0001428336-23-000037 | 10-Q | XBRL Viewer

Indebtedness (Tables)

9 Months Ended

Oct. 31, 2023

Long-term debt consisted of the following:


(in thousands)	October 31, 2023		January 31, 2023
4.50% Senior Notes due 2029	$	600,000	$	600,000
Term Loan Facility	286,875		341,250
Principal amount	886,875		941,250
Less: unamortized discount and issuance costs (1)	12,605		15,912
Total debt, net	874,270		925,338
Less: current portion of long-term debt	—		17,500
Long-term debt, net	$	874,270	$	907,838

(1)In addition to the $12.6 million and $15.9 million of unamortized discount and issuance costs related to long-term debt as of October 31, 2023 and January 31, 2023, respectively, $2.7 million and $3.4 million of unamortized issuance costs related to the Company's Revolving Credit Facility (as defined below) are included within other assets on the condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023, respectively.

- 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.

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+ Details

Stock-based compensation

9 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-based compensation

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


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
Cost of revenue	$	4,673	$	3,662	$	13,222	$	10,667
Sales and marketing	3,506		2,569		9,763		7,136
Technology and development	5,923		4,045		15,098		10,388
General and administrative	7,560		7,894		21,856		22,119
Total stock-based compensation expense	$	21,662	$	18,170	$	59,939	$	50,310

Stock award plans

Incentive Plan. The Company grants stock options and restricted stock units ("RSUs") 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 October 31, 2023, 11.5 million shares were available for grant under the Incentive Plan.

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, 2023	1,021	$14.00 - 82.39	$	36.06	3.2	$	27,293
Exercised	(99)	$14.00 - 59.63	$	30.68
Forfeited	(4)	$24.36 - 44.53	$	38.41
Outstanding as of October 31, 2023	918	$14.00 - 82.39	$	36.63	2.4	$	32,636
Vested and expected to vest as of October 31, 2023	918		$	36.63	2.4	$	32,636
Exercisable as of October 31, 2023	918		$	36.63	2.4	$	32,636

Restricted stock units

A summary of RSU activity is as follows:


	RSUs and PRSUs
(in thousands, except weighted-average grant date fair value)	Shares	Weighted-average grant date fair value
Outstanding as of January 31, 2023	3,011	$	70.40
Granted	1,890	64.82
Vested	(925)	67.34
Forfeited	(307)	70.03
Outstanding as of October 31, 2023	3,669	$	68.33

Performance restricted stock units. During the three months ended April 30, 2023, the Company awarded 270,966 performance restricted stock units ("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, 2026. The Company used a Monte Carlo simulation to determine that the grant date fair value of the awards was $23.9 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 of the board of directors.

Stock-based compensation - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Apr. 30, 2023	Oct. 31, 2023
Performance Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance units awards (in shares)	270,966
Grant date fair value		$ 23.9
Performance Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights percentage (as a percent)		0.00%
Performance Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting rights percentage (as a percent)		200.00%
Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)		2,600,000
Percentage of capital stock (as a percent)		3.00%
Shares available for grant under incentive plan (in shares)		11,500,000

Income taxes	9 Months Ended
Income taxes	Oct. 31, 2023
Income Tax Disclosure [Abstract]
Income taxes	Income taxes The Company follows ASC 740-270, Income Taxes - Interim Reporting, for the computation and presentation of its interim period tax provision. Accordingly, management estimated the effective annual tax rate and applied this rate to pre-tax income through the end of the latest fiscal quarter to determine the interim income tax provision. For the three and nine months ended October 31, 2023, the Company recorded an income tax provision of $6.4 million and $16.0 million, respectively. This resulted in an effective income tax provision rate of 30.4% and 35.2% for the three and nine months ended October 31, 2023, respectively, compared with an effective income tax benefit rate of 73.4% and 31.9% for the three and nine months ended October 31, 2022, respectively. For the three and nine months ended October 31, 2023, discrete tax items impacting the effective tax rate were primarily due to return-to-provision adjustments on research and development tax credits, an increase in unrecognized tax benefits, adjustments from settlement of an Internal Revenue Service ("IRS") examination, and differences in tax deductible stock-based compensation compared to GAAP stock-based compensation expense. For the three and nine months ended October 31, 2022, discrete tax items impacting the effective tax rate were primarily due to a decrease in unrecognized tax benefits and differences in tax deductible stock-based compensation compared to GAAP stock-based compensation expense. As of October 31, 2023 and January 31, 2023, the Company’s total gross unrecognized tax benefit was $13.8 million and $8.7 million, respectively. If recognized, $10.3 million of the total gross unrecognized tax benefits would affect the Company's effective tax rate as of October 31, 2023. The Company files income tax returns with U.S. federal and state taxing jurisdictions and is currently under examination by the state of Texas. The Texas examination may lead to ordinary course adjustments or proposed adjustments to the Company's taxes, net operating losses, and/or tax credit carryforwards. An IRS examination was effectively settled during the three months ended October 31, 2023; adjustments recorded as a result of the examination were not material. 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 2006.

- 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.

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+ Details

Summary of business and significant accounting policies	9 Months Ended
Summary of business and significant accounting policies	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Summary of business and significant accounting policies	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. Principles of consolidation The Company consolidates entities in which the Company has a controlling financial interest, which includes all of its wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of presentation The accompanying condensed consolidated financial statements as of October 31, 2023 and for the three and nine months ended October 31, 2023 and 2022 are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. In the opinion of management, the interim data includes all adjustments necessary for a fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023. The fiscal year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. Significant accounting policies There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023. Recently adopted accounting pronouncements None. Recently issued accounting pronouncements not yet adopted None.

