Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2021 | Dec. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2021 | |
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 | 133,164,526 | |
Entity Central Index Key | 0001774675 | |
Current Fiscal Year End Date | --01-31 | |
Document Fiscal Year Focus | 2022 | |
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 | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Current assets: | ||||||||||||||||||
Cash and cash equivalents | $ 117,299 | $ 92,009 | $ 70,836 | $ 80,671 | $ 70,836 | $ 117,299 | $ 80,671 | $ 92,009 | $ 70,836 | $ 71,479 | ||||||||
Restricted cash | 2,680 | 2,680 | 2,964 | |||||||||||||||
Accounts receivable, less reserves of approximately $2,173 and $294 as of October 31, 2021 and January 31, 2021, respectively | 136,890 | 136,890 | 179,784 | |||||||||||||||
Prepaid expenses and other current assets | 42,066 | 42,066 | 30,326 | |||||||||||||||
Total current assets | 262,307 | 262,307 | 284,553 | |||||||||||||||
Property and equipment, net | 17,253 | 17,253 | 13,780 | |||||||||||||||
Goodwill | 494,869 | $ 865,981 | $ 865,981 | 872,291 | 494,869 | 872,291 | 495,004 | |||||||||||
Intangible assets, net | 904,797 | 904,797 | 728,633 | |||||||||||||||
Right of use assets | 21,928 | 21,928 | 15,131 | |||||||||||||||
Other assets | 10,083 | 10,083 | 8,636 | |||||||||||||||
Total assets | 2,088,659 | 2,088,659 | 1,545,737 | |||||||||||||||
Current liabilities: | ||||||||||||||||||
Current maturities of long-term debt | 4,800 | 4,800 | 5,200 | |||||||||||||||
Borrowings under accounts receivable facility | 11,080 | 11,080 | 17,022 | |||||||||||||||
Accounts payable | 31,472 | 31,472 | 7,425 | |||||||||||||||
Accrued compensation | 38,681 | 38,681 | 36,375 | |||||||||||||||
Accrued expenses and other current liabilities | 55,772 | 55,772 | 23,125 | |||||||||||||||
Lease liabilities | 7,687 | 7,687 | 4,740 | |||||||||||||||
Deferred revenue | 246,188 | 246,188 | 257,549 | |||||||||||||||
Total current liabilities | 395,680 | 395,680 | 351,436 | |||||||||||||||
Long-term debt | 462,996 | 462,996 | 510,236 | |||||||||||||||
Warrant liabilities | 65,363 | 65,363 | 900 | |||||||||||||||
Deferred tax liabilities | 91,497 | 91,497 | 81,008 | |||||||||||||||
Long term lease liabilities | 15,209 | 15,209 | 13,155 | |||||||||||||||
Deferred revenue - non-current | 1,883 | 1,883 | 3,035 | |||||||||||||||
Other long-term liabilities | 9,699 | 9,699 | 5,998 | |||||||||||||||
Total long-term liabilities | 646,647 | 646,647 | 614,332 | |||||||||||||||
Commitments and contingencies | ||||||||||||||||||
Shareholders' equity : | ||||||||||||||||||
Common stock | 11 | 11 | 40 | |||||||||||||||
Additional paid-in capital | 1,301,319 | 1,301,319 | 674,333 | |||||||||||||||
Accumulated deficit | (255,132) | (255,132) | (93,722) | |||||||||||||||
Accumulated other comprehensive income (loss) | 134 | 134 | (682) | |||||||||||||||
Total shareholders' equity | $ 105,027 | $ 666,973 | $ 530,275 | $ 666,973 | $ 1,086,356 | $ 1,086,356 | $ 635,827 | 1,046,332 | $ 542,336 | $ 635,827 | $ (3,268,987) | $ (3,196,275) | $ 530,275 | 1,046,332 | $ 666,973 | $ 635,827 | 579,969 | $ (2,761,744) |
Total liabilities and shareholders' equity | $ 2,088,659 | $ 2,088,659 | $ 1,545,737 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 5 Months Ended | 12 Months Ended |
Oct. 31, 2021 | Oct. 31, 2021 | Jan. 31, 2021 | |
Reserve for accounts receivable | $ 2,173 | $ 2,173 | $ 294 |
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.01 |
Common stock, shares, authorized | 1,000,000,000 | ||
Common stock, shares, issued | 4,000,000 | ||
Common stock shares outstanding | 4,000,000 | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Predecessor |
Class A Common Stock | |||
Common stock par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares, authorized | 375,000,000 | 375,000,000 | 800,000,000 |
Common stock, shares, issued | 133,164,526 | 133,164,526 | 3,840,000 |
Common stock shares outstanding | 133,164,526 | 133,164,526 | 3,840,000 |
Class B Common Stock | |||
Common stock, shares, authorized | 200,000,000 | ||
Common stock, shares, issued | 160,000 | ||
Common stock shares outstanding | 160,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 7 Months Ended |
Aug. 27, 2020 | Oct. 31, 2020 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | |
Revenues: | ||||||
Total revenues | $ 38,687 | $ 36,973 | $ 170,559 | $ 139,636 | $ 261,572 | $ 273,851 |
Operating expenses: | ||||||
Costs of revenues | 6,329 | 15,882 | 48,891 | 35,881 | 76,897 | 52,160 |
Content and software development | 5,208 | 10,919 | 16,437 | 24,084 | 26,316 | 38,986 |
Selling and marketing | 8,259 | 18,193 | 39,938 | 41,940 | 62,171 | 75,028 |
General and administrative | 5,440 | 10,075 | 28,120 | 17,217 | 45,194 | 37,455 |
Amortization of intangible assets | 4,230 | 15,890 | 37,064 | 50,902 | 57,087 | 34,378 |
Impairment of goodwill and intangible assets | 332,376 | |||||
Recapitalization and acquisition-related costs | 64 | 8,225 | 3,687 | 6,938 | 13,682 | 32,099 |
Restructuring | 38 | 80 | 777 | (703) | 1,093 | 1,179 |
Total operating expenses | 29,568 | 79,264 | 174,914 | 176,259 | 282,440 | 603,661 |
Operating (loss) income | 9,119 | (42,291) | (4,355) | (36,623) | (20,868) | (329,810) |
Other (expense) income, net | (541) | 717 | (611) | (493) | (1,308) | 1,268 |
Fair value adjustment of warrants | 2,900 | (36,838) | 900 | (19,723) | ||
Interest income | 21 | 9 | 18 | 64 | 30 | 105 |
Interest expense | (1,287) | (7,919) | (7,510) | (16,820) | (17,366) | (168,341) |
Reorganization items, net | 3,339,837 | 3,329,245 | ||||
(Loss) income before (benefit from) provision for income taxes | 3,347,149 | (46,584) | (49,296) | (52,972) | (59,235) | 2,832,467 |
(Benefit from) provision for income taxes | 78,254 | (7,870) | (6,441) | (3,708) | (4,527) | 68,455 |
Net (loss) income | $ 3,268,895 | $ (38,714) | $ (42,855) | $ (49,264) | $ (54,708) | $ 2,764,012 |
(Loss) income per share: | ||||||
Ordinary - Basic | $ 32,656.29 | $ (9.68) | $ (0.32) | $ (12.32) | $ (0.41) | $ 27,612.51 |
Ordinary - Diluted | $ 32,656.29 | $ (9.68) | $ (0.32) | $ (12.32) | $ (0.41) | $ 27,612.51 |
Weighted average common share outstanding: | ||||||
Ordinary - Basic | 100,100 | 4,000,000 | 133,116,000 | 4,000,000 | 133,096,000 | 100,100 |
Ordinary - Diluted | 100,100 | 4,000,000 | 133,116,000 | 4,000,000 | 133,096,000 | 100,100 |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Successor | Predecessor | Successor | Predecessor |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 7 Months Ended |
Aug. 27, 2020 | Oct. 31, 2020 | Oct. 31, 2021 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | |
Comprehensive loss: | ||||||
Net (loss) income | $ 3,268,895 | $ (38,714) | $ (42,855) | $ (49,264) | $ (54,708) | $ 2,764,012 |
Other comprehensive income (loss) - Foreign currency adjustment, net of tax | 92 | 168 | (772) | (430) | 134 | (2,268) |
Comprehensive (loss) income | $ 3,268,987 | $ (38,546) | $ (43,627) | $ (49,694) | $ (54,574) | $ 2,761,744 |
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Successor | Predecessor | Successor | Predecessor |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT) - USD ($) $ in Thousands | Ordinary SharesSkillsoft | Ordinary Shares | Additional Paid-In CapitalSkillsoft | Additional Paid-In CapitalGK | Additional Paid-In CapitalPublic Warrants | Additional Paid-In CapitalPrivate Placement Warrants - CEO | Additional Paid-In Capital | Accumulated (Deficit) Equity | Accumulated Other Comprehensive (Loss) Income | Skillsoft | GK | Public Warrants | Private Placement Warrants - CEO | Total |
Balance at Jan. 31, 2020 | $ 138 | $ 83 | $ (2,761,499) | $ (466) | $ (2,761,744) | |||||||||
Balance (in shares) at Jan. 31, 2020 | 100,100 | |||||||||||||
Translation adjustment | (629) | (629) | ||||||||||||
Net (loss) income | (433,902) | (433,902) | ||||||||||||
Balance at Apr. 30, 2020 | $ 138 | 83 | (3,195,401) | (1,095) | $ (3,196,275) | |||||||||
Balance (in shares) at Apr. 30, 2020 | 100,100 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Jan. 31, 2020 | $ 138 | 83 | (2,761,499) | (466) | $ (2,761,744) | |||||||||
Balance (in shares) at Jan. 31, 2020 | 100,100 | |||||||||||||
Translation adjustment | (2,268) | |||||||||||||
Net (loss) income | 2,764,012 | |||||||||||||
Balance at Aug. 27, 2020 | $ 40 | 666,933 | $ 666,973 | |||||||||||
Balance (in shares) at Aug. 27, 2020 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Jan. 31, 2020 | $ 138 | 83 | (2,761,499) | (466) | $ (2,761,744) | |||||||||
Balance (in shares) at Jan. 31, 2020 | 100,100 | |||||||||||||
Balance at Oct. 31, 2020 | $ 40 | 674,333 | (38,714) | 168 | $ 635,827 | |||||||||
Balance (in shares) at Oct. 31, 2020 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Jan. 31, 2020 | $ 138 | 83 | (2,761,499) | (466) | $ (2,761,744) | |||||||||
Balance (in shares) at Jan. 31, 2020 | 100,100 | |||||||||||||
Balance at Jan. 31, 2021 | $ 40 | 674,333 | (93,722) | (682) | $ 579,969 | |||||||||
Balance (in shares) at Jan. 31, 2021 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Apr. 30, 2020 | $ 138 | 83 | (3,195,401) | (1,095) | $ (3,196,275) | |||||||||
Balance (in shares) at Apr. 30, 2020 | 100,100 | |||||||||||||
Translation adjustment | (1,731) | (1,731) | ||||||||||||
Net (loss) income | (70,981) | (70,981) | ||||||||||||
Balance at Jul. 31, 2020 | $ 138 | 83 | (3,266,382) | (2,826) | $ (3,268,987) | |||||||||
Balance (in shares) at Jul. 31, 2020 | 100,100 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Translation adjustment | 92 | $ 92 | ||||||||||||
Net (loss) income | 3,268,895 | 3,268,895 | ||||||||||||
Cancellation of Predecessor equity | $ (138) | (83) | 221 | |||||||||||
Cancellation of Predecessor equity (in shares) | (100,100) | |||||||||||||
Elimination of predecessor accumulated Other Comprehensive Loss | (2,734) | 2,734 | ||||||||||||
Issuance of Successor shares | $ 40 | 666,933 | 666,973 | |||||||||||
Issuance of Successor shares (in shares) | 4,000,000 | |||||||||||||
Balance at Aug. 27, 2020 | $ 40 | 666,933 | $ 666,973 | |||||||||||
Balance (in shares) at Aug. 27, 2020 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Jul. 31, 2020 | $ 138 | 83 | (3,266,382) | (2,826) | $ (3,268,987) | |||||||||
Balance (in shares) at Jul. 31, 2020 | 100,100 | |||||||||||||
Balance at Oct. 31, 2020 | $ 40 | 674,333 | (38,714) | 168 | $ 635,827 | |||||||||
Balance (in shares) at Oct. 31, 2020 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Aug. 27, 2020 | $ 40 | 666,933 | $ 666,973 | |||||||||||
Balance (in shares) at Aug. 27, 2020 | 4,000,000 | |||||||||||||
Balance at Aug. 28, 2020 | $ 40 | 666,933 | $ 666,973 | |||||||||||
Balance (in shares) at Aug. 28, 2020 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Aug. 27, 2020 | $ 40 | 666,933 | $ 666,973 | |||||||||||
Balance (in shares) at Aug. 27, 2020 | 4,000,000 | |||||||||||||
Impact of Warrant modification | 7,400 | 7,400 | ||||||||||||
Translation adjustment | 168 | 168 | ||||||||||||
Net (loss) income | (38,714) | (38,714) | ||||||||||||
Balance at Oct. 31, 2020 | $ 40 | 674,333 | (38,714) | 168 | $ 635,827 | |||||||||
Balance (in shares) at Oct. 31, 2020 | 4,000,000 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
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) income | (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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
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) income | (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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
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) income | (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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||||||||||
Balance at Jun. 12, 2021 | $ 3 | 305,447 | (200,423) | $ 105,027 | ||||||||||
Balance (in shares) at Jun. 12, 2021 | 51,559,021 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |||||||||||||
Balance at Jun. 11, 2021 | $ 40 | 674,333 | (142,986) | (1,112) | $ 530,275 | |||||||||
Balance (in shares) at Jun. 11, 2021 | 4,000,000 | |||||||||||||
Issuance of shares, PIPE Investment | $ 5 | 608,161 | 608,166 | |||||||||||
Issuance of shares, PIPE Investment (in shares) | 53,000,000 | |||||||||||||
Issuance of shares | $ 3 | $ 306,372 | $ 14,000 | $ 306,375 | $ 14,000 | |||||||||
Issuance of shares (in shares) | 28,500,000 | |||||||||||||
Reclassify Warrants to equity | $ 56,120 | $ 2,800 | $ 56,120 | $ 2,800 | ||||||||||
Cash payout for fractional shares | (1) | (1) | ||||||||||||
Share-based compensation | 4,817 | 4,817 | ||||||||||||
Translation adjustment | 906 | 906 | ||||||||||||
Net (loss) income | (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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |||||||||||||
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) income | (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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |||||||||||||
Balance at Jun. 12, 2021 | $ 3 | 305,447 | (200,423) | $ 105,027 | ||||||||||
Balance (in shares) at Jun. 12, 2021 | 51,559,021 | |||||||||||||
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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | |||||||||||||
Issuance of shares (in shares) | 166,667 | |||||||||||||
Share-based compensation | 4,217 | $ 4,217 | ||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded | (614) | (614) | ||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded (in shares) | (61,162) | |||||||||||||
Translation adjustment | (772) | (772) | ||||||||||||
Net (loss) income | (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 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Cash flows from operating activities: | |||||||||||||||||
Net (loss) income | $ (38,714) | $ (49,264) | $ (54,708) | $ 2,764,012 | |||||||||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||||||||
Share-based compensation | 9,034 | ||||||||||||||||
Depreciation and amortization | 1,509 | 3,572 | 4,309 | 5,864 | |||||||||||||
Amortization of intangible assets | $ 4,230 | 15,890 | $ 37,064 | 50,902 | 57,087 | 34,378 | |||||||||||
Change in bad debt reserve | 186 | (174) | (668) | 24 | |||||||||||||
(Benefit from) provision for income taxes - non-cash | (8,214) | (5,886) | (9,937) | 66,234 | |||||||||||||
Non-cash interest expense | 143 | 487 | 913 | 2,407 | |||||||||||||
Impairment of intangible assets | 332,376 | ||||||||||||||||
Fair value adjustment to warrants | (2,900) | 36,838 | (900) | 19,723 | |||||||||||||
Right-of-use asset | 1,245 | 748 | 3,473 | 1,594 | |||||||||||||
Non-cash reorganization items, net | (3,353,326) | ||||||||||||||||
Changes in current assets and liabilities, net of effects from acquisitions: | |||||||||||||||||
Accounts receivable | (24,396) | 88,622 | (8,446) | 116,478 | |||||||||||||
Prepaid expenses and other current assets | (4,017) | 1,828 | (5,002) | 66 | |||||||||||||
Accounts payable | 3,776 | (4,866) | (1,636) | (7,909) | |||||||||||||
Accrued expenses, including long-term | 11,888 | (18,592) | 13,962 | 145,816 | |||||||||||||
Lease liability | (1,510) | (1,301) | (4,046) | (2,332) | |||||||||||||
Deferred revenue | 47,987 | (31,365) | (24,599) | (101,765) | |||||||||||||
Net cash (used in) provided by operating activities | 2,873 | 33,811 | (541) | 3,917 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||
Purchase of property and equipment | (1,340) | (641) | (4,351) | (3,105) | |||||||||||||
Internally developed software - capitalized costs | (908) | (2,350) | (2,293) | (3,819) | |||||||||||||
Acquisition of Skillsoft, net of cash received | (156,926) | ||||||||||||||||
Acquisition of Global Knowledge, net of cash received | (386,035) | ||||||||||||||||
Acquisition of Pluma, net of cash received | (18,646) | ||||||||||||||||
Net cash used in investing activities | (2,248) | (2,991) | (568,251) | (6,924) | |||||||||||||
Cash flows from financing activities: | |||||||||||||||||
Borrowings under revolving line of credit, net of repayments | 19,500 | ||||||||||||||||
Borrowings under DIP Facility | 60,000 | ||||||||||||||||
Proceeds from Exit Facility borrowing | 50,000 | ||||||||||||||||
Debt issuance costs associated with DIP and Exit Facilities | (19,524) | ||||||||||||||||
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded | (614) | ||||||||||||||||
Proceeds from equity investment (PIPE) | 530,000 | ||||||||||||||||
Proceeds from issuance of term loans, net of fees | 464,290 | ||||||||||||||||
Principal payments on capital lease obligation | (162) | (370) | (407) | (532) | |||||||||||||
Proceeds from accounts receivable facility, net of borrowings | (28,909) | (23,198) | (35,787) | ||||||||||||||
Proceeds from accounts receivable facility, net of borrowings | 16,577 | ||||||||||||||||
Repayments of First and Second Out loans | (1,300) | (605,591) | |||||||||||||||
Net cash provided by (used in) financing activities | (29,071) | 14,907 | 364,480 | 73,657 | |||||||||||||
Effect of exchange rate changes on cash and cash equivalents | 699 | 203 | (820) | (2,139) | |||||||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (27,747) | 45,930 | (205,132) | 68,511 | |||||||||||||
Cash, cash equivalents and restricted cash, beginning of period | $ 120,373 | $ 102,315 | $ 288,483 | $ 120,373 | 102,315 | $ 74,443 | $ 33,804 | 74,443 | 120,373 | 33,804 | $ 33,804 | $ 33,804 | |||||
Cash, cash equivalents and restricted cash, end of period | 288,483 | $ 120,373 | 102,315 | 74,568 | 83,351 | $ 74,568 | 120,373 | 83,351 | 102,315 | 74,568 | 74,443 | $ 33,804 | |||||
Supplemental disclosure of cash flow information: | |||||||||||||||||
Cash and cash equivalents | 117,299 | 92,009 | 70,836 | 80,671 | 70,836 | 117,299 | 80,671 | 92,009 | 70,836 | 71,479 | |||||||
Restricted cash | 3,074 | 10,306 | 3,732 | 2,680 | 3,732 | 3,074 | 2,680 | 10,306 | 3,732 | ||||||||
Cash, cash equivalents and restricted cash, end of period | $ 288,483 | $ 120,373 | $ 102,315 | 74,568 | $ 83,351 | $ 74,568 | 120,373 | 83,351 | 102,315 | $ 74,568 | $ 74,443 | $ 33,804 | |||||
Supplemental disclosure of cash flow information and non-cash investing and financing activities: | |||||||||||||||||
Cash paid for interest | 16,439 | 5,030 | |||||||||||||||
Cash paid for income taxes, net of refunds | 560 | 1,161 | 1,505 | 913 | |||||||||||||
Unpaid capital expenditures | $ 140 | $ 39 | 123 | 1,039 | |||||||||||||
Note issued to parent entity for paid in kind interest | 160,000 | ||||||||||||||||
Lease liabilities arising from right-of-use assets and tenant improvements recognized upon adoption of new accounting standard | $ 19,415 | ||||||||||||||||
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 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Oct. 31, 2021 | |
