the Company's common stock over the term of the award estimated by averaging the Company's historical volatility in addition to published volatilities of a relative peer group, (3) risk-free interest rate, and (4) expected dividends.

The weighted-average fair value of options granted during the fiscal years ended January 31, 2021, 2020 and 2019 was $23.68, $25.97 and $26.40 per share, respectively. The key input assumptions that were utilized in the valuation of the stock options granted during the fiscal years ended January 31, 2021, 2020 and 2019 are as follows:


	Year ended January 31,
	2021	2020	2019
Expected dividend yield	0%	0%	0%
Expected stock price volatility	37.97%	35.98% - 36.53%	36.53% - 37.84%
Risk-free interest rate	1.39%	2.21% - 2.43%	2.52% - 2.79%
Expected life of options	5.18 years	4.95 - 5.09 years	5.17 - 6.25 years

The Company historically used the "simplified" method to estimate the expected term of an option as determined under Staff Accounting Bulletin No. 110 due to limited option exercise history as a public company. Commencing February 1, 2019, the Company began estimating the expected life of an option using its own historical option exercise and termination data. Expected volatility is determined using weighted average volatility of publicly traded peer companies. During the fiscal year ended January 31, 2019, the Company began using its own historical volatility in addition to the volatility of publicly traded peer companies, as its share price history grows over time. The risk-free interest rate is determined by using published zero coupon rates on treasury notes for each grant date given the expected term on the options. The dividend yield of zero is based on the fact that the Company expects to invest cash in operations.

A summary of stock option activity is as follows:


	Outstanding stock options
(in thousands, except for exercise prices and term)	Number of options	Range of exercise prices	Weighted- average exercise price		Weighted- average contractual term (in years)	Aggregate intrinsic value
Outstanding as of January 31, 2020	2,040	$0.10 - 82.39	$	30.35	5.90	$	74,009
Granted	16	$66.06	$	66.06
Exercised	(372)	$0.10 - 59.63	$	26.73
Forfeited	(10)	$25.45 - 44.53	$	37.43
Outstanding as of January 31, 2021	1,674	$1.25 - 82.39	$	31.46	5.00	$	87,164
Vested and expected to vest as of January 31, 2021	1,674		$	31.46	5.00	$	87,164
Exercisable as of January 31, 2021	1,447		$	27.04	4.60	$	81,764

The aggregate intrinsic value in the table above represents the difference between the estimated fair value of common stock and the exercise price of outstanding, in-the-money stock options. The total intrinsic value of options exercised during the fiscal years ended January 31, 2021, 2020 and 2019 was $15.4 million, $22.5 million, and $65.5 million, respectively.

As of January 31, 2021, the weighted-average vesting period of non-vested awards expected to vest is approximately 1.0 year; the amount of compensation expense the Company expects to recognize for stock options vesting in future periods is approximately $2.9 million.

Restricted stock units and restricted stock awards

The Company grants RSUs and RSAs to certain team members, officers, and directors under the Incentive Plan. RSUs and RSAs vest upon service-based criteria and performance-based criteria. Generally, service-based RSUs and RSAs vest over a four-year period in equal annual installments commencing upon the first anniversary of the grant date. RSUs and RSAs are valued based on the current value of the Company's closing stock price on the date of grant less the present value of future expected dividends discounted at the risk-free interest rate. The weighted-average fair value of RSUs granted during the fiscal years ended January 31, 2021, 2020 and 2019 was $56.93, $65.20 and $67.69 per share, respectively.

Performance restricted stock units and awards. During the first quarter of the fiscal year ended January 31, 2019, the Company awarded 227,760 performance-based restricted stock awards (the “FY19 PRSAs”). The Company records stock-based compensation related to the FY19 PRSAs when it is considered probable that the performance conditions will be met. The underlying shares were issued at 200% of the target level of achievement at the grant date. In March 2020, the Compensation Committee modified the vesting conditions of the FY19 PRSAs by basing the first two years of the award solely on the Company’s revenue compound annual growth rate (“CAGR”) for the first two years, exclusive of the revenue recognized through the WageWorks Acquisition, and measured using the original revenue CAGR targets set by the Compensation Committee in respect of such awards. As a result, two-thirds of the FY19 PRSAs were deemed by the Compensation Committee to be earned at target; however, despite this determination, and in order to encourage retention of our executive officers, our executive officers were required to remain employed until the remaining performance conditions for the FY19 PRSAs were certified by the Compensation Committee, which occurred in March 2021. The remaining one-third of the FY19 PRSAs were modified to vest based on the Company’s net cash provided by operating activities (as defined under GAAP) relative to target given the importance of the Company generating sufficient cash flow to service the additional indebtedness incurred in connection with the WageWorks Acquisition. The modification affected 10 team members and did not result in an adjustment to stock-based compensation expense. The Company's actual net cash provided by operating activities for the year ended January 31, 2021 was 163% of the target level of achievement. The FY19 PRSAs cliff vested upon approval by the Compensation Committee in March 2021.

During the first quarter of the fiscal year ended January 31, 2020, the Company awarded 129,963 PRSUs (the “FY20 PRSUs”). The Company records stock-based compensation related to the FY20 PRSUs when it is considered probable that the performance conditions will be met. In March 2020, the Compensation Committee modified the vesting conditions of the FY20 PRSUs by basing the first year of the award solely on the Company’s revenue CAGR for the first year, exclusive of the revenue recognized through the WageWorks Acquisition, and measured using the original revenue CAGR targets set by the Compensation Committee in respect of such awards. As a result, one-third of the FY20 PRSUs were deemed by the Compensation Committee to be earned at target; however, despite this determination, and in order to encourage retention of our executive officers, our executive

officers must remain employed until the remaining performance conditions for the FY20 PRSUs are certified by the Compensation Committee, which we expect to occur in March 2022. The remaining two-thirds of the FY20 PRSUs will vest based on the Company’s net cash provided by operating activities (as defined under GAAP) relative to target given the importance of the Company generating sufficient cash flow to service the additional indebtedness incurred in connection with the WageWorks Acquisition. The modification affected 12 team members and resulted in incremental stock-based compensation expense of $6.6 million, which will be recognized over the remaining service period, adjusted for the level of achievement of the performance conditions and any forfeitures. Prior to the modification, the Company did not believe the FY20 PRSUs were likely to vest, and as a result, $2.9 million of previously recorded stock-based compensation expense was reversed during the three months ended April 30, 2020. The FY20 PRSUs cliff vest upon approval by the Compensation Committee. The modified performance conditions for the remaining two-thirds tranche allow for a range of vesting from 0% to 200% based on the level of achievement of the new performance conditions, and the Company believes it is probable that the FY20 PRSUs will vest at least in part.

During the first and second quarters of the fiscal year ended January 31, 2021, the Company awarded 277,950 PRSUs subject to a market condition based on the Company’s total shareholder return ("TSR") relative to the Russell 2000 index as measured on January 31, 2023. The Company used a Monte Carlo simulation to determine that the grant date fair value of the awards was approximately $20.8 million. Compensation expense is recorded if the service condition is met regardless of whether the market condition is satisfied. The market condition allows for a range of vesting from 0% to 200% based on the level of performance achieved. The PRSUs cliff vest upon approval by the Compensation Committee.