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Oct. 31, 2023 shares	Oct. 31, 2023 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Delano Ladd [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		On September 22, 2023, Delano Ladd, our Executive Vice President, General Counsel and Secretary, entered into a Rule 10b5-1 trading arrangement (the “Ladd Arrangement”). The Ladd Arrangement provides for the sale, between December 22, 2023 and August 30, 2024, of up to 7,643 aggregate shares of the Company’s common stock held directly by Mr. Ladd. The Ladd Arrangement was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
Name	Delano Ladd
Title	Executive Vice President, General Counsel and Secretary
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 22, 2023
Arrangement Duration	252 days
Aggregate Available	7,643	7,643

Commitments and contingencies (Details) $ in Millions	1 Months Ended
Commitments and contingencies (Details) $ in Millions	Sep. 30, 2023 USD ($) account	Apr. 30, 2023 USD ($)	Nov. 24, 2021 USD ($)	Apr. 30, 2021 USD ($)
WageWorks, Inc
Loss Contingencies [Line Items]
Operating lease not yet commenced undiscounted amount				$ 63.1
Operating lease not yet commenced term of contract				11 years
WageWorks, Inc \| Union Mesa
Loss Contingencies [Line Items]
Letters of credit outstanding			$ 2.8
HSA Portfolio
Loss Contingencies [Line Items]
Purchase price	$ 425.0
Transfer-related expenses	20.0
Asset acquisition, transferred, transaction cost	$ 7.0
Asset acquisition, number of customer accounts \| account	665,000
Asset acquisition, customer accounts, value	$ 2,800.0
Percentage of assets deposited with third party	7.00%
Percentage expected to be paid in cash on hand	50.00%
Term Loan Facility
Loss Contingencies [Line Items]
Fair value of the notes		$ 50.0

Commitments and contingencies	9 Months Ended
Commitments and contingencies	Oct. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and contingencies	Commitments and contingencies Commitments The Company’s principal commitments consist of long-term debt, operating lease obligations for office space and data storage facilities, processing services agreements, software subscriptions, telephony services, and other contractual commitments. In April 2023, the Company used $50.0 million of cash to prepay, in direct order of maturity, principal due under its Term Loan Facility. In September 2023, the Company entered into an agreement to acquire the BenefitWallet HSA portfolio from Conduent Business Services, LLC, for a purchase price of $425.0 million and up to $20.0 million in transfer-related expenses. In addition, the Company expects to incur approximately $7.0 million of transaction costs associated with the acquisition. The agreement contemplates a transfer of approximately 665,000 customer accounts and their approximately $2.8 billion of HSA assets and includes a mechanism to adjust the purchase price based on the amount of HSA assets actually transferred. Pursuant to the agreement, HealthEquity will assume a contract with a depository partner representing approximately 7% of the total maximum acquired HSA assets, which provides a custodial yield that is below current market rates and expires in June 2026. The transfer is expected to close in multiple tranches during the first half of fiscal 2025, subject to the satisfaction of certain customary closing conditions. The Company expects to pay approximately 50% of the purchase price and associated costs using cash on hand, with the remainder paid using the Company’s Revolving Credit Facility (as defined in Note 6—Indebtedness) with the actual percentages to be determined in connection with the payment for each tranche. There were no other material changes during the nine months ended October 31, 2023, outside of the ordinary course of business, in the Company's commitments from those disclosed in its Annual Report on Form 10-K for the fiscal year ended January 31, 2023. 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 In April 2021, WageWorks, Inc. ("WageWorks"), a wholly owned subsidiary of the Company, exercised its right to terminate a lease for office space in Mesa, Arizona that had not yet commenced, with aggregate lease payments of $63.1 million and a term of approximately 11 years, following the landlord's failure to fulfill its obligations under the lease agreement. Because the lease had not yet commenced, the Company had not recognized a right-of-use asset, operating lease liability, or any rent expense associated with the lease. WageWorks' right to terminate the lease agreement was disputed by the landlord, Union Mesa 1, LLC (“Union Mesa”). On November 5, 2021, Union Mesa notified WageWorks that it was in default of the lease for failure to pay rent, which Union Mesa claimed was due beginning in November 2021, and on November 24, 2021 drew $2.8 million, the full amount under the letter of credit that WageWorks had posted to secure its obligations under the lease. On December 1, 2021, WageWorks filed a lawsuit against Union Mesa in the Superior Court of the State of Arizona in and for the County of Maricopa. On January 4, 2022, WageWorks filed an amended complaint in the Superior Court. Pursuant to the lawsuit, WageWorks seeks declaratory judgment that the lease was properly terminated and recourse against Union Mesa for breach of contract, breach of the duty of good faith and fair dealing, and conversion, including return of the funds drawn under the letter of credit. On January 31, 2022, Union Mesa filed a motion to dismiss for the conversion cause of action, which the Superior Court denied on April 13, 2022. On May 18, 2022, Union Mesa filed an answer and counterclaim with the Superior Court, wherein Union Mesa denied WageWorks' claims, and separately seeks recourse against WageWorks for breach of contract and breach of the implied covenant of good faith and fair dealing. On May 19, 2022, Union Mesa filed an amended complaint and counterclaim seeking the same recourse. On June 29, 2022, Union Mesa filed a second amended answer and counterclaim, which names the Company as a counter-defendant. On July 21, 2022, WageWorks and the Company filed an answer to the counterclaims. On April 26, 2023, Union Mesa filed a motion for partial summary judgment, the Company and WageWorks filed a response on September 5, 2023, an oral argument was held on the motion on September 29, 2023, and the parties are awaiting a decision on the motion from the Superior Court. Through its claims, Union Mesa is seeking direct and consequential damages in an amount to be proven at trial and an award of its reasonable attorney fees, plus interest until any damages or fees that are awarded are paid. The parties are currently engaged in discovery. 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. 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.

Condensed consolidated statements of cash flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 29,348	$ (25,934)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	115,167	120,726
Stock-based compensation	59,939	50,310
Amortization of debt discount and issuance costs	2,150	2,454
Loss on extinguishment of debt	1,157	0
Other non-cash items	0	269
Deferred taxes	(15,928)	(10,565)
Changes in operating assets and liabilities:
Accounts receivable, net	654	(451)
Other assets	(12,820)	6,809
Operating lease right-of-use assets	8,241	6,169
Accrued compensation	(14,829)	(11,630)
Accounts payable, accrued liabilities, and other current liabilities	(2,363)	(33,170)
Operating lease liabilities, non-current	(9,966)	(5,401)
Other long-term liabilities	5,003	(4,427)
Net cash provided by operating activities	165,753	95,159
Cash flows from investing activities:
Purchases of software and capitalized software development costs	(30,413)	(35,306)
Purchases of property and equipment	(1,134)	(2,971)
Acquisitions of HSA portfolios	(3,257)	(70,574)
Net cash used in investing activities	(34,804)	(108,851)
Cash flows from financing activities:
Principal payments on long-term debt	(54,375)	(6,562)
Settlement of client-held funds obligation, net	(183)	(1,579)
Proceeds from exercise of common stock options	3,404	6,616
Net cash used in financing activities	(51,154)	(1,525)
Increase (decrease) in cash and cash equivalents	79,795	(15,217)
Beginning cash and cash equivalents	254,266	225,414
Ending cash and cash equivalents	334,061	210,197
Supplemental cash flow data:
Interest expense paid in cash	44,194	36,268
Income tax payments, net	24,777	775
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable or accrued liabilities	98	297
Exercise of common stock options receivable	19	21
Increase in goodwill due to measurement period adjustments, net	0	77
Purchases of software and capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation
Supplemental disclosures of non-cash investing and financing activities:
Purchases of software and capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation	$ 2,882	$ 4,099