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”) by and between Churchill and Software Luxembourg. 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, with nominal value of $0.01 per share (“Skillsoft 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, with nominal value of $0.01 per share (“Skillsoft Class B Shares”), 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 Skillsoft 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 the sum of $20,000,000 to be issued by the Surviving Corporation (as defined in the Skillsoft Merger Agreement) or one of its subsidiaries, in each case, pro rata among the holders of Churchill Class C common stock issued in connection with the Skillsoft Merger. Prior to the closing of the Skillsoft Merger, the Company consummated the 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. (the “Company”). In addition, the Company changed its fiscal year end from December 31 to January 31. On June 11, 2021, the Company completed the acquisition of Albert DE Holdings Inc. (“Global Knowledge” and such acquisition, the “Global Knowledge Merger”), a worldwide leader in IT and professional skills development. Software Luxembourg Holding (“ 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. Pointwell is a wholly owned subsidiary of Software Luxembourg, held indirectly through two holding companies, Software Luxembourg Intermediate S.à r.l. and Software Luxembourg Acquisition S.à r.l, both private limited liability companies incorporated and organized under the laws of the Grandy Duchy of Luxembourg. Prior to August 28, 2020, Pointwell had been a direct wholly owned subsidiary of Evergreen Skills Lux S.à r.l., with an ultimate parent company of Evergreen Skills Top Holding Lux, both private limited liability companies incorporated and organized under the laws of the Grand Duchy of Luxembourg. Successor and Predecessor Periods References to “Successor” or “Successor Company” relate to the consolidated financial position and results of operations of Skillsoft subsequent to June 11, 2021, the date when the acquisitions of Predecessor (SLH) and Global Knowledge were completed. References to “Predecessor (SLH)” relate to the consolidated financial position and results of operations of Software Luxembourg Holding between August 28, 2020 and June 11, 2021 (its last date of operations prior to the merger). Operating results for the acquired business on June 11, 2021 were credited to the Predecessor (SLH) in the accompanying consolidated statement of operations. The funds received from the PIPE investments and transferred for the business combinations closing on June 11, 2021 recorded in the Successor period of the consolidated statement of cash flows. References to “Predecessor (PL)” relate to the consolidated financial position and results of operations of Pointwell prior to August 28, 2020. Description of Business The Company provides, through its Skillsoft, Global Knowledge (“GK”) and SumTotal 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, and practice labs), organizations can meaningfully increase learner engagement and retention. Skillsoft’s offerings are delivered 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 2021 is the fiscal year ended January 31, 2021 Basis of Financial Statement Preparation The accompanying condensed consolidated financial statements include the accounts of Skillsoft (Successor), Software Luxembourg (Predecessor (SLH)) and Pointwell (Predecessor (PL)) 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 10 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 accompanying condensed consolidated balance sheet as of January 31, 2021 was derived from the audited consolidated financial statements of Software Luxembourg (Predecessor (SLH)) and does not include all disclosures required by U.S. GAAP for annual financial statements. The audited consolidated financial statements as of and for the year ended January 31, 2021 of Software Luxembourg (Predecessor (SLH)), which were included in the Company’s Form 8-K/A filing on June 17, 2021, contains the information and footnotes necessary for such presentation. Accordingly, the financial statements contained in these interim financial statements should be read in conjunction with the audited consolidated financial statements of Software Luxembourg (Predecessor (SLH)) for the year ended January 31, 2021. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 40 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, 2021 | |
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 and Recent Accounting Pronouncements in the Software Luxembourg audited financial statements for the year ended January 31, 2021, which were included in the Company’s Form 8-K/A filing on June 17, 2021. There have been no changes to these policies during the period ended October 31, 2021, except as noted below. Stock-based Compensation The Company recognizes compensation expense for stock options and time-based restricted stock units granted to employees on a straight-line basis over the service period that awards are expected to vest, based on the estimated fair value of the awards on the date of the grant. The Company calculates the fair value of stock-options with service based vesting conditions on the date of grant and uses the Black-Scholes model to estimate the fair value of stock options. In estimating the fair value of options, the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time to vesting and the contractual life of the options. The Company recognizes forfeitures as they occur. For restricted-stock units that have market conditions or performance conditions, the Company recognizes compensation expense using an accelerated attribution method. Derivative Liabilities The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification (which includes 16.3 million of private placement warrants held by the sponsors for Churchill), the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations. Contract Acquisition Costs The Company recognizes deferred contract acquisition costs over (i) the expected customer relationship period in the case of new customers, which is typically 3 to 5 years for initial commissions, and (ii) the contractual term for existing customers for commissions paid in connection with renewals. For each of the Predecessor periods, the Company applied the practical expedient allowing for recognizing expense as incurred sales commissions and other contract acquisition costs, where the amortization period would be one year or less. The Company does not apply the practical expedient for the Successor period. Recently Adopted Accounting Guidance On October 28, 2021, the 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 effective as of June 11, 2021 had the following impact on the Company’s previously reported results: For the period from June 11, 2021 to July 31, 2021 As Previously Reported Impact of Adoption of ASU 2021-08 As Adjusted Total revenues $ 57,912 $ 33,100 $ 91,012 Operating loss (49,613) 33,100 (16,513) Loss before benefit from income taxes (43,039) 33,100 (9,939) Benefit from income taxes (5,504) 7,419 1,915 Net loss (37,535) 25,681 (11,854) Net loss - basic and diluted $ (0.28) $ 0.19 $ (0.09) The adoption of ASU 2021-08 also resulted in the increase of goodwill by $123.5 million attributable to the acquisitions of Software Luxembourg Holdings S.A., Albert DE Holdings, Inc. 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, 2021 | |
Business Combinations | |
Business Combinations | (3) Business Combinations (a) Software Luxembourg Holdings S.A. (“ Predecessor (SLH)” or “Skillsoft Legacy”) On June 11, 2021, Software Luxembourg Holding S.A. merged with and into Churchill Capital Corp II (Churchill) 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 preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Updated Preliminary Purchase Preliminary Purchase Description Price Allocation Adjustments (1)(2) Price Allocation Cash, cash equivalents and restricted cash $ 120,273 $ — $ 120,273 Current assets 118,847 436 119,283 Property and equipment 10,825 — 10,825 Intangible assets 769,799 (4,701) 765,098 Long term assets 18,629 — 18,629 Total assets acquired 1,038,373 (4,265) 1,034,108 Current liabilities (49,056) — (49,056) Debt, including accounts receivable facility (552,977) — (552,977) Deferred revenue (123,300) (113,790) (237,090) Deferred tax liability (99,699) 15,297 (84,402) Long term liabilities (18,325) 1 (18,324) Total liabilities assumed (843,357) (98,492) (941,849) Net assets acquired 195,016 (102,757) 92,259 Goodwill 637,667 102,757 740,424 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. The measurement period adjustments did not have a significant impact on the Company’s results of operations in prior periods. The preliminary 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 $6.4 million in acquisition-related expenses, which primarily consisted of transaction fees and legal, accounting and other professional services that are included in “Recapitalization and transaction-related costs” in the accompanying consolidated statement of operations. Approximately $4.3 million was reported in the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH)) and $2.1 million was reported in the period from June 12, 2021 to October 31, 2021 (Successor). (b) Albert DE Holdings, Inc. (“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 merged Company). The acquisition was accounted for as a business combination under ASC805, 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 preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Updated Preliminary Purchase Preliminary Purchase Description Price Allocation Adjustments (1)(2) Price Allocation 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 (621) 11,780 Total assets acquired 269,105 (621) 268,484 Current liabilities (74,463) (1,468) (75,931) Deferred revenue (23,018) (8,191) (31,209) Deferred tax liabilities (16,934) 876 (16,058) Long term liabilities (4,248) 508 (3,740) Total liabilities assumed (118,663) (8,275) (126,938) Net assets acquired 150,442 (8,896) 141,546 Goodwill 108,008 8,896 116,904 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. The measurement period adjustments did not have a significant impact on the Company’s results of operations in prior periods. The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands): Description Amount Life Trademark/tradename $ 25,400 indefinite Courseware 1,500 3 years Proprietary delivery and development software 2,500 2 years Vendor relationships 43,900 2.6 years Customer relationships 112,500 10.6 years Total $ 185,800 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 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 otherwise at least annually. The Company incurred $0.8 million in acquisition-related expenses, which primarily consisted of transaction fees and legal, accounting and other professional services that are included in “Acquisition related expenses” in the accompanying consolidated statement of operations. Approximately $0.8 million was reported in the period from June 12, 2021 to October 31, 2021 (Successor). Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the results of operations for the Company as though the acquisition of Skillsoft and Global Knowledge had occurred on February 1, 2020 (in thousands): Unaudited Pro Forma Statement of Operations Three months Three months Nine months Nine months ended October 31, ended October 31, ended October 31, ended October 31, 2021 2020 2021 2020 Revenue $ 170,559 $ 162,133 $ 498,821 $ 497,408 Net loss (54,348) (17,782) (80,379) (60,367) 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 acquisition. 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 acquisition been consummated on February 1, 2020. The Successor and Predecessor periods have been combined in the pro forma for the three and nine months ended October 31, 2021 and include adjustments to reflect intangible asset amortization based on the economic values derived from definite-lived intangible assets and interest expense on the new debt financing. Other pro forma adjustments include the following: ● The adoption of ASU 2021-08 is reflected for all Successor and Predecessor periods presented for comparability. ● Gains on reorganization of $3.3 billion are excluded from results presented for the three and nine months ended October 31, 2020. ● Impairment of goodwill and intangible assets recorded in April 2020 of $332.4 million has been excluded from the nine months ended October 31, 2020. ● The pro forma results of operations exclude recapitalization and acquisition-related costs consist of professional fees for legal, investment banking and other advisor costs incurred in connection with the Predecessor’s recapitalization efforts, including the evaluation of strategic alternatives, preparation for the Chapter 11 filing and subsequent emergence in August 2020. Transaction costs related to the business combinations occurring in June 2021 are presented as if they occurred in February 2020. 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 $15.6 million of goodwill and $8.7 million of identified intangible assets, which had a weighted average life of 7.4 years. 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 allocations for the acquisitions 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, 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. With three acquisitions during the period ended October 31, 2021, the Company continues to refine its inputs and estimates inherent in (i) the valuation of intangible assets, (ii) deferred income taxes, (iii) realization of tangible assets and (iv) the accuracy and completeness of liabilities. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Oct. 31, 2021 | |
Intangible Assets | |
Intangible Assets | (4) Intangible Assets Intangible assets consisted of the following (in thousands): October 31, 2021 (Successor) January 31, 2021 (Predecessor (SLH)) Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Developed software/ courseware $ 309,709 $ 27,216 $ 282,493 $ 265,758 $ 24,669 $ 241,089 Customer contracts/ relationships 386,400 7,708 378,692 279,500 3,627 275,873 Vendor relationships 43,900 12,879 31,021 — — — Trademarks and trade names 9,700 582 9,118 6,300 455 5,845 Publishing rights 41,100 3,174 37,926 35,200 2,933 32,267 Backlog 60,900 4,201 56,699 90,200 8,141 82,059 Skillsoft trademark 84,700 — 84,700 91,500 — 91,500 Global Knowledge trademark 25,400 1,252 24,148 — — — Total $ 961,809 $ 57,012 $ 904,797 $ 768,458 $ 39,825 $ 728,633 Amortization expense related to the existing finite-lived intangible assets is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2022 (Remaining 3 months) $ 37,030 2023 168,953 2024 148,443 2025 124,196 2026 118,674 Thereafter 222,801 Total $ 820,097 Amortization expense related to intangible assets in the aggregate was $37.1 million for the three months ended October 31, 2021 (Successor), $57.1 million for the period from June 12, 2021 through October 31, 2021 (Successor), $50.9 million for the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), $15.9 million for the period from August 28, 2020 through October 31, 2020 (Predecessor (SLH)), $4.2 million for the period from August 1, 2020 through August 27, 2020 (Predecessor (PL)) and $34.4 million for the period from February 1, 2020 through August 27, 2020 (Predecessor (PL)). Fresh-start Reporting for Intangible Assets (Predecessor (SLH)) In accordance with ASC 852, with the application of fresh-start reporting, the Company allocated its reorganization value to its individual assets based on their estimated fair values in conformity with ASC 805, including those of intangible assets. Intangible assets were measured based upon estimates of the future performance and cash from the Successor Company at emergence. Values and useful lives assigned to intangible assets were based on estimated value and use of these assets by a market participant. The customer contracts/relationships and backlog were valued using the income approach. The trademarks and trade names were valued using the relief from royalty method. 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 developed software/courseware and publishing rights were valued using the replacement cost approach. 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. Impairment Review Requirements The Company reviews intangible assets subject to amortization if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in remaining useful life. The Company reviews indefinite lived intangible assets, including goodwill, on the annual impairment test date or more frequently if there are indicators of impairment. No such indicators were present during the period ended October 31, 2021. Goodwill for the Predecessor (SLH) represents the excess of the reorganization value over the fair value of tangible and intangible assets in fresh start accounting. Goodwill in the Successor and Predecessor (PL) periods represented the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The Company tests goodwill for impairment on the first day of the last month of the fourth quarter (January 1) in accordance with ASC 350, Intangibles—Goodwill In connection with the impairment evaluation, the Company may first consider qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. Performing a quantitative goodwill impairment test is not necessary if an entity determines based on this assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company fails or elects to bypass the qualitative assessment, the goodwill impairment test must be performed. This test requires a comparison of the carrying value of the reporting unit to its estimated fair value. If the carrying value of a reporting unit’s goodwill exceeds its fair value, an impairment loss equal to the difference is recorded, not to exceed the amount of goodwill allocated to the reporting unit. In determining reporting units, the Company first identifies its operating segments, and then assesses whether any components of these segments constitute a business for which discrete financial information is available and where segment management regularly reviews the operating results of that component. Impairment of Goodwill and Intangible Assets for the Predecessor (PL) Period During the three months ended April 30, 2020, the emergence of COVID-19 as a global pandemic had an adverse impact on our business. While the online learning tools the Company offers have many advantages over traditional in person learning in the current environment, some of the Company’s customers in heavily impacted industries have sought to temporarily reduce spending, resulting in reductions in contract sizes and in some cases cancellations when such contracts have come up for renewal. In addition, identifying and pursuing opportunities for new customers became much more challenging in this environment. In addition to the uncertainty introduced by COVID-19, the Company’s over leveraged capital structure continued to create headwinds. In April 2020, the Company received temporary forbearance from its lenders due to a default on amounts owed under the Senior Credit Facility as a long-term consensual solution was being negotiated with lenders. The uncertainty around the Company’s capital structure and future ownership, continued to hurt its business, as new and existing customers displayed apprehension about the ultimate resolution of the Company’s capital structure and its impact on operations, causing delays and sometimes losses in business. The uncertainty surrounding the Company’s capital structure combined with the potential impact that COVID-19 would have on the Company and the global economy, resulted in a significant decline in the fair value of its reporting units during the first quarter ended April 30, 2020, with the impact being more significant to the SumTotal business on a relative basis due to its smaller scale and forecasted cash flow generation. As part of the Company’s evaluation of impairment indicators based on the circumstances described above as of April 30, 2020, the Company determined its SumTotal long-lived asset group failed the undiscounted cash flow recoverability test. Accordingly, the Company estimated the fair value of its individual long-lived assets to determine if any impairment charges were present. The Company’s estimation of the fair value of definite lived intangible assets included the use of discounted cash flow analyses which reflected estimates of future revenue, customer attrition rates, royalty rates, cash flows, and discount rates. Based on these analyses, the Company concluded the fair values of certain SumTotal intangible assets were lower than their current carrying values, accordingly impairment charges of $62.3 million were recognized in the three months ended April 30, 2020 (Predecessor (PL)). In light of the circumstances above, management also concluded that a triggering event had occurred with respect to the Company’s indefinite-lived Skillsoft trade name as of April 30, 2020. Accordingly, the Company estimated the fair value of the Skillsoft trade name using a discounted cash flow analysis which reflected estimates of future revenue, royalty rates, cash flows, and discount rates. Based on this analysis, the Company concluded the carrying value of the Skillsoft trade name exceeded its fair value, resulting in an impairment charge of $92.2 million in the three months ended April 30, 2020 (Predecessor (PL)). In accordance with ASC 350, for goodwill the Company determined triggering events had occurred and performed an impairment test as of April 30, 2020 that compared the estimated fair value of each reporting unit to their respective carrying values. The prospective financial information used for fiscal years 2021, 2022 and 2023 for these impairment tests was consistent with financial projections included in the Plan of Reorganization and future growth rates tracked to terminal growth rate assumptions. The Company considered the results of both a discounted cash flow (“DCF”) analysis and an EBITDA multiple approach. The Company also considered observable debt trading prices for the debt jointly borrowed by its parent entity and the Company’s subsidiary, Skillsoft Corporation, however, by the end of March 2020, most holders were restricted from trading in anticipation of a restructuring and market prices after that period were therefore less reliable. The results of the impairment tests performed indicated that the carrying value of the Skillsoft and SumTotal reporting units exceeded their estimated fair values determined by the Company. Based on the results of the goodwill impairment testing procedures, the Company recorded a $107.9 million goodwill impairment for the Skillsoft reporting unit and a $70.0 million goodwill impairment for the SumTotal reporting unit. In total, as described in detail above, the Company recorded $332.4 million of goodwill and intangible asset impairment charges for the three months ended April 30, 2020 (Predecessor (PL)), consisting of (i) $62.3 million of impairments of SumTotal definite-lived intangible assets, (ii) an $92.2 million impairment of the Skillsoft trade name, (iii) a $107.9 million goodwill impairment for the Skillsoft reporting unit and (iv) a $70.0 million goodwill impairment for the SumTotal reporting unit. 