Quarterly report pursuant to Section 13 or 15(d)

Note 12 - Stock-based Compensation

v3.23.1
Note 12 - Stock-based Compensation
3 Months Ended
Apr. 30, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

(12)    Stock-based compensation

 

Equity Incentive Plans

 

In June 2021, Skillsoft Corp adopted the 2020 Omnibus Incentive Plan (“2020 Plan”). 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 awards, 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 for in the 2020 Plan. As of April 30, 2023, a total of 1,697,713 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 summarizes the stock option activity for the three months ended April 30, 2023:

 

                   

Weighted -

         
           

Weighted -

   

Average

         
           

Average

   

Remaining

   

Aggregate

 
           

Exercise

   

Contractual

   

Intrinsic Value

 
   

Shares

   

Price

   

Term (Years)

   

(in thousands)

 

Outstanding, January 31, 2023

    2,321,976     $ 10.74       8.4     $  

Granted

                       

Exercised

                       

Forfeited

    (123,976 )     10.51              

Expired

                       

Outstanding, April 30, 2023

    2,198,000       10.75       8.1        
                                 

Vested and exercisable, April 30, 2023

    824,250       10.75              

 

The total unrecognized equity-based compensation costs related to the stock options was $3.9 million based on the $2.59 weighted average grant date fair value of the options, which is expected to be recognized over a weighted-average period of 2.1 years.

 

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. Other than restricted stock units granted to our non-employee directors, which vest upon the earlier of the anniversary of the grant date and the Company’s next annual meeting of stockholders, restricted stock units generally vest ratably over a three or four-year period, subject to continued employment through each anniversary. The fair value of restricted stock units is determined on the grant date and is amortized over the vesting period on a straight-line basis.

 

The following summarizes the RSU activity for the three months ended April 30, 2023:

 

           

Weighted -

   

Aggregate

 
           

Average Grant

   

Intrinsic Value

 
   

Shares

   

Date Fair Value

   

(in thousands)

 

Unvested balance, January 31, 2023

    12,166,123     $ 6.01     $ 23,359  

Granted

    7,692,416       1.53        

Vested

    (450,772 )     7.71        

Forfeited

    (785,222 )     5.95        

Unvested balance, April 30, 2023

    18,622,545       4.13       22,906  

 

The total unrecognized stock-based compensation costs related to RSUs was $64.5 million, which is expected to be recognized over a weighted-average period of 2.7 years.

 

Market-based Restricted Stock Units

 

Market-based restricted stock units (“MBRSUs”) vest over a three-year or four-year performance period, subject to continued employment through each anniversary and achievement of market conditions, specifically the Company's stock price and an objective relative total shareholder return. The fair value of MBRSUs that include vesting based on market conditions are estimated using the Monte Carlo valuation method. Compensation cost for these awards is recognized based on the grant date fair value which is recognized over the vesting period using the accelerated attribution method.

 

The following summarizes the MBRSUs activity for the three months ended April 30, 2023:

 

           

Weighted -

   

Aggregate

 
           

Average Grant

   

Intrinsic Value

 
   

Shares

   

Date Fair Value

   

(in thousands)

 

Unvested balance, January 31, 2023

    2,258,458     $ 6.75     $ 4,336  

Granted

    2,271,250       2.26        

Vested

                 

Forfeited

    (44,048 )     4.63        

Unvested balance, April 30, 2023

    4,485,660       4.59       5,517  

 

The total unrecognized stock-based compensation costs related to MBRSUs was $10.8 million, which is expected to be recognized over a weighted-average period of 1.3 years.

 

Stock-based Compensation Expense

 

The following summarizes the classification of stock-based compensation in the condensed consolidated statements of operations (in thousands):

 

   

Three Months

   

Three Months

 
   

Ended

   

Ended

 
   

April 30, 2023

   

April 30, 2022

 

Cost of revenues

  $ 97     $ 1  

Content and software development

    2,012       686  

Selling and marketing

    1,682       1,259  

General and administrative

    5,337       4,952  

Total

  $ 9,128     $ 6,898