Net income (loss) per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Numerator (basic and diluted):
Net income (loss)	$ 14,673	$ (1,641)	$ 29,348	$ (25,934)
Denominator (basic):
Weighted-average common shares outstanding (in shares)	85,697	84,572	85,424	84,349
Denominator (diluted):
Weighted-average common shares outstanding (in shares)	85,697	84,572	85,424	84,349
Weighted-average dilutive effect of stock options and restricted stock units (in shares)	1,425	0	1,283	0
Diluted weighted-average common shares outstanding (in shares)	87,122	84,572	86,707	84,349
Net income (loss) per share:
Basic (in usd per share)	$ 0.17	$ (0.02)	$ 0.34	$ (0.31)
Diluted (in usd per share)	$ 0.17	$ (0.02)	$ 0.34	$ (0.31)
Antidilutive securities excluded from computation of earnings per share (in shares)	600	2,000	1,000	2,400

Net income (loss) per share

9 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Net income (loss) per share

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


	Three months ended October 31,				Nine months ended October 31,
(in thousands, except per share data)	2023		2022		2023		2022
Numerator (basic and diluted):
Net income (loss)	$	14,673	$	(1,641)	$	29,348	$	(25,934)
Denominator (basic):
Weighted-average common shares outstanding	85,697		84,572		85,424		84,349
Denominator (diluted):
Weighted-average common shares outstanding	85,697		84,572		85,424		84,349
Weighted-average dilutive effect of stock options and restricted stock units	1,425		—		1,283		—
Diluted weighted-average common shares outstanding	87,122		84,572		86,707		84,349
Net income (loss) per share:
Basic	$	0.17	$	(0.02)	$	0.34	$	(0.31)
Diluted	$	0.17	$	(0.02)	$	0.34	$	(0.31)

For the three months ended October 31, 2023 and 2022, approximately 0.6 million and 2.0 million shares, respectively, attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted net income (loss) per share as their inclusion would have been anti-dilutive.

For the nine months ended October 31, 2023 and 2022, approximately 1.0 million and 2.4 million shares, respectively, attributable to outstanding stock options and restricted stock units were excluded from the calculation of diluted net income (loss) per share as their inclusion would have been anti-dilutive.

Stock-based compensation - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 21,662	$ 18,170	$ 59,939	$ 50,310
Cost of revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	4,673	3,662	13,222	10,667
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	3,506	2,569	9,763	7,136
Technology and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	5,923	4,045	15,098	10,388
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 7,560	$ 7,894	$ 21,856	$ 22,119

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Fair value (Details) $ in Millions	Oct. 31, 2023 USD ($)
Level 2 \| 4.50% Senior Notes due 2029
Defined Benefit Plan Disclosure [Line Items]
Fair value of the notes	$ 514.7

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Pay vs Performance Disclosure
Net income (loss)	$ 14,673	$ (1,641)	$ 29,348	$ (25,934)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Supplemental financial statement information - Schedule of Other Income (Expense), Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Interest income	$ 3,713	$ 443	$ 7,795	$ 584
Acquisition costs	0	0	0	(53)
Other income (expense), net	28	0	530	(357)
Total other income, net	$ 3,741	$ 443	$ 8,325	$ 174

Condensed consolidated statements of stockholders' equity (unaudited) - USD ($) $ in Thousands	Total	Common stock:	Additional paid-in capital:	Accumulated earnings
Beginning balance at Jan. 31, 2022	$ 1,852,575	$ 8	$ 1,676,508	$ 176,059
Stockholders' Equity
Issuance of common stock upon exercise of stock options, and for restricted stock			6,167
Stock-based compensation			50,310
Net income (loss)	(25,934)			(25,934)
Ending balance at Oct. 31, 2022	1,883,118	8	1,732,985	150,125
Beginning balance at Jul. 31, 2022	1,864,896	8	1,713,122	151,766
Stockholders' Equity
Issuance of common stock upon exercise of stock options, and for restricted stock			1,693
Stock-based compensation			18,170
Net income (loss)	(1,641)			(1,641)
Ending balance at Oct. 31, 2022	1,883,118	8	1,732,985	150,125
Beginning balance at Jan. 31, 2023	1,895,640	8	1,745,716	149,916
Stockholders' Equity
Issuance of common stock upon exercise of stock options, and for restricted stock		1	3,040
Stock-based compensation			59,939
Net income (loss)	29,348			29,348
Ending balance at Oct. 31, 2023	1,987,968	9	1,808,695	179,264
Beginning balance at Jul. 31, 2023	1,949,614	9	1,785,014	164,591
Stockholders' Equity
Issuance of common stock upon exercise of stock options, and for restricted stock			2,019
Stock-based compensation			21,662
Net income (loss)	14,673			14,673
Ending balance at Oct. 31, 2023	$ 1,987,968	$ 9	$ 1,808,695	$ 179,264

