Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2022 | Dec. 06, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38960 | |
Entity Registrant Name | Skillsoft Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-4388331 | |
Entity Address, Address Line One | 300 Innovative Way, Suite 201 | |
Entity Address, City or Town | Nashua | |
Entity Address, State or Province | NH | |
Entity Address, Postal Zip Code | 03062 | |
City Area Code | 603 | |
Local Phone Number | 324-3000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 164,445,401 | |
Entity Central Index Key | 0001774675 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | SKIL | |
Security Exchange Name | NYSE | |
Warrants | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Class A common stock | |
Trading Symbol | SKIL.WS | |
Security Exchange Name | NYSE |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 174,708 | $ 138,176 |
Restricted cash | 7,322 | 14,015 |
Accounts receivable, less reserves of approximately $393 and $125 as of October 31, 2022 and January 31, 2022, respectively | 102,440 | 173,876 |
Prepaid expenses and other current assets | 38,027 | 37,082 |
Current assets associated with discontinued operations | 64,074 | |
Total current assets | 322,497 | 427,223 |
Property and equipment, net | 10,657 | 11,475 |
Goodwill | 462,080 | 795,811 |
Intangible assets, net | 769,680 | 793,859 |
Right of use assets | 14,046 | 17,988 |
Fair value of hedge instruments | 5,249 | |
Other assets | 11,192 | 10,780 |
Non-current assets associated with discontinued operations | 164,812 | |
Total assets | 1,595,401 | 2,221,948 |
Current liabilities: | ||
Current maturities of long-term debt | 6,404 | 4,800 |
Borrowings under accounts receivable facility | 41,461 | 74,629 |
Accounts payable | 20,950 | 24,159 |
Accrued compensation | 18,858 | 40,822 |
Accrued expenses and other current liabilities | 31,578 | 47,757 |
Lease liabilities | 4,271 | 6,387 |
Deferred revenue | 197,907 | 259,701 |
Current liabilities associated with discontinued operations | 8,000 | 87,467 |
Total current liabilities | 329,429 | 545,722 |
Long-term debt | 582,870 | 462,185 |
Warrant liabilities | 2,119 | 28,199 |
Deferred tax liabilities | 77,055 | 99,395 |
Long term lease liabilities | 11,976 | 11,750 |
Deferred revenue - non-current | 667 | 1,248 |
Other long-term liabilities | 17,410 | 11,125 |
Long-term liabilities associated with discontinued operations | 2,426 | |
Total long-term liabilities | 692,097 | 616,328 |
Commitments and contingencies | ||
Shareholders' equity : | ||
Shareholders' common stock- Class A common shares, $0.0001 par value: 375,000,000 shares authorized and 164,316,842 shares issued and outstanding at October 31, 2022 and 133,258,027 shares issued and outstanding at January 31, 2022 | 14 | 11 |
Additional paid-in capital | 1,511,940 | 1,306,146 |
Accumulated deficit | (918,714) | (247,229) |
Treasury stock at cost, 645,428 shares at October 31, 2022 | (1,433) | |
Accumulated other comprehensive (loss) income | (17,932) | 970 |
Total shareholders' equity | 573,875 | 1,059,898 |
Total liabilities and shareholders' equity | $ 1,595,401 | $ 2,221,948 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Reserve for accounts receivable | $ 393 | $ 125 |
Common stock par value | $ 0.0001 | |
Common stock, shares, issued | 133,258,027 | |
Common stock shares outstanding | 133,258,027 | |
Treasury stock shares outstanding | 645,428 | |
Class A Common Stock | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock, shares, authorized | 375,000,000 | 375,000,000 |
Common stock, shares, issued | 164,316,842 | |
Common stock shares outstanding | 164,316,842 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Revenues: | |||||
Total revenues | $ 139,390 | $ 140,153 | $ 102,494 | $ 215,620 | $ 414,803 |
Operating expenses: | |||||
Costs of revenues | 36,655 | 39,052 | 22,043 | 61,342 | 109,662 |
Content and software development | 17,252 | 10,462 | 15,012 | 16,679 | 53,276 |
Selling and marketing | 44,680 | 35,046 | 34,401 | 54,739 | 126,089 |
General and administrative | 28,281 | 27,452 | 16,471 | 44,281 | 83,994 |
Amortization of intangible assets | 43,438 | 34,406 | 46,492 | 52,899 | 128,196 |
Impairment of goodwill and intangible assets | 570,887 | 641,362 | |||
Recapitalization and acquisition-related costs | 4,889 | 3,407 | 6,641 | 13,305 | 26,653 |
Restructuring | 2,010 | 775 | (576) | 1,062 | 10,289 |
Total operating expenses | 748,092 | 150,600 | 140,484 | 244,307 | 1,179,521 |
Operating loss | (608,702) | (10,447) | (37,990) | (28,687) | (764,718) |
Other income (expense), net | 1,601 | (661) | (167) | (1,653) | 2,733 |
Fair value adjustment of warrants | 9,128 | (36,838) | 900 | (19,723) | 26,080 |
Fair value adjustment of hedge instruments | 20,314 | 5,249 | |||
Interest income | 69 | 9 | 60 | 18 | 239 |
Interest expense | (14,556) | (6,997) | (16,763) | (16,322) | (37,541) |
Loss before benefit from income taxes | (592,146) | (54,934) | (53,960) | (66,367) | (767,958) |
Benefit from income taxes | (8,832) | (6,168) | (3,521) | (8,165) | (34,234) |
Loss from continuing operations | (583,314) | (48,766) | (50,439) | (58,202) | (733,724) |
Gain on sale of business | 53,756 | 53,756 | |||
Income from discontinued operations, net of tax | 1,215 | 5,911 | 1,175 | 3,494 | 8,483 |
Net loss | $ (528,343) | $ (42,855) | $ (49,264) | $ (54,708) | $ (671,485) |
Gain (loss) per share: | |||||
Basic - continuing operations | $ (3.54) | $ (0.37) | $ (12.61) | $ (0.44) | $ (4.67) |
Basic - discontinued operations | 0.33 | 0.04 | 0.29 | 0.03 | 0.40 |
Basic | (3.21) | (0.32) | (12.32) | (0.41) | (4.27) |
Diluted - continuing operations | (3.54) | (0.37) | (12.61) | (0.44) | (4.67) |
Diluted - discontinued operations | 0.33 | 0.04 | 0.29 | 0.03 | 0.40 |
Diluted | $ (3.21) | $ (0.32) | $ (12.32) | $ (0.41) | $ (4.27) |
Weighted average common share outstanding: | |||||
Basic | 164,368 | 133,116 | 4,000 | 133,116 | 157,137 |
Diluted | 164,368 | 133,116 | 4,000 | 133,116 | 157,137 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Comprehensive loss: | |||||
Net loss | $ (528,343) | $ (42,855) | $ (49,264) | $ (54,708) | $ (671,485) |
Other comprehensive (loss) income - Foreign currency adjustment, net of tax | (17,287) | (772) | (430) | 134 | (21,012) |
Comprehensive loss | $ (545,630) | $ (43,627) | $ (49,694) | $ (54,574) | $ (692,497) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary Shares Skillsoft | Ordinary Shares Codecademy [Member] | Ordinary Shares | Treasury | Additional Paid-In Capital Public Warrants | Additional Paid-In Capital Private Placement Warrants - CEO | Additional Paid-In Capital Skillsoft | Additional Paid-In Capital Codecademy [Member] | Additional Paid-In Capital GK | Additional Paid-In Capital | Accumulated (Deficit) Equity | Accumulated Other Comprehensive (Loss) Income | Public Warrants | Private Placement Warrants - CEO | Skillsoft | Codecademy [Member] | GK | Total |
Balance at Jan. 31, 2021 | $ 40 | $ 674,333 | $ (93,722) | $ (682) | $ 579,969 | |||||||||||||
Balance (in shares) at Jan. 31, 2021 | 4,000,000 | |||||||||||||||||
Translation adjustment | (228) | (228) | ||||||||||||||||
Net loss | (37,405) | (37,405) | ||||||||||||||||
Balance at Apr. 30, 2021 | $ 40 | 674,333 | (131,127) | (910) | 542,336 | |||||||||||||
Balance (in shares) at Apr. 30, 2021 | 4,000,000 | |||||||||||||||||
Balance at Jan. 31, 2021 | $ 40 | 674,333 | (93,722) | (682) | 579,969 | |||||||||||||
Balance (in shares) at Jan. 31, 2021 | 4,000,000 | |||||||||||||||||
Translation adjustment | (430) | |||||||||||||||||
Net loss | (49,264) | |||||||||||||||||
Balance at Jun. 11, 2021 | $ 40 | 674,333 | (142,986) | (1,112) | 530,275 | |||||||||||||
Balance (in shares) at Jun. 11, 2021 | 4,000,000 | |||||||||||||||||
Balance at Apr. 30, 2021 | $ 40 | 674,333 | (131,127) | (910) | 542,336 | |||||||||||||
Balance (in shares) at Apr. 30, 2021 | 4,000,000 | |||||||||||||||||
Translation adjustment | (202) | (202) | ||||||||||||||||
Net loss | (11,859) | (11,859) | ||||||||||||||||
Balance at Jun. 11, 2021 | $ 40 | 674,333 | (142,986) | (1,112) | 530,275 | |||||||||||||
Balance (in shares) at Jun. 11, 2021 | 4,000,000 | |||||||||||||||||
Translation adjustment | 134 | |||||||||||||||||
Net loss | (54,708) | |||||||||||||||||
Balance at Oct. 31, 2021 | $ 11 | 1,301,319 | (255,132) | 134 | 1,046,332 | |||||||||||||
Balance (in shares) at Oct. 31, 2021 | 133,164,526 | |||||||||||||||||
Balance at Jun. 12, 2021 | $ 3 | 305,447 | (200,423) | 105,027 | ||||||||||||||
Balance (in shares) at Jun. 12, 2021 | 51,559,021 | |||||||||||||||||
Issuance of shares, PIPE Investment | $ 5 | 608,161 | 608,166 | |||||||||||||||
Issuance of shares, PIPE Investment (in shares) | 53,000,000 | |||||||||||||||||
Share-based compensation | 4,817 | 4,817 | ||||||||||||||||
Common stock issued in merger or acquisition | $ 3 | $ 306,372 | $ 14,000 | $ 306,375 | $ 14,000 | |||||||||||||
Common stock issued in merger or acquistion (in shares) | 28,500,000 | |||||||||||||||||
Reclassify Warrants to equity | $ 56,120 | $ 2,800 | $ 56,120 | $ 2,800 | ||||||||||||||
Cash payout for fractional shares | (1) | (1) | ||||||||||||||||
Translation adjustment | 906 | 906 | ||||||||||||||||
Net loss | (11,854) | (11,854) | ||||||||||||||||
Balance at Jul. 31, 2021 | $ 11 | 1,297,716 | (212,277) | 906 | 1,086,356 | |||||||||||||
Balance (in shares) at Jul. 31, 2021 | 133,059,021 | |||||||||||||||||
Share-based compensation | 4,217 | 4,217 | ||||||||||||||||
Common stock issued (in shares) | 166,667 | |||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards | (614) | (614) | ||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards (in shares) | (61,162) | |||||||||||||||||
Translation adjustment | (772) | (772) | ||||||||||||||||
Net loss | (42,855) | (42,855) | ||||||||||||||||
Balance at Oct. 31, 2021 | $ 11 | 1,301,319 | (255,132) | 134 | 1,046,332 | |||||||||||||
Balance (in shares) at Oct. 31, 2021 | 133,164,526 | |||||||||||||||||
Balance at Jan. 31, 2022 | $ 11 | 1,306,146 | (247,229) | 970 | 1,059,898 | |||||||||||||
Balance (in shares) at Jan. 31, 2022 | 133,258,027 | |||||||||||||||||
Share-based compensation | 6,898 | 6,898 | ||||||||||||||||
Common stock issued (in shares) | 179,167 | |||||||||||||||||
Common stock issued in merger or acquisition | $ 3 | $ 182,547 | $ 182,550 | |||||||||||||||
Common stock issued in merger or acquistion (in shares) | 30,374,427 | |||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards | (309) | (309) | ||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards (in shares) | (51,316) | |||||||||||||||||
Fair value adjustment for equity awards attributed to Codecademy acquisition | 538 | 538 | ||||||||||||||||
Translation adjustment | (2,248) | (2,248) | ||||||||||||||||
Net loss | (21,643) | (21,643) | ||||||||||||||||
Balance at Apr. 30, 2022 | $ 14 | 1,495,820 | (268,872) | (1,278) | 1,225,684 | |||||||||||||
Balance (in shares) at Apr. 30, 2022 | 163,760,305 | |||||||||||||||||
Balance at Jan. 31, 2022 | $ 11 | 1,306,146 | (247,229) | 970 | 1,059,898 | |||||||||||||
Balance (in shares) at Jan. 31, 2022 | 133,258,027 | |||||||||||||||||
Translation adjustment | (21,012) | |||||||||||||||||
Net loss | (671,485) | |||||||||||||||||
Balance at Oct. 31, 2022 | $ 14 | $ (1,433) | 1,511,940 | (918,714) | (17,932) | 573,875 | ||||||||||||
Balance (in shares) at Oct. 31, 2022 | 164,962,270 | (645,428) | ||||||||||||||||
Balance at Apr. 30, 2022 | $ 14 | 1,495,820 | (268,872) | (1,278) | 1,225,684 | |||||||||||||
Balance (in shares) at Apr. 30, 2022 | 163,760,305 | |||||||||||||||||
Share-based compensation | 10,017 | 10,017 | ||||||||||||||||
Common stock issued (in shares) | 828,831 | |||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards | (1,409) | (1,409) | ||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards (in shares) | (281,136) | |||||||||||||||||
Translation adjustment | (1,477) | (1,477) | ||||||||||||||||
Net loss | (121,499) | (121,499) | ||||||||||||||||
Balance at Jul. 31, 2022 | $ 14 | 1,504,428 | (390,371) | (2,755) | 1,111,316 | |||||||||||||
Balance (in shares) at Jul. 31, 2022 | 164,308,000 | |||||||||||||||||
Share-based compensation | 8,396 | 8,396 | ||||||||||||||||
Common stock issued (in shares) | 1,031,191 | |||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards | (884) | (884) | ||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awards (in shares) | (376,921) | |||||||||||||||||
Repurchase of common stock | $ (1,433) | (1,433) | ||||||||||||||||
Repurchase of common stock, in shares | (645,428) | |||||||||||||||||
Translation adjustment | (17,287) | (17,287) | ||||||||||||||||
Deconsolidation of SumTotal | 2,110 | 2,110 | ||||||||||||||||
Net loss | (528,343) | (528,343) | ||||||||||||||||
Balance at Oct. 31, 2022 | $ 14 | $ (1,433) | $ 1,511,940 | $ (918,714) | $ (17,932) | $ 573,875 | ||||||||||||
Balance (in shares) at Oct. 31, 2022 | 164,962,270 | (645,428) |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 4 Months Ended | 5 Months Ended | 9 Months Ended |
Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (49,264) | $ (54,708) | $ (671,485) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Share-based compensation | 9,034 | 25,311 | |
Depreciation and amortization | 3,572 | 4,309 | 5,323 |
Amortization of intangible assets | 50,902 | 57,087 | 134,541 |
Change in bad debt reserve | (174) | (668) | 275 |
(Benefit from) provision for income taxes - non-cash | (5,886) | (9,937) | (43,115) |
Non-cash interest expense | 487 | 913 | 1,550 |
Fair value adjustment to warrants | (900) | 19,723 | (26,080) |
Right-of-use asset | 748 | 3,473 | 4,302 |
Impairment of goodwill | 641,362 | ||
Unrealized gain on derivative instrument | (5,249) | ||
Gain on sale of business | (53,756) | ||
Changes in current assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | 88,622 | (8,446) | 76,821 |
Prepaid expenses and other current assets | 3,379 | (5,002) | (617) |
Accounts payable | (6,417) | (1,636) | (3,052) |
Accrued expenses, including long-term | (18,592) | 13,962 | (23,378) |
Lease liability | (1,301) | (4,046) | (2,261) |
Deferred revenue | (31,365) | (24,599) | (84,053) |
Net cash (used in) provided by operating activities | 33,811 | (541) | (23,561) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (641) | (4,351) | (4,713) |
Internally developed software - capitalized costs | (2,350) | (2,293) | (8,639) |
Sale of SumTotal, net of cash transferred | 171,995 | ||
Net cash used in investing activities | (2,991) | (568,251) | (40,199) |
Cash flows from financing activities: | |||
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded | (614) | (2,603) | |
Purchase of treasury stock | (1,433) | ||
Proceeds from equity investment (PIPE) | 530,000 | ||
Proceeds from issuance of term loans, net of fees | 464,290 | 157,088 | |
Principal payments on capital lease obligation | (370) | (407) | |
(Payments on) proceeds from accounts receivable facility, net of borrowings | (23,198) | (33,168) | |
(Payments on) proceeds from accounts receivable facility, net of borrowings | 16,577 | ||
Principal payments on term loans | (36,194) | ||
Repayment of First and Second Out loans | (1,300) | (605,591) | |
Net cash provided by financing activities | 14,907 | 364,480 | 83,690 |
Effect of exchange rate changes on cash and cash equivalents | 203 | (820) | (6,823) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 45,930 | (205,132) | 13,107 |
Cash, cash equivalents and restricted cash, beginning of period | 74,443 | 120,373 | 168,923 |
Cash, cash equivalents and restricted cash, end of period | 120,373 | 83,351 | 182,030 |
Supplemental disclosure of cash flow information: | |||
Cash and cash equivalents | 117,299 | 80,671 | 174,708 |
Restricted cash | 3,074 | 2,680 | 7,322 |
Cash, cash equivalents and restricted cash end of period | 120,373 | 83,351 | 182,030 |
Supplemental disclosure of cash flow information and non-cash investing and financing activities: | |||
Cash paid for interest | 16,439 | 5,030 | 33,490 |
Cash paid for income taxes, net of refunds | 1,161 | 1,505 | 3,245 |
Unpaid capital expenditures | 39 | 123 | 24 |
Fair value of shares issued in connection with Codecademy acquisition | 182,550 | ||
Share issued in connection with business combinations | 306,375 | ||
PIPE subscription liability and warrants reclassified to equity | 134,286 | ||
Debt issued in connection with business combinations | 90,000 | ||
Warrants issued in connection with business combinations | 14,000 | ||
Impact of Adoption | |||
Cash flows from financing activities: | |||
Cash, cash equivalents and restricted cash, beginning of period | 288,483 | ||
Cash, cash equivalents and restricted cash, end of period | 288,483 | ||
Supplemental disclosure of cash flow information: | |||
Cash, cash equivalents and restricted cash end of period | $ 288,483 | ||
Codecademy [Member] | |||
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | $ (198,842) | ||
GK | |||
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | (156,926) | ||
Skillsoft | |||
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | (386,035) | ||
Pluma. | |||
Cash flows from investing activities: | |||
Acquisition, net of cash acquired | $ (18,646) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Oct. 31, 2022 | |
Organization and Description of Business | |
Organization and Description of Business | (1) Organization and Description of Business The Company Skillsoft Corp. (“Successor”) On October 12, 2020, Software Luxembourg Holding S.A. (“Software Luxembourg” or “Predecessor (SLH)”) and Churchill Capital Corp II, a Delaware corporation (“Churchill”), entered into an Agreement and Plan of Merger (the “Skillsoft Merger Agreement”). Pursuant to the terms of the Skillsoft Merger Agreement, a business combination between Churchill and Software Luxembourg was effected through the merger of Software Luxembourg with and into Churchill (the “Skillsoft Merger”), with Churchill being the surviving company. At the effective time of the Skillsoft Merger (the “Effective Time”), (a) each Class A share of Software Luxembourg (“SLH Class A Shares”) outstanding immediately prior to the Effective Time, was automatically canceled and Churchill issued as consideration therefor (i) such number of shares of Churchill’s Class A common stock, par value $0.0001 per share (the “Churchill Class A common stock”) as would be transferred pursuant to the Class A First Lien Exchange Ratio (as defined in the Skillsoft Merger Agreement), and (ii) Churchill’s Class C common stock, par value $0.0001 per share (the “Churchill Class C common stock”), as would be transferred pursuant to the Class C Exchange Ratio (as defined in the Skillsoft Merger Agreement), and (b) each Class B share of Software Luxembourg was automatically canceled and Churchill issued as consideration therefor such number of shares of Churchill Class A common stock equal to the Per Class B Share Merger Consideration (as defined in the Skillsoft Merger Agreement). Immediately following the Effective Time, Churchill redeemed all of the shares of Class C common stock issued to the holders of SLH Class A Shares for an aggregate redemption price of (i) $505,000,000 in cash and (ii) indebtedness under the Existing Second Out Credit Agreement (as defined in the Skillsoft Merger Agreement), as amended by the Existing Second Out Credit Agreement Amendment (as defined in the Skillsoft Merger Agreement), in the aggregate principal amount equal to $20,000,000. As part of the closing of the Skillsoft Merger, the Company (as defined below) consummated PIPE investments and issued 53,000,000 shares of its Class A common stock and warrants to purchase 16,666,667 shares of its Class A common Stock for aggregate gross proceeds of $530 million. In connection with the consummation of these investments, the Company reclassified amounts recorded for stock subscriptions and warrants which previously had been accounted for as liabilities of $78.2 million as additional paid in capital. On June 11, 2021 (“acquisition date”), Churchill completed its acquisition of Software Luxembourg, and changed its corporate name from Churchill to Skillsoft Corp. (“Skillsoft”). In addition, the Company changed its fiscal year end from December 31 to January 31. Also on June 11, 2021, the Company completed the acquisition of Albert DE Holdings Inc. (“Global Knowledge” or “GK” and such acquisition, the “Global Knowledge Merger”), a worldwide leader in IT and professional skills development. Software Luxembourg Holding (“Predecessor (SLH)”) Software Luxembourg, a public limited liability company incorporated and organized under the laws of the Grand Duchy of Luxembourg, was established on August 27, 2020 for the purpose of acquiring the ownership interest in Pointwell Limited (“Pointwell”), an Irish private limited company, through a plan of reorganization under Chapter 11 subsequent to August 27, 2020. Successor and Predecessor Periods The Skillsoft Merger was considered a business combination under ASC 805, Business Combinations In the accompanying footnotes references to “the Company” relate to Successor and Predecessor (SLH) for the same periods. Description of Business The Company provides, through its Skillsoft, Global Knowledge, and Codecademy brands, enterprise learning solutions designed to prepare organizations for the future of work, overcome critical skill gaps, drive demonstrable behavior-change, and unlock the potential in their people. Skillsoft offers a comprehensive suite of premium, original, and authorized partner content, featuring one of the broadest and deepest libraries of leadership & business, technology & developer, and compliance curricula. With access to a broad spectrum of learning options (including video, audio, books, bootcamps, live events, practice labs, coaching and instructor led training), organizations can meaningfully increase learner engagement and retention. Skillsoft’s offerings are delivered primarily through Percipio, the Company’s award-winning, AI-driven, immersive learning platform purpose built to make learning easier, more accessible, and more effective. References in the accompanying footnotes to the Company’s fiscal year refer to the fiscal year ended January 31 of that year (e.g. fiscal 2022 is the fiscal year ended January 31, 2022 Basis of Financial Statement Preparation The accompanying condensed consolidated financial statements include the accounts of Skillsoft (Successor) and Software Luxembourg (Predecessor (SLH)) and their wholly owned subsidiaries. These financial statements are unaudited. However, in the opinion of management, the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for their fair statement. Interim results are not necessarily indicative of results expected for any other interim period or a full year. We prepared the accompanying unaudited condensed consolidated financial statements in accordance with the instructions for Form 10-Q and Article 8 of Regulation S-X and, therefore, include all information and footnotes necessary for a complete presentation of operations, comprehensive income (loss), financial position, changes in stockholders’ equity (deficit) and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The financial statements contained in these interim financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022 and the updated financial information and related disclosure to reflect the exclusion of the financial operations for SumTotal for the fiscal year ended January 31, 2022 on Form 8-K filed with SEC on December 5, 2022. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS” Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from our estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2—Summary of Significant Accounting Policies to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022. There have been no changes to these policies during the nine months ended October 31, 2022. Recently Adopted Accounting Guidance On October 28, 2021, the Financial Accounting Standards Boards (“FASB”) issued ASU 2021-08 – Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The adoption of ASU 2021-08 also resulted in the increase of goodwill by $123.5 million attributable to the acquisitions of Software Luxembourg, Global Knowledge and Pluma Inc. during the period ended July 31, 2021, as a result of the revised measurement of deferred revenue for acquisitions. |