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 SumTotal GK Consolidated Goodwill, net January 31, 2021 (Predecessor SLH) $ 491,654 $ 3,350 $ — $ 495,004 Foreign currency translation adjustment (135) — — (135) Goodwill, net June 11, 2021 (Predecessor SLH) 491,519 3,350 — $ 494,869 Acquisition of Skillsoft and GK 659,667 75,065 116,413 851,145 Foreign currency translation adjustment (13) (46) 3 (56) Acquisition of Pluma 14,892 — — 14,892 Goodwill, net July 31 2021 (Successor) $ 674,546 $ 75,019 $ 116,416 $ 865,981 Foreign currency translation adjustment (38) (23) (564) (625) Measurement period adjustments 4,992 700 491 6,183 Measurement period adjustments - (Pluma) 752 — — 752 Goodwill, net October 31, 2021(Successor) $ 680,252 $ 75,696 $ 116,343 $ 872,291 Goodwill at October 31, 2021 (Successor) and January 31, 2021 (Predecessor (SLH)), for the Skillsoft segment was $680.3 million and $491.7 million, respectively. There were no accumulated impairment losses for the Skillsoft segment at October 31, 2021 (Successor) and January 31, 2021 (Predecessor (SLH)). Goodwill at October 31, 2021 (Successor) and January 31, 2021 (Predecessor (SLH)), for the SumTotal segment was $75.7 million and $3.4 million, respectively. There were no accumulated impairment losses for the SumTotal segment at October 31, 2021 (Successor) and January 31, 2021 (Predecessor (SLH)). Goodwill at October 31, 2021 (Successor), for the Global Knowledge segment was $116.3 million. There were no accumulated impairment losses for the Global Knowledge segment at October 31, 2021. |
Taxes
Taxes | 9 Months Ended |
Oct. 31, 2021 | |
Taxes | |
Taxes | (5) Taxes For the Successor period from June 12, 2021 through October 31, 2021, the Company recorded a tax benefit of $4.5 million on pretax loss of $59.2 million. The tax benefit reflects current period changes in the Company’s valuation allowance on our deferred tax assets and the impact of foreign rate differential. During the quarter ended October 31, 2021, the Company recorded a reserve of $5.2 million for an uncertain tax position related to the applicability of the base erosion and anti-abuse income tax. For the Predecessor (SLH) period from February 1, 2021 through June 11, 2021, the Company recorded a tax benefit of $3.7 million on pretax loss of $53.0 million. The tax benefit reflects the impact of changes in the Company’s valuation allowance on our deferred tax assets and for foreign rate differential. For the Predecessor (SLH) period from August 28, 2020 through October 31, 2020 the Company recorded a tax benefit of $7.9 million on pretax losses of $46.6 million. The tax benefit reflected the impact of foreign rate differential, changes in the Company’s valuation allowance on our deferred tax assets and the impairment of intangible assets. For the Predecessor (PL) period from February 1, 2020 through August 28, 2020 the Company recorded a tax provision of $68.5 million on pretax gains of $2,832.5 million which primarily related to the recognition of $73.4 million in consolidated tax expense from fresh-start accounting and reorganization items described above being partially offset by a tax benefit recognized upon impairment of the indefinite lived tradename asset described further in Note 4. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Oct. 31, 2021 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | (6) Prepaid Expenses and Other Current Assets Prepaid expense and other current assets in the accompanying consolidated balance sheets consist of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Deferred commission costs – current $ 3,906 $ 3,147 Reclaimable tax 7,368 9,927 Prepaid software maintenance costs 9,090 8,587 Prepaid royalties 2,995 2,958 Prepaid insurance costs 4,441 752 Prepaid employee benefits 1,573 1,620 Other Prepaid expenses 7,690 2,336 Course material 1,625 — Deposits 2,178 — Other receivables 1,164 964 Other current asset 36 35 Total prepaid expenses and other current assets $ 42,066 $ 30,326 |
Other Assets
Other Assets | 9 Months Ended |
Oct. 31, 2021 | |
Other Assets | |
Other Assets | (7) Other Assets Other assets in the accompanying consolidated balance sheets consist of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Deferred commission costs – non-current $ 5,077 $ 4,437 Deposits 3,062 1,618 Other 1,944 2,581 Total other assets $ 10,083 $ 8,636 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Oct. 31, 2021 | |
Accrued Expenses | |
Accrued Expenses | (8) Accrued Expenses Accrued expenses in the accompanying consolidated balance sheets consisted of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Professional fees $ 10,280 $ 8,832 Accrued sales tax/VAT 6,207 5,379 Accrued royalties 1,668 2,152 Accrued tax 3,355 2,634 Accrued interest 7,920 491 Accrued Virtual, on-demand and classroom related costs 13,757 — Refundable payments 2,852 — Other accrued liabilities 9,733 3,637 Total accrued expenses $ 55,772 $ 23,125 |
Restructuring
Restructuring | 9 Months Ended |
Oct. 31, 2021 | |
Restructuring | |
Restructuring | (9) Restructuring In connection with strategic initiatives implemented during the period ended October 31, 2021 (Successor), June 11, 2021 (Predecessor (SLH)), October 31, 2020 (Predecessor (SLH)) and August 27, 2020 (Predecessor (PL)), the Company’s management approved and initiated plans to reduce its cost structure and better align operating expenses with existing economic conditions and the Company’s operating model. The Company recorded $1.1 million of restructuring charges during the period from June 12, 2021 through October 31, 2021 (Successor) and recorded a credit of $0.7 million during the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)). The Company recorded charges of $0.1 million for the period from August 28, 2020 through October 31, 2020, and $1.2 million for the period from February 1, 2020 through August 27, 2020 (Predecessor (PL)), which is included in the statement of operations as restructuring. Substantially all of this charge represents the severance costs of terminated employees. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 9 Months Ended |
Oct. 31, 2021 | |
Leases, Commitments and Contingencies | |
Leases, Commitments and Contingencies | (10) 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 $21.9 million and $22.9 million, respectively, as of October 31, 2021. All leases are classified as operating leases, except an equipment lease agreement for the Company’s hosting services and storage, which qualifies as finance lease under U.S. GAAP. The Company’s lease portfolio includes office space, training centers, equipment 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 twelve 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 incremental borrowing rate represents an estimate of the interest rate the Company would incur at the acquisition date to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular location and currency environment. The Company used a weighted average incremental borrowing rate of 6.12% as of June 11, 2021, the acquisition date, for its operating leases that commenced prior to that date. The Company used an implicit rate provided in the equipment lease agreement for its finance lease 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 consolidated balance sheets as of October 31, 2021. The finance lease is included in the caption “Property and equipment, net” and “Lease Liabilities” on the Company’s consolidated balance sheets as of October 31, 2021. The weighted-average remaining lease term of the Company’s operating leases is 5.4 years, and the remaining lease term of its finance lease is 0.2 year as of October 31, 2021. Lease costs for minimum lease payments are recognized on a straight-line basis over the lease term. The lease costs were $2.1 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 $4.8 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 $3.9 million and related cash payments were $3.6 million for the period from February 1, 2020 to August 27, 2020 (Predecessor (PL)). The lease costs were $1.1 million and related cash payments were $1.1 million for the period from August 28, 2020 to October 31, 2020 (Predecessor (SLH)). Lease costs are included within content and software development, selling and marketing, and general and administrative lines on the consolidated statements of operations, and the operating leases related cash payments were included in the operating cash flows and the finance lease related cash payments were included in the financing cash flows on the 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 consolidated balance sheets as of October 31, 2021 (Successor): Fiscal Year Ended January 31 (in thousands): Operating Leases Finance Lease 2022 (excluding 3 months ended October 31, 2021) $ 2,400 $ 602 2023 8,375 — 2024 4,551 — 2025 3,256 — 2026 1,411 — Thereafter 6,007 — Total future minimum lease payments 26,000 602 Less effects of discounting (3,690) (16) Total lease liabilities $ 22,310 $ 586 Reported as of October 31, 2021 Lease liabilities $ 7,101 $ 586 Long-term lease liabilities 15,209 — Total lease liabilities $ 22,310 $ 586 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. The Company is presently not a party to any material legal proceedings. In connection with the Skillsoft Merger, two lawsuits were filed by Churchill shareholders alleging breaches of fiduciary duty and violations of the disclosure requirements of the Securities Exchange Act of 1934, as amended. These lawsuits were dismissed as of July 6, 2021, and July 7, 2021, respectively, following the completion of the Skillsoft Merger on June 11, 2021. 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 consolidated financial statements. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 31, 2021 | |
Long-Term Debt | |
Long-Term Debt | (11) Long-Term Debt Debt consisted of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Term Loan - current portion $ 4,800 $ 5,200 Current maturities of long-term debt $ 4,800 $ 5,200 Term Loan - long-term portion 475,200 514,800 Less: Fresh-Start Reporting Fair Value Adjustment — (4,564) Less: Original Issue Discount - long-term portion (6,945) — Less: Deferred Financing Costs - long-term portion (5,259) — Long-term debt $ 462,996 $ 510,236 Exit Credit Facility (Predecessor) Upon emergence from Chapter 11, the Company entered into the Exit Credit Facility of $520 million consisting of (i) a $110 million super senior term loan facility, the First Out Term Loan due in December 2024, and (ii) a $410 million first lien, second-out term loan facility, the Second Out Term Loan due in April 2025. The Exit Credit Facility incurred interest at a rate equal to LIBOR plus 7.50% per annum, with a LIBOR floor of 1.00%. The Exit Credit Facility contained customary provisions and reporting requirements, including prepayment penalties and a maximum leverage covenant. Quarterly principal repayments of $1.3 million began for the quarter ended April 30, 2021 and increased to $2.6 million for the quarter ended April 30, 2022 until maturity. Immediately following the effective time of the Skillsoft Merger on June 11, 2021, each outstanding share of Churchill Class C common stock issued to the former holders of Skillsoft Class A Shares in connection with the Skillsoft Merger was redeemed for a redemption price of (i) $131.51 per share in cash and (ii) $5.208 per share in incremental indebtedness (the “Class A SO Incremental Loans”) under that certain Senior Secured Second Out Term Loan Credit Agreement (the “SO Credit Agreement”), dated as of August 27, 2020, by and among Software Luxembourg Intermediate S.à r.l. (“Holdings”), as the parent borrower (the “Parent Borrower”), the other borrower party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as the administrative agent and collateral agent, as amended (the “SO Credit Agreement”) for a total aggregate increase of $20 million of second out term loans under the SO Credit Agreement. In addition, upon the closing of the Global Knowledge Merger, (i) pursuant to a Joinder Agreement, dated as of June 11, 2021, by and among certain lenders party thereto, Holdings, the Parent Borrower and the other borrower party thereto, such lenders were issued an aggregate principal amount of $50 million of incremental first out term loans (the “GK FO Incremental Loans”) under that certain Senior Secured Term Loan Credit Agreement dated as of August 27, 2020, by and among Holdings, the Parent Borrower, the other borrower party thereto, the several banks and other financial institutions from time to time party thereto, as lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, as amended (the “FO Credit Agreement”) and (ii) pursuant to a Joinder Agreement, dated as of June 11, 2021 by and among certain lenders party thereto, Holdings, the Parent Borrower, the other borrower party thereto, such lenders were issued an aggregate principal amount of $20 million of incremental second out term loans under the SO Credit Agreement (the “GK SO Incremental Loans” and together with the GK FO Incremental Loans and the Class A SO Incremental Loans, the “Incremental Loans”). 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., as holdings (“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 the First Out Term Loan and Second Out Term Loan (discussed above). The Term Loan Facility is scheduled to mature on July 16, 2028 (the “Maturity Date”). The Term Loan Facility is guaranteed by Holdings and certain material subsidiaries of Skillsoft Finance II (collectively, the “Loan Parties”). All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of the material assets of the Loan Parties. Amounts outstanding under the Term Loan Facility bear interest, at the option of Skillsoft Finance II, at a rate equal to (a) LIBOR (subject to a floor of 0.75%) plus 4.75% for Eurocurrency Loans or (b) the highest of (i) the Federal Funds Effective Rate plus ½ of 1% Voluntary prepayment is permitted under the Term Loan Facility subject to a premium of 2% for any prepayments prior to the 12 month The Company received $464.3 million of net proceeds (net of $8.5 million of financing costs and $7.2 million of original issuance discounts) from the Term Loan Facility on July 16, 2021. The Company used the net proceeds and cash on hand to pay down $608.7 million of outstanding borrowings from the Exit Credit Facility and $5.0 million of interest on July 16, 2021. 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 $5.5 million and $7.2 million, respectively, will be amortized as additional interest expense over the term of the Term Loan. Furthermore, $3.1 million of third-party costs incurred were recognized as interest expenses in the accompanying statement of operations for the period from June 12, 2021 through October 31, 2021. The Company’s debt outstanding as of October 31, 2021 matures as shown below (in thousands): Fiscal year ended January 31: 2022 (remaining 3 months) $ 1,200 2023 4,800 2024 4,800 2025 4,800 2026 4,800 Thereafter 459,600 Total payments 480,000 Less: Current portion (4,800) Less: Unamortized original issue discount and issuance costs (12,204) Long-term portion $ 462,996 |
Long-Term Liabilities
Long-Term Liabilities | 9 Months Ended |
Oct. 31, 2021 | |
Long-Term Liabilities | |
Long-Term Liabilities | (12) Long-Term Liabilities Other long-term liabilities in the accompanying consolidated balance sheets consist of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Uncertain tax positions; including interest and penalties – long-term $ 7,897 $ 5,794 Other 1,802 204 Total other long-term liabilities $ 9,699 $ 5,998 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Oct. 31, 2021 | |
Shareholders' Equity | |
Shareholders' Equity | (13) Shareholders’ Equity Skillsoft Corp. (Successor) Capitalization As of October 31, 2021, 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 $0.0001 each. As of October 31, 2021, 133,164,526 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. 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, described below were cancelled with no consideration provided. In Settlement of Predecessor’s first and second lien debt obligations, the holders of the Predecessors first lien received a total of 3,840,000 of Class A common shares. The Predecessor’s second lien holders received a total of 160,000 of 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 provison whereby, in the event of a sale of the Company 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 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 Any amendment to the share capital of the Predecessor shall be voted upon by the extraordinary general meeting of shareholders upon approval by a majority of the shareholders representing three quarters of the share capital at least. The Predecessor has no authorized share capital which would enable its board of managers to increase the share capital. Each share of the Predecessor is entitled to one vote at ordinary and extraordinary general meetings. The amendments to the articles of association of the Predecessor require the approval of a majority of shareholders representing three quarters of the share capital at least. In case the Predecessor shall have only one single shareholder, the sole shareholder exercises all the powers granted to the general meeting of shareholders. Any legally available amounts to be distributed by the Predecessor in or in respect of any financial period (the Predecessor’s financial year starts on the first of February and ends on the thirty-first of January) may be distributed amongst the holders of shares in proportion to the number of shares held by them. Any decision to distribute legally available amounts shall be adopted either by the board of managers or the general meeting of shareholders of the Predecessor, as the case may be. |