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 3
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(6))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 323
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Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Condensed consolidated balance sheets - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Current assets
Cash and cash equivalents	$ 334,061	$ 254,266
Accounts receivable, net of allowance for doubtful accounts of $4,876 and $4,989 as of October 31, 2023 and January 31, 2023, respectively	96,181	96,835
Other current assets	44,166	31,792
Total current assets	474,408	382,893
Property and equipment, net	7,660	12,862
Operating lease right-of-use assets	50,329	56,461
Intangible assets, net	860,514	936,359
Goodwill	1,648,145	1,648,145
Other assets	52,446	52,180
Total assets	3,093,502	3,088,900
Current liabilities
Accounts payable	13,419	13,899
Accrued compensation	31,208	45,835
Accrued liabilities	41,840	43,668
Current portion of long-term debt	0	17,500
Operating lease liabilities	9,769	10,159
Total current liabilities	96,236	131,061
Long-term liabilities
Long-term debt, net of issuance costs	874,270	907,838
Operating lease liabilities, non-current	50,580	58,988
Other long-term liabilities	17,711	12,708
Deferred tax liability	66,737	82,665
Total long-term liabilities	1,009,298	1,062,199
Total liabilities	1,105,534	1,193,260
Commitments and contingencies (see Note 5)
Stockholders’ equity
Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively	0	0
Common stock, $0.0001 par value, 900,000 shares authorized, 85,800 and 84,758 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively	9	8
Additional paid-in capital	1,808,695	1,745,716
Accumulated earnings	179,264	149,916
Total stockholders’ equity	1,987,968	1,895,640
Total liabilities and stockholders’ equity	$ 3,093,502	$ 3,088,900

Indebtedness - Narrative (Details) - USD ($)				9 Months Ended
Indebtedness - Narrative (Details) - USD ($)	Jun. 01, 2023	May 31, 2023	Oct. 08, 2021	Oct. 31, 2023	Apr. 30, 2023	Jan. 31, 2023
Term Loan Facility
Debt Instrument [Line Items]
Fair value of the notes					$ 50,000,000
Line of Credit \| Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Commitment fee (as a percent)				0.20%
Line of Credit \| Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Commitment fee (as a percent)				0.40%
4.50% Senior Notes due 2029
Debt Instrument [Line Items]
Stated interest rate (as a percent)				4.50%
4.50% Senior Notes due 2029 \| Senior Notes
Debt Instrument [Line Items]
Stated interest rate (as a percent)			4.50%
Principal amount			$ 600,000,000
Accrued interest				$ 2,300,000		$ 9,000,000
Effective interest rate (as a percent)				4.72%
4.50% Senior Notes due 2029 \| Senior Notes \| October 1, 2024
Debt Instrument [Line Items]
Redemption price (as a percent)			102.25%
4.50% Senior Notes due 2029 \| Senior Notes \| October 1, 2025
Debt Instrument [Line Items]
Redemption price (as a percent)			101.125%
4.50% Senior Notes due 2029 \| Senior Notes \| October 1, 2026 and thereafter
Debt Instrument [Line Items]
Redemption price (as a percent)			100.00%
4.50% Senior Notes due 2029 \| Senior Notes \| Prior to October 1, 2024
Debt Instrument [Line Items]
Redemption price (as a percent)			100.00%
4.50% Senior Notes due 2029 \| Senior Notes \| Prior to October 1, 2024, 40% of Principal
Debt Instrument [Line Items]
Redemption price (as a percent)			104.50%
Percentage of principal amount redeemed (as a percent)			40.00%
Credit Agreement
Debt Instrument [Line Items]
Stated interest rate (as a percent)				6.68%
Effective interest rate (as a percent)				7.44%
Maximum borrowing capacity of future commitments			$ 300,000,000
Maximum leverage ratio			3.85	5.00
Minimum interest coverage ratio				3.00
Credit Agreement \| London Interbank Offered Rate (LIBOR) \| Minimum
Debt Instrument [Line Items]
Variable rate borrowing spread (as a percent)		1.25%
Credit Agreement \| London Interbank Offered Rate (LIBOR) \| Maximum
Debt Instrument [Line Items]
Variable rate borrowing spread (as a percent)		2.25%
Credit Agreement \| Customary Base Rate \| Minimum
Debt Instrument [Line Items]
Variable rate borrowing spread (as a percent)	0.25%	0.25%
Credit Agreement \| Customary Base Rate \| Maximum
Debt Instrument [Line Items]
Variable rate borrowing spread (as a percent)	1.25%	1.25%
Credit Agreement \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Credit spread adjustment on variable rate (as a percent)	0.10%
Credit Agreement \| Secured Overnight Financing Rate (SOFR) \| Minimum
Debt Instrument [Line Items]
Variable rate borrowing spread (as a percent)	1.25%
Credit Agreement \| Secured Overnight Financing Rate (SOFR) \| Maximum
Debt Instrument [Line Items]
Variable rate borrowing spread (as a percent)	2.25%
Credit Agreement \| Secured Debt \| Term Loan Facility
Debt Instrument [Line Items]
Facility term (in years)			5 years
Credit facility, amount			$ 350,000,000
Credit Agreement \| Line of Credit \| Term Loan Facility
Debt Instrument [Line Items]
Debt instrument, prepayment covenant, percentage of proceeds from sales to used to prepay (as a percent)				100.00%
Debt instrument, number of days to reinvest proceeds from sales of assets (in days)				450 days
Debt instrument, number of days to commit to reinvesting proceeds from sales of assets after initial period (in days)				180 days
Credit Agreement \| Line of Credit \| Term Loan Facility \| First year after the Effective Date
Debt Instrument [Line Items]
Debt instrument, amortization of loans, percentage of principal amount (as a percent)				2.50%
Credit Agreement \| Line of Credit \| Term Loan Facility \| Second and third years after the Effective Date
Debt Instrument [Line Items]
Debt instrument, amortization of loans, percentage of principal amount (as a percent)				5.00%
Credit Agreement \| Line of Credit \| Term Loan Facility \| Fourth year after the Effective Date
Debt Instrument [Line Items]
Debt instrument, amortization of loans, percentage of principal amount (as a percent)				7.50%
Credit Agreement \| Line of Credit \| Term Loan Facility \| Fifth year after the Effective Date
Debt Instrument [Line Items]
Debt instrument, amortization of loans, percentage of principal amount (as a percent)				10.00%
Credit Agreement \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Facility term (in years)			5 years
Credit facility, amount			$ 1,000,000,000
Credit Agreement \| Letter of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Credit facility, amount			$ 25,000,000

Supplemental financial statement information

9 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Supplemental financial statement information

Selected condensed consolidated balance sheet and condensed consolidated statement of operations and comprehensive income (loss) components consisted of the following:

Property and equipment

Property and equipment consisted of the following:


(in thousands)	October 31, 2023		January 31, 2023
Leasehold improvements	$	18,214	$	18,269
Furniture and fixtures	8,392		8,392
Computer equipment	26,918		28,021
Property and equipment, gross	53,524		54,682
Accumulated depreciation	(45,864)		(41,820)
Property and equipment, net	$	7,660	$	12,862

Depreciation expense for the three months ended October 31, 2023 and 2022 was $1.8 million and $2.9 million, respectively, and $6.4 million and $9.4 million for the nine months ended October 31, 2023 and 2022, respectively.

