Intangible assets and goodwillBenefitWallet HSA portfolio acquisition
During the fiscal year ended January 31, 2025, the Company acquired the BenefitWallet HSA portfolio from Conduent Business Services, LLC ("Conduent"). The transfer closed in a series of three tranches, as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Transfers to HealthEquity | | Applicable purchase price |
| (in thousands, except HSA Assets) | HSAs | | HSA Assets
(in millions) | | Paid using cash on hand | | Paid using borrowings under the Prior Revolving Credit Facility | | Total purchase price |
| March 7, 2024 | 266 | | $ | 1,071 | | | $ | 163,974 | | | $ | — | | | $ | 163,974 | |
| April 11, 2024 | 134 | | 555 | | | 34,925 | | | 50,000 | | | 84,925 | |
| May 9, 2024 | 216 | | 1,047 | | | 1,101 | | | 175,000 | | | 176,101 | |
| Total | 616 | | $ | 2,673 | | | $ | 200,000 | | | $ | 225,000 | | | $ | 425,000 | |
The acquisition was accounted for as an asset acquisition, and related acquisition costs were capitalized as part of the cost of the asset, which is included within intangible assets, net, on the Company's consolidated balance sheet. The Company capitalized $27.2 million of transaction costs associated with the acquisition during the fiscal year ended January 31, 2025, which includes the reimbursement of $20.0 million of Conduent's transfer-related expenses. In addition, in May 2024, the Company assumed a contract with a depository partner representing approximately 7% of the total HSA Assets added through the acquisition, which provides a custodial yield that is below current market rates and expires in June 2026. The Company recorded deferred revenue of $20.3 million in May 2024 as a result of the assumed contract, which will be recorded as an increase to custodial revenue over the life of the assumed contract.
Intangible assets
The gross carrying amount and associated accumulated amortization of intangible assets were as follows: | | | | | | | | | | | | | | | | | |
| January 31, 2025 |
| (in thousands) | Gross carrying amount | | Accumulated amortization | | Net carrying amount |
| Amortizable intangible assets: | | | | | |
| Software and software development costs | $ | 312,234 | | | $ | (234,102) | | | $ | 78,132 | |
| Acquired HSA portfolios | 737,011 | | | (124,606) | | | 612,405 | |
| Acquired customer relationships | 759,782 | | | (256,820) | | | 502,962 | |
| Acquired developed technology | 132,825 | | | (121,666) | | | 11,159 | |
| Acquired trade names | 12,900 | | | (12,900) | | | — | |
| Total amortizable intangible assets | $ | 1,954,752 | | | $ | (750,094) | | | $ | 1,204,658 | |
| | | | | | | | | | | | | | | | | |
| January 31, 2024 |
| (in thousands) | Gross carrying amount | | Accumulated amortization | | Net carrying amount |
| Amortizable intangible assets: | | | | | |
| Software and software development costs | $ | 267,498 | | | $ | (197,388) | | | $ | 70,110 | |
| Acquired HSA portfolios | 264,445 | | | (81,059) | | | 183,386 | |
| Acquired customer relationships | 759,782 | | | (205,127) | | | 554,655 | |
| Acquired developed technology | 132,825 | | | (105,049) | | | 27,776 | |
| Acquired trade names | 12,900 | | | (12,879) | | | 21 | |
| Total amortizable intangible assets | $ | 1,437,450 | | | $ | (601,502) | | | $ | 835,948 | |
During the fiscal years ended January 31, 2025 and 2024, the Company capitalized $472.6 million and $3.3 million, respectively, to acquire the rights to act as a custodian of HSA portfolios.
Amortization expense for the fiscal years ended January 31, 2025, 2024, and 2023 was $157.8 million, $144.3 million and $148.9 million, respectively. Estimated amortization expense for the fiscal years ending January 31 is as follows: | | | | | |
| Year ending January 31, (in thousands) | |
| 2026 | $ | 146,511 | |
| 2027 | 129,812 | |
| 2028 | 111,644 | |
| 2029 | 98,155 | |
| 2030 | 97,130 | |
| Thereafter | 621,406 | |
| Total | $ | 1,204,658 | |
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. There were no changes to the carrying value of goodwill during the fiscal years ended January 31, 2025 or 2024.
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.