A summary of the RSU and RSA activity is as follows:


	RSUs and PRSUs			RSAs and PRSAs
(in thousands, except weighted-average grant date fair value)	Shares	Weighted-average grant date fair value		Shares	Weighted-average grant date fair value
Outstanding as of January 31, 2020	1,380	$	63.33	235	$	61.91
Granted	1,252	56.93		14	74.81
Vested	(517)	56.63		(24)	69.72
Forfeited	(283)	66.05		(32)	62.41
Outstanding as of January 31, 2021	1,832	$	60.41	193	$	61.77

During the fiscal years ended January 31, 2021, 2020 and 2019 the aggregate intrinsic value of RSUs and RSAs vested was $31.8 million, $25.0 million, and $6.4 million, respectively.

Total unrecorded stock-based compensation expense as of January 31, 2021 associated with RSUs and PRSUs was $84.8 million, which is expected to be recognized over a weighted-average period of 2.5 years. Total unrecorded stock-based compensation expense as of January 31, 2021 associated with RSAs and PRSAs was $0.2 million, which is expected to be recognized over a weighted-average period of 0.2 years.

Fair value	12 Months Ended
Fair value	Jan. 31, 2021
Fair Value Disclosures [Abstract]
Fair value	Fair value Fair value measurements are made at a specific point in time, based on relevant market information. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards specify a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy: •Level 1—quoted prices in active markets for identical assets or liabilities; •Level 2—inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and •Level 3—unobservable inputs based on the Company’s own assumptions. Level 1 instruments are valued based on publicly available daily net asset values. Level 1 instruments consist primarily of cash and cash equivalents. The carrying value of cash and cash equivalents approximate fair values as of January 31, 2021 due to the short-term nature of these instruments. Our long-term debt is considered a Level 2 instrument and is recorded at book value in our consolidated financial statements. Our long-term debt reprices frequently due to variable interest rate terms and entails no significant changes in credit risk. As a result, we believe the fair value of our long-term debt approximates carrying value.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Employee benefits	12 Months Ended
Employee benefits	Jan. 31, 2021
Retirement Benefits [Abstract]
Employee benefits	Employee benefitsThe Company has established a 401(k) plan that qualifies as a deferred compensation arrangement under Section 401 of the IRS Code. All non-seasonal team members over the age of 21 are eligible to participate in the plan. The plan provides for Company matching of employee contributions up to 3.5% of eligible earnings. Employer matching contribution expense was $6.5 million, $3.7 million and $1.8 million for the fiscal years ended January 31, 2021, 2020 and 2019, respectively.The Company is self-insured for medical and dental benefits for all qualifying employees. The medical plan carries a stop-loss policy which will protect from individual claims during the plan year exceeding $250,000. The Company records estimates of costs of claims incurred based on an analysis of historical data and independent estimates. The Company's liability for self-insured medical claims is included in accrued compensation in its consolidated balance sheet and was $3.5 million and $3.7 million as of January 31, 2021 and 2020, respectively.

Subsequent events	12 Months Ended
Subsequent events	Jan. 31, 2021
Subsequent Events [Abstract]
Subsequent events	Subsequent events In the first quarter of fiscal year 2022, the Company closed a follow-on public offering of 5,750,000 shares of common stock at a public offering price of $80.30 per share, less the underwriters' discount. The Company received net proceeds of $456.7 million after deducting underwriting discounts and commissions of $4.6 million and other offering expenses of $0.5 million. The Company intends to use the net proceeds from the offering for potential acquisitions, repayment of indebtedness, and other general corporate purposes. On March 8, 2021, the Company acquired 100% of the outstanding capital stock of Fort Effect Corp, d/b/a Luum for an aggregate purchase price consisting of approximately $50.5 million in cash, subject to net working capital and other customary adjustments, and up to $20 million in contingent payments payable during the two-year period following the closing of the acquisition. See Note 7—Commitments and contingencies for subsequent events related to legal matters.

Summary of business and significant accounting policies (Policies)

12 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of consolidation

Segments

Cash and cash equivalents

Cash and cash equivalentsThe Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company’s cash and cash equivalents were held in institutions in the U.S. and include deposits in a money market account that was unrestricted as to withdrawal or use.

Client-held funds

Other assetsOther assets consist primarily of contract costs, debt issuance costs, prepaid expenditures, income tax receivables, inventories, and various other assets. Amounts expected to be recouped or recognized over a period of twelve months or less have been classified as current in the accompanying consolidated balance sheets.

Leases

Property and equipment


Computer equipment			3-5 years
Furniture and fixtures			5 years

Intangible assets, net


Software and software development costs			3 years
Acquired customer relationships			10-15 years
Acquired developed technology			2-5 years
Acquired trade names and trademarks			3 years
Acquired HSA portfolios			15 years

Goodwill

Self insurance

Self-insuranceThe Company is self-insured for medical insurance up to certain annual stop-loss limits. The Company establishes a liability as of the balance sheet date for claims, both reported and incurred but not reported, using currently available information as well as historical claims experience, and as determined by an independent third party.

Other long-term liabilities

Other long-term liabilitiesOther long-term liabilities consists of long-term deferred revenue and other liabilities that the Company does not expect to settle within one year.

Revenue recognition

The Company determines revenue recognition through the following steps:

•identification of the contract, or contracts, with a customer;

•identification of the performance obligations in the contract;

•determination of the transaction price;

•allocation of the transaction price to the performance obligations in the contract; and

•recognition of revenue when, or as, the Company satisfies a performance obligation.

Costs to obtain a contract. ASC 606, Revenue from contracts with customers, requires capitalizing the costs of obtaining a contract when those costs are expected to be recovered.

Cost of revenue

Stock-based compensation

Upon the exercise of a stock option or release of an RSU/RSA, common shares are issued from authorized, but not outstanding, common stock.

Interest Expense

Interest expense consists of accrued interest expense and amortization of deferred financing costs associated with our credit agreement.