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. As of October 31, 2023 and January 31, 2023, the balance of deferred revenue was $5.8 million and $8.3 million, respectively, and is included within accrued liabilities on the Company's condensed consolidated balance sheets. The balances are related to cash received in advance for interchange and custodial revenue arrangements, other up-front fees and other commuter deferred revenue. The Company expects to recognize approximately 67% of its balance of deferred revenue as revenue over the next 12 months and the remainder thereafter. During the three and nine months ended October 31, 2023, approximately $1.1 million and $4.0 million, respectively, of revenue was

recognized that was included in the balance of deferred revenue as of January 31, 2023. The Company expects to satisfy its remaining obligations for these arrangements.

Leases

The components of operating lease costs were as follows:


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
Operating lease expense	$	2,323	$	2,855	$	7,289	$	8,568
Sublease income	(813)		(568)		(1,795)		(1,614)
Net operating lease expense	$	1,510	$	2,287	$	5,494	$	6,954

Accrued liabilities

Accrued inventory of $5.7 million is included within accrued liabilities on the Company's condensed consolidated balance sheet as of October 31, 2023.

Other income, net

Other income, net, consisted of the following:


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
Interest income	$	3,713	$	443	$	7,795	$	584
Acquisition costs	—		—		—		(53)
Other income (expense), net	28		—		530		(357)
Total other income, net	$	3,741	$	443	$	8,325	$	174

Interest expense

Based on the application of Accounting Standards Codification ("ASC") 470-50, Debt - Modifications and Extinguishments, the Company recorded a $1.2 million loss on extinguishment of debt due to the prepayment of $50.0 million under the Company's Term Loan Facility (as defined in Note 6—Indebtedness) in April 2023, which is included within interest expense in the condensed consolidated statement of operations and comprehensive income for the nine months ended October 31, 2023.

Supplemental cash flow information

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


	Nine months ended October 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,174	$	9,387
Operating lease right-of-use assets obtained in exchange for new operating lease obligations	$	2,109	$	1,092

Indebtedness

9 Months Ended

Oct. 31, 2023

Debt Disclosure [Abstract]

Indebtedness

Long-term debt consisted of the following:


(in thousands)	October 31, 2023		January 31, 2023
4.50% Senior Notes due 2029	$	600,000	$	600,000
Term Loan Facility	286,875		341,250
Principal amount	886,875		941,250
Less: unamortized discount and issuance costs (1)	12,605		15,912
Total debt, net	874,270		925,338
Less: current portion of long-term debt	—		17,500
Long-term debt, net	$	874,270	$	907,838

4.50% Senior Notes due 2029

On October 8, 2021, the Company completed its offering of $600 million aggregate principal amount of its 4.50% Senior Notes due 2029 (the “Notes”). The Notes were issued under an indenture (the “Indenture”), dated October 8, 2021, among the Company, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee.

The Notes are guaranteed by each of the Company’s existing, wholly owned domestic subsidiaries that guarantees its obligations under the Credit Agreement (as defined below) and are required to be guaranteed by any of the Company’s future subsidiaries that guarantee its obligations under the Credit Agreement or certain of its other indebtedness. The Notes will mature on October 1, 2029. Interest on the Notes is payable on April 1 and October 1 of each year. Accrued interest on the Notes was $2.3 million and $9.0 million as of October 31, 2023 and January 31, 2023, respectively, and is included within accrued liabilities on the Company's condensed consolidated balance sheets. The effective interest rate on the Notes is 4.72%.

The Notes are unsecured senior obligations of the Company and rank equally in right of payment to all of its existing and future senior unsecured debt and senior in right of payment to all of its future subordinated debt.

The Notes are redeemable at the Company’s option, in whole or in part, at any time on or after October 1, 2024, at a redemption price if redeemed during the 12 months beginning (i) October 1, 2024 of 102.250%, (ii) October 1, 2025 of 101.125%, and (iii) October 1, 2026 and thereafter of 100.000%, in each case of the principal amount of the Notes being redeemed, and together with accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company may also redeem some or all of the Notes before October 1, 2024 at a redemption price equal to 100% of the principal amount of the Notes, plus the applicable “make-whole” premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption. In addition, at any time prior to October 1, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Notes issued under the Indenture on one or more occasions in an aggregate amount equal to the net cash proceeds of one or more equity offerings at a redemption price equal to 104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. Furthermore, the Company may be required to make an offer to purchase the Notes upon the sale of certain assets or upon specific kinds of changes of control.

The Indenture contains covenants that impose significant operational and financial restrictions on the Company; however, these covenants generally align with the covenants contained in the Credit Agreement. See "Credit Agreement" below for a description of these covenants.

Credit Agreement

On October 8, 2021, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, as borrower, each lender from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Agent”) and the Swing Line Lender (as defined in the Credit Agreement), and each L/C Issuer (as defined therein) party thereto, pursuant to which the Company established:

(i)a five-year senior secured term loan A facility (the “Term Loan Facility”), in an aggregate principal amount of $350 million; 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 $1.0 billion (with a $25 million sub-limit for the issuance of letters of credit), the proceeds of which may be used for working capital and

general corporate purposes of the Company and its subsidiaries, including the financing of acquisitions and other investments.

Subject to the terms and conditions set forth in the Credit Agreement (including obtaining additional commitments from one or more new or existing lenders), the Company may in the future incur additional loans or commitments under the Credit Agreement in an aggregate principal amount of up to $300 million, plus an additional amount so long as the Company’s pro forma First Lien Net Leverage Ratio (as defined in the Credit Agreement) would not exceed 3.85 to 1.00 as of the date such loans or commitments are incurred.

Prior to June 1, 2023, borrowings under the Credit Facilities bore interest at an annual rate equal to, at the option of the Company, 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 in either scenario by reference to a leverage-based pricing grid set forth in the Credit Agreement.

