Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations

Note 4 - Discontinued Operations
9 Months Ended
Oct. 31, 2023
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

(4)    Discontinued Operations


On June 12, 2022, Skillsoft entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among Skillsoft, Skillsoft (US) Corporation (“Seller”), Amber Holding Inc. (“SumTotal”), and Cornerstone OnDemand, Inc. (“Buyer”), pursuant to which, subject to the certain terms and conditions contained therein, Seller agreed to sell, and Buyer agreed to purchase, all of Seller’s right, title and interest in and to one hundred percent (100%) of the outstanding shares of capital stock of SumTotal. The sale was completed on August 15, 2022. Net proceeds from the sale were $174.9 million, after final working capital adjustments in April 2023.


In connection with the sale, the parties to the Purchase Agreement entered into certain other agreements, including a transition services agreement pursuant to which each of Seller and Buyer agreed to provide the other party with certain transition services for a limited period following the closing.


The Company determined that the sale of the SumTotal business met the criteria to be classified as discontinued operations, and its assets and liabilities held for sale, as of June 12, 2022. Accordingly, the Company classified the assets and liabilities of the discontinued operations as held for sale in its consolidated balance sheets at the lower of carrying amount or fair value less cost to sell. Classification for the assets and liabilities in comparative periods retained their previous classification as current or long-term. No losses were recognized upon classification of the discontinued operations' assets and liabilities as held for sale. Depreciation and amortization ceased on assets classified as held for sale. The operating results of SumTotal are reported as discontinued operations, for all periods presented, as the disposition reflects a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.


The financial results of SumTotal are presented as Income from discontinued operations, net of tax in our condensed consolidated statements of operations. The following presents financial results of SumTotal for the three and nine months ended October 31, 2022 in our condensed consolidated statements of operations (in thousands):



Three Months


Nine Months






October 31, 2022


October 31, 2022




Total revenues

  $ 4,178     $ 60,706  

Operating expenses:


Costs of revenues

    1,250       19,027  

Content and software development

    956       12,246  

Selling and marketing

    800       11,507  

General and administrative

    67       730  

Amortization of intangible assets


Acquisition-related costs

    1,056       1,609  


    (159 )     42  

Total operating expenses

    3,970       51,506  

Operating income from discontinued operations

    208       9,200  

Other income (expense), net

    2,223       2,681  

Interest income


Interest expense

    (101 )     (1,443 )

Income (loss) from discontinued operations before income taxes

    2,330       10,450  

Provision for (benefit from) income taxes

    1,115       1,967  

Net income (loss) from discontinued operations

  $ 1,215     $ 8,483  


In addition, the amounts described in other footnotes within these condensed consolidated financial statements have been updated to reflect the amounts applicable to continuing operations, unless otherwise noted.