Income tax provision (benefit)

Asset acquisitions and Business combination

Asset acquisitions

Business combination

Use of estimates

Recent adopted and issued accounting pronouncements

Recently adopted accounting pronouncements

Summary of business and significant accounting policies (Tables)

12 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Estimated Useful Life of Property and Equipment

The useful life used for computing depreciation for all other asset classes is described below:


Computer equipment			3-5 years
Furniture and fixtures			5 years

Property and equipment consisted of the following as of January 31, 2021 and 2020:


(in thousands)	January 31, 2021		January 31, 2020
Leasehold improvements	$	22,271	$	19,240
Furniture and fixtures	9,230		7,929
Computer equipment	28,592		22,074
Property and equipment, gross	60,093		49,243
Accumulated depreciation	(30,987)		(15,757)
Property and equipment, net	$	29,106	$	33,486

Schedule of Useful Lives of Intangible Assets

The useful life used for computing amortization for all intangible asset classes is described below:


Software and software development costs			3 years
Acquired customer relationships			10-15 years
Acquired developed technology			2-5 years
Acquired trade names and trademarks			3 years
Acquired HSA portfolios			15 years

The gross carrying amount and associated accumulated amortization of intangible assets is as follows as of January 31, 2021 and January 31, 2020:


(in thousands)	January 31, 2021		January 31, 2020
Amortizable intangible assets:
Software and software development costs	$	127,005	$	76,221
Acquired HSA portfolios	125,141		92,770
Acquired customer relationships	601,381		601,381
Acquired developed technology	96,925		96,925
Acquired trade names	12,300		12,300
Amortizable intangible assets, gross	962,752		879,597
Accumulated amortization	(195,749)		(98,851)
Total amortizable intangible assets, net	767,003		780,746
Acquired in process software development costs	—		2,533
Total intangible assets, net	$	767,003	$	783,279

Net income per share (Tables)

12 Months Ended

Jan. 31, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted net income per share:


	Year ended January 31,
(in thousands, except per share data)	2021		2020		2019
Numerator (basic and diluted):
Net income	$	8,834	$	39,664	$	73,899
Denominator (basic):
Weighted-average common shares outstanding	74,235		67,026		61,836
Denominator (diluted):
Weighted-average common shares outstanding	74,235		67,026		61,836
Weighted-average dilutive effect of stock options and restricted stock units	1,444		1,427		1,534
Diluted weighted-average common shares outstanding	75,679		68,453		63,370
Net income per share:
Basic	$	0.12	$	0.59	$	1.20
Diluted	$	0.12	$	0.58	$	1.17

Business combination (Tables)

12 Months Ended

Jan. 31, 2021

Business Combinations [Abstract]

Schedule of Allocation of Consideration

The following table summarizes the Company's allocation of the consideration paid in the WageWorks Acquisition:


(in millions)	Initial Allocation		Adjustments		Updated Allocation
Cash and cash equivalents	$	406.8	$	(14.5)	$	392.3
Other current assets	56.5		2.5		59.0
Property, plant, and equipment	26.6				26.6
Operating lease right-of-use assets	42.5				42.5
Intangible assets	715.3				715.3
Goodwill	1,330.5		(8.0)		1,322.5
Other assets	5.9				5.9
Client-held funds obligation	(237.5)		17.2		(220.3)
Other current liabilities	(69.1)		(3.7)		(72.8)
Other long-term liabilities	(26.7)				(26.7)
Deferred tax liability	(128.7)		6.5		(122.2)
Total consideration paid	$	2,122.1	$	—	$	2,122.1

Schedule of Pro Forma Information

The estimated pro forma revenue and net income include the alignment of accounting policies, the effect of fair value adjustments related to the WageWorks Acquisition, associated tax effects and the impact of the borrowings to finance the WageWorks Acquisition and related expenses.


	Year ended January 31,
(in thousands) (unaudited)	2020		2019
Revenue	$	798,253	$	765,801
Net income	$	23,101	$	6,419

Supplemental financial statement information (Tables)

12 Months Ended

Jan. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment

The useful life used for computing depreciation for all other asset classes is described below:


Computer equipment			3-5 years
Furniture and fixtures			5 years

Property and equipment consisted of the following as of January 31, 2021 and 2020:


(in thousands)	January 31, 2021		January 31, 2020
Leasehold improvements	$	22,271	$	19,240
Furniture and fixtures	9,230		7,929
Computer equipment	28,592		22,074
Property and equipment, gross	60,093		49,243
Accumulated depreciation	(30,987)		(15,757)
Property and equipment, net	$	29,106	$	33,486

Schedule of Other Expense, Net

Other income (expense), net, consisted of the following:


	Year ended January 31,
(in thousands)	2021		2020		2019
Interest income	$	1,045	$	5,905	$	1,946
Gain (loss) on equity securities	—		27,760		(102)
Acquisition costs	(1,118)		(40,810)		(2,121)
Other income (expense)	5,080		(1,934)		(1,305)
Total other income (expense), net	$	5,007	$	(9,079)	$	(1,582)

Leases (Tables)

12 Months Ended

Jan. 31, 2021

Leases [Abstract]

Schedule of Lease Cost

The components of operating lease costs are as follows:


	Year ended January 31,
(in thousands, except for term and percentages)	2021		2020		2019
Operating lease expense	$	16,073	$	9,059	$	5,456
Sublease income	(1,799)		(750)		—
Net operating lease cost	$	14,274	$	8,309	$	5,456

Weighted average lease term and discount rate are as follows:


	January 31, 2021		January 31, 2020
Weighted average remaining lease term	9.02 years		9.41 years
Weighted average discount rate	4.32	%	4.35	%

As of January 31, 2021, our lease liabilities were as follows:


(in thousands)	Operating leases
Gross lease liabilities	$	107,150
Less: imputed interest	(18,889)
Present value of lease liabilities	88,261
Less: current portion of lease liabilities	(14,037)
Lease liabilities, non-current	$	74,224

Supplemental cash flow information related to the Company's operating leases was as follows:


	Year ended January 31,
(in thousands, except for term and percentages)	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	12,941	$	6,361
Right-of-use assets obtained in exchange for lease obligations	$	17,480	$	34,196

Intangible assets and goodwill (Tables)

12 Months Ended

Jan. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The useful life used for computing amortization for all intangible asset classes is described below:


Software and software development costs			3 years
Acquired customer relationships			10-15 years
Acquired developed technology			2-5 years
Acquired trade names and trademarks			3 years
Acquired HSA portfolios			15 years

The gross carrying amount and associated accumulated amortization of intangible assets is as follows as of January 31, 2021 and January 31, 2020:


(in thousands)	January 31, 2021		January 31, 2020
Amortizable intangible assets:
Software and software development costs	$	127,005	$	76,221
Acquired HSA portfolios	125,141		92,770
Acquired customer relationships	601,381		601,381
Acquired developed technology	96,925		96,925
Acquired trade names	12,300		12,300
Amortizable intangible assets, gross	962,752		879,597
Accumulated amortization	(195,749)		(98,851)
Total amortizable intangible assets, net	767,003		780,746
Acquired in process software development costs	—		2,533
Total intangible assets, net	$	767,003	$	783,279

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated amortization expense for the years ending January 31 is as follows:


Year ending January 31, (in thousands)
2022	$	103,188
2023	91,824
2024	75,136
2025	58,283
2026	48,532
Thereafter	390,040
Total	$	767,003

Commitments and contingencies (Tables)

12 Months Ended

Jan. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of payments due by fiscal year for our outstanding contractual obligations

The following table summarizes the payments due by fiscal year for our outstanding contractual obligations as of January 31, 2021:


	Payments due by fiscal year
(in thousands)	2022		2023		2024		2025		2026		Thereafter		Total
Long-term debt obligations (1)	$	62,500	$	70,313	$	101,562	$	768,750	$	—	$	—	$	1,003,125
Interest on long-term debt obligations (2)	19,639		18,451		16,893		8,877		—		—		63,860
Operating lease obligations (3)	15,809		18,082		16,094		16,341		16,683		87,235		170,244
Other contractual obligations (4)	21,948		15,645		1,756		402		—		—		39,751
Total	$	119,896	$	122,491	$	136,305	$	794,370	$	16,683	$	87,235	$	1,276,980

(2)Estimated interest payments assume the stated interest rate applicable as of January 31, 2021 of 1.87% per annum on a $1.00 billion outstanding principal amount.