On June 1, 2023, the Company entered into an amendment to the Credit Agreement (“Amendment No. 1”) which replaced interest rate provisions based on LIBOR with the forward-looking term rate based on the secured overnight financing rate published by the CME Group Benchmark Administration Limited (“Term SOFR”). As a result, borrowings under the Credit Agreement as so amended by Amendment No. 1 bear interest, as of October 31, 2023, at an annual rate equal to, at the option of the Company, either (i) Term SOFR, plus a 0.10% credit spread adjustment, 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 in either scenario by reference to a leverage-based pricing grid set forth in the Credit Agreement (as amended by Amendment No. 1). As of October 31, 2023, the stated interest rate was 6.68% and the effective interest rate was 7.44%.

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. As of October 31, 2023, no amounts have been drawn under the Revolving Credit Facility.

The loans made under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to the following percentage of the original principal amount of the Term Loan Facility: (i) 2.5% for the first year after October 8, 2021; (ii) 5.0% for each of the second and third years after October 8, 2021; (iii) 7.5% for the fourth year after October 8, 2021; and (iv) 10.0% for the fifth year after October 8, 2021. In addition, the Term Loan Facility is required to be mandatorily prepaid with 100% of the net cash proceeds of all asset sales, insurance and condemnation recoveries, subject to customary exceptions and thresholds, including to the extent such proceeds are reinvested in assets useful in the business of the Company and its subsidiaries within 450 days following receipt (or committed to be reinvested within such 450-day period and reinvested within 180 days after the end of such 450-day period). The loans under the Credit Facilities may be prepaid, and the commitments thereunder may be reduced, by the Company without penalty or premium, subject to the reimbursement of customary “breakage costs.” In April 2023, the Company used $50.0 million of cash to prepay, in direct order of maturity, principal due under its Term Loan Facility.

The Credit Agreement contains significant customary affirmative and negative covenants, including covenants that limit, among other things, the ability of the Company and its subsidiaries 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 and (ii) a minimum consolidated 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 October 31, 2023, and for the period then ended.

The repayment obligation under the Credit Agreement may be accelerated upon the occurrence of an event of default thereunder, including, among other things, failure to pay principal, interest or fees on a timely basis, material inaccuracy of any representation or warranty, failure to comply with covenants, cross-default to other material debt, material judgments, change of control and certain insolvency or bankruptcy-related events, in each case, subject to any certain grace and/or cure periods.

The obligations of the Company under the Credit Agreement are required to be unconditionally guaranteed by each of the Company’s existing or subsequently acquired or organized domestic subsidiaries and are secured by security

interests in substantially all assets of the Company and the guarantors, in each case, subject to certain customary exceptions.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Intangible assets and goodwill - Schedule of Accumulated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 1,427,815	$ 1,399,889
Accumulated amortization	(567,301)	(463,530)
Net carrying amount	860,514	936,359
Software and software development costs
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	257,863	233,194
Accumulated amortization	(186,405)	(152,178)
Net carrying amount	71,458	81,016
Acquired HSA portfolios
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	264,445	261,188
Accumulated amortization	(76,654)	(63,547)
Net carrying amount	187,791	197,641
Acquired customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	759,782	759,782
Accumulated amortization	(192,203)	(153,434)
Net carrying amount	567,579	606,348
Acquired developed technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	132,825	132,825
Accumulated amortization	(99,210)	(81,692)
Net carrying amount	33,615	51,133
Acquired trade names
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	12,900	12,900
Accumulated amortization	(12,829)	(12,679)
Net carrying amount	$ 71	$ 221

Summary of business and significant accounting policies (Policies)	9 Months Ended
	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Principles of consolidation	Principles of consolidation The Company consolidates entities in which the Company has a controlling financial interest, which includes all of its wholly owned direct and indirect subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of presentation	Basis of presentation The accompanying condensed consolidated financial statements as of October 31, 2023 and for the three and nine months ended October 31, 2023 and 2022 are unaudited and have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and the applicable rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. In the opinion of management, the interim data includes all adjustments necessary for a fair presentation of the results for the interim periods. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2023. The fiscal year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.
Recent adopted accounting pronouncements and Recently issued accounting pronouncements not yet adopted	Recently adopted accounting pronouncements None. Recently issued accounting pronouncements not yet adopted None.
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.

Intangible assets and goodwill - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 36,000,000	$ 37,600,000	$ 108,800,000	$ 111,400,000
Change in goodwill			$ 0

Supplemental financial statement information - Schedule of Components of Operating Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating lease expense	$ 2,323	$ 2,855	$ 7,289	$ 8,568
Sublease income	(813)	(568)	(1,795)	(1,614)
Net operating lease expense	$ 1,510	$ 2,287	$ 5,494	$ 6,954

Indebtedness - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Debt Instrument [Line Items]
Principal amount	$ 886,875	$ 941,250
Less: unamortized discount and issuance costs	12,605	15,912
Total debt, net	874,270	925,338
Less: current portion of long-term debt	0	17,500
Long-term debt, net	874,270	907,838
4.50% Senior Notes due 2029
Debt Instrument [Line Items]
Principal amount	$ 600,000	600,000
Stated interest rate (as a percent)	4.50%
Credit Agreement
Debt Instrument [Line Items]
Stated interest rate (as a percent)	6.68%
Term Loan Facility \| Credit Agreement
Debt Instrument [Line Items]
Principal amount	$ 286,875	341,250
Revolving Credit Facility
Debt Instrument [Line Items]
Debt issuance costs, net	$ 2,700	$ 3,400

Condensed consolidated balance sheets (Parenthetical) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 4,876	$ 4,989
Preferred stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in usd per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	900,000,000	900,000,000
Common stock, issued (in shares)	85,800,000	84,758,000
Common stock, outstanding (in shares)	85,800,000	84,758,000

Supplemental financial statement information - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Jan. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 53,524	$ 54,682
Accumulated depreciation	(45,864)	(41,820)
Property and equipment, net	7,660	12,862
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	18,214	18,269
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	8,392	8,392
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 26,918	$ 28,021

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 6,414	$ (4,539)	$ 15,975	$ (12,170)
Effective tax rate (as a percent)	30.40%	73.40%	35.20%	31.90%
Gross unrecognized tax benefits	$ 13,800		$ 13,800		$ 8,700
Unrecognized tax benefits that would impact the effective tax rate	$ 10,300		$ 10,300

- Definition

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

+ References + Details

Intangible assets and goodwill (Tables)