Business Combinations
Business Combinations | 9 Months Ended |
Oct. 31, 2022 | |
Business Combinations | |
Business Combinations | (3) Business Combinations (a) Software Luxembourg Holdings S.A. (“Predecessor (SLH)”) On June 11, 2021, Software Luxembourg Holding S.A. merged with and into Churchill Capital Corp II which subsequently changed its name to Skillsoft Corp. The Skillsoft Merger was considered a business combination under ASC 805, Business Combinations Under the acquisition method, the acquisition date fair value of the consideration paid by the Company was allocated to the assets acquired and the liabilities assumed based on their estimated fair values. The following summarizes the purchase consideration (in thousands): Description Amount Class A common stock issued $ 258,000 Class B common stock issued* 48,375 Cash payments 505,000 Second Out Term Loan 20,000 Cash settlement of seller transaction costs 1,308 Total Purchase Price $ 832,683 * The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Preliminary Purchase Final Purchase Description Price Allocation Adjustments (1)(2) Price Allocation Cash, cash equivalents and restricted cash $ 120,273 $ — $ 120,273 Current assets 118,847 706 119,553 Property and equipment 10,825 1,632 12,457 Intangible assets 769,799 (4,701) 765,098 Long term assets 18,629 — 18,629 Total assets acquired 1,038,373 (2,363) 1,036,010 Current liabilities (49,056) (350) (49,406) Debt, including accounts receivable facility (552,977) — (552,977) Deferred revenue (123,300) (113,917) (237,217) Deferred and other tax liabilities (99,699) 15,920 (83,779) Long term liabilities (18,325) 1 (18,324) Total liabilities assumed (843,357) (98,346) (941,703) Net assets acquired 195,016 (100,709) 94,307 Goodwill 637,667 100,709 738,376 Total purchase price $ 832,683 $ — $ 832,683 (1) The increase in deferred revenue (and the corresponding increase to Goodwill by the same amount) is the result of the adoption of ASU 2021-08 in the quarter ended October 31, 2021. (2) All other changes represent measurement period adjustments attributable to the Company’s review of inputs and assumptions utilized in valuation models and additional information being obtained on preacquisition liabilities, since the initial purchase price allocation. The measurement period adjustments did not have a significant impact on the Company’s results of operations in prior periods. The values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands): Description Amount Life Trademark/tradename – Skillsoft $ 84,700 indefinite Trademark/tradename – SumTotal 5,800 9.6 years Courseware 186,600 5 years Proprietary delivery and development software 114,598 2.5-7.6 years Publishing Rights 41,100 5 years Customer relationships 271,400 12.6 years Backlog 60,900 4.6 years Total $ 765,098 Values and useful lives assigned to intangible assets were based on estimated value and use of these assets by a market participant. The customer relationships and backlog were valued using the income approach. The trade names were valued using the relief from royalty method. The content and software were valued using the replacement cost approach. Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company determined that the acquisition of the Predecessor (SLH) resulted in the recognition of goodwill primarily because the acquisition is expected to help the Company to meet its long-term operating profitability objectives through achievement of synergies. The majority of goodwill is not deductible for tax purposes. The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and, in the case of goodwill and indefinite-lived intangible assets, at least annually. The Company incurred $9.8 million in acquisition-related expenses, which primarily consisted of transaction fees and legal, accounting and other professional services that are included in “Recapitalization and acquisition-related costs” in the audited consolidated statement of operations for the year ended January 31, 2022. Approximately $4.3 million was reported in the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH)) and $5.5 million was reported in the period from June 12, 2021 to January 31, 2022 (Successor). (b) Albert DE Holdings, Inc. (“Global Knowledge” or “GK”) On June 11, 2021, GK and its subsidiaries were acquired by Skillsoft, in conjunction with, and just subsequent to, its merger with Churchill Capital Corp II (then becoming the merged Company). The acquisition was accounted for as a business combination under ASC 805, Business Combinations The following summarized the purchase consideration (in thousands): Description Amount Cash consideration $ 170,199 Warrants Issued 14,000 Joinder Term Loans 70,000 Cash settlement of seller transaction costs 4,251 Total Purchase Price $ 258,450 The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Preliminary Purchase Final Purchase Description Price Allocation Adjustments (1)(2) Price Allocation Cash, cash equivalents $ 17,524 $ 157 $ 17,681 Current assets 47,849 (2,378) 45,471 Property and equipment 5,531 1,625 7,156 Intangible assets 185,800 200 186,000 Long term assets 12,401 (3,106) 9,295 Total assets acquired 269,105 (3,502) 265,603 Current liabilities (74,463) 10,952 (63,511) Deferred revenue (23,018) (8,191) (31,209) Deferred and other tax liabilities (16,934) (8,875) (25,809) Long term liabilities (4,248) 2,177 (2,071) Total liabilities assumed (118,663) (3,937) (122,600) Net assets acquired 150,442 (7,439) 143,003 Goodwill 108,008 7,439 115,447 Total Purchase Price $ 258,450 $ — $ 258,450 (1) The increase in deferred revenue (and the corresponding increase to Goodwill by the same amount) is the result of the adoption of ASU 2021-08 in the quarter ended October 31, 2021. (2) All other changes represent measurement period adjustments attributable to the Company’s review of inputs and assumptions utilized in valuation models and additional information being obtained on preacquisition liabilities, since the initial purchase price allocation. The measurement period adjustments did not have a significant impact on the Company’s results of operations in prior periods. The values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands): Description Amount Life Trademark/tradename $ 25,400 17.6 years Courseware 1,500 3 years Proprietary delivery and development software 2,500 0.6 years Vendor relationships 43,900 2.6 years Customer relationships 112,700 10.6 years Total $ 186,000 Values and useful lives assigned to intangible assets were based on estimated value and use of these assets by a market participant. The customer relationships and vendor relationships were valued using the income approach. The trade name was valued using the relief from royalty method. The courseware and proprietary delivery software were valued using the replacement cost approach. Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company determined that the acquisition of GK resulted in the recognition of goodwill. The majority of goodwill is not deductible for tax purposes. The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and otherwise at least annually. The Company incurred $1.0 million in acquisition-related expenses, which primarily consisted of transaction fees and legal, accounting and other professional services that are included in “Recapitalization and acquisition-related costs” in the audited consolidated statement of operations for the year ended January 31, 2022. Approximately $1.0 million was reported in the period from June 12, 2021 to January 31, 2022 (Successor). The Company incurred an additional $1.5 million in GK integration related expenses in the nine months ended October 31, 2022, which is included in “Recapitalization and acquisition-related costs” in the accompanying condensed consolidated statement of operations. (c) Ryzac, Inc. (“Codecademy”) On April 4, 2022, the Company acquired Ryzac, Inc (“Codecademy”). Codecademy is a learning platform providing high-demand technical skills to approximately 40 million registered learners in nearly every country worldwide. The platform offers interactive, self-paced courses and hands-on learning in 14 programming languages across multiple domains such as application development, data science, cloud and cybersecurity. The acquisition was accounted for as a business combination under ASC 805, Business Combinations The following summarizes the purchase consideration (in thousands): Description Amount Cash payments $ 202,119 Class A common stock issued 182,550 Cash settlement of seller transaction costs and other 1,315 Total Purchase Price $ 385,984 The Company preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Preliminary Purchase Updated Purchase Description Price Allocation Adjustments Price Allocation Cash, cash equivalents and restricted cash $ 4,262 (209) $ 4,053 Current assets 3,671 3,671 Property and equipment 385 385 Intangible assets 112,000 112,000 Total assets acquired 120,318 (209) 120,109 Current liabilities (4,290) (4,290) Deferred revenue (18,396) (18,396) Deferred tax liabilities (21,615) 1,019 (20,596) Total liabilities assumed (44,301) 1,019 (43,282) Net assets acquired 76,017 810 76,827 Goodwill 309,967 (810) 309,157 Total purchase price $ 385,984 — $ 385,984 The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands): Description Amount Life Tradename $ 44,000 13.8 years Developed Technology 40,000 5 years Content 18,000 5 years Customer relationships 10,000 5.8 years Total $ 112,000 Values and useful lives assigned to intangible assets were based on estimated value and use of these assets by a market participant. The customer relationships were valued using the income approach. The trade name was valued using the relief from royalty method. The courseware and proprietary delivery software were valued using the replacement cost approach. Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company determined that the acquisition of Codecademy resulted in the recognition of goodwill primarily because the acquisition is expected to help the Company to meet its long-term operating profitability objectives through achievement of synergies. The goodwill is not deductible for tax purposes. The acquired intangible assets and goodwill are subject to review for impairment if indicators of impairment develop and otherwise at least annually. The Company incurred $10.2 million in acquisition-related expenses, which primarily consisted of transaction fees and legal, accounting and other professional services that are included in “Recapitalization and acquisition-related expenses” in the accompanying condensed consolidated statement of operations. Approximately $2.5 million and $7.7 million was reported in the three and nine months ended October 31, 2022 (Successor), respectively. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the results of continuing operations for the Company as though the acquisitions of Skillsoft, Global Knowledge and Codecademy had occurred on February 1, 2021 (in thousands): Unaudited Pro Forma Statement of Operations Three months Three months Nine months Nine months ended ended ended ended October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 Revenue $ 139,390 $ 151,266 $ 422,861 $ 440,600 Net loss from continuing operations (16,134) (57,878) (100,472) (111,805) The unaudited pro forma financial information does not assume any impacts from revenue, cost or other operating synergies that could be generated as a result of the acquisitions. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisitions been consummated on February 1, 2021. Other Acquisitions On June 30, 2021, the Company acquired Pluma, Inc. The acquisition enhances the Company’s leadership development offerings, adds a new modality to its blended learning model, and allows the Company to now offer a premium individualized coaching experience. Cash paid for Pluma in the Successor period was lower than the agreed upon purchase price of Pluma for $22 million due to a contractual holdback and working capital adjustment. The fair value of the net assets acquired included $17.8 million of goodwill and $8.7 million of identified intangible assets, which had a weighted average life of 7.4 years. The goodwill is not deductible for tax purposes. The business is reported as part of the Company’s Skillsoft reportable segment. Pro forma information and acquisition expenses have not been presented because such information is not material to the financial statements. Measurement Period The preliminary purchase price allocation for the Codecademy acquisition described above are based on initial estimates and provisional amounts. In accordance with ASC 805-10-25-13, if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the acquirer shall report in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the acquirer shall adjust the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. For the Codecademy acquisition, which occurred in the three months ended April 30, 2022, the Company is still evaluating and refining inputs and estimates inherent in (i) the valuation of intangible assets, (ii) deferred income taxes, (iii) valuation of tangible assets and (iv) the accuracy and completeness of liabilities. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Oct. 31, 2022 | |
Discontinued Operations | |
Discontinued Operations | (4) Discontinued Operations On June 12, 2022, Skillsoft entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among Skillsoft, Skillsoft (US) Corporation (“Seller”), Amber Holding Inc. (“SumTotal”), and Cornerstone OnDemand, Inc. (“Buyer”), pursuant to which, subject to the certain terms and conditions contained therein, Seller agreed to sell, and Buyer agreed to purchase, all of Seller’s right, title and interest in and to one hundred percent (100%) of the outstanding shares of capital stock of SumTotal. The sale was completed on August 15, 2022. In accordance with ASC 810, the Company recorded a gain on sale upon completion of the transaction. The gain was calculated by measuring the difference between the fair value of consideration received less the carrying amount of the assets and liabilities sold. The Company calculated a gain of $53.8 million which is reported as Gain on sale of business in the Statement of Operations. The gain is preliminary and subject to finalization of post-closing adjustments pursuant to the Purchase Agreement. In connection with the sale, the parties to the Purchase Agreement entered into certain other agreements, including a transition services agreement pursuant to which each of Seller and Buyer agreed to provide the other party with certain transition services for a limited period following the closing. The Company determined that the sale of SumTotal met the criteria to be classified as discontinued operations, and its assets and liabilities held for sale, as of June 12, 2022. Accordingly, the Company classified the assets and liabilities of the discontinued operations as held for sale in our consolidated balance sheets at the lower of carrying amount or fair value less cost to sell. Classification for the assets and liabilities in comparative periods retained their previous classification as current or long-term. No losses were recognized upon classification of the discontinued operations assets and liabilities as held for sale. Depreciation and amortization ceased on assets classified as held for sale. The operating results of SumTotal are reported as discontinued operations, for all periods presented, as the disposition reflects a strategic shift that has, or will have, a major effect on our operations and financial results. The financial results of SumTotal are presented as Income from discontinued operations, net of tax on our condensed consolidated Statement of Operations. The following table presents financial results of SumTotal for all periods presented in our condensed consolidated Statement of Operations (in thousands): Quarter to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Three Months Three Months Ended Ended October 31, 2022 October 31, 2021 Revenues: Total revenues $ 4,178 $ 30,406 Operating expenses: Costs of revenues 1,250 9,839 Content and software development 956 5,975 Selling and marketing 800 4,892 General and administrative 67 668 Amortization of intangible assets — 2,658 Recapitalization and acquisition-related costs 1,056 280 Restructuring (159) 2 Total operating expenses 3,970 24,314 Operating income from discontinued operations 208 6,092 Other income (expense), net 2,223 50 Interest income — 9 Interest expense (101) (513) Income from discontinued operations before income taxes 2,330 5,638 Provision for income taxes 1,115 (273) Net income from discontinued operations $ 1,215 $ 5,911 Year to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Predecessor (SLH) Nine Months From From Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 June 11, 2021 Revenues: Total revenues $ 60,706 $ 45,952 $ 37,142 Operating expenses: Costs of revenues 19,027 15,555 13,838 Content and software development 12,246 9,637 9,072 Selling and marketing 11,507 7,432 7,539 General and administrative 730 913 746 Amortization of intangible assets 6,345 4,188 4,410 Recapitalization and acquisition-related costs 1,609 377 297 Restructuring 42 31 (127) Total operating expenses 51,506 38,133 35,775 Operating income from discontinued operations 9,200 7,819 1,367 Other income (expense), net 2,681 345 (326) Interest income 12 12 4 Interest expense (1,443) (1,044) (57) Income from discontinued operations before income taxes 10,450 7,132 988 Provision for (benefit from) income taxes 1,967 3,638 (187) Net income from discontinued operations $ 8,483 $ 3,494 $ 1,175 The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of SumTotal (in thousands): Successor Successor October 31, 2022 January 31, 2022 Carrying amount of assets included as part of discontinued operations Cash and cash equivalents $ — $ 16,496 Restricted cash — 236 Accounts receivable — 38,587 Prepaid expenses and other current assets — 8,755 Current assets of discontinued operations — 64,074 Property and equipment, net — 6,609 Goodwill — 75,693 Intangible assets, net — 75,628 Right of use assets — 1,937 Other assets — 4,945 Long-term assets of discontinued operations — 164,812 Total assets classified as discontinued operations in the condensed consolidated balance sheet $ — $ 228,886 Carrying amounts of liabilities included as part of discontinued operations: Accounts payable $ — $ 1,502 Accrued compensation — 10,293 Accrued expenses and other current liabilities — 3,260 Lease liabilities — 508 Deferred revenue — 71,904 Current liabilities of discontinued operations — 87,467 Deferred tax liabilities — 516 Long term lease liabilities — 1,605 Other long-term liabilities — 305 Current liabilities of discontinued operations — 2,426 Total liabilities classified as discontinued operations in the condensed consolidated balance sheet $ — $ 89,893 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Oct. 31, 2022 | |
Intangible Assets | |
