Skillsoft Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Note 4 - Discontinued Operations

Note 4 - Discontinued Operations

12 Months Ended

Jan. 31, 2024

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

(4) Discontinued Operations

On August 15, 2022, we completed 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 sold, and Buyer purchased, all of Seller’s right, title and interest in and to one hundred percent (100%) of the outstanding shares of capital stock of SumTotal. 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 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. The presentation of the assets and liabilities in comparative periods retained their previous classification as current or long-term. No losses were recognized when the discontinued operations' assets and liabilities were transitioned to held for sale, and depreciation and amortization ceased on such assets. The operating results of SumTotal are reported as discontinued operations, for all periods presented, as the disposition reflected a strategic shift that had 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 consolidated statements of operations. The following presents financial results of SumTotal for all periods presented in our condensed consolidated statements of operations (in thousands):

	*Fiscal 2023*			*Fiscal 2022*
	*Successor*			*Successor*			*Predecessor*
	*From*			*From*			*From*
	*February 1, 2022 to*			*June 12, 2021 to*			*February 1, 2021*
	*January 31, 2023*			*January 31, 2022*			*to June 11, 2021*
Revenues:
Total revenues	$	60,706		$	75,911		$	37,142
Operating expenses:
Costs of revenues		19,027			25,688			13,838
Content and software development		12,246			16,114			9,072
Selling and marketing		11,507			13,116			7,539
General and administrative		730			1,164			746
Amortization of intangible assets		6,345			6,873			4,410
Acquisition and integration related costs		1,609			607			297
Restructuring		42			121			(127	)
Total operating expenses		51,506			63,683			35,775
Operating income from discontinued operations		9,200			12,228			1,367
Other income (expense), net		2,681			31			(326	)
Interest income		12			18			4
Interest expense		(1,443	)		(1,176	)		(57	)
Income (loss) from discontinued operations before income taxes		10,450			11,101			988
Provision for (benefit from) income taxes		1,967			(839	)		(187	)
Net income (loss) from discontinued operations	$	8,483		$	11,940		$	1,175

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