9 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Accumulated Amortization of Intangible Assets

The gross carrying amount and associated accumulated amortization of intangible assets were as follows:


	October 31, 2023
(in thousands)	Gross carrying amount		Accumulated amortization		Net carrying amount
Amortizable intangible assets:
Software and software development costs	$	257,863	$	(186,405)	$	71,458
Acquired HSA portfolios	264,445		(76,654)		187,791
Acquired customer relationships	759,782		(192,203)		567,579
Acquired developed technology	132,825		(99,210)		33,615
Acquired trade names	12,900		(12,829)		71
Total amortizable intangible assets	$	1,427,815	$	(567,301)	$	860,514


	January 31, 2023
(in thousands)	Gross carrying amount		Accumulated amortization		Net carrying amount
Amortizable intangible assets:
Software and software development costs	$	233,194	$	(152,178)	$	81,016
Acquired HSA portfolios	261,188		(63,547)		197,641
Acquired customer relationships	759,782		(153,434)		606,348
Acquired developed technology	132,825		(81,692)		51,133
Acquired trade names	12,900		(12,679)		221
Total amortizable intangible assets	$	1,399,889	$	(463,530)	$	936,359

Supplemental financial statement information - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2023	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022	Jan. 31, 2023
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Depreciation expense		$ 1,800	$ 2,900	$ 6,400	$ 9,400
Remaining performance obligation		5,800		5,800		$ 8,300
Revenue recognition		1,100		4,000
Accrued inventory		$ 5,700		5,700
Loss on extinguishment of debt				$ 1,157	$ 0
Prepayment of debt	$ 50,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, percentage (as a percent)		67.00%		67.00%
Revenue, remaining performance obligation, expected timing of satisfaction, period		12 months		12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-11-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period

Fair value	9 Months Ended
Fair value	Oct. 31, 2023
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. Cash and cash equivalents are considered Level 1 instruments and are valued based on publicly available daily net asset values. The carrying values of cash and cash equivalents approximate fair values due to the short-term nature of these instruments. The Notes are valued based upon quoted market prices and are considered Level 2 instruments because the markets in which the Notes trade are not considered active markets. As of October 31, 2023, the fair value of the Notes was $514.7 million. The Term Loan Facility is considered a Level 2 instrument and recorded at book value in the Company's condensed consolidated financial statements. The Term Loan Facility reprices frequently due to variable interest rate terms and entails no significant changes in credit risk. As a result, the fair value of the Term Loan Facility 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

Supplemental financial statement information (Tables)

9 Months Ended

Oct. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:


(in thousands)	October 31, 2023		January 31, 2023
Leasehold improvements	$	18,214	$	18,269
Furniture and fixtures	8,392		8,392
Computer equipment	26,918		28,021
Property and equipment, gross	53,524		54,682
Accumulated depreciation	(45,864)		(41,820)
Property and equipment, net	$	7,660	$	12,862

Schedule of Components of Operating Lease Cost and Supplemental Cash Flow Information

The components of operating lease costs were as follows:


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
Operating lease expense	$	2,323	$	2,855	$	7,289	$	8,568
Sublease income	(813)		(568)		(1,795)		(1,614)
Net operating lease expense	$	1,510	$	2,287	$	5,494	$	6,954

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


	Nine months ended October 31,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,174	$	9,387
Operating lease right-of-use assets obtained in exchange for new operating lease obligations	$	2,109	$	1,092

Schedule of Other Income, Net

Other income, net, consisted of the following:


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
Interest income	$	3,713	$	443	$	7,795	$	584
Acquisition costs	—		—		—		(53)
Other income (expense), net	28		—		530		(357)
Total other income, net	$	3,741	$	443	$	8,325	$	174

Intangible assets and goodwill

9 Months Ended

Oct. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible assets and goodwill

Intangible assets

The gross carrying amount and associated accumulated amortization of intangible assets were as follows:


	October 31, 2023
(in thousands)	Gross carrying amount		Accumulated amortization		Net carrying amount
Amortizable intangible assets:
Software and software development costs	$	257,863	$	(186,405)	$	71,458
Acquired HSA portfolios	264,445		(76,654)		187,791
Acquired customer relationships	759,782		(192,203)		567,579
Acquired developed technology	132,825		(99,210)		33,615
Acquired trade names	12,900		(12,829)		71
Total amortizable intangible assets	$	1,427,815	$	(567,301)	$	860,514


	January 31, 2023
(in thousands)	Gross carrying amount		Accumulated amortization		Net carrying amount
Amortizable intangible assets:
Software and software development costs	$	233,194	$	(152,178)	$	81,016
Acquired HSA portfolios	261,188		(63,547)		197,641
Acquired customer relationships	759,782		(153,434)		606,348
Acquired developed technology	132,825		(81,692)		51,133
Acquired trade names	12,900		(12,679)		221
Total amortizable intangible assets	$	1,399,889	$	(463,530)	$	936,359

Amortization expense for the three months ended October 31, 2023 and 2022 was $36.0 million and $37.6 million, respectively, and $108.8 million and $111.4 million for the nine months ended October 31, 2023 and 2022, respectively.

Goodwill

There were no changes to the carrying value of goodwill during the nine months ended October 31, 2023.

Stock-based compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 31, 2023	Jan. 31, 2023
Number of options
Outstanding, beginning balance (in shares)	1,021
Exercised (in shares)	(99)
Forfeited (in shares)	(4)
Outstanding, ending balance (in shares)	918	1,021
Vested and expected to vest (in shares)	918
Exercisable (in shares)	918
Range of exercise prices
Beginning balance, minimum (in usd per share)	$ 14.00
Beginning balance, maximum (in usd per share)	82.39
Exercised, minimum (in usd per share)	14.00
Exercised, maximum (in usd per share)	59.63
Forfeited, minimum (in usd per share)	24.36
Forfeited, maximum (in usd per share)	44.53
Ending balance, minimum (in usd per share)	14.00	$ 14.00
Ending balance, maximum (in usd per share)	82.39	82.39
Weighted- average exercise price
Opening balance (in usd per share)	36.06
Exercised (in usd per share)	30.68
Forfeited (in usd per share)	38.41
Ending balance (in usd per share)	36.63	$ 36.06
Vested and expected to vest, weighted average exercise price (in usd per share)	36.63
Exercisable, weighted-average exercise price (in usd per share)	$ 36.63
Outstanding stock options, weighted-average contractual term (in years)	2 years 4 months 24 days	3 years 2 months 12 days
Vested and expected to vest, weighted-average contractual term (in years)	2 years 4 months 24 days
Exercisable, weighted-average contractual term (in years)	2 years 4 months 24 days
Aggregate intrinsic value	$ 32,636	$ 27,293
Vested and expected to vest, aggregate intrinsic value (in usd per share)	32,636
Exercisable, aggregate intrinsic value	$ 32,636