(4)Other contractual obligations consist of processing services agreements, telephony services, immaterial finance leases, and other contractual commitments.

Indebtedness (Tables)

12 Months Ended

Jan. 31, 2021

Debt Disclosure [Abstract]

Schedule of Long-term Debt

As of January 31, 2021, long-term debt consisted of the following:


(in millions)	January 31, 2021
Term loan facility	$	1,003.1
Less: unamortized loan issuance costs (1)	16.4
Long-term debt, net of issuance costs	$	986.7

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Income taxes (Tables)

12 Months Ended

Jan. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The income tax provision (benefit) consisted of the following:


	Year ended January 31,
(in thousands)	2021		2020		2019
Current:
Federal	$	181	$	(448)	$	1,095
State	258		274		416
Total current tax provision (benefit)	$	439	$	(174)	$	1,511
Deferred:
Federal	$	(1,630)	$	3,538	$	1,258
State	(3,503)		127		(850)
Total deferred tax provision (benefit)	$	(5,133)	$	3,665	$	408
Total income tax provision (benefit)	$	(4,694)	$	3,491	$	1,919

Schedule of Effective Income Tax Rate Reconciliation

Total income tax provision (benefit) differed from the amounts computed by applying the U.S. federal statutory income tax rate to income before income taxes as a result of the following:


	Year ended January 31,
(in thousands)	2021		2020		2019
Federal income tax expense at the statutory rate	$	869	$	9,063	$	15,922
State income tax expense, net of federal tax benefit	(99)		960		1,518
Other non-deductible or non-taxable items, net	469		798		251
Excessive employee remuneration	1,186		2,117		160
Excess tax benefits on stock-based compensation expense, net	(2,983)		(4,815)		(14,255)
Federal research and development credits	(2,195)		(2,296)		(2,252)
Change in uncertain tax position reserves, net of indirect benefits	511		491		450
Non-deductible acquisition-related costs	—		3,032		—
Non-taxable gain on investment in subsidiary	—		(5,790)		—
Reclassification of operating lease right-of-use assets	185		—		—
Change in net operating losses due to measurement period adjustments	377		—		—
Deferred tax rate adjustment due to merger integration	(1,814)		225		—
Return-to-provision adjustments	(1,010)		(332)		(19)
Change in valuation allowance	(145)		93		10
Other items, net	(45)		(55)		134
Total income tax provision (benefit)	$	(4,694)	$	3,491	$	1,919

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities consisted of the following:


(in thousands)	January 31, 2021		January 31, 2020
Deferred tax assets:
Net operating loss carryforward	$	1,653	$	1,147
Stock compensation	12,600		10,764
Research and development credits	6,274		4,693
Lease liabilities	21,813		20,232
Accruals and reserves	10,591		6,854
Other, net	1,755		2,154
Total gross deferred tax assets	$	54,686	$	45,844
Less valuation allowance	(104)		(203)
Deferred tax assets, net of valuation allowance	54,582		45,641
Deferred tax liabilities:
Fixed assets	(4,946)		(4,875)
Intangible assets	(134,442)		(142,673)
Incremental contract costs	(6,385)		(5,474)
Right-of-use assets	(22,285)		(21,068)
Goodwill	(6,081)		(1,831)
Other, net	(172)		(194)
Total gross deferred tax liabilities	(174,311)		(176,115)
Net deferred tax asset (liability)	$	(119,729)	$	(130,474)

Schedule of Unrecognized Tax Benefits Roll Forward

A tabular reconciliation of the beginning and ending amount of gross unrecognized tax benefits, including the impact of purchase accounting from the WageWorks Acquisition, is as follows:


(in thousands)	January 31, 2021		January 31, 2020
Gross unrecognized tax benefits at beginning of year	$	9,370	$	1,693
Gross amounts of increases and decreases:
Increases as a result of tax positions taken during a prior period	1		6,888
Decreases as a result of tax positions taken during a prior period	—		(1)
Increases as a result of tax positions taken during the current period	835		790
Decreases as a result of tax positions taken during the current period	—		—
Decreases resulting from the lapse of the applicable statute of limitations	—		—
Gross unrecognized tax benefits at end of year	$	10,206	$	9,370

Schedule of Unrecognized Tax Benefit Netted Against Deferred Tax Asset

The resulting unrecognized tax benefit recorded within the Company's consolidated balance sheet excludes the following amounts that have been netted against the related deferred tax assets or tax receivables accordingly:


(in thousands)	January 31, 2021		January 31, 2020
Total gross unrecognized tax benefits	$	10,206	$	9,370
Amounts netted against related deferred tax assets or tax receivables	(9,574)		(8,914)
Unrecognized tax benefits recorded on the consolidated balance sheet	$	632	$	456

Stock-based compensation (Tables)

12 Months Ended

Jan. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of share based compensation recognized

The following table shows a summary of stock-based compensation in the Company's consolidated statements of operations and comprehensive income during the years presented:


	Year ended January 31,
(in thousands)	2021		2020		2019
Cost of revenue	$	7,996	$	4,792	$	2,837
Sales and marketing	6,986		4,694		3,536
Technology and development	10,772		7,649		5,117
General and administrative	17,109		12,972		9,567
Merger integration	—		1,603		—
Other expense, net	—		13,714		—
Total stock-based compensation expense	$	42,863	$	45,424	$	21,057

The following table shows stock-based compensation by award type:


	Year ended January 31,
(in thousands)	2021		2020		2019
Stock options	$	4,499	$	6,612	$	7,581
Performance stock options	—		—		681
Restricted stock units	28,040		25,781		7,657
Performance restricted stock units	6,270		4,862		2,419
Restricted stock awards	1,335		655		570
Performance restricted stock awards	2,719		1,934		2,149
Total non-cash stock-based compensation expense	42,863		39,844		21,057
Acquisition awards exchanged for cash	—		5,580		—
Total stock-based compensation expense	$	42,863	$	45,424	$	21,057

Summary of assumptions

The key input assumptions that were utilized in the valuation of the stock options granted during the fiscal years ended January 31, 2021, 2020 and 2019 are as follows:


	Year ended January 31,
	2021	2020	2019
Expected dividend yield	0%	0%	0%
Expected stock price volatility	37.97%	35.98% - 36.53%	36.53% - 37.84%
Risk-free interest rate	1.39%	2.21% - 2.43%	2.52% - 2.79%
Expected life of options	5.18 years	4.95 - 5.09 years	5.17 - 6.25 years