Intangible Assets | (5) Intangible Assets Intangible assets consisted of the following (in thousands): October 31, 2022 (Successor) January 31, 2022 (Successor) Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Developed software/ courseware $ 370,252 $ 103,111 $ 267,141 $ 303,171 $ 43,956 $ 259,215 Customer contracts/ relationships 327,686 33,149 294,537 332,300 10,436 321,864 Vendor relationships 38,235 29,645 8,590 43,900 21,219 22,681 Trademarks and trade names 45,500 2,753 42,747 1,500 104 1,396 Publishing rights 41,100 11,394 29,706 41,100 5,229 35,871 Backlog 49,700 25,811 23,889 49,700 4,906 44,794 Skillsoft trademark 84,700 — 84,700 84,700 — 84,700 Global Knowledge trademark 22,113 3,743 18,370 25,400 2,062 23,338 Total $ 979,286 $ 209,606 $ 769,680 $ 881,771 $ 87,912 $ 793,859 Amortization expense related to the existing finite-lived intangible assets is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2023 (remaining 3 months) $ 41,907 2024 149,210 2025 129,121 2026 124,947 2027 79,912 Thereafter 159,883 Total $ 684,980 Amortization expense related to intangible assets in the aggregate was $43.4 million and $128.2 million for the three and nine months ended October 31, 2022 (Successor) and $34.4 million, $52.9 million and $46.5 million for the three months ended October 31, 2021, the period from June 12, 2021 through October 31, 2021 (Successor), and February 1, 2021 through June 11, 2021 (Predecessor (SLH)), respectively. Impairment of Goodwill and Intangible Assets Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill in fresh-start accounting results when the reorganization value of the emerging entity exceeds what can be attributed to specific tangible or identified intangible assets. The Company tests goodwill for impairment during the fourth quarter every year in accordance with ASC 350, Intangibles — Goodwill Intangible assets arising from business combinations are generally recorded based upon estimates of the future performance and cash flows from the acquired business. The Company uses an income approach to determine the estimated fair value of certain identifiable intangible assets including customer relationships and trade names and uses a cost approach for other identifiable intangible assets, including developed software/courseware. The income approach determines fair value by estimating the after-tax cash flows attributable to an identified asset over its useful life (Level 3 inputs) and then discounting these after-tax cash flows back to a present value. The cost approach determines fair value by estimating the cost to replace or reproduce an asset at current prices and is reduced for functional and economic obsolescence. Developed technology represents patented and unpatented technology and know-how. Customer contracts and relationships represents established relationships with customers, which provide a ready channel for the sale of additional content and services. Trademarks and tradenames represent acquired product names and marks that the Company intends to continue to utilize. The Company reviews intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator. The Company reviews indefinite-lived intangible assets, including goodwill and certain trademarks, during the fourth quarter of each year for impairment, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist and reassesses their classification as indefinite-lived assets. During the three months ended July 31, 2022, the Company’s Global Knowledge instructor led training (“ILT”) business experienced a significant decline in bookings and GAAP revenue compared to the corresponding period in the prior year. Management believed the poor performance was due to a variety of factors, including (i) reduced corporate spending as customers brace for the potential of a recessionary environment, (ii) difficulty maintaining adequate sales capacity in a challenging labor market for employers and (iii) evolving customer preferences with respect to training and ILT in a post COVID environment. In light of the circumstances and indicators of impairment described above, management first considered whether any impairment was present for the Global Knowledge long-lived assets group, concluding that no such impairments were present after conducting an undiscounted cash flow recoverability test. In accordance with ASC 350, management next considered whether there were any indicators of impairment for Global Knowledge goodwill, concluding that triggering events had occurred, necessitating an interim goodwill impairment test as of July 31, 2022. In comparing the estimated fair value of the Global Knowledge reporting unit to its carrying value, the Company considered the results of both a discounted cash flow (“DCF”) analysis and a market multiples approach. The results of the impairment test performed indicated that the carrying value of the Global Knowledge reporting unit exceeded its estimated fair value. Based on the results of the goodwill impairment testing procedures, the Company recorded a $70.5 million goodwill impairment for the three and six months ended July 31, 2022. The Company believes that its procedures for estimating gross future cash flows for each intangible asset are reasonable and consistent with current market conditions for each of the dates when impairment testing was performed. During the three months ended October 31, 2022, the Company experienced a substantial decline in its stock price resulting in the total market value of its shares of stock outstanding (“market capitalization”) being less than the carrying value of its reporting units. Management considered the impact of current macroeconomic conditions on the Company’s projected operating results and assumptions used in the income approach or discounted cash flow method and market approach models that impact the fair value of the Company’s reporting units. The macroeconomic conditions considered include deterioration in the equity markets evidenced by sustained declines in the Company’s stock price, those of its peers, and major market indices, which reduced the market multiples, along with an increase in the weighted-average cost of capital primarily driven by an increase in interest rates. In addition, the Company lowered its projected operating results primarily due to the foreign exchange impact, underperformance of Global Knowledge business, and macroeconomic uncertainty. After considering all available evidence in the evaluation of goodwill impairment indicators, management determined it appropriate to perform an interim quantitative assessment of the Skillsoft content and Global Knowledge reporting units as of October 31, 2022. In comparing the estimated fair value of the Skillsoft content and Global Knowledge reporting units to the carrying value, management considered the results of both a DCF analysis and a market multiples approach. The results of the impairment test performed indicated that the carrying value of the Skillsoft content and Global Knowledge reporting units exceeded the estimated fair value. Based on the results of the goodwill impairment testing procedures, the Company recorded a $569.3 million goodwill impairment for Skillsoft content segment and additional goodwill impairment for Global Knowledge segment, totalling $570.9 million, during the three months ended October 31, 2022. In light of the circumstances and indicators of impairment described above, management considered whether any impairment was present for the Skillsoft content and Global Knowledge long-lived assets group, concluding that no such impairments were present after conducting an undiscounted cash flow recoverability test. The Company believes that its procedures for estimating gross future cash flows for each intangible asset are reasonable and consistent with current market conditions for each of the dates when impairment testing was performed. A roll forward of goodwill is as follows: Description Skillsoft GK Consolidated Goodwill, net January 31, 2022 (Successor) $ 680,500 $ 115,311 $ 795,811 Foreign currency translation adjustment (102) (730) (832) Acquisition of Codecademy 309,967 — 309,967 Measurement period adjustments — (614) (614) Goodwill, net April 30, 2022 (Successor) $ 990,365 $ 113,967 $ 1,104,332 Foreign currency translation adjustment (36) (422) (458) Impairment of goodwill — (70,475) (70,475) Measurement period adjustments (819) 126 (693) Goodwill, net July 31, 2022 (Successor) $ 989,510 $ 43,196 $ 1,032,706 Foreign currency translation adjustment (46) 99 53 Impairment of goodwill (569,256) (1,631) (570,887) Measurement period adjustments 208 — 208 Goodwill, net October 31, 2022 (Successor) $ 420,416 $ 41,664 $ 462,080 As of October 31, 2022 and January 31, 2022, there were $72.1 million and $0.0 million, respectively, of accumulated impairment losses for the Global Knowledge segment. As of October 31, 2022 and January 31, 2022, there were $569.3 |
Taxes
Taxes | 9 Months Ended |
Oct. 31, 2022 | |
Taxes | |
Taxes | (6) Taxes For the three months and nine months ended October 31, 2022 (Successor), the Company recorded a tax benefit on continuing operations of $8.8 million and $34.2 million, respectively on pretax loss of $592.1 million and $768.0 million, respectively. The tax benefit reflects the impact of non-deductible items, current period changes in the Company’s valuation allowance on its deferred tax assets, changes in uncertain tax positions and the impact of foreign rate differential. For the three months ended October 31, 2021 (Successor) the Company recorded a tax benefit on continuing operations of $6.2 million on pretax loss of $54.9 million. For the successor period from June 12, 2021 through October 31, 2021, the Company recorded a tax benefit on continuing operations of $8.2 million on pretax loss of $66.4 million. The tax benefit reflects the impact of non-deductible items, current period changes in the Company’s valuation allowance on its deferred tax assets and the impact of foreign rate differential. For the predecessor period from February 1, 2021 through June 11, 2021, the Company recorded a tax benefit of $3.5 million on pretax loss of $54.0 million. The tax benefit for these periods reflected the impact of non-deductible items, current period changes in the Company’s valuation allowance on its deferred tax assets and the impact of foreign rate differential. |
Restructuring
Restructuring | 9 Months Ended |
Oct. 31, 2022 | |
Restructuring | |
Restructuring | (7) Restructuring In connection with the Company’s acquisition integration process and workplace flexibility policy, it has continued its initiatives and commitment to reduce its costs and better align operating expenses with existing economic conditions and its operating model. During the three and nine months ended October 31, 2022 (Successor), the Company recorded restructuring charges of $2.0 million and $10.3 million, respectively, for the severance costs and the abandonment of right-of-use assets. In January 2021, the Company committed to a restructuring plan that encompassed a series of measures intended to improve its operating efficiency, competitiveness and business profitability. These included workforce reductions and consolidation of facilities as it is adopting new work arrangements for certain locations. The Company recorded restructuring charges of $0.8 million and $1.1 million during the three months ended October 31, 2021 (Successor) and the period of June 12, 2021 to October 31, 2021 (Successor), respectively, and recoveries of $0.6 million during the period of February 1, 2021 to June 11, 2021 (Predecessor (SLH)), as a result of severance cost estimate changes. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2022 | |
Leases, Commitments and Contingencies | |
Leases, Commitments and Contingencies | (8) Leases, Commitments and Contingencies Leases The Company measured Skillsoft and Global Knowledge’s legacy lease agreements as if the leases were new at the acquisition date and applied the provisions of Topic 842. This resulted in the recognition of right-of-use (ROU) assets and lease liabilities of $14.0 million and $16.2 million, respectively, as of October 31, 2022. All leases are classified as operating leases. The Company’s lease portfolio includes office space, training centers, and vehicles to support its research and development activities, sales operations and other corporate and administrative functions in North America, Europe and Asia. The Company’s leases have remaining terms of one year to eleven years. Some of the Company’s leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the expected lease term. As the Company’s operating leases generally do not provide an implicit rate, the Company uses an estimated incremental borrowing rate in determining the present value of future payments. The Company elected the package of practical expedients permitted under the transition guidance which were applied consistently to all of the Company’s leases that commenced before the acquisition date. The Company also elected the short-term lease recognition exemption for all qualifying leases, where ROU assets and lease liabilities are not recognized for leases with the remaining terms of less than one year. The operating leases are included in the caption “Right of use assets”, “Lease Liabilities”, and “Long-term lease liabilities” on the Company’s condensed consolidated balance sheets as of October 31, 2022. The weighted-average remaining lease term of the Company’s operating leases is 6.0 years as of October 31, 2022. Lease costs for minimum lease payments are recognized on a straight-line basis over the lease term. The lease costs were $1.1 million and related cash payments were $2.3 million for the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH)). The lease costs were $3.7 million and related cash payments were $4.4 million for the period from June 12, 2021 to October 31, 2021 (Successor). The lease costs were $5.0 million and related cash payments were $5.9 million for the nine months ended October 31, 2022 (Successor). Lease costs are included within content and software development, selling and marketing, and general and administrative lines on the condensed consolidated statements of operations, and the operating leases related cash payments were included in the operating cash flows on the condensed consolidated statements of cash flows. Short-term lease costs and variable lease costs are not material. The table below reconciles the undiscounted future minimum lease payments under non-cancellable leases to the total lease liabilities recognized on the condensed consolidated balance sheets as of October 31, 2022 (Successor): Fiscal Year Ended January 31 (in thousands): Operating Leases 2023 (excluding nine months ended October 31, 2022) $ 1,297 2024 4,486 2025 3,061 2026 1,952 2027 2,152 Thereafter 4,774 Total future minimum lease payments 17,722 Less effects of discounting (1,488) Total lease liabilities $ 16,234 Reported as of October 31, 2022 Lease liabilities $ 4,271 Long-term lease liabilities 11,976 Total lease liabilities $ 16,247 Litigation From time to time, the Company is a party to or may be threatened with litigation in the ordinary course of its business. The Company regularly analyzes current information, including, as applicable, the Company’s defense and insurance coverage and, as necessary, provides accruals for probable and estimable liabilities for the eventual disposition of these matters. On March 14, 2022, a putative Company stockholder filed a complaint in the United States District Court for the Eastern District of New York, captioned Newton v. Skillsoft Corp., et al., No. 1:22-cv-01383 (E.D.N.Y.), against the Company and the members of its Board of Directors. On May 29, 2022, this case was dismissed. The complaint generally alleged that the definitive proxy statement filed by the Company with the SEC in connection with the Codecademy acquisition contained misstatements and omissions in violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder by the SEC. The items noted above, and any potential liability, do not currently meet the accounting criteria of probable and estimable. Therefore the Company has not accrued any related liability as of October 31, 2022. Guarantees The Company’s software license arrangements and hosting services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company’s product documentation under normal use and circumstances. The Company’s arrangements also include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property right. The Company has entered into service level agreements with some of its hosted application customers warranting certain levels of uptime reliability and such agreements permit those customers to receive credits against monthly hosting fees or terminate their agreements in the event that the Company fails to meet those levels for an agreed upon period of time. To date, the Company has not incurred any material costs as a result of such indemnifications or commitments and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 31, 2022 | |
Long-Term Debt | |
Long-Term Debt | (9) Long-Term Debt Debt consisted of the following (in thousands): October 31, 2022 January 31, 2022 Term Loan - current portion $ 6,404 $ 4,800 Current maturities of long-term debt $ 6,404 $ 4,800 Term Loan - long-term portion 596,202 474,000 Less: Original Issue Discount - long-term portion (8,640) (6,724) Less: Deferred Financing Costs - long-term portion (4,691) (5,091) Long-term debt $ 582,871 $ 462,185 Term Loan (Successor) On July 16, 2021, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), a subsidiary of Skillsoft Corp., entered into a Credit Agreement (the “Credit Agreement”), by and among Skillsoft Finance II, as borrower, Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a $480 million term loan facility (the “Term Loan Facility”) to Skillsoft Finance II, the proceeds of which, together with cash on hand, were used to refinance existing debt. The Term Loan Facility is scheduled to mature on July 16, 2028. In connection with the closing of the Codecademy acquisition, Skillsoft Finance II entered into Amendment No. 1 to the Credit Agreement, dated as of April 4, 2022 (the “First Amendment”), among Skillsoft Finance II, Holdings, certain subsidiaries of Skillsoft Finance II, as guarantors, Citibank N.A., as administrative agent, and the financial institutions parties thereto as Term B-1 Lenders, which amended the Credit Agreement (as amended by the First Amendment, the “Amended Credit Agreement”). The First Amendment provides for the incurrence of up to $160 million of Term B-1 Loans (the “Term B-1 Loans”) under the Amended Credit Agreement. In addition, the First Amendment, among other things, (a) provides for early opt-in to Secured Overnight Financing Rate (SOFR )for the existing term loans under the Credit Agreement (such existing term loans together with the Term B-1 Loans, the “Initial Term Loans”) and (b) provides for the applicable margin for the Initial Term Loans at 4.25% with respect to base rate borrowings and 5.25% with respect to SOFR borrowings. The Company received $153.2 million of net proceeds (net of $4.0 million of financing costs and $2.8 million of original issuance discounts) from the Term Loan Facility on April 4, 2022. The Company used the net proceeds and cash on hand for the closing of the Codecademy acquisition on April 4, 2022. The refinancing was accounted for as a modification for certain lenders and an extinguishment for other lenders and debt issuance costs and lender fees were accounted for in proportion to whether the related principal balance was considered modified or extinguishments. Accordingly, both newly incurred and deferred financing costs and original issuance discounts of $0.1 million and $2.8 million, respectively, will be amortized as additional interest expense over the term of the Term Loan. Furthermore, $3.9 million of third-party costs incurred were recognized as interest expenses in the accompanying statement of operations for the nine months ended October 31, 2022. Prior to the maturity thereof, the Initial Term Loans will be subject to quarterly amortization payments of 0.25% of the principal amount. The Amended Credit Agreement requires that any prepayment of the Initial Term Loans in connection with a Repricing Transaction (as defined in the Amended Credit Agreement) shall be subject to (i) a 2.00% premium on the amount of Initial Term Loans prepaid if such prepayment occurs prior to July 16, 2022 and (ii) a 1.00% premium on the amount of Initial Term Loans prepaid in connection with a Repricing Transaction if such prepayment occurs on or after July 16, 2022 but on or prior to January 16, 2023. On August 15, 2022, pursuant to the Purchase Agreement entered on June 12, 2022 by and among Skillsoft, Skillsoft (US) Corporation (“Seller”), Amber Holding Inc. (“SumTotal”), and Cornerstone OnDemand, Inc. (“Buyer”), Seller completed the sale of one hundred percent (100%) of the outstanding shares of capital stock of SumTotal to Buyer. As a result of the asset sale, the Company made a mandatory prepayment of $31.4 million to the lenders in August 2022. All obligations under the Amended Credit Agreement, and the guarantees of those obligations (as well as certain cash management obligations and interest rate hedging or other swap agreements), are secured by substantially all of Skillsoft Finance II’s personal property as well as those assets of each subsidiary guarantor. Loan parties are subject to various affirmative and negative covenants and reporting obligations under the Term Loan Facility. These include, among others, limitations on indebtedness, liens, sale and leaseback transactions, investments, fundamental changes, assets sales, restricted payments, affiliate transactions, and restricted debt payments. Events of default under the Term Loan Facility include non-payment of amounts due to the lenders, violation of covenants, materially incorrect representations, defaults under other material indebtedness, judgments and specified insolvency-related events, certain ERISA events, and invalidity of loan or collateral documents, subject to, in certain instances, specified thresholds, cure periods and exceptions. As of October 31, 2022, the Company is in compliance with all covenants. The Company’s debt outstanding as of October 31, 2022 matures as shown below (in thousands): Fiscal year ended January 31: 2023 (exclude nine months ended October 31, 2022) $ 1,601 2024 6,404 2025 6,404 2026 6,404 2027 6,404 Thereafter 575,389 Total payments 602,606 Less: Current portion (6,404) Less: Unamortized original issue discount and issuance costs (13,331) Long-term portion $ 582,871 Accounts Receivable Facility (Predecessor and Successor) On December 20, 2018, the Company entered into a $75.0 million receivables credit agreement, with a termination date of the earliest of 5 years from closing or 45 days before the revolving credit facility maturity or 180 days before the maturity of any term indebtedness greater than $75 million. There are four classes of available receivables for sale with advance rates between 50.0% and 85.0%. The lenders require the Company to deposit receipts from sold receivables to a restricted concentration account. Receivables that have been sold to the lenders must be transferred to the restricted concentration account within two business days of being collected by the Company. The Company accounts for these transactions as borrowings, as the assets being transferred contain the rights to future revenues. Under these agreements, the Company receives the net present value of the accounts receivable balances being transferred. The interest rate on borrowings outstanding under these agreements was 6.11% at October 31, 2022. Borrowings and repayments under these agreements are presented as cash flows from financing activities in the accompanying condensed consolidated statements of cash flows. On September 19, 2019, the Company amended the receivables credit agreement to include Class “B” lending. This increased the facility borrowing capacity to up to $90.0 million. In conjunction with this, it increased the advance rate to 95% across the four classes of available receivables. All other terms and conditions remained materially the same. On August 27, 2020, the Company amended its accounts receivable facility. In connection with the amendment, additional capacity under the previous accounts receivable facility which had been extended by the private equity sponsor of the Company’s prior owner was eliminated, reducing the maximum capacity of the facility from $90 million to $75 million. The maturity date for the remaining $75 million facility was extended to the earlier of (i) December 2024 or (ii) 90 days prior to the maturity of any corporate debt. The Company submits a monthly reconciliation on each month’s settlement date detailing what was collected from the prior months borrowing base and what receivables are being sold during the new borrowing base period to replenish them. If additional receivables are sold to replenish receipts, the funds from the concentration account will be returned to the Company from the restricted concentration account by the administration agent. The reserve balances were $6.3 million at October 31, 2022 and are classified as restricted cash on the balance sheet. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Oct. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | (10) Shareholders’ Equity Skillsoft Corp. (Successor) Capitalization As of October 31, 2022, the Company’s authorized share capital consisted of 375,000,000 shares of Class A common stock, 3,840,000 shares of Class C common stock and 10,000,000 shares of preferred stock, with a par value of $0.0001 each. As of October 31, 2022, 164,316,842 shares of Class A common stock were issued The number of authorized shares of Class A common stock or preferred stock authorized for issuance may be increased by the affirmative vote of the holders of a majority in voting power of the Company’s capital stock entitled to vote thereon. Except as required by law, holders of share of Class C common stock are not entitled to vote any such shares. Subject to applicable law, the Company may declare dividends to be paid ratably to holders of Class A common stock out of the Company’s assets that are legally available to be distributed as dividends in the discretion of the Company’s board of directors. Holders of Class C common stock are generally not entitled to dividends. Warrants In connection with the formation of the Company and subsequent acquisitions of Software Luxembourg and Global Knowledge, warrants to purchase common stock were issued to investors, sellers of Global Knowledge and an executive of the Company. Warrants that are not subject to ASC 718, Stock Compensation and (i) contained features that could cause the warrant to be puttable to the Company for cash or (ii) had terms that prevented the conversion of the warrant from being fixed in all circumstances, are classified as a liability on the Company’s balance sheet and measured at fair value, with changes in fair value being recorded in the income statement, whereas all other warrants meet the equity scope exception and are classified as equity and not remeasured. A summary of liability classified warrants is as follows (in thousands, except per share amounts): Underlying Common Strike Redemption Expiration Fair Value at Type Shares Price Price Date October 31, 2022 Private Placement Warrants – Sponsor 16,300 $ 11.50 None 6/11/26 $ 2,119 A summary of equity classified warrants is as follows (in thousands, except per share amounts): Underlying Common Strike Redemption Expiration Type Shares Price Price Date Public Warrants 23,000 $ 11.50 $ 18.00 6/11/26 Private Placement Warrants (PIPE) 16,667 $ 11.50 $ 18.00 6/11/26 Private Placement Warrants (Global Knowledge) 5,000 $ 11.50 None 10/12/25 Private Placement Warrants (CEO) 1,000 $ 11.50 None 6/11/26 Total 45,667 Software Luxembourg Holding S.A. (Predecessor (SLH)) Reorganization On August 27, 2020 Pointwell (which had been a direct wholly owned subsidiary of Evergreen Skills Lux S.à r.l.), and certain of its subsidiaries, completed a reorganization. As a result of the reorganization, ownership of Pointwell was transferred to the Company’s lenders and no consideration or right to future consideration was provided to the former equity holders of Pointwell. In addition, the shared-based compensation plans of Pointwell were cancelled with no consideration provided. In settlement of Predecessor’s first and second lien debt obligations, the holders of the Predecessor’s first lien received a total of 3,840,000 Class A common shares. The Predecessor’s second lien holders received a total of 160,000 Class B common shares and a total of 705,882 warrants to purchase additional common shares. The Predecessor warrants were valued using a probability-based approach that considered management’s estimate of the probability of (i) a sale of the company that met certain conditions that caused the warrants to be cancelled for no consideration, (ii) a sale of the company that did not meet certain conditions that caused the warrants to be cancelled for no consideration and (iii) warrants being held to maturity, with the last two scenarios utilizing a Black-Scholes model to estimate fair value. The warrants included a provision whereby, in the event of a sale of the Predecessor meeting certain conditions (“Favored Sale”), the warrants would be cancelled for no consideration, however, in such an event, the holders of Class B shares would receive a higher share of any consideration paid in the form of common stock by the acquiring company. The conditions of the Favored Sale were established in anticipation of a Churchill merger and mirror the ultimate agreement executed on October 12, 2020. The Board of Directors and required level of warrant holders amended the warrants such that the deadline for a Favored Sale to occur was extended to October 12, 2020. An amendment to extend the date by which a Favored Sale could occur represented a modification to both the warrants and the participation right held by the Class B holders. Management measured the impact of the modification to both the freestanding warrants and the participation right held by the Class B holders by comparing their fair values immediately before and after the modification. The net impact of the increase in the value of the participation right held by Class B stockholders, of $13.3 million, and the decrease in the value of the warrants, of $7.4 million, is reflected as a decrease of $5.9 million in earnings attributable to Class A common stockholders and an increase to $5.9 million earnings attributable to Class B common stockholders for earnings per share purposes. The $7.4 million decrease in the value of warrants is reflected as a capital contribution and is reflected as an increase to additional-paid-in-capital in the period from August 28, 2020 through October 31, 2020 (Predecessor SLH). As a result of the Skillsoft Merger, the warrants were terminated for no consideration on June 11, 2021. Share Capital As of January 31, 2021 the Predecessor’s authorized share capital consisted of 1,000,000,000 common shares with a par value $0.01 each. This consists of 800,000,000 Class A shares and 200,000,000 Class B shares. As of January 31, 2021, 4,000,000 common shares were issued and outstanding Share Repurchase Authorization On September 7, 2022, the Board of Directors authorized Skillsoft to repurchase up to $30 million of its Class A common stock, which authorization will expire September 7, 2023 unless extended. Under the program, the Company may purchase shares in the open market, in private negotiated transactions, or by other means from time to time. The timing and amount of any shares purchased will be based upon a variety of factors, including the share price of Class A common stock, general market conditions, alternative uses for capital such as reducing debt, the Company’s financial performance, and other considerations. The share repurchase program does not obligate the Company to purchase any minimum number of shares, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company repurchased 645,428 of its shares for $1.4 million during the three months ended October 31, 2022. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Oct. 31, 2022 | |
Stock-based compensation | |
Stock-based compensation | (11) Stock-based compensation Equity Incentive Plans In June 2021, Skillsoft Corp adopted the 2020 Omnibus Incentive Plan (“2020 Plan”) and issued Stock Options, RSUs and PSUs to employees. The 2020 Plan provides for the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Equity-Based Award and Cash-Based Incentive Awards to employees, directors, and consultants of the Company. Under the 2020 Plan, 13,105,902 shares were initially made available for issuance. The 2020 Plan includes an annual increase on January 1 each year beginning on January 1, 2022, in an amount equal to 5.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. The Compensation Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of common stock than 5.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. As of October 31, 2022 a total of 2,187,544 shares of common stock were available for issuance under the 2020 Plan. Stock Options Under the 2020 Plan all employees, directors and consultants are eligible to receive incentive share options or non-statutory share options. The options generally vest over four years and have a term of ten years. Vested options under the plan generally expire not later than 90 days The following table summarizes the stock option activity for the nine months ended October 31, 2022: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Value Shares Price Term (Years) (In thousands) Outstanding, January 31, 2022 2,825,752 $ 10.76 9.4 Granted — — — Exercised — — — Forfeited (173,271) — — Expired — — — Outstanding, October 31, 2022 2,652,481 $ 10.76 8.7 $ — Vested and Exercisable, October 31, 2022 843,811 $ 10.76 $ — The total unrecognized equity-based compensation costs related to the stock options was $5.7 million, which is expected to be recognized over a weighted-average period of 2.7 years. The grant date fair value of the stock options was determined using the Black Scholes model with the following assumptions: As of June 11, 2021 Risk-free interest rates 1.0 % Expected dividend yield — Volatility factor 30 - 31 % Expected lives (years) 6.1 Weighted average fair value of options granted $ 3.36 Restricted Stock Units Restricted stock units (“RSUs”) represent a right to receive one share of the Company’s common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. Restricted stock units vest over a two four-year The following table summarizes the RSU activity for the nine months ended October 31, 2022: Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, January 31, 2022 5,091,852 $ 10.26 Granted 12,008,055 5.26 Vested (2,079,069) 8.65 Forfeited (2,035,018) 6.98 Unvested balance, October 31, 2022 12,985,820 $ 6.40 $ 23,245 The total unrecognized stock-based compensation costs related to RSUs was $76.4 million, which is expected to be recognized over a weighted-average period of 2.9 years. Market-based Restricted Stock Units Market-based restricted stock units (“MBRSUs”) vest over a three-year or four-year performance period, subject to continued employment through each anniversary and achievement of market conditions, specifically the Company's stock price and an objective relative total shareholder return. The fair value of MBRSUs that include vesting based on market conditions are estimated using the Monte Carlo valuation method. Compensation cost for these awards is recognized based on the grant date fair value which is recognized over the vesting period using the accelerated attribution method. The following table summarizes the MBRSU activity for the nine months ended October 31, 2022: Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, January 31, 2022 1,095,978 $ 8.43 Granted 1,882,463 5.57 Vested — — Forfeited or canceled (734,284) 6.42 Unvested balance, October 31, 2022 2,244,157 $ 7.47 $ 4,017 The total unrecognized stock-based compensation costs related to MBRSUs was $10.6 million, which is expected to be recognized over a weighted-average period of 1.3 years. Performance-based Restricted Stock Units The Company issued 49,876 performance-based restricted stock units that have a grant-date fair value of $0.5 million during the period from June 12, 2021 to January 31, 2022. Of the 49,876 performance-based restricted stock units, 12,500 shares were vested and 12,500 shares were canceled on January 31, 2022. The remaining 24,876 shares were vested when the specified corporate goals were achieved in June 2022. The stock-based compensation expenses for the 24,876 shares were recognized in the nine months ended October 31, 2022. Stock-based Compensation Expense The following summarizes the classification of stock-based compensation in the condensed consolidated statements of operations (in thousands): Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 Cost of revenues $ 82 $ — $ 132 $ — $ — Content and software development 1,782 276 6,207 530 — Selling and marketing 1,915 621 4,933 947 — General and administrative 4,617 3,320 15,634 7,557 — Total $ 8,396 $ 4,217 $ 26,906 $ 9,034 $ — The stock-based compensation for the nine months ended October 31, 2022 includes $1.6 million of fair value adjustment for the cash consideration exceeded the fair value of the legacy Codecademy options, which is classified as a post-combination expense. |
Revenue
Revenue | 9 Months Ended |
Oct. 31, 2022 | |
Revenue | |
Revenue | (12) Revenue Disaggregated Revenue and Geography Information The following is a summary of revenues by type for the three and nine months ended October 31, 2022 (Successor) and for the three months ended October 31, 2021 (Successor), the period from June 12, 2021 through October 31, 2021 (Successor) and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)) (in thousands): Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 SaaS subscription services $ 93,127 $ 82,593 $ 272,443 $ 126,833 $ 97,406 Professional services 4,617 4,354 13,429 6,339 5,088 Software licenses and other 224 — 635 — — Instructor led training 41,422 53,206 128,296 82,448 — Total net revenues $ 139,390 $ 140,153 $ 414,803 $ 215,620 $ 102,494 The following table sets forth our revenues by geographic region for the three and nine months ended October 31, 2022 (Successor) and for the three months ended October 31, 2021 (Successor), the period from June 12, 2021 through October 31, 2021 (Successor) and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)) (in thousands): Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 Revenue: United States $ 92,177 $ 85,421 $ 268,096 $ 132,785 $ 77,489 Other Americas 7,099 9,554 23,075 15,076 5,197 Europe, Middle East and Africa 35,230 40,485 109,031 60,563 14,283 Asia-Pacific 4,884 4,693 14,601 7,196 5,525 Total net revenues $ 139,390 $ 140,153 $ 414,803 $ 215,620 $ 102,494 Other than the United States, no single country accounted for more than 10% of revenue for all periods presented. Deferred Revenue Deferred revenue activity for the three and nine months ended October 31, 2022 was as follows (in thousands): Deferred revenue at January 31, 2022 (Successor) $ 260,949 Billings deferred 92,106 Recognition of prior deferred revenue (134,839) Acquisition of Codecademy 18,396 Deferred revenue at April 30, 2022 (Successor) $ 236,612 Billings deferred 119,724 Recognition of prior deferred revenue (140,574) Deferred revenue at July 31, 2022 (Successor) 215,762 Billings deferred 122,202 Recognition of prior deferred revenue (139,390) Deferred revenue at October 31, 2022 (Successor) $ 198,574 Deferred revenue performance obligations relate predominately to time-based SaaS subscription services that are billed in advance of services being rendered. Deferred Contract Acquisition Costs Deferred contract acquisition cost activity for the three and nine months ended October 31, 2022 was as follows (in thousands): Deferred contract acquisition costs at January 31, 2022 (Successor) $ 13,248 Contract acquisition costs 4,265 Recognition of contract acquisition costs (3,733) Deferred contract acquisition costs at April 30, 2022 (Successor) $ 13,780 Contract acquisition costs 3,964 Recognition of contract acquisition costs (3,742) Deferred contract acquisition costs at July 31, 2022 (Successor) 14,002 Contract acquisition costs 5,213 Recognition of contract acquisition costs (6,317) Deferred contract acquisition costs at October 31, 2022 (Successor) $ 12,898 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (13) Fair Value Measurements FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s estimates of assumptions that market participants would use in pricing the asset or liability. The three levels of the fair value hierarchy established by ASC 820 in order of priority are as follows: ● Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. ● Level 3: Unobservable inputs reflect the Company’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of October 31, 2022 and are categorized using the fair value hierarchy (in thousands): Level 2 Level 3 Description Measurements Measurements Total Asset classified interest rate swaps $ 5,249 $ — $ 5,249 Liability classified warrants — 2,119 2,119 Total assets and liabilities recorded at fair value $ 5,249 $ 2,119 $ 7,368 Successor Company Warrants In connection with the formation of the Company and subsequent acquisitions of Software Luxembourg and Global Knowledge, warrants to purchase common stock were issued to investors, sellers of Global Knowledge and an executive of the Company. Warrants that are not subject to ASC 718, Stock Compensation and (i) contained features that could cause the warrant to be puttable to the Company for cash or (ii) had terms that prevented the conversion of the warrant from being fixed in all circumstances, are classified as a liability on the Company’s balance sheet and measured at fair value, with changes in fair value being recorded in the income statement, whereas all other warrants meet the equity scope exception and are classified as equity and not remeasured. A summary of liability classified warrants is as follows (in thousands, except per share amounts): Underlying Common Strike Redemption Expiration Fair Value at Type Shares Price Price Date October 31, 2022 Private Placement Warrants – Sponsor 16,300 $ 11.50 None 6/11/26 $ 2,119 The Company classifies certain Private Placement Warrants as liabilities in accordance with ASC Topic 815. The Company estimates the fair value of the Private Placement Warrants using a Black-Scholes option pricing model. The fair value of the Private Placement Warrants utilized Level 3 inputs as it is based on significant inputs not observable in the market. The fair value of the Private Placement Warrants classified as liabilities were estimated at October 31, 2022 using a Black-Scholes options pricing model and the following assumptions: October 31, 2022 Risk-free interest rates 4.35 % Expected dividend yield — Volatility factor 60.0 % Expected lives (years) 3.6 Value per unit $ 0.13 Predecessor Company (SLH) Warrants At each relevant measurement date, the Predecessor warrants were valued using a probability-based approach that considered management’s estimate of the probability of (i) a sale of the company that met certain conditions that caused the warrants to be cancelled for no consideration, (ii) a sale of the company that did not meet certain conditions that caused the warrants to be cancelled for no consideration and (iii) warrants being held to maturity, with the last two scenarios utilizing a Black-Scholes model to estimate fair value. As a result of the Skillsoft Merger, the Predecessor warrants were terminated for no consideration on June 11, 2021. Total (Level 3) Private Placement Warrants – Sponsor $ 2,119 2,119 Total liabilities recorded at fair value $ 2,119 2,119 The following tables reconcile Level 3 instruments for which significant unobservable inputs were used to determine fair value: For the Three Months Ended October 31, 2022 Balance as of July 31, 2022 (Successor) $ 11,247 Unrealized gains recognized as other income (9,128) Balance as of October 31, 2022 (Successor) $ 2,119 For the Nine Months Ended October 31, 2022 Balance as of January 31, 2022 (Successor) $ 28,199 Unrealized losses recognized as other income (26,080) Balance as of October 31, 2022 (Successor) $ 2,119 Interest Rate Swap On June 17, 2022, the Company entered into two fixed-rate interest rate swap agreements to change the SOFR-based component of the interest rate on a portion of the Company’s variable rate debt to a fixed rate (the “Interest Rate Swaps”). The Interest Rate Swaps have a notional amount of $300.0 million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of cash flows in interest payments on the first $300.0 million of variable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to offset changes in cash flows of the variable rate debt. The Interest Rate Swaps are not designated as a cash flow hedge and changes in the fair value of the interest rate swaps are recorded in earnings each period. For the three and nine months ended October 31, 2022, the Company recognized a gain of $20.3 million and $5.2 million, respectively, attributable to the Interest Rate Swaps. The inputs for determining fair value of the Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. Counterparty to this derivative contract is a highly rated financial institution which we believe carries only a minimal risk of nonperformance. Other Fair Value Instruments The Company currently invests excess cash balances primarily in cash deposits held at major banks. The carrying amounts of cash deposits, trade receivables, trade payables and accrued liabilities, as reported on the condensed consolidated balance sheet as of October 31, 2022, approximate their fair value because of the short maturity of those instruments. The Company considered the fair value of its external borrowings and believes their carrying values approximate fair value at October 31, 2022 based on the recent issuance of additional term loans on April 4, 2022 near par and the fact that the borrowing have variable rates. |