Warrants
Warrants | 9 Months Ended |
Oct. 31, 2021 | |
Warrants. | |
Warrants | (14) Warrants In connection with the formation of the Company and subsequent acquisitions of Software Luxembourg Holdings and Albert DE, warrants to purchase common stock were issued to investors, sellers of Albert DE 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 Fair Value Common Strike Redemption Expiration at October 31, Type Shares Price Price Date 2021 Private Placement Warrants – Sponsor 16,300 $ 11.50 None 6/11/26 $ 65,363 Simultaneously with the closing of the initial public offering, Churchill Capital (the “Sponsor) purchased an aggregate of 15,800,000 Private Placement Warrants. An additional 1,500,000 of warrants were issued at the closing in connection with the repayment of a promissory note due to the Sponsor. 1,000,000 of the Private Placement warrants were transferred to the incoming CEO as described below. These warrants held by the Sponsor include provisions that provide for potential changes to the settlement amounts on redemptions were dependent upon the characteristics of the holder of the warrant. Because the holder of the instrument is not an input into the pricing of a fixed-for-fixed option on equity shares, the warrants are precluded from being indexed to the entity’s stock and are classified as a liability measured at fair value, with changes in fair value each period reported in earnings. 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 A description of each category of warrants issued and outstanding is as follows: ● Public Warrants – Pursuant to the initial public offering, the Company sold units that consisted of one share of Class A common stock and one -third of one redeemable warrant (“Public Warrant”), resulting in the issuance of 23,000,000 warrants. Prior to the Skillsoft Merger, Churchill Capital Corp II had classified these warrants as liabilities due to tender offer provisions which states that in in the event of a tender or exchange offer made to and accepted by holders of more than 50% of the outstanding shares of a single class of common stock, all holders of the warrants would be entitled to receive cash for their warrants. Accordingly, there were potential scenarios outside of the control of the Company (which had more than one class of outstanding common stock prior to the Merger), where all warrant holders would be entitled to cash, while only certain of the holders of the underlying shares of common stock would be entitled to cash, requiring the warrants to be classified as a liability measured at fair value, with changes in fair value reported each period in earnings. Upon the completion of the Skillsoft Merger on June 11, 2021, when only one class of voting shares remained outstanding, the warrants could now meet equity classification criteria as net cash settlement can only be triggered in circumstances in which the holders of the shares underlying the contract also would receive cash in the event of a fundamental change in the ownership of the Company, such as a change in control. Accordingly, the fair value of the warrants was transferred to equity and cumulative losses recognized from changes in fair value remain in the Company’s accumulated deficit balance. ● Private Placement Warrants (PIPE) – In connection with the second step investment made by the anchor PIPE investor, 16,666,667 warrants were issued to a PIPE investor to purchase Churchill Class A common stock. The PIPE Private Placement Warrants are issued in the same form as the Public Warrants. ● Private Placement Warrants (Global Knowledge) – Upon completion of the acquisition of Albert DE, 5,000,000 warrants were issued to the former owners of Global Knowledge. These warrants are similar to the Private Placement Warrants except the warrants are not subject to the redemption provisions described above if transferred. ● Private Placement Warrants (CEO) - Effective at the closing of the initial public offering, the Sponsor committed to transfer 1,000,000 fully vested Private Placement Warrants to the CEO pursuant his employment agreement with the Company. The warrants are subject to ASC 718 Stock Compensation and the Company recognized stock-based compensation expense of $2.8 million for the period from June 12, 2021 to October 31, 2021. Public Warrants and PIPE Private Placement Warrants (hereinafter referred to as “Redeemable Warrants”) are currently exercisable and may only be exercised for a whole number of shares. The Company may redeem these warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30- trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the warrants. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Redeemable Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. The Sponsor and CEO Private Placement Warrants have the same terms as the Public Warrants, except they will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants Sponsor are held by someone other than the initial purchasers or their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Global Knowledge Private Placement Warrants are not redeemable, even upon a transfer in ownership. |
Stock-based compensation
Stock-based compensation | 9 Months Ended |
Oct. 31, 2021 | |
Stock-based compensation | |
Stock-based compensation | (15) 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 PSU’s 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 provided herein. As of October 31, 2021 a total of 4,939,343 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 following termination of employment or service or twelve months following an optionees’ death or disability. The fair value of stock options is determined on the grant date and amortized over the vesting period on a straight-line basis. The following table summarizes the stock option activity for the period from June 12, 2021 to October 31, 2021: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Value Shares Price Term (Years) (In thousands) Outstanding, June 11, 2021 Granted 2,825,752 $ 10.76 9.7 Exercised — — — Forfeited — — — Expired — — — Outstanding, October 31, 2021 2,825,752 $ 10.76 9.7 $ 3,872 Vested and Exercisable, October 31, 2021 — $ — $ — The total unrecognized equity-based compensation costs related to the stock options was $8.7 million, which is expected to be recognized over a weighted-average period of 3.7 years. The grant date fair value of the stock options was determined using the Black Scholes model with the following assumptions: From June 12, 2021 to October 31, 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 ratably over a three four-year The following table summarizes the RSU activity for the period from June 12, 2021 to October 31, 2021: Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, June 11, 2021 Granted 4,461,341 $ 10.51 Vested (166,667) 10.75 Forfeited (83,500) 10.66 Unvested balance, October 31, 2021 4,211,174 $ 10.49 $ 51,082 The total unrecognized stock-based compensation costs related to RSUs was $41.9 million, which is expected to be recognized over a weighted-average period of 3.7 years. Market-based Restricted Stock Units Market-based restricted stock units (“MBRSUs”) vest over a four-year performance period, subject to continued employment through each anniversary and achievement of a share price threshold ($12.50 for 20 out of 30 consecutive trading days prior to the fourth anniversary). 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 period from June 12, 2021 to October 31, 2021: Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, June 11, 2021 Granted 986,090 $ 8.65 Vested — — Forfeited (73,000) 8.60 Unvested balance, October 31, 2021 913,090 $ 8.65 $ 11,076 The total unrecognized stock-based compensation costs related to MBRSUs was $6.6 million, which is expected to be recognized over a weighted-average period of 1.5 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 October 31, 2021. The awards vest upon the achievement of specified corporate goals. As of October 31, 2021, $0.1 million in stock-based compensation expense has been recognized based on the expected outcomes and service periods of these awards. Stock-based Compensation Expense The following summarizes the classification of stock-based compensation in the condensed consolidated statements of operations (in thousands): Successor Three months June 12, 2021 ended October 31, through October 31, 2021 2021 Cost of revenues $ — $ — Content and software development 276 530 Selling and marketing 621 947 General and administrative 3,320 7,557 Total $ 4,217 $ 9,034 Stock-based compensation expense for the period ended October 31, 2021 includes $2.8 million attributable to 1,000,000 warrants issued to the chief executive officer that vested on June 11, 2021 upon completion of the merger and his commencement of employment with the Company. |
Revenue
Revenue | 9 Months Ended |
Oct. 31, 2021 | |
Revenue | |
Revenue | (16) Revenue Disaggregated Revenue and Geography Information The following is a summary of revenues by type for the three months ended October 31, 2021 (Successor), the period from June 12, 2021 to October 31, 2021 (Successor), the period from May 1, 2021 to June 11, 2021 (Predecessor (SLH)), the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH)), and the three months and nine months ended October 31, 2021 (Predecessor (PL)), (in thousands): Quarter-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) Three Months From From Ended August 28, 2020 August 1, 2020 October 31, 2021 to October 31, 2020 to August 27, 2020 SaaS and subscription services $ 100,969 $ 31,659 $ 33,274 Software maintenance 4,681 1,622 1,701 Professional services 10,415 3,271 3,310 Perpetual software licenses 1,288 415 402 Hardware and other — 6 — Virtual, on-demand and classroom 53,206 — — Total net revenues (1) $ 170,559 $ 36,973 $ 38,687 Year-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 to February 1, 2021 August 28, 2020 February 1, 2020 October 31, 2021 to June 11, 2021 to October 31, 2020 to August 27, 2020 SaaS and subscription services $ 155,293 $ 119,233 $ 31,659 $ 234,766 Software maintenance 7,249 5,984 1,622 12,079 Professional services 15,217 13,495 3,271 24,499 Perpetual software licenses 1,341 924 415 2,486 Hardware and other 12 — 6 21 Virtual, on-demand and classroom 82,460 — — — Total net revenues (1) $ 261,572 $ 139,636 $ 36,973 $ 273,851 The following table sets forth our revenues by geographic region for the three months ended October 31, 2021 (Successor), June 12, 2021 to October 31, 2021 (Successor), the period from May 1, 2021 to June 11, 2021 (Predecessor (SLH)), the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH) and the three months and nine months ended October 31, 2021 (Predecessor (PL)), (in thousands): Quarter-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) Three Months From From Ended August 28, 2020 August 1, 2020 October 31, 2021 to October 31, 2020 to August 27, 2020 Revenue: United States $ 90,892 $ 28,858 $ 30,996 Other Americas 9,857 1,566 597 Europe, Middle East and Africa 36,671 4,559 4,930 Asia-Pacific 33,139 1,990 2,164 Total net revenues (1) $ 170,559 $ 36,973 $ 38,687 Other than the United States, no single country accounted for more than 10% of revenue for all periods presented. Year-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 to February 1, 2021 August 28, 2020 February 1, 2020 October 31, 2021 to June 11, 2021 to October 31, 2020 to August 27, 2020 Revenue: United States $ 167,906 $ 101,884 $ 28,858 $ 217,783 Other Americas 18,039 8,724 1,566 8,899 Europe, Middle East and Africa 65,601 19,729 4,559 32,788 Asia-Pacific 10,026 9,299 1,990 14,381 Total net revenues (1) $ 261,572 $ 139,636 $ 36,973 $ 273,851 Deferred Revenue Deferred revenue activity for the periods through October 31, 2021 was as follows (in thousands): Deferred revenue at January 31, 2021 (Predecessor (SLH)) $ 260,584 Billings deferred 109,450 Recognition of prior deferred revenue (139,636) Deferred revenue at June 11, 2021 (Predecessor (SLH)) $ 230,398 Acquisition of Skillsoft and GK 268,299 Billings deferred 235,480 Recognition of prior deferred revenue (261,572) Acquisition of Pluma 5,864 Deferred revenue at October 31, 2021 (Successor) $ 248,071 Deferred revenue performance obligations relate predominately to time-based SaaS and subscription services that are billed in advance of services being rendered. Deferred Contract Acquisition Costs Deferred contract acquisition cost activity for the periods through October 31, 2021 was as follows (in thousands): Deferred contract acquisition costs at January 31, 2021 (Predecessor (SLH)) $ 7,584 Contract acquisition costs 6,931 Recognition of contract acquisition costs (5,828) Deferred contract acquisition costs at June 11, 2021 (Predecessor (SLH)) 8,687 Deferred contract acquisition costs at June 12, 2021 (Successor) — Contract acquisition costs 7,355 Recognition of contract acquisition costs (2,243) Deferred contract acquisition costs at July 31, 2021 (Successor)) $ 5,112 Contract acquisition costs 7,143 Recognition of contract acquisition costs (3,272) Deferred contract acquisition costs at October 31, 2021 (Successor) $ 8,983 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | ( FASB ASC Topic 820, Fair Value Measurements and Disclosures 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 that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available. The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of October 31, 2021 and are categorized using the fair value hierarchy (in thousands): Total (Level 3) Private Placement Warrants – Sponsor $ 65,363 65,363 Total liabilities recorded at fair value $ 65,363 65,363 The following tables reconcile Level 3 instruments for which significant unobservable inputs were used to determine fair value: For the Period from February 1, 2021 to June 11, 2021 Balance as of January 31, 2021 (Predecessor (SLH)) $ 900 Unrealized gains recognized as other income (900) Balance as of June 11, 2021 (Predecessor (SLH)) $ — For the Three Months Ended October 31, 2021 Balance as of July 31, 2021 (Successor) $ 28,525 Unrealized losses recognized as other income 36,838 Balance as of October 31, 2021 (Successor) $ 65,363 For the Period from June 12, 2021 to October 31, 2021 Balance as of June 12, 2021 (Successor) 45,640 Unrealized losses recognized as other income 19,723 Balance as of October 31, 2021 (Successor) $ 65,363 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 warrants were terminated for no consideration on June 11, 2021 and, as a result, the Company recorded a gain of $0.9 million for the period from February 1, 2021 to June 11, 2021. Successor Company Warrants 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 was estimated at June 11, 2021, July 31, 2021 and October 31, 2021 using a Black-Scholes options pricing model and the following assumptions: June 11, 2021 July 31, 2021 October 31, 2021 Risk-free interest rates 0.76 % 0.67 % 1.09 % Expected dividend yield — — — Volatility factor 31 % 33 % 35 % Expected lives (years) 5.0 4.9 4.6 Value per unit $ 2.80 $ 1.75 $ 4.01 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 consolidated balance sheet as of October 31, 2021, 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, 2021 based on the timing of the July 2021 Term Loans. |
Segment Information
Segment Information | 9 Months Ended |
Oct. 31, 2021 | |
Segment Information | |
Segment Information | (18) Segment Information ASC 280, Segment Reporting The Company has organized its business into three segments: Skillsoft, SumTotal and GK. 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 net revenue transactions 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. 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 SumTotal business provides a unified, comprehensive and configurable solution that allows organizations to attract, develop and retain the talent. SumTotal’s solution impacts a company’s workforce throughout the entire employee lifecycle and helps companies succeed in an evolving business climate. SumTotal’s primary solutions are Talent Acquisition, Learning Management, Talent Management and Workforce Management. 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 subscription and transactional basis. The following table presents summary results for each of the businesses for the three months ended October 31, 2021 (Successor), the period from August 28, 2020 to October 31, 2020 (Predecessor (SLH)), and the period from August 1, 2020 to August 27, 2020 (Predecessor (PL)), (in thousands): Quarter-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) Three Months From From Ended August 28, 2020 August 1, 2020 October 31, 2021 to October 31, 2020 to August 27, 2020 Skillsoft Revenues $ 85,456 $ 23,495 $ 27,832 Operating expenses 90,814 60,969 20,626 Operating (loss) income (5,358) (37,474) 7,206 SumTotal Revenues 31,897 13,478 10,855 Operating expenses 26,095 18,295 8,942 Operating income (loss) 5,802 (4,817) 1,913 Global Knowledge Revenues 53,206 — — Operating expenses 58,005 — — Operating loss (4,799) — — Consolidated Revenues 170,559 36,973 38,687 Operating expenses 174,914 79,264 29,568 Operating (loss) income (4,355) (42,291) 9,119 Total non-operating (expense) income (37,431) 3,626 (520) Interest expense, net (7,510) (7,919) (1,287) Reorganization items, net — — 3,339,837 Benefits from (provision for) income taxes 6,441 7,870 (78,254) Net (loss) income $ (42,855) $ (38,714) $ 3,268,895 The following table presents summary results for each of the businesses for the period from June 12, 2021 to October 31, 2021 (Successor), February 1, 2021 to June 11, 2021 (Predecessor (SLH)), August 28, 2020 to October 31, 2020 (Predecessor (SLH)), and February 1, 2020 to August 27, 2020 (Predecessor (PL)), (in thousands): Year-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 to February 1, 2021 August 28, 2020 February 1, 2020 October 31, 2021 to June 11, 2021 to October 31, 2020 to August 27, 2020 Skillsoft Revenues $ 131,067 $ 101,434 $ 23,495 $ 196,238 Operating expenses 151,202 137,882 60,969 398,178 Operating loss (20,135) (36,448) (37,474) (201,940) SumTotal Revenues 48,045 38,202 13,478 77,613 Operating expenses 40,978 38,377 18,295 205,483 Operating income (loss) 7,067 (175) (4,817) (127,870) Global Knowledge Revenues 82,460 — — — Operating expenses 90,260 — — — Operating loss (7,800) — — — Consolidated Revenues 261,572 139,636 36,973 273,851 Operating expenses 282,440 176,259 79,264 603,661 Operating loss (20,868) (36,623) (42,291) (329,810) Total non-operating (expense) income (21,001) 471 3,626 1,373 Interest expense, net (17,366) (16,820) (7,919) (168,341) Reorganization items, net — — — 3,329,245 Benefits from (provision for) income taxes 4,527 3,708 7,870 (68,455) Net (loss) income $ (54,708) $ (49,264) $ (38,714) $ 2,764,012 SumTotal segment revenue for the three months ended October 31, 2021 and for the period from June 12, 2021 to October 31, 2021 includes content-related revenue of $1.5 million and $2.1 million, respectively, attributable to cross selling for customers that use the SumTotal platform to consume Skillsoft content. 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, 2021 and January 31, 2021 (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Skillsoft $ 1,511,578 $ 1,398,379 SumTotal 214,625 147,358 Global Knowledge 362,456 — Corporate — — Consolidated $ 2,088,659 $ 1,545,737 The following table sets forth the Company’s long-lived tangible assets by geographic region as of October 31, 2021 and January 31, 2021 (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 United States $ 13,956 $ 10,613 Ireland 338 609 Rest of world 2,959 2,558 Total $ 17,253 $ 13,780 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Oct. 31, 2021 | |