Summary of stock options

A summary of stock option activity is as follows:


	Outstanding stock options
(in thousands, except for exercise prices and term)	Number of options	Range of exercise prices	Weighted- average exercise price		Weighted- average contractual term (in years)	Aggregate intrinsic value
Outstanding as of January 31, 2020	2,040	$0.10 - 82.39	$	30.35	5.90	$	74,009
Granted	16	$66.06	$	66.06
Exercised	(372)	$0.10 - 59.63	$	26.73
Forfeited	(10)	$25.45 - 44.53	$	37.43
Outstanding as of January 31, 2021	1,674	$1.25 - 82.39	$	31.46	5.00	$	87,164
Vested and expected to vest as of January 31, 2021	1,674		$	31.46	5.00	$	87,164
Exercisable as of January 31, 2021	1,447		$	27.04	4.60	$	81,764

Summary of restricted stock activity

A summary of the RSU and RSA activity is as follows:


	RSUs and PRSUs			RSAs and PRSAs
(in thousands, except weighted-average grant date fair value)	Shares	Weighted-average grant date fair value		Shares	Weighted-average grant date fair value
Outstanding as of January 31, 2020	1,380	$	63.33	235	$	61.91
Granted	1,252	56.93		14	74.81
Vested	(517)	56.63		(24)	69.72
Forfeited	(283)	66.05		(32)	62.41
Outstanding as of January 31, 2021	1,832	$	60.41	193	$	61.77

Summary of business and significant accounting policies - Narrative (Details) $ / shares in Units, $ in Thousands		1 Months Ended	12 Months Ended
	Aug. 30, 2019 USD ($) $ / shares	Jul. 31, 2020 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) segment	Jan. 31, 2020 USD ($)	Jan. 31, 2019 USD ($)
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Principal payments on long-term debt			$ 239,063	$ 7,813	$ 0
Number of segments \| segment			1
HSA Member
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized contract cost, amortization period			15 years
RA Customer Relationship
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Capitalized contract cost, amortization period			7 years
Acquired HSA Portfolios
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Useful life of intangible assets			15 years
Leasehold Improvements \| Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Useful life of property, plant and equipment (in years)			3 years
Leasehold Improvements \| Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Useful life of property, plant and equipment (in years)			5 years
Follow on Equity Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Common stock, shares (in shares) \| shares		5,290,000
Offering price per share (in dollars per share) \| $ / shares		$ 56.00
Net proceeds from follow on offering		$ 286,800
Underwriting discounts and commissions		8,900
Other offering expenses payable		600
Principal payments on long-term debt			$ 200,000
Follow on Equity Offering \| Term Loan Facility \| Line of Credit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Principal payments on long-term debt		$ 200,000
WageWorks, Inc.
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Merger related costs, price per share (in dollars per share) \| $ / shares	$ 51.35
Aggregate fair value of WageWorks stock acquired	$ 2,000,000
Passive Custodial Funds
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Minimum net worth above custodial assets			2.00%
Non-passive Custodial Fund
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Minimum net worth above custodial assets			4.00%

Summary of business and significant accounting policies - Property and Equipment (Details)	12 Months Ended
	Jan. 31, 2021
Computer equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life of property, plant and equipment (in years)	3 years
Computer equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life of property, plant and equipment (in years)	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Useful life of property, plant and equipment (in years)	5 years

Summary of business and significant accounting policies - Intangible Assets (Details)	12 Months Ended
	Jan. 31, 2021
Software and software development costs
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	3 years
Acquired customer relationships \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	10 years
Acquired customer relationships \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	15 years
Developed Technology
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	3 years
Developed Technology \| Minimum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	2 years
Developed Technology \| Maximum
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	5 years
Acquired HSA portfolios
Acquired Finite-Lived Intangible Assets [Line Items]
Useful life of intangible assets	15 years

Net income per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Numerator (basic and diluted):
Net income	$ 8,834	$ 39,664	$ 73,899
Denominator (basic):
Weighted-average common shares outstanding (in shares)	74,235	67,026	61,836
Denominator (diluted):
Weighted-average common shares outstanding (in shares)	74,235	67,026	61,836
Weighted-average dilutive effect of stock options and restricted stock units (in shares)	1,444	1,427	1,534
Diluted weighted-average common shares outstanding (in shares)	75,679	68,453	63,370
Net income per share:
Basic (in dollars per share)	$ 0.12	$ 0.59	$ 1.20
Diluted (in dollars per share)	$ 0.12	$ 0.58	$ 1.17
Antidilutive securities excluded from computation of earnings per share (in shares)	600	300	100

Business combination - Narrative (Details) - WageWorks, Inc. $ / shares in Units, $ in Millions	Aug. 30, 2019 USD ($) $ / shares
Business Acquisition [Line Items]
Merger related costs, price per share (in dollars per share) \| $ / shares	$ 51.35
Aggregate fair value of WageWorks stock acquired	$ 2,000.0
Cash paid	816.9
Borrowing pursuant to term loan facility	1,220.0
Term Loan Facility \| Line of Credit
Business Acquisition [Line Items]
Cash paid	$ 30.5

Business combination - Preliminary Allocation of Consideration (Details) - USD ($) $ in Thousands	12 Months Ended			17 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019	Jan. 31, 2021	Aug. 30, 2019
Business Acquisition [Line Items]
Goodwill	$ 1,327,193	$ 1,332,631		$ 1,327,193
Goodwill, adjustments	5,438	$ 0	$ 0
WageWorks Inc.
Business Acquisition [Line Items]
Cash and cash equivalents	392,300			392,300	$ 406,800
Cash and cash equivalents, adjustments				(14,500)
Other current assets	59,000			59,000	56,500
Other current assets, adjustments				2,500
Property, plant, and equipment	26,600			26,600	26,600
Operating lease right-of-use assets	42,500			42,500	42,500
Intangible assets	715,300			715,300	715,300
Goodwill	1,322,500			1,322,500	1,330,500
Goodwill, adjustments				(8,000)
Other assets	5,900			5,900	5,900
Client-held funds obligation	(220,300)			(220,300)	(237,500)
Client-held funds obligation, adjustments				17,200
Other current liabilities	(72,800)			(72,800)	(69,100)
Other current liabilities, adjustments				(3,700)
Other long-term liabilities	(26,700)			(26,700)	(26,700)
Deferred tax liability	(122,200)			(122,200)	(128,700)
Deferred tax liability, adjustments				6,500
Total consideration paid	$ 2,122,100			2,122,100	$ 2,122,100
Total consideration paid, adjustments				$ 0

Business combination - Pro Forma Results (Details) - WageWorks Inc. - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Business Acquisition [Line Items]
Revenue	$ 798,253	$ 765,801
Net income	$ 23,101	$ 6,419