Cover Page - shares	9 Months Ended
Cover Page - shares	Oct. 31, 2023	Nov. 29, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 31, 2023
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		85,801,144
Entity Central Index Key	0001428336
Current Fiscal Year End Date	--01-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

Supplemental financial statement information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 8,174	$ 9,387
Operating lease right-of-use assets obtained in exchange for new operating lease obligations	$ 2,109	$ 1,092

Stock-based compensation - Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units shares in Thousands	9 Months Ended
	Oct. 31, 2023 $ / shares shares
Shares
Outstanding, beginning balance (in shares) \| shares	3,011
Granted (in shares) \| shares	1,890
Vested (in shares) \| shares	(925)
Forfeited (in shares) \| shares	(307)
Outstanding, ending balance (in shares) \| shares	3,669
Weighted-average grant date fair value
Outstanding, beginning balance (in usd per share) \| $ / shares	$ 70.40
Granted (in usd per share) \| $ / shares	64.82
Vested (in usd per share) \| $ / shares	67.34
Forfeited (in usd per share) \| $ / shares	70.03
Outstanding, ending balance (in usd per share) \| $ / shares	$ 68.33

Net income (loss) per share (Tables)

9 Months Ended

Oct. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Income (Loss) Per Share, Basic and Diluted

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


	Three months ended October 31,				Nine months ended October 31,
(in thousands, except per share data)	2023		2022		2023		2022
Numerator (basic and diluted):
Net income (loss)	$	14,673	$	(1,641)	$	29,348	$	(25,934)
Denominator (basic):
Weighted-average common shares outstanding	85,697		84,572		85,424		84,349
Denominator (diluted):
Weighted-average common shares outstanding	85,697		84,572		85,424		84,349
Weighted-average dilutive effect of stock options and restricted stock units	1,425		—		1,283		—
Diluted weighted-average common shares outstanding	87,122		84,572		86,707		84,349
Net income (loss) per share:
Basic	$	0.17	$	(0.02)	$	0.34	$	(0.31)
Diluted	$	0.17	$	(0.02)	$	0.34	$	(0.31)

Stock-based compensation (Tables)

9 Months Ended

Oct. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation

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


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
Cost of revenue	$	4,673	$	3,662	$	13,222	$	10,667
Sales and marketing	3,506		2,569		9,763		7,136
Technology and development	5,923		4,045		15,098		10,388
General and administrative	7,560		7,894		21,856		22,119
Total stock-based compensation expense	$	21,662	$	18,170	$	59,939	$	50,310

Schedule of Stock Option Activity

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, 2023	1,021	$14.00 - 82.39	$	36.06	3.2	$	27,293
Exercised	(99)	$14.00 - 59.63	$	30.68
Forfeited	(4)	$24.36 - 44.53	$	38.41
Outstanding as of October 31, 2023	918	$14.00 - 82.39	$	36.63	2.4	$	32,636
Vested and expected to vest as of October 31, 2023	918		$	36.63	2.4	$	32,636
Exercisable as of October 31, 2023	918		$	36.63	2.4	$	32,636

Schedule of Restricted Stock Unit Activity

A summary of RSU activity is as follows:


	RSUs and PRSUs
(in thousands, except weighted-average grant date fair value)	Shares	Weighted-average grant date fair value
Outstanding as of January 31, 2023	3,011	$	70.40
Granted	1,890	64.82
Vested	(925)	67.34
Forfeited	(307)	70.03
Outstanding as of October 31, 2023	3,669	$	68.33

Condensed consolidated statements of operations and comprehensive income (loss) (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2023	Oct. 31, 2022	Oct. 31, 2023	Oct. 31, 2022
Revenue
Total revenue	$ 249,219	$ 216,086	$ 737,200	$ 627,907
Cost of revenue
Total cost of revenue	90,811	89,228	280,036	272,064
Gross profit	158,408	126,858	457,164	355,843
Operating expenses
Sales and marketing	19,656	17,245	58,714	49,648
Technology and development	55,614	48,890	163,573	140,653
General and administrative	26,379	25,131	78,363	74,795
Amortization of acquired intangible assets	23,213	23,541	69,545	71,420
Merger integration	2,655	6,509	8,157	23,486
Total operating expenses	127,517	121,316	378,352	360,002
Income (loss) from operations	30,891	5,542	78,812	(4,159)
Other expense
Interest expense	(13,545)	(12,165)	(41,814)	(34,119)
Other income, net	3,741	443	8,325	174
Total other expense	(9,804)	(11,722)	(33,489)	(33,945)
Income (loss) before income taxes	21,087	(6,180)	45,323	(38,104)
Income tax provision (benefit)	6,414	(4,539)	15,975	(12,170)
Net income (loss)	14,673	(1,641)	29,348	(25,934)
Comprehensive income (loss)	$ 14,673	$ (1,641)	$ 29,348	$ (25,934)
Net income (loss) per share:
Basic (in usd per share)	$ 0.17	$ (0.02)	$ 0.34	$ (0.31)
Diluted (in usd per share)	$ 0.17	$ (0.02)	$ 0.34	$ (0.31)
Weighted-average number of shares used in computing net income (loss) per share:
Basic (in shares)	85,697	84,572	85,424	84,349
Diluted (in shares)	87,122	84,572	86,707	84,349
Service
Revenue
Total revenue	$ 107,512	$ 108,580	$ 318,343	$ 315,962
Cost of revenue
Total cost of revenue	75,347	76,493	232,445	232,281
Custodial
Revenue
Total revenue	106,575	74,642	299,933	199,606
Cost of revenue
Total cost of revenue	9,177	6,812	27,310	20,543
Interchange
Revenue
Total revenue	35,132	32,864	118,924	112,339
Cost of revenue
Total cost of revenue	$ 6,287	$ 5,923	$ 20,281	$ 19,240