Segment Information
Segment Information | 9 Months Ended |
Oct. 31, 2022 | |
Segment Information | |
Segment Information | (14) Segment Information ASC 280, Segment Reporting On June 12, 2022, Skillsoft entered into a Purchase Agreement with Cornerstone OnDemand, Inc. to sell SumTotal. The Company determined that the transaction met the criteria to be classified as discontinued operations, and its assets and liabilities held for sale. As a result, the financial operations of SumTotal are excluded from the segment disclosure. The sale was completed on August 15, 2022 The Company has organized its business into two segments: Skillsoft content and Global Knowledge. All of the Company’s businesses market and sell their offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs. The CODM primarily uses revenues and operating income as measures used to evaluate financial results and allocation of resources. The Company allocates certain operating expenses to the reportable segments, including general and administrative costs based on the usage and relative contribution provided to the segments. There are no intercompany revenue transactions reported between the Company’s reportable segments. The Skillsoft business engages in the sale, marketing and delivery of its content learning solutions, in areas such as Leadership and Business, Technology and Developer and Compliance. This includes technical skill areas assumed in the Codecademy acquisition. In addition, Skillsoft offers Percipio, an intelligent online learning experience platform that delivers an immersive learning experience. It leverages its highly engaging content, curated into nearly 700 learning paths (channels) that are continuously updated to ensure customers always have access to the latest information. The Global Knowledge business offers training solutions covering information technology and business skills for corporations and their employees. Global Knowledge guides its customers throughout their lifelong technology learning journey by offering relevant and up-to-date skills training through instructor-led (in-person “classroom” or online “virtual”) and self-paced (“on-demand”), vendor certified, and other proprietary offerings. Global Knowledge offers a wide breadth of training topics and delivery modalities (classroom, virtual, on-demand) both on a transactional and subscription basis. The following table presents summary results for each of the businesses for the three months and nine months ended October 31, 2022 (Successor) and the three months ended October 31, 2021 (Successor), the period from June 12, 2021 through October 31, 2021 (Successor) and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), (in thousands): Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 Skillsoft Content Revenues $ 97,968 $ 86,947 $ 286,507 $ 133,160 $ 102,494 Operating expenses 702,867 92,595 967,888 154,047 140,484 Operating income (loss) (604,899) (5,648) (681,381) (20,887) (37,990) Global Knowledge Revenues 41,422 53,206 128,296 82,460 — Operating expenses 45,226 58,005 211,633 90,260 — Operating income (loss) (3,804) (4,799) (83,337) (7,800) — Consolidated Revenues 139,390 140,153 414,803 215,620 102,494 Operating expenses 748,093 150,600 1,179,521 244,307 140,484 Operating income (loss) (608,703) (10,447) (764,718) (28,687) (37,990) Non-operating (expense) income 1,602 (661) 2,733 (1,653) (167) Fair value adjustment of warrants 9,128 (36,838) 26,080 (19,723) 900 Fair value adjustment of hedge instruments 20,314 — 5,249 — — Interest expense, net (14,487) (6,988) (37,302) (16,304) (16,703) Benefits from (provision for) income taxes 8,832 6,168 34,234 8,165 3,521 Net loss from continuing operations (583,314) (48,766) (733,724) (58,202) (50,439) Gain on sale of business 53,756 — 53,756 — — Income from discontinued operations, net of tax 1,215 5,911 8,483 3,494 1,175 Net (loss) income $ (528,343) $ (42,855) $ (671,485) $ (54,708) $ (49,264) The Company’s segment assets primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses, deferred taxes, property and equipment, goodwill and intangible assets. The following table sets forth the Company’s segment assets as of October 31, 2022 and January 31, 2022 (in thousands): October 31, 2022 January 31, 2022 Skillsoft $ 1,371,061 $ 1,648,160 Global Knowledge 224,340 344,902 Total assets classified as discontinued operations — 228,886 Consolidated $ 1,595,401 $ 2,221,948 Skillsoft content segment depreciation for the three months and nine months ended October 31, 2022 (Successor) was $0.8 million and $2.3 million, respectively. Skillsoft content segment depreciation for the three months ended October 31, 2021 (Successor), the period from June 12, 2021 through October 31, 2021 (Successor) and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)) was $0.8 million, $1.4 million, and $1.8 million, respectively. Global Knowledge segment depreciation for the three and nine months ended October 31, 2022 (Successor) was $0.5 million and $1.4 million, respectively. Global Knowledge segment depreciation for the three months ended October 31, 2021 and the period from June 12, 2021 through October 31, 2021 (Successor) was $0.7 million and $1.1 million, respectively. The following table sets forth the Company’s long-lived tangible assets by geographic region as of October 31, 2022 and January 31, 2022 (in thousands): October 31, 2022 January 31, 2022 United States $ 8,750 $ 9,482 Ireland 205 313 Rest of world 1,702 1,680 Total $ 10,657 $ 11,475 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Oct. 31, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | (15) Net Loss Per Share Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options, and shares issuable under the employee stock purchase plan using the treasury stock method. The following tables set forth the computation of basic and diluted earnings per share (in thousands, except number of shares and per share data): Quarter to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Three Months Three Months Ended October 31, Ended October 31, 2022 2021 Net loss from continuing operations $ (583,314) $ (48,766) Net income from discontinued operations 54,971 5,911 Net loss (528,343) (42,855) Weighted average common shares outstanding: Basic and diluted: Class A and B – (Predecessor (SLH)) * * Ordinary - (Successor) 164,368 133,059 Net loss per share: Basic and diluted: Class A and B – (Predecessor (SLH)) - Continuing operations * * Class A and B – (Predecessor (SLH)) - Discontinued operations * * Class A and B – (Predecessor (SLH)) * * Ordinary – (Successor) - Continuing operations (3.54) (0.37) Ordinary – (Successor) - Discontinued operations 0.33 0.04 Ordinary – (Successor) $ (3.21) $ (0.33) Year to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Predecessor (SLH) Nine Months From From Ended October 31, June 12, 2021 to February 1, 2021 to 2022 October 31, 2021 June 11, 2021 Net loss from continuing operations $ (733,724) $ (58,202) $ (50,439) Net income from discontinued operations 62,239 3,494 1,175 Net loss (671,485) (54,708) (49,264) Weighted average common shares outstanding: Basic and diluted: Class A and B – (Predecessor (SLH)) * * 4,000 Ordinary - (Successor) 157,137 133,059 * Net loss per share: Basic and diluted: Class A and B – (Predecessor (SLH)) - Continuing operations * * (12.61) Class A and B – (Predecessor (SLH)) - Discontinued operations * * 0.29 Class A and B – (Predecessor (SLH)) * * $ (12.32) Ordinary – (Successor) - Continuing operations (4.67) (0.44) * Ordinary – (Successor) - Discontinued operations 0.40 0.03 * Ordinary – (Successor) $ (4.27) $ (0.41) * * Not Applicable Warrants to purchase 705,882 common shares have been excluded from the Predecessor (SLH) period since, for periods of losses, the impact would be anti-dilutive and, for periods of income, no shares would be added to diluted earnings per share under the treasury stock method as the strike price of these awards are above the fair market value of underlying shares for all periods presented. During the nine months ended October 31, 2022 (Successor), the period from June 12, 2021 through October 31, 2021 (Successor) and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), the Company incurred net losses and, therefore, the effect of the Company’s potentially dilutive securities was not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share/unit totals with a potentially dilutive impact (in thousands): Successor Successor Predecessor (SLH) Nine Months From From Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 June 11, 2021 Warrants to purchase common shares 61,967 61,967 706 Stock Options 2,652 2,198 — RSUs 15,230 3,465 — Total 79,849 67,630 706 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | (16) Related Party Transactions Predecessor (SLH) Related Party Transactions Upon emergence from Chapter 11 on August 27, 2020, the Company’s exit credit facility consisting of $110 million of First Out Term Loans and $410 million of Second Out Term Loans was financed in whole by the Company’s Class A shareholders. Class A shareholders had the ability to trade their debt positions independently from their equity positions; however, the substantial majority of First Out and Second Out term loans were held by Class A shareholders. In connection with the Company’s refinancing on July 16, 2021, the First and Second Out terms loans were repaid in full. Successor Related Party Transactions Strategic Support Agreement In connection with the closing of the Skillsoft Merger on June 11, 2021, the Company entered into a strategic support agreement with its largest shareholder, pursuant to which the shareholder agreed to provide certain business development and investor relations support to the Company for one year after closing of the transaction. The strategic support agreement terminated on June 11, 2022 and will not be renewed. Agreements with Affiliated Entities Our largest shareholder has a broad portfolio of investments, within and outside of Ed-tech, where it controls or exerts influence over such investments through ownership and in some cases board seats. On December 10, 2021, Skillsoft entered into a distribution and resale agreement with a company that is majority-owned by our largest shareholder and its affiliates. On February 18, 2022, SumTotal (now divested) entered into a reseller agreement with a portfolio company of our largest shareholder that also had a common board member. No consideration was due to either party for the fiscal year ended January 31, 2022 and the nine months ended October 31, 2022. The Company also entered into an agreement for a technical partnership with a portfolio company of our largest shareholder that also had a common board member that includes a collaboration for an interface between Percipio and its products. Neither party is due any consideration under this agreement. Agreements with Largest Shareholder In December 2021, Skillsoft entered into a commercial agreement to provide off-the-shelf Skillsoft products to the Company’s largest shareholder and its affiliates for $0.7 million over three years. Codecademy Transaction Our largest shareholder also owned an interest in Codecademy which we acquired on April 4, 2022, as discussed in Note 3 and elsewhere. Consulting Services In December 2021, Skillsoft engaged The Klein Group, LLC (the “Klein Group”) to act as a consultant to advise the Company in connection with the transaction with Codecademy, to assist management in its evaluation of the business opportunity and structuring and negotiation of a potential transaction. Pursuant to this engagement, Skillsoft paid the Klein Group a transaction fee equal to $2.0 million in connection with the Codecademy acquisition. Michael Klein, a member of our Board, is the Chief Executive Officer of the Klein Group and the Klein Group is closely affiliated with our second largest shareholder. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2022 | |
Subsequent Events | |
Subsequent Events | (17) Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of October 31, 2022 through the date this Quarterly Report on Form 10-Q was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of October 31, 2022, and events which occurred subsequently but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2022 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from our estimates. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance On October 28, 2021, the Financial Accounting Standards Boards (“FASB”) issued ASU 2021-08 – Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The adoption of ASU 2021-08 also resulted in the increase of goodwill by $123.5 million attributable to the acquisitions of Software Luxembourg, Global Knowledge and Pluma Inc. during the period ended July 31, 2021, as a result of the revised measurement of deferred revenue for acquisitions. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Business Acquisition [Line Items] | |
Summary of unaudited pro forma financial information | The following unaudited pro forma financial information summarizes the results of continuing operations for the Company as though the acquisitions of Skillsoft, Global Knowledge and Codecademy had occurred on February 1, 2021 (in thousands): Unaudited Pro Forma Statement of Operations Three months Three months Nine months Nine months ended ended ended ended October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 Revenue $ 139,390 $ 151,266 $ 422,861 $ 440,600 Net loss from continuing operations (16,134) (57,878) (100,472) (111,805) |
SLH | |
Business Acquisition [Line Items] | |
Summary of purchase consideration | The following summarizes the purchase consideration (in thousands): Description Amount Class A common stock issued $ 258,000 Class B common stock issued* 48,375 Cash payments 505,000 Second Out Term Loan 20,000 Cash settlement of seller transaction costs 1,308 Total Purchase Price $ 832,683 * |
Summary of fair value of the purchase price allocation | The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Preliminary Purchase Final Purchase Description Price Allocation Adjustments (1)(2) Price Allocation Cash, cash equivalents and restricted cash $ 120,273 $ — $ 120,273 Current assets 118,847 706 119,553 Property and equipment 10,825 1,632 12,457 Intangible assets 769,799 (4,701) 765,098 Long term assets 18,629 — 18,629 Total assets acquired 1,038,373 (2,363) 1,036,010 Current liabilities (49,056) (350) (49,406) Debt, including accounts receivable facility (552,977) — (552,977) Deferred revenue (123,300) (113,917) (237,217) Deferred and other tax liabilities (99,699) 15,920 (83,779) Long term liabilities (18,325) 1 (18,324) Total liabilities assumed (843,357) (98,346) (941,703) Net assets acquired 195,016 (100,709) 94,307 Goodwill 637,667 100,709 738,376 Total purchase price $ 832,683 $ — $ 832,683 (1) The increase in deferred revenue (and the corresponding increase to Goodwill by the same amount) is the result of the adoption of ASU 2021-08 in the quarter ended October 31, 2021. (2) All other changes represent measurement period adjustments attributable to the Company’s review of inputs and assumptions utilized in valuation models and additional information being obtained on preacquisition liabilities, since the initial purchase price allocation. The measurement period adjustments did not have a significant impact on the Company’s results of operations in prior periods. |
Summary of identifiable intangible assets and estimated useful lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands): Description Amount Life Trademark/tradename – Skillsoft $ 84,700 indefinite Trademark/tradename – SumTotal 5,800 9.6 years Courseware 186,600 5 years Proprietary delivery and development software 114,598 2.5-7.6 years Publishing Rights 41,100 5 years Customer relationships 271,400 12.6 years Backlog 60,900 4.6 years Total $ 765,098 |
GK | |
Business Acquisition [Line Items] | |
Summary of purchase consideration | The following summarized the purchase consideration (in thousands): Description Amount Cash consideration $ 170,199 Warrants Issued 14,000 Joinder Term Loans 70,000 Cash settlement of seller transaction costs 4,251 Total Purchase Price $ 258,450 |
Summary of fair value of the purchase price allocation | The Company recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Preliminary Purchase Final Purchase Description Price Allocation Adjustments (1)(2) Price Allocation Cash, cash equivalents $ 17,524 $ 157 $ 17,681 Current assets 47,849 (2,378) 45,471 Property and equipment 5,531 1,625 7,156 Intangible assets 185,800 200 186,000 Long term assets 12,401 (3,106) 9,295 Total assets acquired 269,105 (3,502) 265,603 Current liabilities (74,463) 10,952 (63,511) Deferred revenue (23,018) (8,191) (31,209) Deferred and other tax liabilities (16,934) (8,875) (25,809) Long term liabilities (4,248) 2,177 (2,071) Total liabilities assumed (118,663) (3,937) (122,600) Net assets acquired 150,442 (7,439) 143,003 Goodwill 108,008 7,439 115,447 Total Purchase Price $ 258,450 $ — $ 258,450 (1) The increase in deferred revenue (and the corresponding increase to Goodwill by the same amount) is the result of the adoption of ASU 2021-08 in the quarter ended October 31, 2021. (2) All other changes represent measurement period adjustments attributable to the Company’s review of inputs and assumptions utilized in valuation models and additional information being obtained on preacquisition liabilities, since the initial purchase price allocation. The measurement period adjustments did not have a significant impact on the Company’s results of operations in prior periods. |
Summary of identifiable intangible assets and estimated useful lives | The values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands): Description Amount Life Trademark/tradename $ 25,400 17.6 years Courseware 1,500 3 years Proprietary delivery and development software 2,500 0.6 years Vendor relationships 43,900 2.6 years Customer relationships 112,700 10.6 years Total $ 186,000 |
Codecademy [Member] | |
Business Acquisition [Line Items] | |
Summary of purchase consideration | The following summarizes the purchase consideration (in thousands): Description Amount Cash payments $ 202,119 Class A common stock issued 182,550 Cash settlement of seller transaction costs and other 1,315 Total Purchase Price $ 385,984 |
Summary of fair value of the purchase price allocation | The Company preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Preliminary Purchase Updated Purchase Description Price Allocation Adjustments Price Allocation Cash, cash equivalents and restricted cash $ 4,262 (209) $ 4,053 Current assets 3,671 3,671 Property and equipment 385 385 Intangible assets 112,000 112,000 Total assets acquired 120,318 (209) 120,109 Current liabilities (4,290) (4,290) Deferred revenue (18,396) (18,396) Deferred tax liabilities (21,615) 1,019 (20,596) Total liabilities assumed (44,301) 1,019 (43,282) Net assets acquired 76,017 810 76,827 Goodwill 309,967 (810) 309,157 Total purchase price $ 385,984 — $ 385,984 |
Summary of identifiable intangible assets and estimated useful lives | The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows (in thousands): Description Amount Life Tradename $ 44,000 13.8 years Developed Technology 40,000 5 years Content 18,000 5 years Customer relationships 10,000 5.8 years Total $ 112,000 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Discontinued Operations | |
