Quarterly report pursuant to Section 13 or 15(d)

Note 10 - Shareholders' Equity

Note 10 - Shareholders' Equity
3 Months Ended
Apr. 30, 2023
Notes to Financial Statements  
Equity [Text Block]

(10)    Shareholders Equity


Common Stock


As of April 30, 2023, 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, and 159,578,765 shares of Class A common stock were issued and outstanding. As of April 30, 2023, the Company had no shares of Class C outstanding. 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 shares 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.




Refer to Note 11, for information related to the equity classified warrants.


Share Repurchases and Repurchase Authorization


On September 7, 2022, the Board of Directors authorized Skillsoft to repurchase up to $30.0 million of its Class A common stock, which will expire September 7, 2023 unless extended. Under the program, the Company may purchase shares in the open market, in private negotiated transactions, or by other means from time to time. The timing and amount of any shares purchased will be based upon a variety of factors, including the share price of Class A common stock, general market conditions, alternative uses for capital such as reducing debt, the Company’s financial performance, and other considerations. The share repurchase program does not obligate the Company to purchase any minimum number of shares, and the program may be suspended, modified, or discontinued at any time without prior notice. Under the program, the Company repurchased 4,365,255 of its shares for $8.0 million during the three months ended April 30, 2023. From inception through the first quarter of fiscal 2024, we repurchased 5,995,530 of our shares for $10.9 million. Related to the repurchases during the first quarter of fiscal 2024, 654,838 shares for $0.9 million were settled in May 2023.


Accumulated Other Comprehensive Income (Loss)


Accumulated Other Comprehensive Income (Loss) associated with foreign currency translation adjustments (in thousands) consisted of the following:



Three Months Ended April 30,






Before Tax


Income Tax




Before Tax


Income Tax




Balance as of beginning-of-period

  $ (14,794 )   $     $ (14,794 )   $ 970     $     $ 970  

Translation adjustment

    875             875       (2,248 )           (2,248 )

Balance as of end-of-period

  $ (13,919 )   $     $ (13,919 )   $ (1,278 )   $     $ (1,278 )