Net Loss Per Share | |
Net Loss Per Share | (19) 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 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) From From Three months August 28, 2021 August 1, 2020 ended October 31, to October 31, to August 27, 31, 2021 2020 2020 Net loss $ (42,855) (38,714) 3,268,895 Weighted average common shares outstanding: Ordinary – Basic and Diluted (Predecessor (PL)) * * 100.1 Class A and B – Basic and Diluted (Predecessor (SLH)) * 4,000 * Ordinary – Basic and Diluted (Successor) 133,116 * * Net loss per share: Ordinary – Basic and Diluted (Predecessor (PL)) * * $ 32,656.29 Class A and B – Basic and Diluted (Predecessor (SLH)) * $ (9.68) * Ordinary – Basic and Diluted (Successor) $ (0.32) * * * Not Applicable Year-to date results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 February 1, 2021 August 27, 2020 February 1, 2020 to October 31, to June 11, to October 31, to August 27, 2021 2021 2020 2020 Net loss $ (54,708) (49,264) (38,714) 2,764,012 Weighted average common shares outstanding: Ordinary – Basic and Diluted (Predecessor (PL)) * * * 100.1 Class A and B – Basic and Diluted (Predecessor (SLH)) * 4,000 4,000 * Ordinary – Basic and Diluted (Successor) 133,096 * * * Net loss per share: Ordinary – Basic and Diluted (Predecessor (PL)) * * * $ 27,612.51 Class A and B – Basic and Diluted (Predecessor (SLH)) * $ (12.32) $ (9.68) * Ordinary – Basic and Diluted (Successor) $ (0.41) * * * * Not Applicable During the three months ended October 31, 2021 (Successor) and the period from June 12, 2021 to October 31, 2021 (Successor), 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 Predecessor (SLH) Warrants to purchase common shares 61,967 706 Stock Options 2,826 — RSU’s 5,341 — Total 70,134 706 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | (20) Related Party Transactions Predecessor (SLH) Related Party Transactions Upon our emergence from Chapter 11 on August 27, 2020, our exit facility consisting of $110 million of First Out Term Loans and $410 million of Second Out Term Loans were financed in whole by our Class A shareholders. Class A shareholders have the ability to trade their debt positions independently from their equity positions, however, as of January 31, 2021, the substantial majority of First Out and Second Out term loans continue to be held by Class A shareholders. In connection with our refinancing that closed on July 16, 2021, the First and Second Out terms loans were repaid in full. Successor Related Party Transactions 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 shareholder is one of the largest technology investors in the world, with a large portfolio of investments where they maintain control of or have significant influence over companies, including some ed-tech companies that we compete with or may partner with in the future. For the period from June 11, 2021 to October 31, 2021, we have not entered into any material transactions with affiliates of our largest shareholder. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 31, 2021 | |
Subsequent Events | |
Subsequent Events | (21) Subsequent Events The Company has completed an evaluation of all subsequent events after the balance sheet date of October 31, 2021 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, 2021, 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, 2021 | |
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. |
Stock-based Compensation | Stock-based Compensation The Company recognizes compensation expense for stock options and time-based restricted stock units granted to employees on a straight-line basis over the service period that awards are expected to vest, based on the estimated fair value of the awards on the date of the grant. The Company calculates the fair value of stock-options with service based vesting conditions on the date of grant and uses the Black-Scholes model to estimate the fair value of stock options. In estimating the fair value of options, the Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time to vesting and the contractual life of the options. The Company recognizes forfeitures as they occur. For restricted-stock units that have market conditions or performance conditions, the Company recognizes compensation expense using an accelerated attribution method. |
Derivative Liabilities | Derivative Liabilities The Company accounts for debt and equity issuances as either equity-classified or liability-classified instruments based on an assessment of the instruments specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own common stock and whether the holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the instruments and as of each subsequent quarterly period end date while the instruments are outstanding. For issued or modified instruments that meet all of the criteria for equity classification, the instruments are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified instruments that do not meet all the criteria for equity classification (which includes 16.3 million of private placement warrants held by the sponsors for Churchill), the instruments are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the instruments are recognized as a non-cash gain or loss on the statements of operations. |
Contract Acquisition Costs | Contract Acquisition Costs The Company recognizes deferred contract acquisition costs over (i) the expected customer relationship period in the case of new customers, which is typically 3 to 5 years for initial commissions, and (ii) the contractual term for existing customers for commissions paid in connection with renewals. For each of the Predecessor periods, the Company applied the practical expedient allowing for recognizing expense as incurred sales commissions and other contract acquisition costs, where the amortization period would be one year or less. The Company does not apply the practical expedient for the Successor period. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance On October 28, 2021, the 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 effective as of June 11, 2021 had the following impact on the Company’s previously reported results: For the period from June 11, 2021 to July 31, 2021 As Previously Reported Impact of Adoption of ASU 2021-08 As Adjusted Total revenues $ 57,912 $ 33,100 $ 91,012 Operating loss (49,613) 33,100 (16,513) Loss before benefit from income taxes (43,039) 33,100 (9,939) Benefit from income taxes (5,504) 7,419 1,915 Net loss (37,535) 25,681 (11,854) Net loss - basic and diluted $ (0.28) $ 0.19 $ (0.09) The adoption of ASU 2021-08 also resulted in the increase of goodwill by $123.5 million attributable to the acquisitions of Software Luxembourg Holdings S.A., Albert DE Holdings, Inc. and Pluma Inc. during the period ended July 31, 2021, as a result of the revised measurement of deferred revenue for acquisitions. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of impacts of adoption of ASU on previously reported results | The adoption of ASU 2021-08 effective as of June 11, 2021 had the following impact on the Company’s previously reported results: For the period from June 11, 2021 to July 31, 2021 As Previously Reported Impact of Adoption of ASU 2021-08 As Adjusted Total revenues $ 57,912 $ 33,100 $ 91,012 Operating loss (49,613) 33,100 (16,513) Loss before benefit from income taxes (43,039) 33,100 (9,939) Benefit from income taxes (5,504) 7,419 1,915 Net loss (37,535) 25,681 (11,854) Net loss - basic and diluted $ (0.28) $ 0.19 $ (0.09) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of unaudited pro forma financial information | Unaudited Pro Forma Statement of Operations Three months Three months Nine months Nine months ended October 31, ended October 31, ended October 31, ended October 31, 2021 2020 2021 2020 Revenue $ 170,559 $ 162,133 $ 498,821 $ 497,408 Net loss (54,348) (17,782) (80,379) (60,367) |
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 preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Updated Preliminary Purchase Preliminary Purchase Description Price Allocation Adjustments (1)(2) Price Allocation Cash, cash equivalents and restricted cash $ 120,273 $ — $ 120,273 Current assets 118,847 436 119,283 Property and equipment 10,825 — 10,825 Intangible assets 769,799 (4,701) 765,098 Long term assets 18,629 — 18,629 Total assets acquired 1,038,373 (4,265) 1,034,108 Current liabilities (49,056) — (49,056) Debt, including accounts receivable facility (552,977) — (552,977) Deferred revenue (123,300) (113,790) (237,090) Deferred tax liability (99,699) 15,297 (84,402) Long term liabilities (18,325) 1 (18,324) Total liabilities assumed (843,357) (98,492) (941,849) Net assets acquired 195,016 (102,757) 92,259 Goodwill 637,667 102,757 740,424 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. 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 preliminary 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 preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands): Updated Preliminary Purchase Preliminary Purchase Description Price Allocation Adjustments (1)(2) Price Allocation 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 (621) 11,780 Total assets acquired 269,105 (621) 268,484 Current liabilities (74,463) (1,468) (75,931) Deferred revenue (23,018) (8,191) (31,209) Deferred tax liabilities (16,934) 876 (16,058) Long term liabilities (4,248) 508 (3,740) Total liabilities assumed (118,663) (8,275) (126,938) Net assets acquired 150,442 (8,896) 141,546 Goodwill 108,008 8,896 116,904 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. 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 preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands): Description Amount Life Trademark/tradename $ 25,400 indefinite Courseware 1,500 3 years Proprietary delivery and development software 2,500 2 years Vendor relationships 43,900 2.6 years Customer relationships 112,500 10.6 years Total $ 185,800 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Intangible Assets | |
Schedule of intangible assets | Intangible assets consisted of the following (in thousands): October 31, 2021 (Successor) January 31, 2021 (Predecessor (SLH)) Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Developed software/ courseware $ 309,709 $ 27,216 $ 282,493 $ 265,758 $ 24,669 $ 241,089 Customer contracts/ relationships 386,400 7,708 378,692 279,500 3,627 275,873 Vendor relationships 43,900 12,879 31,021 — — — Trademarks and trade names 9,700 582 9,118 6,300 455 5,845 Publishing rights 41,100 3,174 37,926 35,200 2,933 32,267 Backlog 60,900 4,201 56,699 90,200 8,141 82,059 Skillsoft trademark 84,700 — 84,700 91,500 — 91,500 Global Knowledge trademark 25,400 1,252 24,148 — — — Total $ 961,809 $ 57,012 $ 904,797 $ 768,458 $ 39,825 $ 728,633 |
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 2022 (Remaining 3 months) $ 37,030 2023 168,953 2024 148,443 2025 124,196 2026 118,674 Thereafter 222,801 Total $ 820,097 |
Schedule of goodwill | A roll forward of goodwill is as follows: Description Skillsoft SumTotal GK Consolidated Goodwill, net January 31, 2021 (Predecessor SLH) $ 491,654 $ 3,350 $ — $ 495,004 Foreign currency translation adjustment (135) — — (135) Goodwill, net June 11, 2021 (Predecessor SLH) 491,519 3,350 — $ 494,869 Acquisition of Skillsoft and GK 659,667 75,065 116,413 851,145 Foreign currency translation adjustment (13) (46) 3 (56) Acquisition of Pluma 14,892 — — 14,892 Goodwill, net July 31 2021 (Successor) $ 674,546 $ 75,019 $ 116,416 $ 865,981 Foreign currency translation adjustment (38) (23) (564) (625) Measurement period adjustments 4,992 700 491 6,183 Measurement period adjustments - (Pluma) 752 — — 752 Goodwill, net October 31, 2021(Successor) $ 680,252 $ 75,696 $ 116,343 $ 872,291 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | Prepaid expense and other current assets in the accompanying consolidated balance sheets consist of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Deferred commission costs – current $ 3,906 $ 3,147 Reclaimable tax 7,368 9,927 Prepaid software maintenance costs 9,090 8,587 Prepaid royalties 2,995 2,958 Prepaid insurance costs 4,441 752 Prepaid employee benefits 1,573 1,620 Other Prepaid expenses 7,690 2,336 Course material 1,625 — Deposits 2,178 — Other receivables 1,164 964 Other current asset 36 35 Total prepaid expenses and other current assets $ 42,066 $ 30,326 |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Other Assets | |
Schedule of other assets | Other assets in the accompanying consolidated balance sheets consist of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Deferred commission costs – non-current $ 5,077 $ 4,437 Deposits 3,062 1,618 Other 1,944 2,581 Total other assets $ 10,083 $ 8,636 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Accrued Expenses | |
Schedule of accrued expenses | Accrued expenses in the accompanying consolidated balance sheets consisted of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Professional fees $ 10,280 $ 8,832 Accrued sales tax/VAT 6,207 5,379 Accrued royalties 1,668 2,152 Accrued tax 3,355 2,634 Accrued interest 7,920 491 Accrued Virtual, on-demand and classroom related costs 13,757 — Refundable payments 2,852 — Other accrued liabilities 9,733 3,637 Total accrued expenses $ 55,772 $ 23,125 |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Leases, Commitments and Contingencies | |
Schedule of undiscounted future minimum lease payments under non-cancellable leases | Fiscal Year Ended January 31 (in thousands): Operating Leases Finance Lease 2022 (excluding 3 months ended October 31, 2021) $ 2,400 $ 602 2023 8,375 — 2024 4,551 — 2025 3,256 — 2026 1,411 — Thereafter 6,007 — Total future minimum lease payments 26,000 602 Less effects of discounting (3,690) (16) Total lease liabilities $ 22,310 $ 586 Reported as of October 31, 2021 Lease liabilities $ 7,101 $ 586 Long-term lease liabilities 15,209 — Total lease liabilities $ 22,310 $ 586 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Long-Term Debt | |
Schedule of debt | Debt consisted of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Term Loan - current portion $ 4,800 $ 5,200 Current maturities of long-term debt $ 4,800 $ 5,200 Term Loan - long-term portion 475,200 514,800 Less: Fresh-Start Reporting Fair Value Adjustment — (4,564) Less: Original Issue Discount - long-term portion (6,945) — Less: Deferred Financing Costs - long-term portion (5,259) — Long-term debt $ 462,996 $ 510,236 |
Schedule of maturities of long term debt | The Company’s debt outstanding as of October 31, 2021 matures as shown below (in thousands): Fiscal year ended January 31: 2022 (remaining 3 months) $ 1,200 2023 4,800 2024 4,800 2025 4,800 2026 4,800 Thereafter 459,600 Total payments 480,000 Less: Current portion (4,800) Less: Unamortized original issue discount and issuance costs (12,204) Long-term portion $ 462,996 |
Long-Term Liabilities (Tables)
Long-Term Liabilities (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Long-Term Liabilities | |
Schedule of other noncurrent liabilities | Other long-term liabilities in the accompanying consolidated balance sheets consist of the following (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Uncertain tax positions; including interest and penalties – long-term $ 7,897 $ 5,794 Other 1,802 204 Total other long-term liabilities $ 9,699 $ 5,998 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Warrants. | |
Schedule of summary of liability classified warrants | Underlying Fair Value Common Strike Redemption Expiration at October 31, Type Shares Price Price Date 2021 Private Placement Warrants – Sponsor 16,300 $ 11.50 None 6/11/26 $ 65,363 |
Schedule of summary of equity classified warrants | 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, 2021 | |
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, June 11, 2021 Granted 2,825,752 $ 10.76 9.7 Exercised — — — Forfeited — — — Expired — — — Outstanding, October 31, 2021 2,825,752 $ 10.76 9.7 $ 3,872 Vested and Exercisable, October 31, 2021 — $ — $ — |
Schedule of assumptions used for stock options using the Black Scholes model | From June 12, 2021 to October 31, 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, June 11, 2021 Granted 4,461,341 $ 10.51 Vested (166,667) 10.75 Forfeited (83,500) 10.66 Unvested balance, October 31, 2021 4,211,174 $ 10.49 $ 51,082 |
Summary of the PSU activity | Weighted- Aggregate Average Grant Intrinsic Value Shares Date Fair Value (in thousands) Unvested balance, June 11, 2021 Granted 986,090 $ 8.65 Vested — — Forfeited (73,000) 8.60 Unvested balance, October 31, 2021 913,090 $ 8.65 $ 11,076 |
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): Successor Three months June 12, 2021 ended October 31, through October 31, 2021 2021 Cost of revenues $ — $ — Content and software development 276 530 Selling and marketing 621 947 General and administrative 3,320 7,557 Total $ 4,217 $ 9,034 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Revenue | |
Schedule of disaggregated revenue | The following is a summary of revenues by type for the three months ended October 31, 2021 (Successor), the period from June 12, 2021 to October 31, 2021 (Successor), the period from May 1, 2021 to June 11, 2021 (Predecessor (SLH)), the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH)), and the three months and nine months ended October 31, 2021 (Predecessor (PL)), (in thousands): Quarter-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) Three Months From From Ended August 28, 2020 August 1, 2020 October 31, 2021 to October 31, 2020 to August 27, 2020 SaaS and subscription services $ 100,969 $ 31,659 $ 33,274 Software maintenance 4,681 1,622 1,701 Professional services 10,415 3,271 3,310 Perpetual software licenses 1,288 415 402 Hardware and other — 6 — Virtual, on-demand and classroom 53,206 — — Total net revenues (1) $ 170,559 $ 36,973 $ 38,687 Year-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 to February 1, 2021 August 28, 2020 February 1, 2020 October 31, 2021 to June 11, 2021 to October 31, 2020 to August 27, 2020 SaaS and subscription services $ 155,293 $ 119,233 $ 31,659 $ 234,766 Software maintenance 7,249 5,984 1,622 12,079 Professional services 15,217 13,495 3,271 24,499 Perpetual software licenses 1,341 924 415 2,486 Hardware and other 12 — 6 21 Virtual, on-demand and classroom 82,460 — — — Total net revenues (1) $ 261,572 $ 139,636 $ 36,973 $ 273,851 The following table sets forth our revenues by geographic region for the three months ended October 31, 2021 (Successor), June 12, 2021 to October 31, 2021 (Successor), the period from May 1, 2021 to June 11, 2021 (Predecessor (SLH)), the period from February 1, 2021 to June 11, 2021 (Predecessor (SLH) and the three months and nine months ended October 31, 2021 (Predecessor (PL)), (in thousands): Quarter-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) Three Months From From Ended August 28, 2020 August 1, 2020 October 31, 2021 to October 31, 2020 to August 27, 2020 Revenue: United States $ 90,892 $ 28,858 $ 30,996 Other Americas 9,857 1,566 597 Europe, Middle East and Africa 36,671 4,559 4,930 Asia-Pacific 33,139 1,990 2,164 Total net revenues (1) $ 170,559 $ 36,973 $ 38,687 Other than the United States, no single country accounted for more than 10% of revenue for all periods presented. Year-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 to February 1, 2021 August 28, 2020 February 1, 2020 October 31, 2021 to June 11, 2021 to October 31, 2020 to August 27, 2020 Revenue: United States $ 167,906 $ 101,884 $ 28,858 $ 217,783 Other Americas 18,039 8,724 1,566 8,899 Europe, Middle East and Africa 65,601 19,729 4,559 32,788 Asia-Pacific 10,026 9,299 1,990 14,381 Total net revenues (1) $ 261,572 $ 139,636 $ 36,973 $ 273,851 |