Summary of financial results and balance sheet of discontinued operations | The financial results of SumTotal are presented as Income from discontinued operations, net of tax on our condensed consolidated Statement of Operations. The following table presents financial results of SumTotal for all periods presented in our condensed consolidated Statement of Operations (in thousands): Quarter to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Three Months Three Months Ended Ended October 31, 2022 October 31, 2021 Revenues: Total revenues $ 4,178 $ 30,406 Operating expenses: Costs of revenues 1,250 9,839 Content and software development 956 5,975 Selling and marketing 800 4,892 General and administrative 67 668 Amortization of intangible assets — 2,658 Recapitalization and acquisition-related costs 1,056 280 Restructuring (159) 2 Total operating expenses 3,970 24,314 Operating income from discontinued operations 208 6,092 Other income (expense), net 2,223 50 Interest income — 9 Interest expense (101) (513) Income from discontinued operations before income taxes 2,330 5,638 Provision for income taxes 1,115 (273) Net income from discontinued operations $ 1,215 $ 5,911 Year to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Predecessor (SLH) Nine Months From From Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 June 11, 2021 Revenues: Total revenues $ 60,706 $ 45,952 $ 37,142 Operating expenses: Costs of revenues 19,027 15,555 13,838 Content and software development 12,246 9,637 9,072 Selling and marketing 11,507 7,432 7,539 General and administrative 730 913 746 Amortization of intangible assets 6,345 4,188 4,410 Recapitalization and acquisition-related costs 1,609 377 297 Restructuring 42 31 (127) Total operating expenses 51,506 38,133 35,775 Operating income from discontinued operations 9,200 7,819 1,367 Other income (expense), net 2,681 345 (326) Interest income 12 12 4 Interest expense (1,443) (1,044) (57) Income from discontinued operations before income taxes 10,450 7,132 988 Provision for (benefit from) income taxes 1,967 3,638 (187) Net income from discontinued operations $ 8,483 $ 3,494 $ 1,175 The following table presents the aggregate carrying amounts of the classes of assets and liabilities of discontinued operations of SumTotal (in thousands): Successor Successor October 31, 2022 January 31, 2022 Carrying amount of assets included as part of discontinued operations Cash and cash equivalents $ — $ 16,496 Restricted cash — 236 Accounts receivable — 38,587 Prepaid expenses and other current assets — 8,755 Current assets of discontinued operations — 64,074 Property and equipment, net — 6,609 Goodwill — 75,693 Intangible assets, net — 75,628 Right of use assets — 1,937 Other assets — 4,945 Long-term assets of discontinued operations — 164,812 Total assets classified as discontinued operations in the condensed consolidated balance sheet $ — $ 228,886 Carrying amounts of liabilities included as part of discontinued operations: Accounts payable $ — $ 1,502 Accrued compensation — 10,293 Accrued expenses and other current liabilities — 3,260 Lease liabilities — 508 Deferred revenue — 71,904 Current liabilities of discontinued operations — 87,467 Deferred tax liabilities — 516 Long term lease liabilities — 1,605 Other long-term liabilities — 305 Current liabilities of discontinued operations — 2,426 Total liabilities classified as discontinued operations in the condensed consolidated balance sheet $ — $ 89,893 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Intangible Assets | |
Schedule of intangible assets | Intangible assets consisted of the following (in thousands): October 31, 2022 (Successor) January 31, 2022 (Successor) Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Developed software/ courseware $ 370,252 $ 103,111 $ 267,141 $ 303,171 $ 43,956 $ 259,215 Customer contracts/ relationships 327,686 33,149 294,537 332,300 10,436 321,864 Vendor relationships 38,235 29,645 8,590 43,900 21,219 22,681 Trademarks and trade names 45,500 2,753 42,747 1,500 104 1,396 Publishing rights 41,100 11,394 29,706 41,100 5,229 35,871 Backlog 49,700 25,811 23,889 49,700 4,906 44,794 Skillsoft trademark 84,700 — 84,700 84,700 — 84,700 Global Knowledge trademark 22,113 3,743 18,370 25,400 2,062 23,338 Total $ 979,286 $ 209,606 $ 769,680 $ 881,771 $ 87,912 $ 793,859 |
Schedule of amortization expense related to the existing finite-lived intangible assets | Amortization expense related to the existing finite-lived intangible assets is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2023 (remaining 3 months) $ 41,907 2024 149,210 2025 129,121 2026 124,947 2027 79,912 Thereafter 159,883 Total $ 684,980 |
Schedule of goodwill | A roll forward of goodwill is as follows: Description Skillsoft GK Consolidated Goodwill, net January 31, 2022 (Successor) $ 680,500 $ 115,311 $ 795,811 Foreign currency translation adjustment (102) (730) (832) Acquisition of Codecademy 309,967 — 309,967 Measurement period adjustments — (614) (614) Goodwill, net April 30, 2022 (Successor) $ 990,365 $ 113,967 $ 1,104,332 Foreign currency translation adjustment (36) (422) (458) Impairment of goodwill — (70,475) (70,475) Measurement period adjustments (819) 126 (693) Goodwill, net July 31, 2022 (Successor) $ 989,510 $ 43,196 $ 1,032,706 Foreign currency translation adjustment (46) 99 53 Impairment of goodwill (569,256) (1,631) (570,887) Measurement period adjustments 208 — 208 Goodwill, net October 31, 2022 (Successor) $ 420,416 $ 41,664 $ 462,080 |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Leases, Commitments and Contingencies | |
Schedule of undiscounted future minimum lease payments under non-cancellable leases | Fiscal Year Ended January 31 (in thousands): Operating Leases 2023 (excluding nine months ended October 31, 2022) $ 1,297 2024 4,486 2025 3,061 2026 1,952 2027 2,152 Thereafter 4,774 Total future minimum lease payments 17,722 Less effects of discounting (1,488) Total lease liabilities $ 16,234 Reported as of October 31, 2022 Lease liabilities $ 4,271 Long-term lease liabilities 11,976 Total lease liabilities $ 16,247 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Long-Term Debt | |
Schedule of debt | Debt consisted of the following (in thousands): October 31, 2022 January 31, 2022 Term Loan - current portion $ 6,404 $ 4,800 Current maturities of long-term debt $ 6,404 $ 4,800 Term Loan - long-term portion 596,202 474,000 Less: Original Issue Discount - long-term portion (8,640) (6,724) Less: Deferred Financing Costs - long-term portion (4,691) (5,091) Long-term debt $ 582,871 $ 462,185 |
Schedule of maturities of long term debt | The Company’s debt outstanding as of October 31, 2022 matures as shown below (in thousands): Fiscal year ended January 31: 2023 (exclude nine months ended October 31, 2022) $ 1,601 2024 6,404 2025 6,404 2026 6,404 2027 6,404 Thereafter 575,389 Total payments 602,606 Less: Current portion (6,404) Less: Unamortized original issue discount and issuance costs (13,331) Long-term portion $ 582,871 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Warrants. | |
Schedule of summary of liability classified warrants | A summary of liability classified warrants is as follows (in thousands, except per share amounts): Underlying Common Strike Redemption Expiration Fair Value at Type Shares Price Price Date October 31, 2022 Private Placement Warrants – Sponsor 16,300 $ 11.50 None 6/11/26 $ 2,119 |
Schedule of summary of equity classified warrants | A summary of equity classified warrants is as follows (in thousands, except per share amounts): Underlying Common Strike Redemption Expiration Type Shares Price Price Date Public Warrants 23,000 $ 11.50 $ 18.00 6/11/26 Private Placement Warrants (PIPE) 16,667 $ 11.50 $ 18.00 6/11/26 Private Placement Warrants (Global Knowledge) 5,000 $ 11.50 None 10/12/25 Private Placement Warrants (CEO) 1,000 $ 11.50 None 6/11/26 Total 45,667 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Stock-based compensation | |
Summary of stock option activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Value Shares Price Term (Years) (In thousands) Outstanding, January 31, 2022 2,825,752 $ 10.76 9.4 Granted — — — Exercised — — — Forfeited (173,271) — — Expired — — — Outstanding, October 31, 2022 2,652,481 $ 10.76 8.7 $ — Vested and Exercisable, October 31, 2022 843,811 $ 10.76 $ — |
Schedule of assumptions used for stock options using the Black Scholes model | As of June 11, 2021 Risk-free interest rates 1.0 % Expected dividend yield — Volatility factor 30 - 31 % Expected lives (years) 6.1 Weighted average fair value of options granted $ 3.36 |
Summary of the RSU activity | Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, January 31, 2022 5,091,852 $ 10.26 Granted 12,008,055 5.26 Vested (2,079,069) 8.65 Forfeited (2,035,018) 6.98 Unvested balance, October 31, 2022 12,985,820 $ 6.40 $ 23,245 |
Summary of the MBRSU activity | Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, January 31, 2022 1,095,978 $ 8.43 Granted 1,882,463 5.57 Vested — — Forfeited or canceled (734,284) 6.42 Unvested balance, October 31, 2022 2,244,157 $ 7.47 $ 4,017 |
Schedule of classification of stock-based compensation | The following summarizes the classification of stock-based compensation in the condensed consolidated statements of operations (in thousands): Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 Cost of revenues $ 82 $ — $ 132 $ — $ — Content and software development 1,782 276 6,207 530 — Selling and marketing 1,915 621 4,933 947 — General and administrative 4,617 3,320 15,634 7,557 — Total $ 8,396 $ 4,217 $ 26,906 $ 9,034 $ — |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Revenue | |
Schedule of disaggregated revenue | Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 SaaS subscription services $ 93,127 $ 82,593 $ 272,443 $ 126,833 $ 97,406 Professional services 4,617 4,354 13,429 6,339 5,088 Software licenses and other 224 — 635 — — Instructor led training 41,422 53,206 128,296 82,448 — Total net revenues $ 139,390 $ 140,153 $ 414,803 $ 215,620 $ 102,494 Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 Revenue: United States $ 92,177 $ 85,421 $ 268,096 $ 132,785 $ 77,489 Other Americas 7,099 9,554 23,075 15,076 5,197 Europe, Middle East and Africa 35,230 40,485 109,031 60,563 14,283 Asia-Pacific 4,884 4,693 14,601 7,196 5,525 Total net revenues $ 139,390 $ 140,153 $ 414,803 $ 215,620 $ 102,494 |
Schedule of deferred revenue | Deferred revenue activity for the three and nine months ended October 31, 2022 was as follows (in thousands): Deferred revenue at January 31, 2022 (Successor) $ 260,949 Billings deferred 92,106 Recognition of prior deferred revenue (134,839) Acquisition of Codecademy 18,396 Deferred revenue at April 30, 2022 (Successor) $ 236,612 Billings deferred 119,724 Recognition of prior deferred revenue (140,574) Deferred revenue at July 31, 2022 (Successor) 215,762 Billings deferred 122,202 Recognition of prior deferred revenue (139,390) Deferred revenue at October 31, 2022 (Successor) $ 198,574 |
Schedule of deferred contract acquisition costs | Deferred contract acquisition costs at January 31, 2022 (Successor) $ 13,248 Contract acquisition costs 4,265 Recognition of contract acquisition costs (3,733) Deferred contract acquisition costs at April 30, 2022 (Successor) $ 13,780 Contract acquisition costs 3,964 Recognition of contract acquisition costs (3,742) Deferred contract acquisition costs at July 31, 2022 (Successor) 14,002 Contract acquisition costs 5,213 Recognition of contract acquisition costs (6,317) Deferred contract acquisition costs at October 31, 2022 (Successor) $ 12,898 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Fair Value Measurements | |
Schedule of company's assets and liabilities that are measured at fair value on a recurring basis | The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of October 31, 2022 and are categorized using the fair value hierarchy (in thousands): Level 2 Level 3 Description Measurements Measurements Total Asset classified interest rate swaps $ 5,249 $ — $ 5,249 Liability classified warrants — 2,119 2,119 Total assets and liabilities recorded at fair value $ 5,249 $ 2,119 $ 7,368 A summary of liability classified warrants is as follows (in thousands, except per share amounts): Underlying Common Strike Redemption Expiration Fair Value at Type Shares Price Price Date October 31, 2022 Private Placement Warrants – Sponsor 16,300 $ 11.50 None 6/11/26 $ 2,119 Total (Level 3) Private Placement Warrants – Sponsor $ 2,119 2,119 Total liabilities recorded at fair value $ 2,119 2,119 |
Schedule of assumptions valuing warrants classified as liabilities | October 31, 2022 Risk-free interest rates 4.35 % Expected dividend yield — Volatility factor 60.0 % Expected lives (years) 3.6 Value per unit $ 0.13 |
Schedule of reconciliation of Level 3 instruments | The following tables reconcile Level 3 instruments for which significant unobservable inputs were used to determine fair value: For the Three Months Ended October 31, 2022 Balance as of July 31, 2022 (Successor) $ 11,247 Unrealized gains recognized as other income (9,128) Balance as of October 31, 2022 (Successor) $ 2,119 For the Nine Months Ended October 31, 2022 Balance as of January 31, 2022 (Successor) $ 28,199 Unrealized losses recognized as other income (26,080) Balance as of October 31, 2022 (Successor) $ 2,119 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Segment Information | |
Summary of the company's segment results and segment assets | The following table presents summary results for each of the businesses for the three months and nine months ended October 31, 2022 (Successor) and the three months ended October 31, 2021 (Successor), the period from June 12, 2021 through October 31, 2021 (Successor) and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), (in thousands): Quarter to Date Results Year to Date Results Fiscal 2023 Fiscal 2022 Fiscal 2023 Fiscal 2022 Successor Successor Successor Successor Predecessor (SLH) Three Months Three Months Nine Months From From Ended Ended Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 October 31, 2022 October 31, 2021 June 11, 2021 Skillsoft Content Revenues $ 97,968 $ 86,947 $ 286,507 $ 133,160 $ 102,494 Operating expenses 702,867 92,595 967,888 154,047 140,484 Operating income (loss) (604,899) (5,648) (681,381) (20,887) (37,990) Global Knowledge Revenues 41,422 53,206 128,296 82,460 — Operating expenses 45,226 58,005 211,633 90,260 — Operating income (loss) (3,804) (4,799) (83,337) (7,800) — Consolidated Revenues 139,390 140,153 414,803 215,620 102,494 Operating expenses 748,093 150,600 1,179,521 244,307 140,484 Operating income (loss) (608,703) (10,447) (764,718) (28,687) (37,990) Non-operating (expense) income 1,602 (661) 2,733 (1,653) (167) Fair value adjustment of warrants 9,128 (36,838) 26,080 (19,723) 900 Fair value adjustment of hedge instruments 20,314 — 5,249 — — Interest expense, net (14,487) (6,988) (37,302) (16,304) (16,703) Benefits from (provision for) income taxes 8,832 6,168 34,234 8,165 3,521 Net loss from continuing operations (583,314) (48,766) (733,724) (58,202) (50,439) Gain on sale of business 53,756 — 53,756 — — Income from discontinued operations, net of tax 1,215 5,911 8,483 3,494 1,175 Net (loss) income $ (528,343) $ (42,855) $ (671,485) $ (54,708) $ (49,264) The Company’s segment assets primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses, deferred taxes, property and equipment, goodwill and intangible assets. The following table sets forth the Company’s segment assets as of October 31, 2022 and January 31, 2022 (in thousands): October 31, 2022 January 31, 2022 Skillsoft $ 1,371,061 $ 1,648,160 Global Knowledge 224,340 344,902 Total assets classified as discontinued operations — 228,886 Consolidated $ 1,595,401 $ 2,221,948 |
Schedule of the company's long-lived tangible assets by geographic region | October 31, 2022 January 31, 2022 United States $ 8,750 $ 9,482 Ireland 205 313 Rest of world 1,702 1,680 Total $ 10,657 $ 11,475 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 31, 2022 | |
Net Loss Per Share | |
Schedule of basic and diluted earnings per share | Quarter to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Three Months Three Months Ended October 31, Ended October 31, 2022 2021 Net loss from continuing operations $ (583,314) $ (48,766) Net income from discontinued operations 54,971 5,911 Net loss (528,343) (42,855) Weighted average common shares outstanding: Basic and diluted: Class A and B – (Predecessor (SLH)) * * Ordinary - (Successor) 164,368 133,059 Net loss per share: Basic and diluted: Class A and B – (Predecessor (SLH)) - Continuing operations * * Class A and B – (Predecessor (SLH)) - Discontinued operations * * Class A and B – (Predecessor (SLH)) * * Ordinary – (Successor) - Continuing operations (3.54) (0.37) Ordinary – (Successor) - Discontinued operations 0.33 0.04 Ordinary – (Successor) $ (3.21) $ (0.33) Year to Date Results Fiscal 2023 Fiscal 2022 Successor Successor Predecessor (SLH) Nine Months From From Ended October 31, June 12, 2021 to February 1, 2021 to 2022 October 31, 2021 June 11, 2021 Net loss from continuing operations $ (733,724) $ (58,202) $ (50,439) Net income from discontinued operations 62,239 3,494 1,175 Net loss (671,485) (54,708) (49,264) Weighted average common shares outstanding: Basic and diluted: Class A and B – (Predecessor (SLH)) * * 4,000 Ordinary - (Successor) 157,137 133,059 * Net loss per share: Basic and diluted: Class A and B – (Predecessor (SLH)) - Continuing operations * * (12.61) Class A and B – (Predecessor (SLH)) - Discontinued operations * * 0.29 Class A and B – (Predecessor (SLH)) * * $ (12.32) Ordinary – (Successor) - Continuing operations (4.67) (0.44) * Ordinary – (Successor) - Discontinued operations 0.40 0.03 * Ordinary – (Successor) $ (4.27) $ (0.41) * * Not Applicable |
Schedule of anti-dilutive loss per share | Successor Successor Predecessor (SLH) Nine Months From From Ended June 12, 2021 to February 1, 2021 to October 31, 2022 October 31, 2021 June 11, 2021 Warrants to purchase common shares 61,967 61,967 706 Stock Options 2,652 2,198 — RSUs 15,230 3,465 — Total 79,849 67,630 706 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Jun. 11, 2021 | Oct. 12, 2020 | Oct. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 |
Common stock par value | $ 0.0001 | $ 0.01 | |||
Warrants purchased | 705,882 | 45,667,000 | 705,882 | ||
Class A Common Stock | |||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||
Class A Common Stock | Private Placement | |||||
Common stock issued (in shares) | 53,000,000 | ||||
Warrants purchased | 16,666,667 | ||||
Aggregate gross proceeds | $ 530,000,000 | ||||
Reclassification of stock subscriptions and warrants in additional paid in capital | $ 78,200,000 | ||||
Agreement and Plan of Merger | |||||
Common stock par value | $ 0.0001 | ||||
Aggregate principal amount | $ 20,000,000 | ||||
Agreement and Plan of Merger | Class A Common Stock | |||||
Common stock par value | $ 0.0001 | ||||
Existing Second Out Credit Agreement | Agreement and Plan of Merger | |||||
Aggregate redemption price, cash | $ 505,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Recently Adopted Accounting Guidance (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Jul. 31, 2021 |
Goodwill | $ 462,080 | $ 1,032,706 | $ 1,104,332 | $ 795,811 | |
Impact of Adoption | |||||
Goodwill | $ 123,500 |
Business Combinations - Skillso
Business Combinations - Skillsoft (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||||||
Apr. 04, 2022 | Jun. 11, 2021 | Jun. 11, 2021 | Jan. 31, 2022 | Jan. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2021 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Goodwill | $ 795,811 | $ 795,811 | $ 462,080 | $ 1,032,706 | $ 1,104,332 | ||||
Impact of Adoption | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Goodwill | $ 123,500 | ||||||||
Trademarks and trade names | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Life | 13 years 9 months 18 days | ||||||||
Customer relationships | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Life | 5 years 9 months 18 days | ||||||||
SLH | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payments | $ 505,000 | ||||||||
Second Out Term Loan | 20,000 | ||||||||
Cash settlement of seller transaction costs and other | 1,308 | ||||||||
Total Purchase Price | 832,683 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Cash, cash equivalents and restricted cash | 120,273 | $ 120,273 | |||||||
Current assets | 119,553 | 119,553 | |||||||
Property and equipment | 12,457 | 12,457 | |||||||
Intangible assets | 765,098 | 765,098 | |||||||
Long term assets | 18,629 | 18,629 | |||||||
Total assets acquired | 1,036,010 | 1,036,010 | |||||||
Current liabilities | (49,406) | (49,406) | |||||||
Debt, including accounts receivable facility | (552,977) | (552,977) | |||||||
Deferred revenue | (237,217) | (237,217) | |||||||
Deferred and other tax liabilities | (83,779) | (83,779) | |||||||
Long term liabilities | (18,324) | (18,324) | |||||||
Total liabilities assumed | (941,703) | (941,703) | |||||||
Net assets acquired | 94,307 | 94,307 | |||||||
Goodwill | 738,376 | 738,376 | |||||||
Total purchase price | 832,683 | 832,683 | |||||||
Intangible assets | 765,098 | 765,098 | |||||||
Acquisition related expenses | 4,300 | $ 5,500 | $ 9,800 | ||||||
SLH | As Previously Reported | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Cash, cash equivalents and restricted cash | 120,273 | 120,273 | |||||||
Current assets | 118,847 | 118,847 | |||||||
Property and equipment | 10,825 | 10,825 | |||||||
Intangible assets | 769,799 | 769,799 | |||||||
Long term assets | 18,629 | 18,629 | |||||||
Total assets acquired | 1,038,373 | 1,038,373 | |||||||
Current liabilities | (49,056) | (49,056) | |||||||
Debt, including accounts receivable facility | (552,977) | (552,977) | |||||||