Supplemental financial statement information - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for doubtful accounts	$ 4.2	$ 1.2
Credit losses from trade receivables	3.4	1.0	$ 0.2
Capitalized contract cost	27.5	21.8
Amortization of capitalized contract costs	2.4	1.9	1.5
Depreciation expense	16.0	8.9	$ 3.5
Remaining performance obligation	$ 4.1	$ 3.7
Deferred revenue recognition term	12 months
Deferred revenue interchange arrangement recognition term	10 years
Deferred revenue	$ 2.0

Supplemental financial statement information - Property and equipment (Details) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 60,093	$ 49,243
Accumulated depreciation	(30,987)	(15,757)
Property and equipment, net	29,106	33,486
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	22,271	19,240
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	9,230	7,929
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 28,592	$ 22,074

Supplemental financial statement information - Other expense, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest income	$ 1,045	$ 5,905	$ 1,946
Gain (loss) on equity securities	0	27,760	(102)
Acquisition costs	(1,118)	(40,810)	(2,121)
Other income (expense)	5,080	(1,934)	(1,305)
Total other income (expense), net	$ 5,007	$ (9,079)	$ (1,582)

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Jan. 31, 2021 USD ($) extension
Lessee, Lease, Description [Line Items]
Lessee, operating lease, number of extensions \| extension	1
Operating lease not yet commenced undiscounted amount \| $	$ 63.1
Minimum
Lessee, Lease, Description [Line Items]
Remaining operating lease terms	1 year
Lease renewal terms extension	3 years
Operating lease not yet commenced term of contract	3 years
Maximum
Lessee, Lease, Description [Line Items]
Remaining operating lease terms	10 years
Lease renewal terms extension	10 years
Operating lease not yet commenced term of contract	11 years

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Leases [Abstract]
Operating lease expense	$ 16,073	$ 9,059	$ 5,456
Sublease income	(1,799)	(750)	0
Net operating lease cost	$ 14,274	$ 8,309	$ 5,456
Weighted average remaining lease term	9 years 7 days	9 years 4 months 28 days
Weighted average discount rate	4.32%	4.35%

Leases - Lease Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Leases [Abstract]
Gross lease liabilities	$ 107,150
Less: imputed interest	(18,889)
Present value of lease liabilities	88,261
Less: current portion of lease liabilities	(14,037)	$ (12,401)
Lease liabilities, non-current	$ 74,224	$ 68,017

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 12,941	$ 6,361
Right-of-use assets obtained in exchange for lease obligations	$ 17,480	$ 34,196

Intangible assets and goodwill - Schedule of finite-lived intangible assets (Details) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	$ 962,752	$ 879,597
Accumulated amortization	(195,749)	(98,851)
Total amortizable intangible assets, net	767,003	780,746
Total intangible assets, net	767,003	783,279
Software and software development costs
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	127,005	76,221
Acquired HSA portfolios
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	125,141	92,770
Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	601,381	601,381
Acquired developed technology
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	96,925	96,925
Acquired trade names
Finite-Lived Intangible Assets [Line Items]
Amortizable intangible assets, gross	12,300	12,300
Acquired in process software development costs
Finite-Lived Intangible Assets [Line Items]
Acquired in process software development costs	$ 0	$ 2,533

Intangible assets and goodwill - Narrative (Details) - USD ($)	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 99,900,000	$ 46,500,000	$ 14,700,000
Goodwill impairment	0
Goodwill, adjustments	5,438,000	0	$ 0
WageWorks, Inc.
Finite-Lived Intangible Assets [Line Items]
Goodwill		$ 1,330,000,000
Acquired HSA Portfolios
Finite-Lived Intangible Assets [Line Items]
Acquire rights to act	$ 32,400,000

Intangible assets and goodwill - Schedule for future amortization expense (Details) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022	$ 103,188
2023	91,824
2024	75,136
2025	58,283
2026	48,532
Thereafter	390,040
Total amortizable intangible assets, net	$ 767,003	$ 780,746

Commitments and contingencies - Outstanding Contractual Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Long-term Debt, Fiscal Year Maturity [Abstract]
2022	$ 62,500
2023	70,313
2024	101,562
2025	768,750
2026	0
Thereafter	0
Total	1,003,125
Interest On Long-Term Debt, Fiscal Year Maturity [Abstract]
2022	19,639
2023	18,451
2024	16,893
2025	8,877
2026	0
Thereafter	0
Total	63,860
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2022	15,809
2023	18,082
2024	16,094
2025	16,341
2026	16,683
Thereafter	87,235
Total	170,244
Other Commitment, Fiscal Year Maturity [Abstract]
2022	21,948
2023	15,645
2024	1,756
2025	402
2026	0
Thereafter	0
Total	39,751
Contractual Obligation, Fiscal Year Maturity [Abstract]
2022	119,896
2023	122,491
2024	136,305
2025	794,370
2026	16,683
Thereafter	87,235
Total	1,276,980
Principal payments on long-term debt	239,063	$ 7,813	$ 0
Sublease income to be received	$ 3,700
Credit Agreement \| Line of Credit
Contractual Obligation, Fiscal Year Maturity [Abstract]
Stated interest rate	1.87%
Follow on Equity Offering
Contractual Obligation, Fiscal Year Maturity [Abstract]
Principal payments on long-term debt	$ 200,000

Commitments and contingencies - Narrative (Details) $ in Millions			12 Months Ended
	Sep. 06, 2018 lawsuit	Jun. 22, 2018 lawsuit	Jan. 31, 2021 USD ($) executive	Feb. 11, 2021 USD ($)
Loss Contingencies [Line Items]
Settle of claims			$ 30.0
Number of derivative lawsuits \| lawsuit	2	2
Number of executives \| executive			2
Subsequent Event
Loss Contingencies [Line Items]
Settle of claims				$ 30.0
WageWorks Insurers
Loss Contingencies [Line Items]
Settle of claims			$ 25.0
WageWorks Insurers \| Subsequent Event
Loss Contingencies [Line Items]
Settle of claims				25.0
WageWorks Inc.
Loss Contingencies [Line Items]
Other income (expense)			6.8
Settle of claims			5.0
Reimbursement settlement			$ 2.1
WageWorks Inc. \| Subsequent Event
Loss Contingencies [Line Items]
Settle of claims				$ 5.0

Indebtedness - Schedule of Long-term Debt (Details) $ in Thousands	Jan. 31, 2021 USD ($)
Debt Instrument [Line Items]
Total	$ 1,003,125
Term Loan Facility
Debt Instrument [Line Items]
Term loan facility	1,003,100
Less: unamortized loan issuance costs	16,400
Total	986,700
Revolving Credit Facility
Debt Instrument [Line Items]
Less: unamortized loan issuance costs	$ 5,000