Schedule of deferred revenue | Deferred revenue activity for the periods through October 31, 2021 was as follows (in thousands): Deferred revenue at January 31, 2021 (Predecessor (SLH)) $ 260,584 Billings deferred 109,450 Recognition of prior deferred revenue (139,636) Deferred revenue at June 11, 2021 (Predecessor (SLH)) $ 230,398 Acquisition of Skillsoft and GK 268,299 Billings deferred 235,480 Recognition of prior deferred revenue (261,572) Acquisition of Pluma 5,864 Deferred revenue at October 31, 2021 (Successor) $ 248,071 |
Schedule of deferred contract acquisition costs | Deferred Contract Acquisition Costs Deferred contract acquisition cost activity for the periods through October 31, 2021 was as follows (in thousands): Deferred contract acquisition costs at January 31, 2021 (Predecessor (SLH)) $ 7,584 Contract acquisition costs 6,931 Recognition of contract acquisition costs (5,828) Deferred contract acquisition costs at June 11, 2021 (Predecessor (SLH)) 8,687 Deferred contract acquisition costs at June 12, 2021 (Successor) — Contract acquisition costs 7,355 Recognition of contract acquisition costs (2,243) Deferred contract acquisition costs at July 31, 2021 (Successor)) $ 5,112 Contract acquisition costs 7,143 Recognition of contract acquisition costs (3,272) Deferred contract acquisition costs at October 31, 2021 (Successor) $ 8,983 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
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, 2021 and are categorized using the fair value hierarchy (in thousands): Total (Level 3) Private Placement Warrants – Sponsor $ 65,363 65,363 Total liabilities recorded at fair value $ 65,363 65,363 |
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 Period from February 1, 2021 to June 11, 2021 Balance as of January 31, 2021 (Predecessor (SLH)) $ 900 Unrealized gains recognized as other income (900) Balance as of June 11, 2021 (Predecessor (SLH)) $ — For the Three Months Ended October 31, 2021 Balance as of July 31, 2021 (Successor) $ 28,525 Unrealized losses recognized as other income 36,838 Balance as of October 31, 2021 (Successor) $ 65,363 For the Period from June 12, 2021 to October 31, 2021 Balance as of June 12, 2021 (Successor) 45,640 Unrealized losses recognized as other income 19,723 Balance as of October 31, 2021 (Successor) $ 65,363 |
Schedule of assumptions used valuing Successor Company Warrants | June 11, 2021 July 31, 2021 October 31, 2021 Risk-free interest rates 0.76 % 0.67 % 1.09 % Expected dividend yield — — — Volatility factor 31 % 33 % 35 % Expected lives (years) 5.0 4.9 4.6 Value per unit $ 2.80 $ 1.75 $ 4.01 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
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 ended October 31, 2021 (Successor), the period from August 28, 2020 to October 31, 2020 (Predecessor (SLH)), and the period from August 1, 2020 to August 27, 2020 (Predecessor (PL)), (in thousands): Quarter-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) Three Months From From Ended August 28, 2020 August 1, 2020 October 31, 2021 to October 31, 2020 to August 27, 2020 Skillsoft Revenues $ 85,456 $ 23,495 $ 27,832 Operating expenses 90,814 60,969 20,626 Operating (loss) income (5,358) (37,474) 7,206 SumTotal Revenues 31,897 13,478 10,855 Operating expenses 26,095 18,295 8,942 Operating income (loss) 5,802 (4,817) 1,913 Global Knowledge Revenues 53,206 — — Operating expenses 58,005 — — Operating loss (4,799) — — Consolidated Revenues 170,559 36,973 38,687 Operating expenses 174,914 79,264 29,568 Operating (loss) income (4,355) (42,291) 9,119 Total non-operating (expense) income (37,431) 3,626 (520) Interest expense, net (7,510) (7,919) (1,287) Reorganization items, net — — 3,339,837 Benefits from (provision for) income taxes 6,441 7,870 (78,254) Net (loss) income $ (42,855) $ (38,714) $ 3,268,895 The following table presents summary results for each of the businesses for the period from June 12, 2021 to October 31, 2021 (Successor), February 1, 2021 to June 11, 2021 (Predecessor (SLH)), August 28, 2020 to October 31, 2020 (Predecessor (SLH)), and February 1, 2020 to August 27, 2020 (Predecessor (PL)), (in thousands): Year-to Date Results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 to February 1, 2021 August 28, 2020 February 1, 2020 October 31, 2021 to June 11, 2021 to October 31, 2020 to August 27, 2020 Skillsoft Revenues $ 131,067 $ 101,434 $ 23,495 $ 196,238 Operating expenses 151,202 137,882 60,969 398,178 Operating loss (20,135) (36,448) (37,474) (201,940) SumTotal Revenues 48,045 38,202 13,478 77,613 Operating expenses 40,978 38,377 18,295 205,483 Operating income (loss) 7,067 (175) (4,817) (127,870) Global Knowledge Revenues 82,460 — — — Operating expenses 90,260 — — — Operating loss (7,800) — — — Consolidated Revenues 261,572 139,636 36,973 273,851 Operating expenses 282,440 176,259 79,264 603,661 Operating loss (20,868) (36,623) (42,291) (329,810) Total non-operating (expense) income (21,001) 471 3,626 1,373 Interest expense, net (17,366) (16,820) (7,919) (168,341) Reorganization items, net — — — 3,329,245 Benefits from (provision for) income taxes 4,527 3,708 7,870 (68,455) Net (loss) income $ (54,708) $ (49,264) $ (38,714) $ 2,764,012 SumTotal segment revenue for the three months ended October 31, 2021 and for the period from June 12, 2021 to October 31, 2021 includes content-related revenue of $1.5 million and $2.1 million, respectively, attributable to cross selling for customers that use the SumTotal platform to consume Skillsoft content. 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, 2021 and January 31, 2021 (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 Skillsoft $ 1,511,578 $ 1,398,379 SumTotal 214,625 147,358 Global Knowledge 362,456 — Corporate — — Consolidated $ 2,088,659 $ 1,545,737 |
Schedule of the company's long-lived tangible assets by geographic region | The following table sets forth the Company’s long-lived tangible assets by geographic region as of October 31, 2021 and January 31, 2021 (in thousands): Successor Predecessor (SLH) October 31, 2021 January 31, 2021 United States $ 13,956 $ 10,613 Ireland 338 609 Rest of world 2,959 2,558 Total $ 17,253 $ 13,780 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Oct. 31, 2021 | |
Net Loss Per Share | |
Schedule of basic and diluted earnings per share | 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 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (PL) From From Three months August 28, 2021 August 1, 2020 ended October 31, to October 31, to August 27, 31, 2021 2020 2020 Net loss $ (42,855) (38,714) 3,268,895 Weighted average common shares outstanding: Ordinary – Basic and Diluted (Predecessor (PL)) * * 100.1 Class A and B – Basic and Diluted (Predecessor (SLH)) * 4,000 * Ordinary – Basic and Diluted (Successor) 133,116 * * Net loss per share: Ordinary – Basic and Diluted (Predecessor (PL)) * * $ 32,656.29 Class A and B – Basic and Diluted (Predecessor (SLH)) * $ (9.68) * Ordinary – Basic and Diluted (Successor) $ (0.32) * * * Not Applicable Year-to date results Fiscal 2022 Fiscal 2021 Successor Predecessor (SLH) Predecessor (SLH) Predecessor (PL) From From From From June 12, 2021 February 1, 2021 August 27, 2020 February 1, 2020 to October 31, to June 11, to October 31, to August 27, 2021 2021 2020 2020 Net loss $ (54,708) (49,264) (38,714) 2,764,012 Weighted average common shares outstanding: Ordinary – Basic and Diluted (Predecessor (PL)) * * * 100.1 Class A and B – Basic and Diluted (Predecessor (SLH)) * 4,000 4,000 * Ordinary – Basic and Diluted (Successor) 133,096 * * * Net loss per share: Ordinary – Basic and Diluted (Predecessor (PL)) * * * $ 27,612.51 Class A and B – Basic and Diluted (Predecessor (SLH)) * $ (12.32) $ (9.68) * Ordinary – Basic and Diluted (Successor) $ (0.41) * * * * Not Applicable |
Schedule of anti-dilutive loss per share | The following table contains share/unit totals with a potentially dilutive impact (in thousands): Successor Predecessor (SLH) Warrants to purchase common shares 61,967 706 Stock Options 2,826 — RSU’s 5,341 — Total 70,134 706 |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) | Jun. 12, 2021 | Oct. 12, 2020 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.01 | ||||||||||||||||
Warrants purchased | 705,882 | ||||||||||||||||||
Aggregate gross proceeds | $ 530,000,000 | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Private Placement | |||||||||||||||||||
Warrants purchased | 16,300,000 | 16,300,000 | |||||||||||||||||
Class A Common Stock | |||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Class A Common Stock | Private Placement | |||||||||||||||||||
Issuance of shares, PIPE Investment (in shares) | 53,000,000 | ||||||||||||||||||
Warrants purchased | 16,666,667 | 16,666,667 | |||||||||||||||||
Aggregate gross proceeds | $ 530,000,000 | ||||||||||||||||||
Agreement and Plan of Merger | |||||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||||
Nominal value per share | $ 0.01 | ||||||||||||||||||
Aggregate principal amount | $ 20,000,000 | ||||||||||||||||||
Agreement and Plan of Merger | Class A Common Stock | |||||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||||
Nominal value per share | $ 0.01 | ||||||||||||||||||
Existing Second Out Credit Agreement | Agreement and Plan of Merger | |||||||||||||||||||
Aggregate redemption price, cash | $ 505,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Warrants purchased | 705,882 | ||||||||||||||||||
Threshold amortization period of contract acquisition costs | 1 year | ||||||||||||||||||
Total revenues | $ 38,687 | $ 91,012 | $ 36,973 | $ 170,559 | $ 139,636 | $ 261,572 | $ 273,851 | ||||||||||||
Operating loss | 9,119 | (16,513) | (42,291) | (4,355) | (36,623) | (20,868) | (329,810) | ||||||||||||
Loss before income taxes | 3,347,149 | (9,939) | (46,584) | (49,296) | (52,972) | (59,235) | 2,832,467 | ||||||||||||
(Benefit from) provision for income taxes | 78,254 | 1,915 | (7,870) | (6,441) | (3,708) | (4,527) | 68,455 | ||||||||||||
Net (loss) income | $ (11,859) | $ 3,268,895 | $ (11,854) | $ (38,714) | $ (42,855) | $ (37,405) | $ (70,981) | $ (433,902) | $ (49,264) | $ (54,708) | $ 2,764,012 | ||||||||
(Loss) income per share: | |||||||||||||||||||
Ordinary - Basic | $ 32,656.29 | $ (0.09) | $ (9.68) | $ (0.32) | $ (12.32) | $ (0.41) | $ 27,612.51 | ||||||||||||
Ordinary - Diluted | $ 32,656.29 | $ (0.09) | $ (9.68) | $ (0.32) | $ (12.32) | $ (0.41) | $ 27,612.51 | ||||||||||||
Goodwill | $ 494,869 | $ 865,981 | $ 865,981 | $ 872,291 | $ 494,869 | $ 872,291 | $ 872,291 | $ 495,004 | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
As Previously Reported | |||||||||||||||||||
Total revenues | $ 57,912 | ||||||||||||||||||
Operating loss | (49,613) | ||||||||||||||||||
Loss before income taxes | (43,039) | ||||||||||||||||||
(Benefit from) provision for income taxes | (5,504) | ||||||||||||||||||
Net (loss) income | $ (37,535) | ||||||||||||||||||
(Loss) income per share: | |||||||||||||||||||
Ordinary - Basic | $ (0.28) | ||||||||||||||||||
Ordinary - Diluted | $ (0.28) | ||||||||||||||||||
Impact of Adoption | |||||||||||||||||||
Total revenues | $ 33,100 | ||||||||||||||||||
Operating loss | 33,100 | ||||||||||||||||||
Loss before income taxes | 33,100 | ||||||||||||||||||
(Benefit from) provision for income taxes | 7,419 | ||||||||||||||||||
Net (loss) income | $ 25,681 | ||||||||||||||||||
(Loss) income per share: | |||||||||||||||||||
Ordinary - Basic | $ 0.19 | ||||||||||||||||||
Ordinary - Diluted | $ 0.19 | ||||||||||||||||||
Goodwill | $ 123,500 | $ 123,500 | |||||||||||||||||
Maximum | |||||||||||||||||||
Amortization term of deferred contract acquisition costs. | 5 years | ||||||||||||||||||
Minimum | |||||||||||||||||||
Amortization term of deferred contract acquisition costs. | 3 years | ||||||||||||||||||
Private Placement | |||||||||||||||||||
Warrants purchased | 16,300,000 | 16,300,000 | 16,300,000 |
Business Combinations - Skillso
Business Combinations - Skillsoft (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Jun. 11, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Goodwill | $ 494,869 | $ 494,869 | $ 865,981 | $ 865,981 | $ 872,291 | $ 494,869 | $ 872,291 | $ 495,004 | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Impact of Adoption | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Goodwill | $ 123,500 | $ 123,500 | |||||||||||||||||
SLH | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cash payments | 505,000 | ||||||||||||||||||
Second Out Term Loan | 20,000 | ||||||||||||||||||
Cash settlement of seller transaction costs | 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 | $ 120,273 | ||||||||||||||||
Current assets | 119,283 | 119,283 | 119,283 | ||||||||||||||||
Property and equipment | 10,825 | 10,825 | 10,825 | ||||||||||||||||
Intangible assets | 765,098 | 765,098 | 765,098 | ||||||||||||||||
Long term assets | 18,629 | 18,629 | 18,629 | ||||||||||||||||
Total assets acquired | 1,034,108 | 1,034,108 | 1,034,108 | ||||||||||||||||
Current liabilities | (49,056) | (49,056) | (49,056) | ||||||||||||||||
Debt, including accounts receivable facility | (552,977) | (552,977) | (552,977) | ||||||||||||||||
Deferred revenue | (237,090) | (237,090) | (237,090) | ||||||||||||||||
Deferred tax liability | (84,402) | (84,402) | (84,402) | ||||||||||||||||
Long term liabilities | (18,324) | (18,324) | (18,324) | ||||||||||||||||
Total liabilities assumed | (941,849) | (941,849) | (941,849) | ||||||||||||||||
Net assets acquired | 92,259 | 92,259 | 92,259 | ||||||||||||||||
Goodwill | 740,424 | 740,424 | 740,424 | ||||||||||||||||
Total purchase price | 832,683 | 832,683 | 832,683 | ||||||||||||||||
Intangible assets | 765,098 | 765,098 | 765,098 | ||||||||||||||||
Acquisition related expenses | 6,400 | 4,300 | $ 2,100 | ||||||||||||||||
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 | 120,273 | ||||||||||||||||
Current assets | 118,847 | 118,847 | 118,847 | ||||||||||||||||
Property and equipment | 10,825 | 10,825 | 10,825 | ||||||||||||||||
Intangible assets | 769,799 | 769,799 | 769,799 | ||||||||||||||||
Long term assets | 18,629 | 18,629 | 18,629 | ||||||||||||||||
Total assets acquired | 1,038,373 | 1,038,373 | 1,038,373 | ||||||||||||||||
Current liabilities | (49,056) | (49,056) | (49,056) | ||||||||||||||||
Debt, including accounts receivable facility | (552,977) | (552,977) | (552,977) | ||||||||||||||||
Deferred revenue | (123,300) | (123,300) | (123,300) | ||||||||||||||||
Deferred tax liability | (99,699) | (99,699) | (99,699) | ||||||||||||||||
Long term liabilities | (18,325) | (18,325) | (18,325) | ||||||||||||||||
Total liabilities assumed | (843,357) | (843,357) | (843,357) | ||||||||||||||||
Net assets acquired | 195,016 | 195,016 | 195,016 | ||||||||||||||||
Goodwill | 637,667 | 637,667 | 637,667 | ||||||||||||||||
Total purchase price | 832,683 | 832,683 | 832,683 | ||||||||||||||||
Intangible assets | 769,799 | 769,799 | 769,799 | ||||||||||||||||
SLH | Impact of Adoption | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Current assets | 436 | 436 | 436 | ||||||||||||||||
Intangible assets | (4,701) | (4,701) | (4,701) | ||||||||||||||||
Total assets acquired | (4,265) | (4,265) | (4,265) | ||||||||||||||||
Deferred revenue | (113,790) | (113,790) | (113,790) | ||||||||||||||||
Deferred tax liability | 15,297 | 15,297 | 15,297 | ||||||||||||||||
Long term liabilities | 1 | 1 | 1 | ||||||||||||||||
Total liabilities assumed | (98,492) | (98,492) | (98,492) | ||||||||||||||||
Net assets acquired | (102,757) | (102,757) | (102,757) | ||||||||||||||||
Goodwill | 102,757 | 102,757 | 102,757 | ||||||||||||||||
Intangible assets | (4,701) | (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 | 84,700 | ||||||||||||||||
Finite lived intangible assets | $ 5,800 | 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 | 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 | 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 | 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 | 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 | $ 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 | Jun. 12, 2021 | Jun. 11, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Goodwill | $ 494,869 | $ 494,869 | $ 865,981 | $ 865,981 | $ 872,291 | $ 494,869 | $ 872,291 | $ 495,004 | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Impact of Adoption | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Goodwill | $ 123,500 | $ 123,500 | |||||||||||||||||
GK | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
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 | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Cash, cash equivalents | 17,524 | $ 17,524 | $ 17,524 | ||||||||||||||||
Current assets | 47,849 | 47,849 | 47,849 | ||||||||||||||||
Property and equipment | 5,531 | 5,531 | 5,531 | ||||||||||||||||
Intangible assets | 185,800 | 185,800 | 185,800 | ||||||||||||||||
Long term assets | 11,780 | 11,780 | 11,780 | ||||||||||||||||
Total assets acquired | 268,484 | 268,484 | 268,484 | ||||||||||||||||
Current liabilities | (75,931) | (75,931) | (75,931) | ||||||||||||||||
Deferred revenue | (31,209) | (31,209) | (31,209) | ||||||||||||||||
Deferred tax liability | (16,058) | (16,058) | (16,058) | ||||||||||||||||
Long term liabilities | (3,740) | (3,740) | (3,740) | ||||||||||||||||
Total liabilities assumed | (126,938) | (126,938) | (126,938) | ||||||||||||||||
Net assets acquired | 141,546 | 141,546 | 141,546 | ||||||||||||||||
Goodwill | 116,904 | 116,904 | 116,904 | ||||||||||||||||
Total purchase price | 258,450 | 258,450 | 258,450 | ||||||||||||||||
Intangible assets | 185,800 | 185,800 | 185,800 | ||||||||||||||||
Acquisition related expenses | 800 | $ 800 | |||||||||||||||||
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 | 17,524 | ||||||||||||||||
Current assets | 47,849 | 47,849 | 47,849 | ||||||||||||||||
Property and equipment | 5,531 | 5,531 | 5,531 | ||||||||||||||||
Intangible assets | 185,800 | 185,800 | 185,800 | ||||||||||||||||
Long term assets | 12,401 | 12,401 | 12,401 | ||||||||||||||||
Total assets acquired | 269,105 | 269,105 | 269,105 | ||||||||||||||||
Current liabilities | (74,463) | (74,463) | (74,463) | ||||||||||||||||
Deferred revenue | (23,018) | (23,018) | (23,018) | ||||||||||||||||
Deferred tax liability | (16,934) | (16,934) | (16,934) | ||||||||||||||||
Long term liabilities | (4,248) | (4,248) | (4,248) | ||||||||||||||||
Total liabilities assumed | (118,663) | (118,663) | (118,663) | ||||||||||||||||
Net assets acquired | 150,442 | 150,442 | 150,442 | ||||||||||||||||
Goodwill | 108,008 | 108,008 | 108,008 | ||||||||||||||||
Total purchase price | 258,450 | 258,450 | 258,450 | ||||||||||||||||
Intangible assets | 185,800 | 185,800 | 185,800 | ||||||||||||||||
GK | Impact of Adoption | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Long term assets | (621) | (621) | (621) | ||||||||||||||||
Total assets acquired | (621) | (621) | (621) | ||||||||||||||||
Current liabilities | (1,468) | (1,468) | (1,468) | ||||||||||||||||
Deferred revenue | (8,191) | (8,191) | (8,191) | ||||||||||||||||
Deferred tax liability | 876 | 876 | 876 | ||||||||||||||||
Long term liabilities | 508 | 508 | 508 | ||||||||||||||||
