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

Annual report pursuant to Section 13 and 15(d)

Note 24 - Net Loss Per Share

Note 24 - Net Loss Per Share

12 Months Ended

Jan. 31, 2023

(24) Net Loss Per Share

Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options, and shares issuable under the employee stock purchase plan using the treasury stock method.

The following tables set forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	*Fiscal 2023*			*Fiscal 2022*						*Fiscal 2021*
	*Successor*			*Successor*			*Predecessor (SLH)*			*Predecessor (SLH)*			*Predecessor (PL)*
	*From*			*From*			*From*			*From*			*From*
	*February 1, 2022*			*June 12, 2021*			*February 1, 2021*			*August 27, 2020*			*February 1, 2020*
	*to January 31,*			*to January 31,*			*to June 11,*			*to January 31,*			*to August 27,*
	*2023*			*2022*			*2021*			*2021*			*2020*
Net income (loss) from continuing operations	$	(790,066	)	$	(58,746	)	$	(50,439	)	$	(89,754	)	$	2,929,958
Net income (loss) from discontinued operations		65,102			11,940			1,175			(3,968	)		(165,946	)
Net income (loss)	$	(724,964	)	$	(46,806	)	$	(49,264	)	$	(93,722	)	$	2,764,012

Net income (loss) share class (Predecessor (SLH) only)
Net loss for Class A - Continuing operations							$	(48,421	)	$	(86,164	)
Net income (loss) for Class A - Discontinued operations								1,128			(3,809	)
Loss on modifications of terms of participation rights held by Class B shareholders and warrants								—			(5,900	)
Net loss attributable to Class A							$	(47,293	)	$	(95,873	)

Net loss for Class B - Continuing operations							$	(2,018	)	$	(3,590	)
Net income (loss) loss for Class B - Discontinued operations								47			(159	)
Gain on modifications of terms of participation rights held by Class B shareholders and warrants								—			5,900
Net income (loss) attributable to Class B							$	(1,971	)	$	2,151

Weighted average common shares outstanding:
Ordinary – Basic and Diluted (Successor)		158,880			133,143			*			*			*
Class A – Basic and Diluted (Predecessor (SLH))		*			*			3,840			3,840			*
Class B – Basic and Diluted (Predecessor (SLH))		*			*			160			160			*
Ordinary – Basic and Diluted (Predecessor (PL))		*			*			*			*			100.1

Net income (loss) per share:
Ordinary – Basic and Diluted (Successor) - Continuing operations	$	(4.97	)	$	(0.44	)		*			*			*
Ordinary – Basic and Diluted (Successor) - Discontinued operations		0.41			0.09			*			*			*
Ordinary – Basic and Diluted (Successor)	$	(4.56	)	$	(0.35	)		*			*			*
Class A – Basic and Diluted (Predecessor (SLH)) - Continuing operations		*			*		$	(12.61	)	$	(23.98	)		*
Class A – Basic and Diluted (Predecessor (SLH)) - Discontinued operations		*			*			0.29			(0.99	)		*
Class A – Basic and Diluted (Predecessor (SLH))		*			*		$	(12.32	)	$	(24.97	)		*
Class B – Basic and Diluted (Predecessor (SLH)) - Continuing operations		*			*		$	(12.61	)	$	14.43			*
Class B – Basic and Diluted (Predecessor (SLH)) - Discontinued operations		*			*			0.29			(0.99	)		*
Class B – Basic and Diluted (Predecessor (SLH))		*			*		$	(12.32	)	$	13.44			*
Ordinary – Basic and Diluted (Predecessor (PL)) - Continuing operations		*			*			*			*		$	29,270.31
Ordinary – Basic and Diluted (Predecessor (PL)) - Discontinued operations		*			*			*			*			(1,657.80	)
Ordinary – Basic and Diluted (Predecessor (PL))		*			*			*			*		$	27,612.51

*	Not Applicable

Common shares related to participating rights in Notional Units in Evergreen have been excluded as the income generated for period from February 1, 2020 through August 27, 2020 (Predecessor (PL)) is attributable to gains recognized upon emergence of bankruptcy, which the Notional Units did not participate in as they were cancelled at that time.

Warrants to purchase 705,882 common shares have been excluded from the Predecessor (SLH) period since, for periods of losses, the impact would be anti-dilutive and, for periods of income, no shares would be added to diluted earnings per share under the treasury stock method as the strike price of these awards are above the fair market value of underlying shares for all periods presented.

During the fiscal year ended January 31, 2023 (Successor), the period from June 12, 2021 through January 31, 2022 (Successor), and the period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), the Company incurred net losses and, therefore, the effect of the Company’s potentially dilutive securities was not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share/unit totals with a potentially dilutive impact (in thousands):

Fiscal 2023

Fiscal 2022

Successor

Predecessor (SLH)

From

February 1, 2022

June 12, 2021

February 1, 2021

to January 31,

to June 11,

2023

2022

2021

Warrants to purchase common shares

61,967

706

Stock Options

2,322

2,826

—

RSU’s

14,425

6,558

—

Total

78,714

71,351

706