Indebtedness - Narrative (Details) - Line of Credit		12 Months Ended
Indebtedness - Narrative (Details) - Line of Credit	Aug. 30, 2019 USD ($)	Jan. 31, 2021 USD ($)
Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate borrowing spread	1.25%
Minimum \| Customary Base Rate
Debt Instrument [Line Items]
Variable rate borrowing spread	0.25%
Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Variable rate borrowing spread	2.25%
Maximum \| Customary Base Rate
Debt Instrument [Line Items]
Variable rate borrowing spread	1.25%
Credit Agreement
Debt Instrument [Line Items]
Stated interest rate		1.87%
Effective interest rate		2.40%
Acquisition threshold for maximum total net leverage ratio	$ 100,000,000
Maximum interest coverage ratio	3.00
Credit Agreement \| Debt covenant, beginning July 31, 2021
Debt Instrument [Line Items]
Leverage ratio	5.00
Credit Agreement \| Debt covenant, beginning July 31, 2021
Debt Instrument [Line Items]
Leverage ratio	4.50
Credit Agreement \| Debt covenant, acquisition holiday provision
Debt Instrument [Line Items]
Leverage ratio	5.00
Credit Agreement \| Term Loan Facility
Debt Instrument [Line Items]
Debt term	5 years
Credit facilities	$ 1,250,000,000
Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt term	5 years
Credit facilities	$ 350,000,000
Credit Agreement \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage		0.20%
Credit Agreement \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage		0.40%
Credit Agreement Prior to Acquisition \| Revolving Credit Facility
Debt Instrument [Line Items]
Amounts drawn under Credit Agreement		$ 0

Income taxes - Components of Income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Current:
Federal	$ 181	$ (448)	$ 1,095
State	258	274	416
Total current tax provision (benefit)	439	(174)	1,511
Deferred:
Federal	(1,630)	3,538	1,258
State	(3,503)	127	(850)
Total deferred tax provision (benefit)	(5,133)	3,665	408
Total income tax provision (benefit)	$ (4,694)	$ 3,491	$ 1,919

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income taxes - Reconciliation of Income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Income Tax Disclosure [Abstract]
Federal income tax expense at the statutory rate	$ 869	$ 9,063	$ 15,922
State income tax expense, net of federal tax benefit	(99)	960	1,518
Other non-deductible or non-taxable items, net	469	798	251
Excessive employee remuneration	1,186	2,117	160
Excess tax benefits on stock-based compensation expense, net	(2,983)	(4,815)	(14,255)
Federal research and development credits	(2,195)	(2,296)	(2,252)
Change in uncertain tax position reserves, net of indirect benefits	511	491	450
Non-deductible acquisition-related costs	0
Non-deductible acquisition-related costs		3,032	0
Non-taxable gain on investment in subsidiary	0	(5,790)	0
Reclassification of operating lease right-of-use assets	185
Change in net operating losses due to measurement period adjustments	377	0	0
Deferred tax rate adjustment due to merger integration	(1,814)	225	0
Return-to-provision adjustments	(1,010)	(332)	(19)
Change in valuation allowance	(145)	93	10
Other items, net	(45)	(55)	134
Total income tax provision (benefit)	$ (4,694)	$ 3,491	$ 1,919

Income taxes - Narrative (Details) - USD ($)	12 Months Ended
Income taxes - Narrative (Details) - USD ($)	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Operating Loss Carryforwards [Line Items]
Effective income tax expense (benefit) rate	(113.40%)	8.10%	2.50%
Deferred tax asset, valuation allowance	$ 104,000	$ 203,000
Gross unrecognized tax benefit	10,206,000	9,370,000	$ 1,693,000
Anticipated decrease in total gross unrecognized tax benefits within 12 months	9,400,000	8,600,000
Period increase in unrecognized tax benefit	800,000
Unrecognized tax benefits, income tax penalties and interest expense	200,000	100,000
Unrecognized tax benefits, income tax penalties and interest accrued	800,000	$ 600,000	$ 0
Accrued interest, increase resulting from acquisition	500,000
January 31, 2028 \| State
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	26,900,000
January 31, 2037 \| Research \| Federal
Operating Loss Carryforwards [Line Items]
Credit carryforward	5,300,000
January 31, 2022 \| Research \| State
Operating Loss Carryforwards [Line Items]
Credit carryforward	$ 8,500,000

Income taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Jan. 31, 2021	Jan. 31, 2020
Deferred tax assets:
Net operating loss carryforward	$ 1,653	$ 1,147
Stock compensation	12,600	10,764
Research and development credits	6,274	4,693
Lease liabilities	21,813	20,232
Accruals and reserves	10,591	6,854
Other, net	1,755	2,154
Total gross deferred tax assets	54,686	45,844
Less valuation allowance	(104)	(203)
Deferred tax assets, net of valuation allowance	54,582	45,641
Deferred tax liabilities:
Fixed assets	(4,946)	(4,875)
Intangible assets	(134,442)	(142,673)
Incremental contract costs	(6,385)	(5,474)
Right-of-use assets	(22,285)	(21,068)
Goodwill	(6,081)	(1,831)
Other, net	(172)	(194)
Total gross deferred tax liabilities	(174,311)	(176,115)
Net deferred tax (liability)	$ (119,729)	$ (130,474)

Income taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross unrecognized tax benefits at beginning of year	$ 9,370	$ 1,693
Increases as a result of tax positions taken during a prior period	1	6,888
Decreases as a result of tax positions taken during a prior period	0	(1)
Increases as a result of tax positions taken during the current period	835	790
Decreases as a result of tax positions taken during the current period	0	0
Decreases resulting from the lapse of the applicable statute of limitations	0	0
Gross unrecognized tax benefits at end of year	10,206	9,370
Total gross unrecognized tax benefits	$ 10,206	$ 1,693	$ 10,206	$ 9,370
Amounts netted against related deferred tax assets or tax receivables			(9,574)	(8,914)
Unrecognized tax benefits recorded on the consolidated balance sheet			$ 632	$ 456

Stock-based compensation - Summary of Share Based Compensation recognized (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 42,863	$ 45,424	$ 21,057
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	4,499	6,612	7,581
Performance stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	0	0	681
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	28,040	25,781	7,657
Performance restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	6,270	4,862	2,419
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	1,335	655	570
Performance restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	2,719	1,934	2,149
Total non-cash stock-based compensation expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	42,863	39,844	21,057
Acquisition awards exchanged for cash
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	0	5,580	0
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	7,996	4,792	2,837
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	6,986	4,694	3,536
Technology and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	10,772	7,649	5,117
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	17,109	12,972	9,567
Merger integration
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	0	1,603	0
Other expense, net
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation	$ 0	$ 13,714	$ 0