Deferred revenue | (123,300) | (123,300) | |||||||
Deferred and other tax liabilities | (99,699) | (99,699) | |||||||
Long term liabilities | (18,325) | (18,325) | |||||||
Total liabilities assumed | (843,357) | (843,357) | |||||||
Net assets acquired | 195,016 | 195,016 | |||||||
Goodwill | 637,667 | 637,667 | |||||||
Total purchase price | 832,683 | 832,683 | |||||||
Intangible assets | 769,799 | 769,799 | |||||||
SLH | Impact of Adoption | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Current assets | 706 | 706 | |||||||
Property and equipment | 1,632 | 1,632 | |||||||
Intangible assets | (4,701) | (4,701) | |||||||
Total assets acquired | (2,363) | (2,363) | |||||||
Current liabilities | (350) | (350) | |||||||
Deferred revenue | (113,917) | (113,917) | |||||||
Deferred and other tax liabilities | 15,920 | 15,920 | |||||||
Long term liabilities | 1 | 1 | |||||||
Total liabilities assumed | (98,346) | (98,346) | |||||||
Net assets acquired | (100,709) | (100,709) | |||||||
Goodwill | 100,709 | 100,709 | |||||||
Intangible assets | (4,701) | (4,701) | |||||||
SLH | Trademarks and trade names | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Indefinite lived intangible assets | 84,700 | 84,700 | |||||||
Finite lived intangible assets | $ 5,800 | 5,800 | |||||||
Life | 9 years 7 months 6 days | ||||||||
SLH | Courseware | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Finite lived intangible assets | $ 186,600 | 186,600 | |||||||
Life | 5 years | ||||||||
SLH | Proprietary delivery and development software | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Finite lived intangible assets | $ 114,598 | 114,598 | |||||||
SLH | Proprietary delivery and development software | Minimum | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Life | 2 years 6 months | ||||||||
SLH | Proprietary delivery and development software | Maximum | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Life | 7 years 7 months 6 days | ||||||||
SLH | Publishing rights | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Finite lived intangible assets | $ 41,100 | 41,100 | |||||||
Life | 5 years | ||||||||
SLH | Customer relationships | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Finite lived intangible assets | $ 271,400 | 271,400 | |||||||
Life | 12 years 7 months 6 days | ||||||||
SLH | Backlog | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||
Finite lived intangible assets | $ 60,900 | $ 60,900 | |||||||
Life | 4 years 7 months 6 days | ||||||||
SLH | Class A Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Common Stock | $ 258,000 | ||||||||
SLH | Class B Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Common Stock | $ 48,375 |
Business Combinations - GK (Det
Business Combinations - GK (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 04, 2022 | Jun. 11, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Jan. 31, 2022 | Oct. 31, 2022 | Jan. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2021 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Goodwill | $ 462,080 | $ 795,811 | $ 462,080 | $ 795,811 | $ 1,032,706 | $ 1,104,332 | ||||||
Recapitalization and acquisition-related costs | $ 4,889 | $ 3,407 | $ 6,641 | $ 13,305 | 26,653 | |||||||
Impact of Adoption | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Goodwill | $ 123,500 | |||||||||||
Trademarks and trade names | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Life | 13 years 9 months 18 days | |||||||||||
Customer relationships | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Life | 5 years 9 months 18 days | |||||||||||
GK | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 170,199 | |||||||||||
Warrants Issued | 14,000 | |||||||||||
Joinder Term Loans | 70,000 | |||||||||||
Cash settlement of seller transaction costs and other | 4,251 | |||||||||||
Total Purchase Price | 258,450 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Cash, cash equivalents | 17,681 | 17,681 | ||||||||||
Current assets | 45,471 | 45,471 | ||||||||||
Property and equipment | 7,156 | 7,156 | ||||||||||
Intangible assets | 186,000 | 186,000 | ||||||||||
Long term assets | 9,295 | 9,295 | ||||||||||
Total assets acquired | 265,603 | 265,603 | ||||||||||
Current liabilities | (63,511) | (63,511) | ||||||||||
Deferred revenue | (31,209) | (31,209) | ||||||||||
Deferred and other tax liabilities | (25,809) | (25,809) | ||||||||||
Long term liabilities | (2,071) | (2,071) | ||||||||||
Total liabilities assumed | (122,600) | (122,600) | ||||||||||
Net assets acquired | 143,003 | 143,003 | ||||||||||
Goodwill | 115,447 | 115,447 | ||||||||||
Total purchase price | 258,450 | 258,450 | ||||||||||
Intangible assets | 186,000 | 186,000 | ||||||||||
Acquisition related expenses | $ 1,000 | $ 1,500 | $ 1,000 | |||||||||
GK | As Previously Reported | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Cash, cash equivalents | 17,524 | 17,524 | ||||||||||
Current assets | 47,849 | 47,849 | ||||||||||
Property and equipment | 5,531 | 5,531 | ||||||||||
Intangible assets | 185,800 | 185,800 | ||||||||||
Long term assets | 12,401 | 12,401 | ||||||||||
Total assets acquired | 269,105 | 269,105 | ||||||||||
Current liabilities | (74,463) | (74,463) | ||||||||||
Deferred revenue | (23,018) | (23,018) | ||||||||||
Deferred and other tax liabilities | (16,934) | (16,934) | ||||||||||
Long term liabilities | (4,248) | (4,248) | ||||||||||
Total liabilities assumed | (118,663) | (118,663) | ||||||||||
Net assets acquired | 150,442 | 150,442 | ||||||||||
Goodwill | 108,008 | 108,008 | ||||||||||
Total purchase price | 258,450 | 258,450 | ||||||||||
Intangible assets | 185,800 | 185,800 | ||||||||||
GK | Impact of Adoption | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Cash, cash equivalents | 157 | 157 | ||||||||||
Current assets | (2,378) | (2,378) | ||||||||||
Property and equipment | 1,625 | 1,625 | ||||||||||
Intangible assets | 200 | 200 | ||||||||||
Long term assets | (3,106) | (3,106) | ||||||||||
Total assets acquired | (3,502) | (3,502) | ||||||||||
Current liabilities | 10,952 | 10,952 | ||||||||||
Deferred revenue | (8,191) | (8,191) | ||||||||||
Deferred and other tax liabilities | (8,875) | (8,875) | ||||||||||
Long term liabilities | 2,177 | 2,177 | ||||||||||
Total liabilities assumed | (3,937) | (3,937) | ||||||||||
Net assets acquired | (7,439) | (7,439) | ||||||||||
Goodwill | 7,439 | 7,439 | ||||||||||
Intangible assets | 200 | 200 | ||||||||||
GK | Trademarks and trade names | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Finite lived intangible assets | $ 25,400 | 25,400 | ||||||||||
Life | 17 years 7 months 6 days | |||||||||||
GK | Courseware | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Finite lived intangible assets | $ 1,500 | 1,500 | ||||||||||
Life | 3 years | |||||||||||
GK | Proprietary delivery and development software | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Finite lived intangible assets | $ 2,500 | 2,500 | ||||||||||
Life | 7 months 6 days | |||||||||||
GK | Vendor relationships | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Finite lived intangible assets | $ 43,900 | 43,900 | ||||||||||
Life | 2 years 7 months 6 days | |||||||||||
GK | Customer relationships | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | ||||||||||||
Finite lived intangible assets | $ 112,700 | $ 112,700 | ||||||||||
Life | 10 years 7 months 6 days |
Business Combinations - Codecad
Business Combinations - Codecademy (Details) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |||||||
Apr. 04, 2022 USD ($) item | Oct. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Jun. 11, 2021 USD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Apr. 30, 2022 USD ($) | Apr. 22, 2022 USD ($) | Jan. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Goodwill | $ 462,080 | $ 462,080 | $ 1,032,706 | $ 1,104,332 | $ 795,811 | ||||||
Recapitalization and acquisition-related costs | 4,889 | $ 3,407 | $ 6,641 | $ 13,305 | 26,653 | ||||||
Impact of Adoption | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Goodwill | $ 123,500 | ||||||||||
Trademarks and trade names | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Life | 13 years 9 months 18 days | ||||||||||
Developed software/courseware | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Life | 5 years | ||||||||||
Content and software development | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Life | 5 years | ||||||||||
Customer relationships | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Life | 5 years 9 months 18 days | ||||||||||
Codecademy [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of registered learner | item | 40,000,000 | ||||||||||
Number of Programming languages across multiple domains | item | 14 | ||||||||||
Cash payments | $ 202,119 | ||||||||||
Cash settlement of seller transaction costs and other | 1,315 | ||||||||||
Total Purchase Price | 385,984 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Cash, cash equivalents and restricted cash | 4,053 | ||||||||||
Current assets | 3,671 | ||||||||||
Property and equipment | 385 | ||||||||||
Intangible assets | 112,000 | ||||||||||
Total assets acquired | 120,109 | ||||||||||
Current liabilities | (4,290) | ||||||||||
Deferred revenue | (18,396) | ||||||||||
Deferred and other tax liabilities | (20,596) | ||||||||||
Total liabilities assumed | (43,282) | ||||||||||
Net assets acquired | 76,827 | ||||||||||
Goodwill | 309,157 | ||||||||||
Total purchase price | 385,984 | ||||||||||
Finite lived intangible assets | 112,000 | ||||||||||
Recapitalization and acquisition-related costs | 10,200 | ||||||||||
Acquisition related expenses | $ 2,500 | $ 7,700 | |||||||||
Codecademy [Member] | Class A Common Stock | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common Stock | 182,550 | ||||||||||
Codecademy [Member] | As Previously Reported | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Cash, cash equivalents and restricted cash | $ 4,262 | ||||||||||
Current assets | 3,671 | ||||||||||
Property and equipment | 385 | ||||||||||
Intangible assets | 112,000 | ||||||||||
Total assets acquired | 120,318 | ||||||||||
Current liabilities | (4,290) | ||||||||||
Deferred revenue | (18,396) | ||||||||||
Deferred and other tax liabilities | (21,615) | ||||||||||
Total liabilities assumed | (44,301) | ||||||||||
Net assets acquired | 76,017 | ||||||||||
Goodwill | 309,967 | ||||||||||
Total purchase price | 385,984 | ||||||||||
Codecademy [Member] | Impact of Adoption | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Cash, cash equivalents and restricted cash | (209) | ||||||||||
Total assets acquired | (209) | ||||||||||
Deferred and other tax liabilities | 1,019 | ||||||||||
Total liabilities assumed | 1,019 | ||||||||||
Net assets acquired | 810 | ||||||||||
Goodwill | $ (810) | ||||||||||
Codecademy [Member] | Trademarks and trade names | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Finite lived intangible assets | 44,000 | ||||||||||
Codecademy [Member] | Developed software/courseware | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Finite lived intangible assets | 40,000 | ||||||||||
Codecademy [Member] | Content and software development | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Finite lived intangible assets | 18,000 | ||||||||||
Codecademy [Member] | Customer relationships | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||
Finite lived intangible assets | $ 10,000 |
Business Combinations - Other A
Business Combinations - Other Acquisitions and Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 462,080 | $ 462,080 | $ 1,032,706 | $ 1,104,332 | $ 795,811 | |||
Unaudited pro forma information | ||||||||
Revenue | 139,390 | $ 151,266 | 422,861 | $ 440,600 | ||||
Net loss from continuing operations | (16,134) | $ (57,878) | (100,472) | $ (111,805) | ||||
Impairment of goodwill and intangible assets | $ 570,887 | $ 641,362 | ||||||
Pluma. | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price paid | $ 22,000 | |||||||
Goodwill | 17,800 | |||||||
Intangible assets | $ 8,700 | |||||||
Weighted average life | 7 years 4 months 24 days |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Aug. 15, 2022 | Oct. 31, 2022 | Oct. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale of business | $ 53,756 | $ 53,756 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | SumTotal | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Percentage of outstanding shares of capital stock sold | 100% | ||
Total consideration received | $ 180,000 | ||
Working capital contingency | $ 8,000 | ||
Gain on sale of business | $ 53,800 | $ 53,800 |
Discontinued Operations - Finan
Discontinued Operations - Financial results (Details) - Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] - SumTotal - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Revenues: | |||||
Total revenues | $ 4,178 | $ 30,406 | $ 37,142 | $ 45,952 | $ 60,706 |
Operating expenses: | |||||
Costs of revenues | 1,250 | 9,839 | 13,838 | 15,555 | 19,027 |
Content and software development | 956 | 5,975 | 9,072 | 9,637 | 12,246 |
Selling and marketing | 800 | 4,892 | 7,539 | 7,432 | 11,507 |
General and administrative | 67 | 668 | 746 | 913 | 730 |
Amortization of intangible assets | 2,658 | 4,410 | 4,188 | 6,345 | |
Recapitalization and acquisition-related costs | 1,056 | 280 | 297 | 377 | 1,609 |
Restructuring | (159) | 2 | (127) | 31 | 42 |
Total operating expenses | 3,970 | 24,314 | 35,775 | 38,133 | 51,506 |
Operating income from discontinued operations | 208 | 6,092 | 1,367 | 7,819 | 9,200 |
Other income (expense), net | 2,223 | 50 | 345 | 2,681 | |
Other income (expense), net | (326) | ||||
Interest income | 9 | 4 | 12 | 12 | |
Interest expense | (101) | (513) | (57) | (1,044) | (1,443) |
Income from discontinued operations before income taxes | 2,330 | 5,638 | 988 | 7,132 | 10,450 |
Provision for income taxes | 1,115 | (273) | (187) | 3,638 | 1,967 |
Net income from discontinued operations | $ 1,215 | $ 5,911 | $ 1,175 | $ 3,494 | $ 8,483 |
Discontinued Operations - Carry
Discontinued Operations - Carrying amounts of assets and liabilities (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Carrying amount of assets included as part of discontinued operations | ||
Current assets of discontinued operations | $ 64,074 | |
Long-term assets of discontinued operations | 164,812 | |
Carrying amounts of liabilities included as part of discontinued operations: | ||
Current liabilities of discontinued operations | $ 8,000 | 87,467 |
Long-term liabilities of discontinued operations | 2,426 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | SumTotal | ||
Carrying amount of assets included as part of discontinued operations | ||
Cash and cash equivalents | 16,496 | |
Restricted cash | 236 | |
Accounts receivable | 38,587 | |
Prepaid expenses and other current assets | 8,755 | |
Current assets of discontinued operations | 64,074 | |
Property and equipment, net | 6,609 | |
Goodwill | 75,693 | |
Intangible assets, net | 75,628 | |
Right of use assets | 1,937 | |
Other assets | 4,945 | |
Long-term assets of discontinued operations | 164,812 | |
Total assets classified as discontinued operations in the condensed consolidated balance sheet | 228,886 | |
Carrying amounts of liabilities included as part of discontinued operations: | ||
Accounts payable | 1,502 | |
Accrued compensation | 10,293 | |
Accrued expenses and other current liabilities | 3,260 | |
Lease liabilities | 508 | |
Deferred revenue | 71,904 | |
Current liabilities of discontinued operations | 87,467 | |
Deferred tax liabilities | 516 | |
Long term lease liabilities | 1,605 | |
Other long-term liabilities | 305 | |
Long-term liabilities of discontinued operations | 2,426 | |
Total liabilities classified as discontinued operations in the condensed consolidated balance sheet | $ 89,893 |
Intangible Assets - Intangible
Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Accumulated Amortization, Finite-lived | $ 209,606 | $ 87,912 |
Net Carrying Amount, Finite-lived | 684,980 | |
Gross Carrying Amount, Intangible assets | 979,286 | 881,771 |
Net Carrying Amount, Intangible assets | 769,680 | 793,859 |
Skillsoft trademark | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Intangible assets | 84,700 | 84,700 |
Net Carrying Amount, Intangible assets | 84,700 | 84,700 |
Global Knowledge trademark | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Accumulated Amortization, Finite-lived | 3,743 | 2,062 |
Gross Carrying Amount, Intangible assets | 22,113 | 25,400 |
Net Carrying Amount, Intangible assets | 18,370 | 23,338 |
Developed software/ courseware | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Finite-lived | 370,252 | 303,171 |
Accumulated Amortization, Finite-lived | 103,111 | 43,956 |
Net Carrying Amount, Finite-lived | 267,141 | 259,215 |
Customer contracts/ relationships | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Finite-lived | 327,686 | 332,300 |
Accumulated Amortization, Finite-lived | 33,149 | 10,436 |
Net Carrying Amount, Finite-lived | 294,537 | 321,864 |
Vendor relationship | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Finite-lived | 38,235 | 43,900 |
Accumulated Amortization, Finite-lived | 29,645 | 21,219 |
Net Carrying Amount, Finite-lived | 8,590 | 22,681 |
Trademarks and trade names | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Finite-lived | 45,500 | 1,500 |
Accumulated Amortization, Finite-lived | 2,753 | 104 |
Net Carrying Amount, Finite-lived | 42,747 | 1,396 |
Publishing right | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Finite-lived | 41,100 | 41,100 |
Accumulated Amortization, Finite-lived | 11,394 | 5,229 |
Net Carrying Amount, Finite-lived | 29,706 | 35,871 |
Backlog | ||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Finite-lived | 49,700 | 49,700 |
Accumulated Amortization, Finite-lived | 25,811 | 4,906 |
Net Carrying Amount, Finite-lived | $ 23,889 | $ 44,794 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Amortization expense related to the existing finite-lived intangible assets | |||||
2023 | $ 41,907 | $ 41,907 | |||
2024 | 149,210 | 149,210 | |||
2025 | 129,121 | 129,121 | |||
2026 | 124,947 | 124,947 | |||
2027 | 79,912 | 79,912 | |||
Thereafter | 159,883 | 159,883 | |||
Total | 684,980 | 684,980 | |||
Amortization expense related to intangible assets | $ 43,400 | $ 34,400 | $ 46,500 | $ 52,900 | $ 128,200 |
Intangible Assets - Rollforward
Intangible Assets - Rollforward of goodwill - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Jul. 31, 2022 | Oct. 31, 2022 | Jan. 31, 2022 | |
Goodwill [Line Items] | ||||||
Goodwill, Beginning balance | $ 1,032,706 | $ 1,104,332 | $ 795,811 | $ 795,811 | $ 795,811 | |
Foreign currency translation adjustment | 53 | (458) | (832) | |||
Impairment of goodwill | (570,887) | (70,475) | (641,362) | |||
Acquisition | 309,967 | |||||
Measurement period adjustments | 208 | (693) | (614) | |||
Goodwill, Ending balance | 462,080 | 1,032,706 | 1,104,332 | 1,032,706 | 462,080 | |
Skillsoft reporting unit | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning balance | 989,510 | 990,365 | 680,500 | 680,500 | 680,500 | |
Foreign currency translation adjustment | (46) | (36) | (102) | |||
Impairment of goodwill | (569,256) | |||||
Acquisition | 309,967 | |||||
Measurement period adjustments | 208 | (819) | ||||
Goodwill, Ending balance | 420,416 | 989,510 | 990,365 | 989,510 | 420,416 | |
Accumulated impairment losses | 0 | 0 | $ 0 | |||
GK | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Beginning balance | 43,196 | 113,967 | 115,311 | 115,311 | 115,311 | |
Foreign currency translation adjustment | 99 | (422) | (730) | |||
Impairment of goodwill | (1,631) | (70,475) | (70,500) | |||
Measurement period adjustments | 126 | (614) | ||||
Goodwill, Ending balance | 41,664 | $ 43,196 | $ 113,967 | $ 43,196 | 41,664 | |
Accumulated impairment losses | $ 72,100 | $ 72,100 | $ 0 |
Taxes (Details)
Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Taxes | |||||
Benefit from (provision for) income taxes | $ 8,832 | $ 6,168 | $ 3,521 | $ 8,165 | $ 34,234 |
Loss before income taxes | $ (592,146) | $ (54,934) | $ (53,960) | $ (66,367) | $ (767,958) |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring charges | $ 2,010 | $ 775 | $ (576) | $ 1,062 | $ 10,289 |
Restructuring charge recoveries | $ 600 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Operating Leases | ||
2023 (excluding 9 months ended October 31, 2022) | $ 1,297 | |
2024 | 4,486 | |
2025 | 3,061 | |
2026 | 1,952 | |
2027 | 2,152 | |
Thereafter | 4,774 | |
Total future minimum lease payments | 17,722 | |
Less effects of discounting | (1,488) | |
Total lease liabilities | 16,234 | |
Reported as of October 31, 2022 | ||
Lease liabilities | 4,271 | $ 6,387 |
Long term lease liabilities | 11,976 | $ 11,750 |
Total lease liabilities | $ 16,234 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | Jan. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Right of use assets | $ 14,046 | $ 17,988 | ||
Weighted-average remaining lease term of operating leases | 6 years | |||
Lease costs | $ 1,100 | $ 3,700 | $ 5,000 | |
Payment of lease cost related amounts | $ 2,300 | $ 4,400 | 5,900 | |
Skillsoft and GK | ||||
Lessee, Lease, Description [Line Items] | ||||
Right of use assets | 14,000 | |||
Lease liabilities | $ 16,200 | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Company's leases, remaining lease term | 1 year | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Company's leases, remaining lease term | 11 years |
Long-Term Debt - Debt (Details)
Long-Term Debt - Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | $ 6,404 | $ 4,800 |
Term Loan - long-term portion | 602,606 | |
Less: Original Issue Discount - long-term portion | (8,640) | (6,724) |
Less: Deferred Financing Costs - long-term portion | (4,691) | (5,091) |
Long-term debt | 582,871 | 462,185 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Current maturities of long-term debt | 6,404 | 4,800 |