Total liabilities assumed | (8,275) | (8,275) | (8,275) | ||||||||||||||||
Net assets acquired | (8,896) | (8,896) | (8,896) | ||||||||||||||||
Goodwill | 8,896 | 8,896 | 8,896 | ||||||||||||||||
GK | Trademarks and trade names | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Indefinite lived intangible assets | 25,400 | 25,400 | 25,400 | ||||||||||||||||
GK | Courseware | |||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest [Abstract] | |||||||||||||||||||
Finite lived intangible assets | $ 1,500 | 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 | 2,500 | ||||||||||||||||
Life | 2 years | ||||||||||||||||||
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 | 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 | $ 112,500 | $ 112,500 | $ 112,500 | ||||||||||||||||
Life | 10 years 7 months 6 days |
Business Combinations - Other A
Business Combinations - Other Acquisitions and Unaudited Pro Forma Financial Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Apr. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Business Acquisition [Line Items] | |||||||||||||||||||||
Goodwill | $ 494,869 | $ 865,981 | $ 865,981 | $ 872,291 | $ 494,869 | $ 872,291 | $ 872,291 | $ 495,004 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |||
Unaudited pro forma information | |||||||||||||||||||||
Revenue | $ 170,559 | $ 162,133 | 498,821 | $ 497,408 | |||||||||||||||||
Net loss | $ (54,348) | (17,782) | $ (80,379) | (60,367) | |||||||||||||||||
Reorganization items, net | $ 3,339,837 | $ 3,300,000 | $ 3,329,245 | $ 3,300,000 | |||||||||||||||||
Impairment of goodwill and intangible assets | $ 332,400 | $ 332,376 | |||||||||||||||||||
Pluma. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Purchase price paid | $ 22,000 | ||||||||||||||||||||
Goodwill | 15,600 | ||||||||||||||||||||
Intangible assets | $ 8,700 | ||||||||||||||||||||
Pluma. | Customer relationships | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Weighted average life | 7 years 4 months 24 days |
Intangible Assets - Intangible
Intangible Assets - Intangible assets (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Accumulated Amortization, Finite-lived | $ 57,012 | $ 57,012 | $ 39,825 | |||||||||||||||
Net Carrying Amount, Finite-lived | 820,097 | 820,097 | ||||||||||||||||
Gross Carrying Amount, Intangible assets | 961,809 | 961,809 | 768,458 | |||||||||||||||
Net Carrying Amount, Intangible assets | $ 904,797 | $ 904,797 | $ 728,633 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Skillsoft trademark | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Intangible assets | $ 84,700 | $ 84,700 | $ 91,500 | |||||||||||||||
Net Carrying Amount, Intangible assets | 84,700 | 84,700 | 91,500 | |||||||||||||||
Global Knowledge trademark | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Accumulated Amortization, Finite-lived | 1,252 | 1,252 | ||||||||||||||||
Gross Carrying Amount, Intangible assets | 25,400 | 25,400 | ||||||||||||||||
Net Carrying Amount, Intangible assets | 24,148 | 24,148 | ||||||||||||||||
Developed software/ courseware | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Finite-lived | 309,709 | 309,709 | 265,758 | |||||||||||||||
Accumulated Amortization, Finite-lived | 27,216 | 27,216 | 24,669 | |||||||||||||||
Net Carrying Amount, Finite-lived | 282,493 | 282,493 | 241,089 | |||||||||||||||
Customer contracts/ relationships | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Finite-lived | 386,400 | 386,400 | 279,500 | |||||||||||||||
Accumulated Amortization, Finite-lived | 7,708 | 7,708 | 3,627 | |||||||||||||||
Net Carrying Amount, Finite-lived | 378,692 | 378,692 | 275,873 | |||||||||||||||
Vendor relationship | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Finite-lived | 43,900 | 43,900 | ||||||||||||||||
Accumulated Amortization, Finite-lived | 12,879 | 12,879 | ||||||||||||||||
Net Carrying Amount, Finite-lived | 31,021 | 31,021 | ||||||||||||||||
Trademarks and trade names | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Finite-lived | 9,700 | 9,700 | 6,300 | |||||||||||||||
Accumulated Amortization, Finite-lived | 582 | 582 | 455 | |||||||||||||||
Net Carrying Amount, Finite-lived | 9,118 | 9,118 | 5,845 | |||||||||||||||
Publishing right | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Finite-lived | 41,100 | 41,100 | 35,200 | |||||||||||||||
Accumulated Amortization, Finite-lived | 3,174 | 3,174 | 2,933 | |||||||||||||||
Net Carrying Amount, Finite-lived | 37,926 | 37,926 | 32,267 | |||||||||||||||
Backlog | ||||||||||||||||||
Finite Lived And Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||||||||||||||
Gross Carrying Amount, Finite-lived | 60,900 | 60,900 | 90,200 | |||||||||||||||
Accumulated Amortization, Finite-lived | 4,201 | 4,201 | 8,141 | |||||||||||||||
Net Carrying Amount, Finite-lived | $ 56,699 | $ 56,699 | $ 82,059 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization expense (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Amortization expense related to the existing finite-lived intangible assets | ||||||||||||||||||
2022 (Remaining 3 months) | $ 37,030 | $ 37,030 | ||||||||||||||||
2023 | 168,953 | 168,953 | ||||||||||||||||
2024 | 148,443 | 148,443 | ||||||||||||||||
2025 | 124,196 | 124,196 | ||||||||||||||||
2026 | 118,674 | 118,674 | ||||||||||||||||
Thereafter | 222,801 | 222,801 | ||||||||||||||||
Total | 820,097 | 820,097 | ||||||||||||||||
Amortization expense related to intangible assets | $ 4,200 | $ 15,900 | $ 37,100 | $ 50,900 | $ 57,100 | $ 34,400 | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Apr. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Goodwill [Line Items] | |||||||||||||||||||
Impairment charges of indefinite-lived intangible assets | $ 332,376 | ||||||||||||||||||
Goodwill and intangible asset impairment charges | $ 332,400 | $ 332,376 | |||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Skillsoft reporting unit | |||||||||||||||||||
Goodwill [Line Items] | |||||||||||||||||||
Impairment charges of indefinite-lived intangible assets | $ 92,200 | ||||||||||||||||||
Goodwill impairment | 107,900 | ||||||||||||||||||
SumTotal reporting unit | |||||||||||||||||||
Goodwill [Line Items] | |||||||||||||||||||
Impairment charges of definite lived intangible assets | 62,300 | ||||||||||||||||||
Goodwill impairment | 70,000 | ||||||||||||||||||
Goodwill and intangible asset impairment charges | $ 332,400 |
Intangible Assets - Rollforward
Intangible Assets - Rollforward of goodwill - (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Goodwill [Line Items] | ||||||||||||||||||
Goodwill, Beginning balance | $ 494,869 | $ 494,869 | $ 865,981 | $ 495,004 | $ 495,004 | $ 494,869 | ||||||||||||
Foreign currency translation adjustment | (56) | (625) | (135) | |||||||||||||||
Acquisition | 851,145 | |||||||||||||||||
Measurement period adjustments | 6,183 | |||||||||||||||||
Goodwill, Ending balance | $ 494,869 | $ 865,981 | $ 865,981 | $ 872,291 | $ 494,869 | $ 872,291 | $ 495,004 | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Skillsoft reporting unit | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Goodwill, Beginning balance | $ 491,519 | $ 491,519 | $ 674,546 | $ 491,654 | $ 491,654 | $ 491,519 | ||||||||||||
Foreign currency translation adjustment | (13) | (38) | (135) | |||||||||||||||
Acquisition | 659,667 | |||||||||||||||||
Measurement period adjustments | 4,992 | |||||||||||||||||
Goodwill, Ending balance | $ 491,519 | $ 674,546 | 674,546 | 680,252 | 491,519 | 680,252 | $ 491,654 | |||||||||||
Accumulated impairment losses | 0 | 0 | 0 | |||||||||||||||
SumTotal reporting unit | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Goodwill, Beginning balance | $ 3,350 | 3,350 | 75,019 | $ 3,350 | 3,350 | 3,350 | ||||||||||||
Foreign currency translation adjustment | (46) | (23) | ||||||||||||||||
Acquisition | 75,065 | |||||||||||||||||
Measurement period adjustments | 700 | |||||||||||||||||
Goodwill, Ending balance | $ 3,350 | 75,019 | 75,019 | 75,696 | $ 3,350 | 75,696 | 3,350 | |||||||||||
Accumulated impairment losses | 0 | 0 | $ 0 | |||||||||||||||
Virtual, on-demand and classroom | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Goodwill, Beginning balance | 116,416 | |||||||||||||||||
Foreign currency translation adjustment | 3 | (564) | ||||||||||||||||
Acquisition | 116,413 | |||||||||||||||||
Measurement period adjustments | 491 | |||||||||||||||||
Goodwill, Ending balance | $ 116,416 | 116,416 | 116,343 | 116,343 | ||||||||||||||
Accumulated impairment losses | 0 | $ 0 | ||||||||||||||||
Pluma | ||||||||||||||||||
Goodwill [Line Items] | ||||||||||||||||||
Acquisition | $ 14,892 | |||||||||||||||||
Measurement period adjustments | $ 752 |
Taxes (Details)
Taxes (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Taxes | ||||||||||||||||||
Benefit from (provision for) income taxes | $ (78,254) | $ (1,915) | $ 7,870 | $ 6,441 | $ 3,708 | $ 4,527 | $ (68,455) | |||||||||||
Pretax losses (gains) | $ 46,600 | $ 53,000 | $ 59,200 | $ (2,832,500) | ||||||||||||||
Reserve for uncertain tax position | $ 5,200 | |||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||||||||||||||||||
Deferred commission costs - current | $ 3,906 | $ 3,906 | $ 3,147 | |||||||||||||||
Reclaimable tax | 7,368 | 7,368 | 9,927 | |||||||||||||||
Prepaid software maintenance costs | 9,090 | 9,090 | 8,587 | |||||||||||||||
Prepaid royalties | 2,995 | 2,995 | 2,958 | |||||||||||||||
Prepaid insurance costs | 4,441 | 4,441 | 752 | |||||||||||||||
Prepaid employee benefits | 1,573 | 1,573 | 1,620 | |||||||||||||||
Other Prepaid expenses | 7,690 | 7,690 | 2,336 | |||||||||||||||
Course material | 1,625 | 1,625 | ||||||||||||||||
Deposits | 2,178 | 2,178 | ||||||||||||||||
Other receivables | 1,164 | 1,164 | 964 | |||||||||||||||
Other current asset | 36 | 36 | 35 | |||||||||||||||
Total prepaid expenses and other current assets | $ 42,066 | $ 42,066 | $ 30,326 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Other Assets (Details)
Other Assets (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Other Assets | ||||||||||||||||||
Deferred commission costs - non-current | $ 5,077 | $ 5,077 | $ 4,437 | |||||||||||||||
Deposits | 3,062 | 3,062 | 1,618 | |||||||||||||||
Other | 1,944 | 1,944 | 2,581 | |||||||||||||||
Total other assets | $ 10,083 | $ 10,083 | $ 8,636 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Accrued Expenses | ||||||||||||||||||
Professional fees | $ 10,280 | $ 10,280 | $ 8,832 | |||||||||||||||
Accrued sales tax/VAT | 6,207 | 6,207 | 5,379 | |||||||||||||||
Accrued royalties | 1,668 | 1,668 | 2,152 | |||||||||||||||
Accrued tax | 3,355 | 3,355 | 2,634 | |||||||||||||||
Accrued interest | 7,920 | 7,920 | 491 | |||||||||||||||
Accrued Virtual, on-demand and classroom related costs | 13,757 | 13,757 | ||||||||||||||||
Refundable payments | 2,852 | 2,852 | ||||||||||||||||
Other accrued liabilities | 9,733 | 9,733 | 3,637 | |||||||||||||||
Total accrued expenses | $ 55,772 | $ 55,772 | $ 23,125 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Restructuring - Restructuring c
Restructuring - Restructuring charges (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Restructuring | ||||||||||||||||||
Restructuring charges incurred | $ 38 | $ 80 | $ 777 | $ (703) | $ 1,093 | $ 1,179 | ||||||||||||
Restructuring credit | $ (700) | |||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Operating Leases | ||||||||||||||||||
2022 (excluding 3 months ended October 31, 2021) | $ 2,400 | $ 2,400 | ||||||||||||||||
2023 | 8,375 | 8,375 | ||||||||||||||||
2024 | 4,551 | 4,551 | ||||||||||||||||
2025 | 3,256 | 3,256 | ||||||||||||||||
2026 | 1,411 | 1,411 | ||||||||||||||||
Thereafter | 6,007 | 6,007 | ||||||||||||||||
Total future minimum lease payments | 26,000 | 26,000 | ||||||||||||||||
Less effects of discounting | (3,690) | (3,690) | ||||||||||||||||
Total lease liabilities | 22,310 | 22,310 | ||||||||||||||||
Reported as of October 31, 2021 | ||||||||||||||||||
Lease liabilities | 7,101 | 7,101 | ||||||||||||||||
Long term lease liabilities | 15,209 | 15,209 | $ 13,155 | |||||||||||||||
Total lease liabilities | 22,310 | 22,310 | ||||||||||||||||
Finance Leases | ||||||||||||||||||
2022 (excluding 3 months ended October 31, 2021) | 602 | 602 | ||||||||||||||||
Total future minimum lease payments | 602 | 602 | ||||||||||||||||
Less effects of discounting | (16) | (16) | ||||||||||||||||
Total lease liabilities | 586 | 586 | ||||||||||||||||
Reported as of October 31, 2021 | ||||||||||||||||||
Lease liabilities | 586 | 586 | ||||||||||||||||
Total lease liabilities | $ 586 | $ 586 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Additional Information (Details) $ in Thousands | Jul. 05, 2021item | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020USD ($) | Oct. 31, 2021USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021USD ($) | Oct. 31, 2021USD ($) | Aug. 27, 2020USD ($) | Oct. 31, 2021USD ($) | Oct. 31, 2020 | Jan. 31, 2021USD ($) | Jan. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||||||||||||||||||||
Right of use assets | $ 21,928 | $ 21,928 | $ 21,928 | $ 15,131 | ||||||||||||||||
Lease liabilities | 22,900 | 22,900 | $ 22,900 | |||||||||||||||||
Option to extend lease | true | |||||||||||||||||||
Option to terminate lease | true | |||||||||||||||||||
Weighted average incremental borrowing rate | 6.12% | |||||||||||||||||||
Finance Lease liability | $ 586 | $ 586 | $ 586 | |||||||||||||||||
Weighted-average remaining lease term of operating leases | 5 years 4 months 24 days | 5 years 4 months 24 days | 5 years 4 months 24 days | |||||||||||||||||
Remaining lease term of finance lease | 2 months 12 days | 2 months 12 days | 2 months 12 days | |||||||||||||||||
Lease costs | $ 1,100 | $ 2,100 | $ 4,800 | $ 3,900 | ||||||||||||||||
Payment of lease cost related amounts | $ 1,100 | $ 2,300 | $ 4,400 | $ 3,600 | ||||||||||||||||
Number of lawsuits filed | item | 2 | |||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
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 | 12 years |
Long-Term Debt - Debt (Details)
Long-Term Debt - Debt (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 | Jul. 16, 2021 |
Debt Instrument [Line Items] | |||||||||||||||||||
Current maturities of long-term debt | $ 4,800 | $ 4,800 | $ 5,200 | ||||||||||||||||
Term Loan - long-term portion | 480,000 | 480,000 | |||||||||||||||||
Less: Original Issue Discount - long-term portion | (6,945) | (6,945) | $ (7,200) | ||||||||||||||||
Less: Deferred Financing Costs - long-term portion | (5,259) | (5,259) | |||||||||||||||||
Long-term debt | $ 462,996 | $ 462,996 | $ 510,236 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Fresh-Start Reporting Fair Value Adjustment | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt | $ (4,564) | ||||||||||||||||||
Term Loan | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Current maturities of long-term debt | $ 4,800 | $ 4,800 | 5,200 | ||||||||||||||||
Term Loan - long-term portion | $ 475,200 | $ 475,200 | $ 514,800 | ||||||||||||||||
Less: Original Issue Discount - long-term portion | (7,200) | ||||||||||||||||||
Less: Deferred Financing Costs - long-term portion | $ (8,500) |
Long-Term Debt - Exit credit Fa
Long-Term Debt - Exit credit Facility (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 12, 2021 | Jun. 11, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Apr. 30, 2022 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Exit Credit Facility | $ 520 | $ 520 | $ 520 | |||||||||||||||||
LIBOR Floor Rate | 1.00% | |||||||||||||||||||
Instrument amount | $ 2.6 | $ 1.3 | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
LIBOR | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 7.50% | |||||||||||||||||||
First out term loan facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Exit Credit Facility | $ 110 | $ 110 | $ 110 | |||||||||||||||||
Increase in borrowings in connection with the merger | $ 50 | |||||||||||||||||||
Second-out term loan facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Exit Credit Facility | $ 410 | $ 410 | $ 410 | |||||||||||||||||
Increase in borrowings in connection with the merger | $ 20 | |||||||||||||||||||
Second-out term loan facility | Class C Common Stock | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Cash redemption price per share | $ 131.51 | |||||||||||||||||||
Incremental debt per share | $ 5.208 |
Long-Term Debt - Term loan (Det
Long-Term Debt - Term loan (Details) - USD ($) $ in Thousands | Jul. 16, 2021 | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2023 | Jan. 31, 2021 | Jan. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Original issuance costs | $ 7,200 | $ 6,945 | $ 6,945 | |||||||||||||||||
Unamortized deferred financing costs | $ 5,259 | 5,259 | ||||||||||||||||||
Net proceeds | 464,290 | |||||||||||||||||||
Third party costs | 3,100 | |||||||||||||||||||
Repayments of debt | $ 1,300 | $ 605,591 | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
LIBOR | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 7.50% | |||||||||||||||||||
Exit Credit Facility. | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal repayments | 608,700 | |||||||||||||||||||
Interest payment | 5,000 | |||||||||||||||||||
Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 480,000 | |||||||||||||||||||
Principal repayments | $ 1,200 | |||||||||||||||||||
Percentage of prepayment premium | 2.00% | |||||||||||||||||||
Period of voluntary prepayment | 12 months | |||||||||||||||||||
Original issuance costs | $ 7,200 | |||||||||||||||||||
Unamortized deferred financing costs | 8,500 | |||||||||||||||||||
Net proceeds | $ 464,300 | |||||||||||||||||||
Term Loan | Eurocurrency | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 4.75% | |||||||||||||||||||
Term Loan | LIBOR | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Floor rate | 0.75% | |||||||||||||||||||
Basis spread on variable rate (as a percent) | 1.00% | |||||||||||||||||||
Interest rate | 1.75% | |||||||||||||||||||
Stated spread on interest rate | 3.75% | |||||||||||||||||||
Term Loan | Federal Funds Effective Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate (as a percent) | 0.50% |
Long-Term Debt - Minimum princi
Long-Term Debt - Minimum principal payments (Details) $ in Thousands | Oct. 31, 2021USD ($) |
Long-Term Debt | |
2022 (remaining 3 months) | $ 1,200 |
2023 | 4,800 |
2024 | 4,800 |
2025 | 4,800 |
2026 | 4,800 |
Thereafter | 459,600 |
Total payments | 480,000 |
Less: Current portion | (4,800) |
Less: Unamortized original issue discount and issuance costs | (12,204) |
Long-term portion | $ 462,996 |
Long-Term Liabilities (Details)
Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Long-Term Liabilities | ||||||||||||||||||
Uncertain tax positions; including interest and penalties - long-term | $ 7,897 | $ 7,897 | $ 5,794 | |||||||||||||||
Other | 1,802 | 1,802 | 204 | |||||||||||||||
Total other long-term liabilities | $ 9,699 | $ 9,699 | $ 5,998 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 12, 2021 | Oct. 12, 2020 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Common stock issued | 4,000,000 | ||||||||||||||||||
Number of warrants to purchase additional common shares | 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 | 4,000,000 | ||||||||||||||||||
Fair value adjustment of warrants | $ 7,400 | $ (2,900) | $ 36,838 | $ (900) | $ 19,723 | ||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Class A Common Stock | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Common stock issued | 133,164,526 | 133,164,526 | 3,840,000 | ||||||||||||||||
Common shares authorized | 375,000,000 | 375,000,000 | 800,000,000 | ||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock shares outstanding | 133,164,526 | 133,164,526 | 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 |
Warrants - Classified warrants