Stock-based compensation - Narrative (Details) $ / shares in Units, $ in Millions	1 Months Ended		3 Months Ended				6 Months Ended	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jul. 31, 2020 USD ($) shares	Apr. 30, 2020 shares	Apr. 30, 2019 USD ($) member shares	Apr. 30, 2018 member shares	Jul. 31, 2020 USD ($)	Jan. 31, 2021 USD ($) $ / shares shares	Jan. 31, 2020 USD ($) $ / shares	Jan. 31, 2019 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average fair value at date of grant (in dollars per share) \| $ / shares								$ 23.68	$ 25.97	$ 26.40
Expected dividend yield								0.00%	0.00%	0.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period after termination								10 years
Expiration period from termination of employment								90 days
Recognition period for stock-based compensation								1 year
Unrecognized stock compensation expense to be recognized in future \| $								$ 2.9
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value \| $								$ 15.4	$ 22.5	$ 65.5
Recognition period for stock-based compensation								2 years 6 months
Award vesting period								4 years
Weighted-average grant date fair value (in dollars per share) \| $ / shares								$ 56.93	$ 65.20	$ 67.69
Performance units awards (in shares) \| shares								1,252,000
Aggregate intrinsic value \| $								$ 31.8	$ 25.0	$ 6.4
Compensation not yet recognized, other than options \| $								$ 84.8
Performance Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	2 years
Performance units awards (in shares) \| shares						227,760
Percentage of options vested								163.00%
Fraction of awards fully earned	66.67%
Fraction of awards modified	33.33%
Number of team members modification affected \| member						10
Performance Restricted Stock Awards \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of options vested		200.00%				200.00%
Performance Restricted Stock Awards \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of options vested		0.00%
Performance Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance units awards (in shares) \| shares			277,950	277,950	129,963
Number of team members modification affected \| member					12
Incremental stock-based compensation expense \| $					$ 6.6
Share-based payment arrangement, decrease in expense due to modification of terms \| $					$ 2.9
Grant date fair value \| $			$ 20.8				$ 20.8
Performance Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of options vested							200.00%
Performance Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of options vested							0.00%
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Recognition period for stock-based compensation								2 months 12 days
Award vesting period								4 years
Weighted-average grant date fair value (in dollars per share) \| $ / shares								$ 74.81
Performance units awards (in shares) \| shares								14,000
Compensation not yet recognized, other than options \| $								$ 0.2
WageWorks, Inc. \| Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of service-based common stock (in shares) \| shares								500,000
Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share authorized (in shares) \| shares								2,600,000
Additional shares available for grants as percentage of capital stock outstanding								3.00%
Shares available for grant (in shares) \| shares								6,400,000
WageWorks Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of common stock issuable (in shares) \| shares								5,300,000

Stock-based compensation - Assumptions (Details)	12 Months Ended
Stock-based compensation - Assumptions (Details)	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility		35.98%	36.53%
Risk-free interest rate		2.21%	2.52%
Expected life of options		4 years 11 months 12 days	5 years 2 months 1 day
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected stock price volatility	37.97%	36.53%	37.84%
Risk-free interest rate	1.39%	2.43%	2.79%
Expected life of options	5 years 2 months 4 days	5 years 1 month 2 days	6 years 3 months

Stock-based compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Number of options
Opening balance (in shares)	2,040
Granted (in shares)	16
Exercised (in shares)	(372)
Forfeited (in shares)	(10)
Ending balance (in shares)	1,674	2,040
Vested and expected to vest as of year end (in shares)	1,674
Exercisable as of year end (in shares)	1,447
Range of exercise prices (usd per share)
Beginning balance, minimum (in dollars per share)	$ 0.10
Beginning balance, maximum (in dollars per share)	82.39
Granted (in dollars per share)	66.06
Exercised, minimum (in dollars per share)	0.10
Exercised, maximum (in dollars per share)	59.63
Forfeited, minimum (in dollars per share)	25.45
Forfeited, maximum (in dollars per share)	44.53
Ending balance, minimum (in dollars per share)	1.25	$ 0.10
Ending balance, maximum (in dollars per share)	82.39	82.39
Weighted- average exercise price (usd per share)
Opening balance (in dollars per share)	30.35
Granted (in dollars per share)	66.06
Exercised (in dollars per share)	26.73
Forfeited (in dollars per share)	37.43
Ending balance (in dollars per share)	31.46	$ 30.35
Vested and expected to vest (in dollars per share)	31.46
Exercisable (in dollars per share)	$ 27.04
Weighted- average contractual term (in years)	5 years	5 years 10 months 24 days
Vested and expected to vest, weighted- average contractual term (in years)	5 years
Exercisable, weighted-average contractual term (in years)	4 years 7 months 6 days
Aggregate intrinsic value	$ 87,164	$ 74,009
Vested and expected to vest, aggregate intrinsic value	87,164
Exercisable, aggregate intrinsic value	$ 81,764

Stock-based compensation - Restricted Stock Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Restricted stock units
Shares
Outstanding, beginning balance (in shares)	1,380
Granted (in shares)	1,252
Vested (in shares)	(517)
Forfeited (in shares)	(283)
Outstanding, ending balance (in shares)	1,832	1,380
Weighted-average grant date fair value
Outstanding, beginning balance (usd per share)	$ 63.33
Granted (in dollars per share)	56.93	$ 65.20	$ 67.69
Vested (usd per share)	56.63
Forfeited (usd per share)	66.05
Outstanding, ending balance (usd per share)	$ 60.41	$ 63.33
Restricted stock awards
Shares
Outstanding, beginning balance (in shares)	235
Granted (in shares)	14
Vested (in shares)	(24)
Forfeited (in shares)	(32)
Outstanding, ending balance (in shares)	193	235
Weighted-average grant date fair value
Outstanding, beginning balance (usd per share)	$ 61.91
Granted (in dollars per share)	74.81
Vested (usd per share)	69.72
Forfeited (usd per share)	62.41
Outstanding, ending balance (usd per share)	$ 61.77	$ 61.91

Employee benefits (Details) - USD ($)	12 Months Ended
Employee benefits (Details) - USD ($)	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2019
Defined Contribution Plan Disclosure [Line Items]
Maximum coverage per incident under self-insurance	$ 250,000
Accrued Compensation
Defined Contribution Plan Disclosure [Line Items]
Liability for self-insured medical claims	$ 3,500,000	$ 3,700,000
Supplemental Employee Retirement Plan \| 401(k)
Defined Contribution Plan Disclosure [Line Items]
Percent of employees eligible earnings	3.50%
Employer matching contribution expense	$ 6,500,000	$ 3,700,000	$ 1,800,000

Subsequent events (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended
	Mar. 08, 2021	Jul. 31, 2020	Apr. 30, 2021
Fort Effect Corp \| Subsequent Event
Subsequent Event [Line Items]
Ownership interest (as a percent)	100.00%
Aggregate purchase price	$ 50.5
Contingent payments payable	$ 20.0
Follow on Equity Offering
Subsequent Event [Line Items]
Common stock, shares (in shares)		5,290,000
Offering price per share (in dollars per share)		$ 56.00
Net proceeds from follow on offering		$ 286.8
Underwriting discounts and commissions		8.9
Other offering expenses payable		$ 0.6
Forecast \| Follow on Equity Offering
Subsequent Event [Line Items]
Common stock, shares (in shares)			5,750,000
Offering price per share (in dollars per share)			$ 80.30
Net proceeds from follow on offering			$ 456.7
Underwriting discounts and commissions			4.6
Other offering expenses payable			$ 0.5