Term Loan - long-term portion | $ 596,202 | $ 474,000 |
Long-Term Debt - Term loan (Det
Long-Term Debt - Term loan (Details) - USD ($) $ in Thousands | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||||
Aug. 15, 2022 | Apr. 04, 2022 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | Jan. 31, 2022 | Jul. 16, 2021 | |
Debt Instrument [Line Items] | |||||||
Financing costs | $ 4,000 | ||||||
Original issue discount | $ 13,331 | ||||||
Original issuance costs | 8,640 | $ 6,724 | |||||
Unamortized deferred financing costs | 4,691 | $ 5,091 | |||||
Net proceeds | $ 464,290 | 157,088 | |||||
Repayments of debt | $ 1,300 | $ 605,591 | |||||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | SumTotal | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of outstanding shares of capital stock sold | 100% | ||||||
Mandatory prepayment to lenders | $ 31,400 | ||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Original issue discount | 2,800 | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 480,000 | ||||||
First Amendment To Credit Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | 160,000 | ||||||
Net proceeds | $ 153,200 | ||||||
Basis spread on variable rate (as a percent) | 4.25% | ||||||
Quarterly amortization payment as a percentage of principal amount | 0.25% | ||||||
Original issuance costs | $ 2,800 | ||||||
Unamortized deferred financing costs | $ 100 | ||||||
Third party costs | $ 3,900 | ||||||
First Amendment To Credit Agreement [Member] | Scenario 1 | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of prepayment premium | 2% | ||||||
First Amendment To Credit Agreement [Member] | Scenario 2 | |||||||
Debt Instrument [Line Items] | |||||||
Percentage of prepayment premium | 1% | ||||||
First Amendment To Credit Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 5.25% |
Long-Term Debt - Minimum princi
Long-Term Debt - Minimum principal payments (Details) $ in Thousands | Oct. 31, 2022 USD ($) |
Long-Term Debt | |
2023 | $ 1,601 |
2024 | 6,404 |
2025 | 6,404 |
2026 | 6,404 |
2027 | 6,404 |
Thereafter | 575,389 |
Total payments | 602,606 |
Less: Current portion | (6,404) |
Less: Unamortized original issue discount and issuance costs | (13,331) |
Long-term portion | $ 582,871 |
Long-Term Debt - Accounts Recei
Long-Term Debt - Accounts Receivable Facility (Details) - USD ($) $ in Thousands | Sep. 19, 2019 | Dec. 20, 2018 | Oct. 31, 2022 | Jan. 31, 2022 | Aug. 27, 2020 |
Debt Instrument [Line Items] | |||||
Restricted cash | $ 7,322 | $ 14,015 | |||
Accounts Receivable Facility | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 90,000 | $ 75,000 | $ 75,000 | ||
Advance rate | 95% | ||||
Interest rate | 6.11% | ||||
Restricted cash | $ 6,300 | ||||
Accounts Receivable Facility | Minimum | |||||
Debt Instrument [Line Items] | |||||
Advance rate | 50% | ||||
Accounts Receivable Facility | Maximum | |||||
Debt Instrument [Line Items] | |||||
Advance rate | 85% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||||
Oct. 12, 2020 | Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock issued | 133,258,027 | 4,000,000 | ||||||
Number of warrants to purchase additional common shares | 45,667,000 | 705,882 | 45,667,000 | 705,882 | ||||
Common shares authorized | 1,000,000,000 | |||||||
Preferred shares authorized | 10,000,000 | 10,000,000 | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.01 | |||||
Common stock shares outstanding | 133,258,027 | 4,000,000 | ||||||
Fair value adjustment of warrants | $ 7,400 | $ (9,128) | $ 36,838 | $ (900) | $ 19,723 | $ (26,080) | ||
Common stock repurchased, number of shares | 645,428 | |||||||
Cost of common stock repurchased | $ 1,400 | |||||||
Class A Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock issued | 164,316,842 | 164,316,842 | 3,840,000 | |||||
Common shares authorized | 375,000,000 | 375,000,000 | 375,000,000 | 800,000,000 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock shares outstanding | 164,316,842 | 164,316,842 | 3,840,000 | |||||
Increase (decrease) in earnings attributable to common stockholders | (5,900) | |||||||
Class B Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock issued | 160,000 | |||||||
Common shares authorized | 200,000,000 | |||||||
Common stock shares outstanding | 160,000 | |||||||
Net increase in value of participation rights | 13,300 | |||||||
Increase (decrease) in earnings attributable to common stockholders | $ 5,900 | |||||||
Class C Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common shares authorized | 3,840,000 | 3,840,000 |
Shareholders' Equity - Classifi
Shareholders' Equity - Classified warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Oct. 31, 2022 | Jun. 11, 2021 | Jan. 31, 2021 | |
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 45,667,000 | 705,882 | 705,882 |
Private Placement Warrants - Sponsor | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 16,300,000 | ||
Strike Price | $ 11.50 | ||
Fair Value | $ 2,119 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 23,000,000 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 18 | ||
Private Placement Warrants - PIPE | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 16,667,000 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 18 | ||
Private Placement Warrants - GK | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 5,000,000 | ||
Strike Price | $ 11.50 | ||
Private Placement Warrants - CEO | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 1,000,000 | ||
Strike Price | $ 11.50 |
Stock-based compensation - Equi
Stock-based compensation - Equity incentive plans (Details) - 2020 Omnibus Incentive Plan - shares | 1 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares made available for issuance | 13,105,902 | |
Annual increase percentage | 5% | 5% |
Shares available for issuance | 2,187,544 |
Stock-based compensation - Stoc
Stock-based compensation - Stock options (Details) - Stock Options | 9 Months Ended |
Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting term | 4 years |
Term of options | 10 years |
Days following termination of employment or service | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration term | 90 days |
Months following an optionees' death or disability | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration term | 12 months |
Stock-based compensation - St_2
Stock-based compensation - Stock option activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jan. 31, 2022 | |
Shares | ||
Outstanding at beginning of period (in shares) | 2,825,752 | |
Forfeited (in shares) | (173,271) | |
Outstanding at end period (in shares) | 2,652,481 | 2,825,752 |
Vested and exercisable (in shares) | 843,811 | |
Weighted Average Exercise Price | ||
Weighted Average Exercise Price Outstanding at beginning period (in dollars per share) | $ 10.76 | |
Weighted Average Exercise Price Outstanding at end period (in dollars per share) | 10.76 | $ 10.76 |
Weighted Average Exercise Price Vested and Exercisable (in dollars per share) | $ 10.76 | |
Weighted Average Remaining Contractual Term (Years) | ||
Weighted Average Remaining Contractual Term Outstanding (in Years) | 8 years 8 months 12 days | 9 years 4 months 24 days |
Unrecognized equity-based compensation costs | $ 5.7 | |
Cost expected to be recognized over a weighted-average period | 2 years 8 months 12 days |
Stock-based compensation - Assu
Stock-based compensation - Assumptions for grant date fair value of the stock options (Details) | Jun. 11, 2021 $ / shares |
Assumptions for grant date fair value of the stock options | |
Volatility factor, minimum | 30% |
Volatility factor, maximum | 31% |
Stock Options | |
Assumptions for grant date fair value of the stock options | |
Risk-free interest rates | 1% |
Expected lives (years) | 6 years 1 month 6 days |
Weighted average fair value of options granted | $ 3.36 |
Stock-based compensation - Rest
Stock-based compensation - Restricted stock units (Details) $ / shares in Units, $ in Thousands | 8 Months Ended | 9 Months Ended |
Jan. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) item $ / shares shares | |
RSU's | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Right to receive share | item | 1 | |
Shares | ||
Unvested balance, at beginning of period (in shares) | 5,091,852 | |
Granted (in shares) | 12,008,055 | |
Exercised (in shares) | (2,079,069) | |
Forfeited (in shares) | (2,035,018) | |
Unvested balance, at end of period (in shares) | 5,091,852 | 12,985,820 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Exercise Price Unvested balance, at beginning of period (in dollars per share) | $ / shares | $ 10.26 | |
Granted (in dollars per share) | $ / shares | 5.26 | |
Exercised (in dollars per share) | $ / shares | 8.65 | |
Forfeited (in dollars per share) | $ / shares | 6.98 | |
Weighted Average Exercise Price Unvested balance, at end of period (in dollars per share) | $ / shares | $ 10.26 | $ 6.40 |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value unvested | $ | $ 23,245 | |
Unrecognized equity-based compensation costs | $ | $ 76,400 | |
Cost expected to be recognized over a weighted-average period | 2 years 10 months 24 days | |
Market-based Restricted Stock Units | ||
Shares | ||
Unvested balance, at beginning of period (in shares) | 1,095,978 | |
Granted (in shares) | 1,882,463 | |
Forfeited (in shares) | (734,284) | |
Unvested balance, at end of period (in shares) | 1,095,978 | 2,244,157 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Exercise Price Unvested balance, at beginning of period (in dollars per share) | $ / shares | $ 8.43 | |
Granted (in dollars per share) | $ / shares | 5.57 | |
Forfeited (in dollars per share) | $ / shares | 6.42 | |
Weighted Average Exercise Price Unvested balance, at end of period (in dollars per share) | $ / shares | $ 8.43 | $ 7.47 |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value unvested | $ | $ 4,017 | |
Unrecognized equity-based compensation costs | $ | $ 10,600 | |
Cost expected to be recognized over a weighted-average period | 1 year 3 months 18 days | |
Performance-based Restricted Stock Units | ||
Shares | ||
Unvested balance, at beginning of period (in shares) | 24,876 | |
Granted (in shares) | 49,876 | |
Exercised (in shares) | (12,500) | |
Expired (in shares) | 12,500 | |
Unvested balance, at end of period (in shares) | 24,876 | |
Aggregate Intrinsic Value | ||
Aggregate Intrinsic Value granted | $ | $ 500 | |
Minimum | RSU's | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting term | 2 years | |
Minimum | Market-based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting term | 3 years | |
Maximum | RSU's | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting term | 4 years | |
Maximum | Market-based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting term | 4 years |
Stock-based compensation - St_3
Stock-based compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 8,396 | $ 4,217 | $ 9,034 | $ 26,906 |
Codecademy [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 1,600 | |||
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 82 | 132 | ||
Content and software development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 1,782 | 276 | 530 | 6,207 |
Selling and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 1,915 | 621 | 947 | 4,933 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 4,617 | $ 3,320 | $ 7,557 | $ 15,634 |
Revenue - Disaggregated revenue
Revenue - Disaggregated revenue and geography information (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | $ 139,390 | $ 140,153 | $ 102,494 | $ 215,620 | $ 414,803 |
SaaS subscription services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 93,127 | 82,593 | 97,406 | 126,833 | 272,443 |
Professional services | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 4,617 | 4,354 | 5,088 | 6,339 | 13,429 |
Software Licenses And Other [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 224 | 635 | |||
Instructor led training | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 41,422 | 53,206 | 82,448 | 128,296 | |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 92,177 | 85,421 | 77,489 | 132,785 | 268,096 |
Other Americas | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 7,099 | 9,554 | 5,197 | 15,076 | 23,075 |
Europe, Middle East and Africa | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | 35,230 | 40,485 | 14,283 | 60,563 | 109,031 |
Asia-Pacific | |||||
Disaggregation of Revenue [Line Items] | |||||
Total net revenues | $ 4,884 | $ 4,693 | $ 5,525 | $ 7,196 | $ 14,601 |
Revenue - Deferred revenue (Det
Revenue - Deferred revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | |
Movement in Deferred Revenue [Roll Forward] | |||
Deferred revenue, Beginning balance | $ 215,762 | $ 236,612 | $ 260,949 |
Billings deferred | 122,202 | 119,724 | 92,106 |
Recognition of prior deferred revenue | (139,390) | (140,574) | (134,839) |
Acquisition of Codecademy | 18,396 | ||
Deferred revenue, Ending balance | $ 198,574 | $ 215,762 | $ 236,612 |
Revenue - Deferred contract acq
Revenue - Deferred contract acquisition cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | |
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward] | |||
Deferred contract acquisition costs at beginning balance | $ 14,002 | $ 13,780 | $ 13,248 |
Contract acquisition costs | 5,213 | 3,964 | 4,265 |
Recognition of contract acquisition costs | (6,317) | (3,742) | (3,733) |
Deferred contract acquisition costs at ending balance | $ 12,898 | $ 14,002 | $ 13,780 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2022 | Jun. 17, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value adjustment of hedge instruments | $ 20,314 | $ 5,249 | |
Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total assets and liabilities recorded at fair value | 7,368 | 7,368 | |
Level 2 | Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total assets and liabilities recorded at fair value | 5,249 | 5,249 | |
Level 3 | Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total assets and liabilities recorded at fair value | 2,119 | 2,119 | |
Interest Rate Swap [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Notional amount | $ 300,000 | ||
Fair value adjustment of hedge instruments | 20,300 | 5,200 | |
Interest Rate Swap [Member] | Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total assets recorded at fair value | 5,249 | 5,249 | |
Interest Rate Swap [Member] | Level 2 | Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total assets recorded at fair value | 5,249 | 5,249 | |
Liability Classified Warrants | Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total liabilities recorded at fair value | 2,119 | 2,119 | |
Liability Classified Warrants | Level 3 | Recurring member | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Total liabilities recorded at fair value | $ 2,119 | $ 2,119 |
Fair Value Measurements - Succe
Fair Value Measurements - Successor Company Warrants (Details) $ / shares in Units, $ in Thousands | Oct. 31, 2022 USD ($) $ / shares shares | Jun. 11, 2021 shares | Jan. 31, 2021 shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants purchased | 45,667,000 | 705,882 | 705,882 |
Private Placement Warrants - Sponsor | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants purchased | 16,300,000 | ||
Strike Price | $ / shares | $ 11.50 | ||
Fair Value | $ | $ 2,119 | ||
Risk-free interest rates | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.0435 | ||
Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.600 | ||
Expected lives (years) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 3.6 | ||
Value per unit | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement input | 0.13 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Jan. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities recorded at fair value | $ 2,119 | $ 11,247 | $ 28,199 |
Recurring member | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities recorded at fair value | 2,119 | ||
Level 3 | Recurring member | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities recorded at fair value | $ 2,119 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 31, 2022 | Oct. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value as of beginning period | $ 11,247 | $ 28,199 |
Unrealized gains (losses) recognized as other income | (9,128) | (26,080) |
Fair value as of Ending period | $ 2,119 | $ 2,119 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Segment Information - Segment r
Segment Information - Segment results (Details) - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |||||
Oct. 12, 2020 | Jun. 11, 2021 | Jul. 31, 2021 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 139,390 | $ 140,153 | $ 102,494 | $ 215,620 | $ 414,803 | ||||||
Operating expenses | 748,093 | 150,600 | 140,484 | 244,307 | 1,179,521 | ||||||
Operating income (loss) | (608,702) | (10,447) | (37,990) | (28,687) | (764,718) | ||||||
Non-operating (expense) income | 1,602 | (661) | (167) | (1,653) | 2,733 | ||||||
Fair value adjustment of warrants | $ (7,400) | 9,128 | (36,838) | 900 | (19,723) | 26,080 | |||||
Fair value adjustment of hedge instruments | 20,314 | 5,249 | |||||||||
Interest expense, net | (14,487) | (6,988) | (16,703) | (16,304) | (37,302) | ||||||
Benefit from (provision for) income taxes | 8,832 | 6,168 | 3,521 | 8,165 | 34,234 | ||||||
Net loss from continuing operations | (583,314) | (48,766) | (50,439) | (58,202) | (733,724) | ||||||
Gain on sale of business | 53,756 | 53,756 | |||||||||
Income from discontinued operations, net of tax | 1,215 | 5,911 | 1,175 | 3,494 | 8,483 | ||||||
Net (loss) income | $ (11,859) | $ (11,854) | (528,343) | $ (121,499) | $ (21,643) | (42,855) | $ (37,405) | (49,264) | (54,708) | (671,485) | |
Depreciation expense | 3,572 | 4,309 | 5,323 | ||||||||
Skillsoft | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 97,968 | 86,947 | 102,494 | 133,160 | 286,507 | ||||||
Operating expenses | 702,867 | 92,595 | 140,484 | 154,047 | 967,888 | ||||||
Operating income (loss) | (604,899) | (5,648) | (37,990) | (20,887) | (681,381) | ||||||
Depreciation expense | 800 | 800 | $ 1,800 | 1,400 | 2,300 | ||||||
Global Knowledge Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 41,422 | 53,206 | 82,460 | 128,296 | |||||||
Operating expenses | 45,226 | 58,005 | 90,260 | 211,633 | |||||||
Operating income (loss) | (3,804) | (4,799) | (7,800) | (83,337) | |||||||
Depreciation expense | $ 500 | $ 700 | $ 1,100 | $ 1,400 |
Segment Information - Segment a
Segment Information - Segment assets (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 1,595,401 | $ 2,221,948 |
Skillsoft | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,371,061 | 1,648,160 |
Global Knowledge Segment | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 224,340 | 344,902 |
Total assets classified as discontinued operations | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 228,886 |
Segment Information - Long-live
Segment Information - Long-lived tangible assets by geographic region (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jan. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total | $ 10,657 | $ 11,475 |
United States | ||
Segment Reporting Information [Line Items] | ||
Total | 8,750 | 9,482 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Total | 205 | 313 |
Rest of world | ||
Segment Reporting Information [Line Items] | ||
Total | $ 1,702 | $ 1,680 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | Oct. 31, 2022 item |
Segment Information | |
Number of learning paths (channels) in skillsoft | 700 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||||
Jun. 11, 2021 | Jul. 31, 2021 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | |
Net Loss Per Share | ||||||||||
Net loss from continuing operations | $ (583,314) | $ (48,766) | $ (50,439) | $ (58,202) | $ (733,724) | |||||
Net income from discontinued operations | 54,971 | 5,911 | 1,175 | 3,494 | 62,239 | |||||
Net loss | $ (11,859) | $ (11,854) | $ (528,343) | $ (121,499) | $ (21,643) | $ (42,855) | $ (37,405) | $ (49,264) | $ (54,708) | $ (671,485) |
Weighted average common shares outstanding: | ||||||||||
Weighted average common shares outstanding - Basic | 164,368 | 133,116 | 4,000 | 133,116 | 157,137 | |||||
Weighted average common shares outstanding - Diluted | 164,368 | 133,116 | 4,000 | 133,116 | 157,137 | |||||
(Loss) income per share: | ||||||||||
Basic - continuing operations | $ (3.54) | $ (0.37) | $ (12.61) | $ (0.44) | $ (4.67) | |||||
Basic - discontinued operations | 0.33 | 0.04 | 0.29 | 0.03 | 0.40 | |||||
Basic | (3.21) | (0.32) | (12.32) | (0.41) | (4.27) | |||||
Diluted - continuing operations | (3.54) | (0.37) | (12.61) | (0.44) | (4.67) | |||||
Diluted - discontinued operations | 0.33 | 0.04 | 0.29 | 0.03 | 0.40 | |||||
Diluted | $ (3.21) | $ (0.32) | $ (12.32) | $ (0.41) | $ (4.27) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive (Details) - shares | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2022 | Jan. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants purchased | 705,882 | 45,667,000 | 705,882 | |
Antidilutive securities | 706,000 | 67,630,000 | 79,849,000 | |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 706,000 | 61,967,000 | 61,967,000 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 2,198,000 | 2,652,000 | ||
RSU's | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 3,465,000 | 15,230,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Jun. 11, 2021 | Dec. 31, 2021 | Aug. 27, 2020 | |
Related Party Transaction [Line Items] | |||
Term of strategic support agreement | 1 year | ||
Remaining revenue performance obligation | $ 0.7 | ||
Transaction fee | $ 2 | ||
First Out Term Loans | |||
Related Party Transaction [Line Items] | |||
Outstanding borrowings | $ 110 | ||
Second Out Term Loan Facility | |||
Related Party Transaction [Line Items] | |||
Outstanding borrowings | $ 410 |