Overview and Basis of Presentation	9 Months Ended
Oct. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview and Basis of Presentation	Overview and Basis of Presentation Description of business Smartsheet Inc. (“Smartsheet ” the “Company,” “we,” “our”) was incorporated in the State of Washington in 2005, and is headquartered in Bellevue, Washington. Smartsheet, the enterprise work management platform, empowers organizations to innovate and achieve results quickly, securely, and at scale through streamlined collaboration and effective workflow management. By uniting people, content, and work, Smartsheet provides powerful capabilities that revolutionize the way teams operate. Smartsheet makes outcomes reliable, keeps customer data safe, and ensures users are on the same page, making it ideal for organizations seeking efficient, impactful collaborative work management. The Company also offers professional services, which primarily consist of consulting and training services. On September 24, 2024, the Company entered into an Agreement and Plan of Merger, (the “Merger Agreement”), with Einstein Parent, Inc., (“Parent), and Einstein Merger Sub, Inc., (“Merger Sub”). Parent and Merger Sub are affiliates of investment funds managed by Blackstone Inc. (“Blackstone”), Vista Equity Partners (“Vista”), and a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”). The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Smartsheet, which we refer to as the Merger, with Smartsheet surviving the Merger and becoming a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Class A common stock, issued and outstanding immediately prior to the effective time (except for certain shares specified in the Merger Agreement) will be automatically converted into the right to receive cash in an amount equal to $56.50, without interest. The Company's Board of Directors (i) determined that it was in the best interests of our Company and our shareholders, and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, with our Company surviving the Merger as a wholly owned Subsidiary of Parent, in accordance with the Washington Business Corporation Act, (iii) resolved to recommend that the shareholders of our company approve the Merger Agreement, and (iv) directed that the Merger Agreement be submitted to the shareholders of our company at the Company Shareholder Meeting for their approval. Either the Company or Parent may terminate the Merger Agreement in certain circumstances, including if (i) the Merger is not completed by April 24, 2025 (the “End Date”), subject to certain limitations, and provided that the End Date will automatically be extended to September 24, 2025 if certain regulatory conditions have not been satisfied as of the close of business on the date that is two business days immediately prior to the then-current End Date, (ii) a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger, subject to certain exceptions, (iii) the Company’s shareholders fail to adopt the Merger Agreement, or (iv) the other party materially breaches its representations, warranties or covenants in the Merger Agreement, subject in certain cases to the right of the breaching party to cure the breach. Parent may terminate the Merger Agreement if, prior to receipt of the approval of the Company’s shareholders, the Board changes or withdraws its recommendation in favor of the Merger. The Company and Parent may also terminate the Merger Agreement by mutual written consent. The Merger is expected to close in the fourth quarter of the Company’s fiscal year ending January 31, 2025, subject to customary closing conditions and approvals. Upon consummation of the Merger, the Company will cease to be a publicly traded company and our Class A common stock will be delisted from the New York Stock Exchange. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of January 31, 2024 was derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the 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 audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2024, filed with the SEC on March 20, 2024. The condensed consolidated financial statements include the results of Smartsheet Inc. and its wholly owned subsidiaries, including those located in the United States, the United Kingdom, Germany, Australia, Japan, and Costa Rica. All intercompany balances and transactions have been eliminated upon consolidation. In the opinion of management, the information contained herein reflects all adjustments necessary for a fair presentation of our condensed consolidated financial statements. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended October 31, 2024 are not necessarily indicative of results to be expected for the full year ending January 31, 2025, or for any other interim period, or for any future year. Use of estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company continuously evaluates its estimates, which are based on historical experience and other current assumptions that its management believes are reasonable under the circumstances. Actual results could differ from those estimates. The Company’s most significant estimates and judgments involve the measurement of fair values of share-based compensation awards; determination of the amortization period for capitalized sales commission costs; and revenue recognition with respect to the allocation of transaction consideration for the Company’s offerings, among others.