Warrants - Classified warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Oct. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | |
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 705,882 | ||
Redemption price | $ 0.01 | ||
Private Placement Warrants - Sponsor | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 16,300 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 0 | ||
Fair Value | $ 65,363 | ||
Equity Classified Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 45,667 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 23,000 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 18 | ||
Private Placement Warrants - PIPE | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 16,667 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 18 | ||
Private Placement Warrants - GK | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 5,000 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 0 | ||
Private Placement Warrants - CEO | |||
Class of Warrant or Right [Line Items] | |||
Warrants purchased | 1,000 | ||
Strike Price | $ 11.50 | ||
Redemption price | $ 0 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2020USD ($) | Oct. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2021USD ($)item$ / sharesshares | Jan. 31, 2021shares | |
Class of Warrant or Right [Line Items] | ||||
Share price | $ / shares | $ 18 | $ 18 | ||
Share based compensation expense | $ | $ 4,217 | $ 9,034 | ||
Warrants purchased | 705,882 | |||
Redemption price | $ / shares | $ 0.01 | |||
Term of notice for redemption of warrants | 30 days | |||
Number of trading days | item | 20 | |||
Number of trading day period prior to redemption of warrant holders | item | 30 | |||
Private Placement Warrants - Sponsor | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 15,800,000 | 15,800,000 | ||
Warrants purchased | 16,300 | 16,300 | ||
Additional warrants issued | 1,500,000 | |||
Redemption price | $ / shares | $ 0 | |||
Equity Classified Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants purchased | 45,667 | 45,667 | ||
Public Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of redeemable warrants | $ / shares | $ 33.33 | |||
Warrants issued | 23,000,000 | 23,000,000 | ||
Warrants purchased | 23,000 | 23,000 | ||
Redemption price | $ / shares | $ 18 | |||
Public Warrants | Class A Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares in each unit | item | 1 | |||
Private Placement Warrants - PIPE | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 16,666,667 | 16,666,667 | ||
Warrants purchased | 16,667 | 16,667 | ||
Redemption price | $ / shares | $ 18 | |||
Private Placement Warrants - GK | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 5,000,000 | 5,000,000 | ||
Warrants purchased | 5,000 | 5,000 | ||
Redemption price | $ / shares | $ 0 | |||
Private Placement Warrants - CEO | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants issued | 1,000,000 | 1,000,000 | ||
Share based compensation expense | $ | $ 2,800 | $ 2,800 | ||
Warrants purchased | 1,000 | 1,000 | ||
Redemption price | $ / shares | $ 0 |
Stock-based compensation - Equi
Stock-based compensation - Equity incentive plans (Details) - 2020 Omnibus Incentive Plan - shares | 1 Months Ended | |
Jun. 30, 2021 | Oct. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares made available for issuance | 13,105,902 | |
Annual increase percentage | 5.00% | |
Shares available for issuance | 4,939,343 |
Stock-based compensation - Stoc
Stock-based compensation - Stock options (Details) - Stock Options | 9 Months Ended |
Oct. 31, 2021 | |
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 Thousands | Jun. 11, 2021 | Oct. 31, 2021 | Oct. 31, 2021 |
Shares | |||
Granted (in shares) | 2,825,752 | ||
Outstanding at end period (in shares) | 2,825,752 | 2,825,752 | |
Weighted Average Exercise Price | |||
Weighted Average Exercise Price Granted (in dollars per share) | $ 10.76 | ||
Weighted Average Exercise Price Outstanding at end period (in dollars per share) | $ 10.76 | $ 10.76 | |
Weighted Average Remaining Contractual Term (Years) | |||
Weighted Average Remaining Contractual Term Outstanding (in Years) | 9 years 8 months 12 days | 9 years 8 months 12 days | |
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value Outstanding | $ 3,872 | $ 3,872 | |
Unrecognized equity-based compensation costs | $ 8,700 | $ 8,700 | |
Cost expected to be recognized over a weighted-average period | 3 years 8 months 12 days |
Stock-based compensation - Assu
Stock-based compensation - Assumptions for grant date fair value of the stock options (Details) - Stock Options | 5 Months Ended |
Oct. 31, 2021$ / shares | |
Assumptions for grant date fair value of the stock options | |
Risk-free interest rates | 1.00% |
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 and performance-based restricted stock units (Details) $ / shares in Units, $ in Thousands | 5 Months Ended | 9 Months Ended | |
Oct. 31, 2021USD ($)$ / sharesshares | Oct. 31, 2021USD ($)item$ / sharesshares | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price | $ 18 | $ 18 | |
RSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Right to receive share | item | 1 | ||
Shares | |||
Granted (in shares) | shares | 4,461,341 | ||
Exercised (in shares) | shares | (166,667) | ||
Forfeited (in shares) | shares | (83,500) | ||
Unvested balance, at end of period (in shares) | shares | 4,211,174 | 4,211,174 | |
Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 10.51 | ||
Exercised (in dollars per share) | 10.75 | ||
Forfeited (in dollars per share) | 10.66 | ||
Weighted Average Exercise Price Unvested balance, at end of period (in dollars per share) | $ 10.49 | $ 10.49 | |
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value unvested | $ | $ 51,082 | $ 51,082 | |
Unrecognized equity-based compensation costs | $ | $ 41,900 | $ 41,900 | |
Cost expected to be recognized over a weighted-average period | 3 years 8 months 12 days | ||
Market-based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 4 years | ||
Share price | $ 12.50 | $ 12.50 | |
Trading days | item | 20 | ||
Consecutive trading days | item | 30 | ||
Shares | |||
Granted (in shares) | shares | 986,090 | ||
Forfeited (in shares) | shares | (73,000) | ||
Unvested balance, at end of period (in shares) | shares | 913,090 | 913,090 | |
Weighted Average Grant Date Fair Value | |||
Granted (in dollars per share) | $ 8.65 | ||
Forfeited (in dollars per share) | 8.60 | ||
Weighted Average Exercise Price Unvested balance, at end of period (in dollars per share) | $ 8.65 | $ 8.65 | |
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value unvested | $ | $ 11,076 | $ 11,076 | |
Unrecognized equity-based compensation costs | $ | $ 6,600 | $ 6,600 | |
Cost expected to be recognized over a weighted-average period | 1 year 6 months | ||
Performance-based Restricted Stock Units | |||
Shares | |||
Granted (in shares) | shares | 49,876 | ||
Aggregate Intrinsic Value | |||
Aggregate Intrinsic Value granted | $ | $ 500 | ||
Unrecognized equity-based compensation costs | $ | $ 100 | $ 100 | |
Minimum | RSU's | |||
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 |
Stock-based compensation - St_3
Stock-based compensation - Stock-based compensation expense (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Share based compensation expense | $ 4,217 | $ 9,034 | |||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Content and software development | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Share based compensation expense | $ 276 | $ 530 | |||||||||||||||||
Selling and marketing | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Share based compensation expense | 621 | 947 | |||||||||||||||||
General and administrative | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Share based compensation expense | $ 3,320 | 7,557 | |||||||||||||||||
Private Placement Warrants - CEO | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Share based compensation expense | $ 2,800 | $ 2,800 | |||||||||||||||||
Warrants issued and outstanding | 1,000,000 | 1,000,000 | 1,000,000 |
Revenue - Disaggregated revenue
Revenue - Disaggregated revenue and geography information (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | $ 38,687 | $ 91,012 | $ 36,973 | $ 170,559 | $ 139,636 | $ 261,572 | $ 273,851 | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
SaaS and subscription services | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | $ 33,274 | $ 31,659 | $ 100,969 | $ 119,233 | $ 155,293 | $ 234,766 | ||||||||||||
Software maintenance | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 1,701 | 1,622 | 4,681 | 5,984 | 7,249 | 12,079 | ||||||||||||
Professional services | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 3,310 | 3,271 | 10,415 | 13,495 | 15,217 | 24,499 | ||||||||||||
Perpetual software licenses | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 402 | 415 | 1,288 | 924 | 1,341 | 2,486 | ||||||||||||
Hardware and other | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 6 | 12 | 21 | |||||||||||||||
Virtual, on-demand and classroom | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 53,206 | 82,460 | ||||||||||||||||
United States | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 30,996 | 28,858 | 90,892 | 101,884 | 167,906 | 217,783 | ||||||||||||
Other Americas | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 597 | 1,566 | 9,857 | 8,724 | 18,039 | 8,899 | ||||||||||||
Europe, Middle East and Africa | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | 4,930 | 4,559 | 36,671 | 19,729 | 65,601 | 32,788 | ||||||||||||
Asia-Pacific | ||||||||||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||||||||||
Total net revenues | $ 2,164 | $ 1,990 | $ 33,139 | $ 9,299 | $ 10,026 | $ 14,381 |
Revenue - Deferred revenue (Det
Revenue - Deferred revenue (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Movement in Deferred Revenue [Roll Forward] | ||||||||||||||||||
Deferred revenue, Beginning balance | $ 230,398 | $ 230,398 | $ 260,584 | $ 260,584 | $ 230,398 | |||||||||||||
Billings deferred | 109,450 | 235,480 | ||||||||||||||||
Recognition of prior deferred revenue | (139,636) | (261,572) | ||||||||||||||||
Deferred revenue, Ending balance | $ 230,398 | $ 248,071 | $ 230,398 | $ 248,071 | $ 260,584 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Skillsoft and GK | ||||||||||||||||||
Movement in Deferred Revenue [Roll Forward] | ||||||||||||||||||
Acquisition | $ 268,299 | |||||||||||||||||
Pluma | ||||||||||||||||||
Movement in Deferred Revenue [Roll Forward] | ||||||||||||||||||
Acquisition | $ 5,864 |
Revenue - Deferred contract acq
Revenue - Deferred contract acquisition cost (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Movement Analysis of Deferred Policy Acquisition Costs [Roll Forward] | ||||||||||||||||||
Deferred contract acquisition costs at beginning balance | $ 8,687 | $ 8,687 | $ 5,112 | $ 7,584 | $ 7,584 | $ 8,687 | ||||||||||||
Contract acquisition costs | 7,355 | 7,143 | 6,931 | |||||||||||||||
Recognition of contract acquisition costs | (2,243) | (3,272) | (5,828) | |||||||||||||||
Deferred contract acquisition costs at ending balance | $ 8,687 | $ 5,112 | $ 5,112 | $ 8,983 | $ 8,687 | $ 8,983 | $ 7,584 | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and liabilities that are measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Recurring member | ||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||
Private Placement Warrants - Sponsor | $ 65,363 | $ 65,363 | ||||||||||||||||
Total assets recorded at fair value | 65,363 | 65,363 | ||||||||||||||||
Level 3 | Recurring member | ||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||||||
Private Placement Warrants - Sponsor | 65,363 | 65,363 | ||||||||||||||||
Total assets recorded at fair value | $ 65,363 | $ 65,363 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 instruments (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||||||||||||||
Fair value as of beginning period | $ 45,640 | $ 45,640 | $ 28,525 | $ 900 | $ 900 | $ 45,640 | ||||||||||||
Unrealized (gains) losses recognized as other income | 36,838 | (900) | 19,723 | |||||||||||||||
Fair value as of Ending period | $ 45,640 | $ 28,525 | $ 28,525 | $ 65,363 | $ 45,640 | $ 65,363 | $ 900 | |||||||||||
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List] | Other Nonoperating Income (Expense) | |||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Fair Value Measurements - Succe
Fair Value Measurements - Successor Company Warrants (Details) | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Risk-free interest rates | ||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||
Measurement input | 0.76 | 0.67 | 0.67 | 1.09 | 0.76 | 1.09 | ||||||||||||
Volatility | ||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||
Measurement input | 31 | 33 | 33 | 35 | 31 | 35 | ||||||||||||
Expected lives (years) | ||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||
Measurement input | 5 | 4.9 | 4.9 | 4.6 | 5 | 4.6 | ||||||||||||
Value per unit | ||||||||||||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||||||||||||
Measurement input | 2.80 | 1.75 | 1.75 | 4.01 | 2.80 | 4.01 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional information (Details) $ in Millions | Jun. 12, 2021 | Jun. 11, 2021USD ($) | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021USD ($) | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Terminated for consideration | $ 0 | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Volatility | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Measurement input | 31 | 31 | 33 | 33 | 35 | 31 | 35 | ||||||||||||
Volatility | Held-to-maturity scenario | |||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||||
Recorded gain | $ 0.9 |
Segment Information - Segment r
Segment Information - Segment results (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Segment Reporting Information [Line Items] | ||||||||||||||||||
Revenues | $ 38,687 | $ 36,973 | $ 170,559 | $ 139,636 | $ 261,572 | $ 273,851 | ||||||||||||
Operating expenses | 29,568 | 79,264 | 174,914 | 176,259 | 282,440 | 603,661 | ||||||||||||
Operating (loss) income | 9,119 | $ (16,513) | (42,291) | (4,355) | (36,623) | (20,868) | (329,810) | |||||||||||
Total non-operating (expense) income | (520) | 3,626 | (37,431) | 471 | (21,001) | 1,373 | ||||||||||||
Interest expense, net | (1,287) | (7,919) | (7,510) | (16,820) | (17,366) | (168,341) | ||||||||||||
Reorganization items, net | 3,339,837 | $ 3,300,000 | 3,329,245 | $ 3,300,000 | ||||||||||||||
Benefit from (provision for) income taxes | (78,254) | (1,915) | 7,870 | 6,441 | 3,708 | 4,527 | (68,455) | |||||||||||
Net (loss) income | $ (11,859) | $ 3,268,895 | $ (11,854) | $ (38,714) | $ (42,855) | $ (37,405) | $ (70,981) | $ (433,902) | $ (49,264) | $ (54,708) | $ 2,764,012 | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Skillsoft | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Revenues | $ 27,832 | $ 23,495 | $ 85,456 | $ 101,434 | $ 131,067 | $ 196,238 | ||||||||||||
Operating expenses | 20,626 | 60,969 | 90,814 | 137,882 | 151,202 | 398,178 | ||||||||||||
Operating (loss) income | 7,206 | (37,474) | (5,358) | (36,448) | (20,135) | (201,940) | ||||||||||||
SumTotal | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Revenues | 10,855 | 13,478 | 31,897 | 38,202 | 48,045 | 77,613 | ||||||||||||
Operating expenses | 8,942 | 18,295 | 26,095 | 38,377 | 40,978 | 205,483 | ||||||||||||
Operating (loss) income | $ 1,913 | $ (4,817) | 5,802 | $ (175) | 7,067 | $ (127,870) | ||||||||||||
SumTotal | Cross Sales of SumTotal and Skillsoft Products | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Revenues | 1,500 | 2,100 | ||||||||||||||||
Global Knowledge Segment | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Revenues | 53,206 | 82,460 | ||||||||||||||||
Operating expenses | 58,005 | 90,260 | ||||||||||||||||
Operating (loss) income | $ (4,799) | $ (7,800) |
Segment Information - Segment a
Segment Information - Segment assets (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total assets | $ 2,088,659 | $ 2,088,659 | $ 1,545,737 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Skillsoft | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total assets | $ 1,511,578 | $ 1,511,578 | $ 1,398,379 | |||||||||||||||
SumTotal | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total assets | 214,625 | 214,625 | $ 147,358 | |||||||||||||||
Global Knowledge Segment | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total assets | $ 362,456 | $ 362,456 |
Segment Information - Long-live
Segment Information - Long-lived tangible assets by geographic region (Details) - USD ($) $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total | $ 17,253 | $ 17,253 | $ 13,780 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
United States | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total | $ 13,956 | $ 13,956 | $ 10,613 | |||||||||||||||
Ireland | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total | 338 | 338 | 609 | |||||||||||||||
Rest of world | ||||||||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||||||||
Total | $ 2,959 | $ 2,959 | $ 2,558 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Oct. 31, 2021itemsegment | |
Segment Information | |
Number of operating segments | segment | 3 |
Number of learning paths (channels) in skillsoft | item | 700 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Net Loss Per Share | ||||||||||||||||||
Net (loss) income | $ (11,859) | $ 3,268,895 | $ (11,854) | $ (38,714) | $ (42,855) | $ (37,405) | $ (70,981) | $ (433,902) | $ (49,264) | $ (54,708) | $ 2,764,012 | |||||||
Weighted average common shares outstanding: | ||||||||||||||||||
Weighted average common shares outstanding - Basic | 100,100 | 4,000,000 | 133,116,000 | 4,000,000 | 133,096,000 | 100,100 | ||||||||||||
Weighted average common shares outstanding - Diluted | 100,100 | 4,000,000 | 133,116,000 | 4,000,000 | 133,096,000 | 100,100 | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
(Loss) income per share: | ||||||||||||||||||
Net loss per share - Basic | $ 32,656.29 | $ (0.09) | $ (9.68) | $ (0.32) | $ (12.32) | $ (0.41) | $ 27,612.51 | |||||||||||
Net loss per share - Diluted | $ 32,656.29 | $ (0.09) | $ (9.68) | $ (0.32) | $ (12.32) | $ (0.41) | $ 27,612.51 |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive (Details) - shares shares in Thousands | Jun. 12, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||||||
Antidilutive securities | 706 | 70,134 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Warrants | ||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||||||
Antidilutive securities | 706 | 61,967 | ||||||||||||||||
Stock Options | ||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||||||
Antidilutive securities | 2,826 | |||||||||||||||||
RSU's | ||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||||||||||||
Antidilutive securities | 5,341 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | Jun. 12, 2021 | Jun. 11, 2021 | Aug. 28, 2020 | Jun. 11, 2021 | Aug. 27, 2020 | Jul. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2021 | Apr. 30, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Jun. 11, 2021 | Oct. 31, 2021 | Aug. 27, 2020 | Oct. 31, 2020 | Jan. 31, 2021 | Jan. 31, 2020 |
Related Party Transaction [Line Items] | |||||||||||||||||||
Term of strategic support agreement | 1 year | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Predecessor | Predecessor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
First Out Term Loans | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Outstanding borrowings | $ 110 | $ 110 | |||||||||||||||||
Second Out Term Loan Facility | |||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||
Outstanding borrowings | $ 410 | $ 410 |