Quarterly report pursuant to Section 13 or 15(d)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 2 Months Ended 4 Months Ended 6 Months Ended
Jul. 31, 2021
Jun. 11, 2021
Jul. 31, 2022
Cash flows from operating activities:      
Net loss $ (11,854) $ (49,264) $ (143,142)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Share-based compensation 4,817   16,915
Depreciation and amortization 1,705 3,572 3,897
Amortization of intangible assets 20,023 50,902 91,103
Change in bad debt reserve (170) (174) 113
(Benefit from) provision for income taxes - non-cash 1,239 (5,886) (36,535)
Non-cash interest expense 434 487 1,053
Fair value adjustment to warrants (17,115) (900) (16,952)
Right-of-use asset 1,445 748 1,977
Impairment of goodwill     70,475
Unrealized loss on derivative instrument     15,065
Changes in current assets and liabilities, net of effects from acquisitions:      
Accounts receivable 6,963 88,622 82,783
Prepaid expenses and other current assets (13,065) 3,379 (7,492)
Accounts payable 5,175 (6,417) (2,559)
Accrued expenses, including long-term 18,026 (18,592) (23,066)
Lease liability (1,690) (1,301) 96
Deferred revenue (15,195) (31,365) (66,734)
Net cash (used in) provided by operating activities 738 33,811 (13,003)
Cash flows from investing activities:      
Purchase of property and equipment (75) (641) (3,528)
Internally developed software - capitalized costs (881) (2,350) (5,721)
Net cash used in investing activities (562,563) (2,991) (207,882)
Cash flows from financing activities:      
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded     (1,718)
Proceeds from equity investment (PIPE) 530,000    
Proceeds from issuance of term loans, net of fees 464,290   157,088
Principal payments on capital lease obligation (137) (370)  
Proceeds from accounts receivable facility, net of borrowings (9,456)   (39,154)
Proceeds from accounts receivable facility, net of borrowings   16,577  
Principal payments on term loans     (3,202)
Repayment of First and Second Out loans (605,591) (1,300)  
Net cash provided by financing activities 379,106 14,907 113,014
Effect of exchange rate changes on cash and cash equivalents (250) 203 (4,646)
Net (decrease) increase in cash, cash equivalents and restricted cash (182,969) 45,930 (112,517)
Cash, cash equivalents and restricted cash, beginning of period 120,373 74,443 168,923
Cash, cash equivalents and restricted cash, end of period 105,514 120,373 56,406
Supplemental disclosure of cash flow information:      
Cash and cash equivalents 90,772 117,299 43,344
Restricted cash 14,742 3,074 5,300
Cash attributed to discontinued operations     7,762
Cash, cash equivalents and restricted cash end of period 105,514 120,373 56,406
Supplemental disclosure of cash flow information and non-cash investing and financing activities:      
Cash paid for interest 5,030 16,439 21,347
Cash paid for income taxes, net of refunds 272 1,161 1,256
Unpaid capital expenditures 335 39 57
Fair value of shares issued in connection with Codecademy acquisition     182,550
Share issued in connection with business combinations 306,375    
PIPE subscription liability and warrants reclassified to equity 134,286    
Debt issued in connection with business combinations 90,000    
Warrants issued in connection with business combinations 14,000    
Impact of Adoption      
Cash flows from financing activities:      
Cash, cash equivalents and restricted cash, beginning of period 288,483    
Cash, cash equivalents and restricted cash, end of period   288,483  
Supplemental disclosure of cash flow information:      
Cash, cash equivalents and restricted cash end of period   $ 288,483  
Codecademy [Member]      
Cash flows from investing activities:      
Acquisition, net of cash acquired     $ (198,633)
GK      
Cash flows from investing activities:      
Acquisition, net of cash acquired (156,926)    
Skillsoft      
Cash flows from investing activities:      
Acquisition, net of cash acquired (386,035)    
Pluma.      
Cash flows from investing activities:      
Acquisition, net of cash acquired $ (18,646)