Smartsheet Inc. (“Smartsheet ” the “Company,” “we,” “our”) was incorporated in the State of Washington in 2005, and is headquartered in Bellevue, Washington. Smartsheet, the enterprise work management platform, empowers organizations to innovate and achieve results quickly, securely, and at scale through streamlined collaboration and effective workflow management. By uniting people, content, and work, Smartsheet provides powerful capabilities that revolutionize the way teams operate. Smartsheet makes outcomes reliable, keeps customer data safe, and ensures users are on the same page, making it ideal for organizations seeking efficient, impactful collaborative work management. The Company also offers professional services, which primarily consist of consulting and training services.

On September 24, 2024, the Company entered into an Agreement and Plan of Merger, (the “Merger Agreement”), with Einstein Parent, Inc., (“Parent), and Einstein Merger Sub, Inc., (“Merger Sub”). Parent and Merger Sub are affiliates of investment funds managed by Blackstone Inc. (“Blackstone”), Vista Equity Partners (“Vista”), and a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”). The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Smartsheet, which we refer to as the Merger, with Smartsheet surviving the Merger and becoming a wholly owned subsidiary of Parent.

Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Class A common stock, issued and outstanding immediately prior to the effective time (except for certain shares specified in the Merger Agreement) will be automatically converted into the right to receive cash in an amount equal to $56.50, without interest.

The Company's Board of Directors (i) determined that it was in the best interests of our Company and our shareholders, and declared it advisable, to enter into the Merger Agreement, (ii) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, with our Company surviving the Merger as a wholly owned Subsidiary of Parent, in accordance with the Washington Business Corporation Act, (iii) resolved to recommend that the shareholders of our company approve the Merger Agreement, and (iv) directed that the Merger Agreement be submitted to the shareholders of our company at the Company Shareholder Meeting for their approval.

Either the Company or Parent may terminate the Merger Agreement in certain circumstances, including if (i) the Merger is not completed by April 24, 2025 (the “End Date”), subject to certain limitations, and provided that the End Date will automatically be extended to September 24, 2025 if certain regulatory conditions have not been satisfied as of the close of business on the date that is two business days immediately prior to the then-current End Date, (ii) a governmental authority of competent jurisdiction has issued a final non-appealable governmental order prohibiting the Merger, subject to certain exceptions, (iii) the Company’s shareholders fail to adopt the Merger Agreement, or (iv) the other party materially breaches its representations, warranties or covenants in the Merger Agreement, subject in certain cases to the right of the breaching party to cure the breach. Parent may terminate the Merger Agreement if, prior to receipt of the approval of the Company’s shareholders, the Board changes or withdraws its recommendation in favor of the Merger. The Company and Parent may also terminate the Merger Agreement by mutual written consent.

The Merger is expected to close in the fourth quarter of the Company’s fiscal year ending January 31, 2025, subject to customary closing conditions and approvals. Upon consummation of the Merger, the Company will cease to be a publicly traded company and our Class A common stock will be delisted from the New York Stock Exchange.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated balance sheet as of January 31, 2024 was derived from the audited consolidated financial statements as of that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the 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 audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2024, filed with the SEC on March 20, 2024.

The condensed consolidated financial statements include the results of Smartsheet Inc. and its wholly owned subsidiaries, including those located in the United States, the United Kingdom, Germany, Australia, Japan, and Costa Rica. All intercompany balances and transactions have been eliminated upon consolidation.

In the opinion of management, the information contained herein reflects all adjustments necessary for a fair presentation of our condensed consolidated financial statements. All such adjustments are of a normal, recurring nature. The results of operations for the three and nine months ended October 31, 2024 are not necessarily indicative of results to be expected for the full year ending January 31, 2025, or for any other interim period, or for any future year.

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company continuously evaluates its estimates, which are based on historical experience and other current assumptions that its management believes are reasonable under the circumstances. Actual results could differ from those estimates. The Company’s most significant estimates and judgments involve the measurement of fair values of share-based compensation awards; determination of the amortization period for capitalized sales commission costs; and revenue recognition with respect to the allocation of transaction consideration for the Company’s offerings, among others.