Note 4 - Fresh-start Reporting (Tables)
|
12 Months Ended |
Jan. 31, 2023 |
|---|
| Notes Tables |
|
| Schedule of Reconciliation of Enterprise Value Under Reorganization Adjustment [Table Text Block] |
| Enterprise value (1) |
|
$ |
1,150,000 |
|
| Plus (minus): |
|
|
|
|
| Cash |
|
|
92,009 |
|
| Borrowings under accounts receivable facility |
|
|
(48,886 |
) |
| Fair value of debt |
|
|
(514,950 |
) |
| Fair value of warrants |
|
|
(11,200 |
) |
| Implied value of Successor Company common stock |
|
$ |
666,973 |
|
| |
|
|
|
|
| Shares issued upon emergence (Class A and B common stock) |
|
|
4,000 |
|
| Per share |
|
$ |
167 |
|
| Enterprise value (1) |
|
$ |
1,150,000 |
|
| Plus: |
|
|
|
|
| Cash |
|
|
92,009 |
|
| Current liabilities (excluding AR facility and Current maturity of long-term debt) |
|
|
134,257 |
|
| Deferred tax liabilities |
|
|
103,930 |
|
| Other long-term liabilities |
|
|
7,140 |
|
| Non-current lease obligations |
|
|
16,399 |
|
| Reorganization value |
|
$ |
1,503,735 |
|
|
| Reorganization, Chapter 11 [Table Text Block] |
| |
|
Predecessor |
|
|
Reorganization |
|
|
|
Fresh Start |
|
|
|
Predecessor |
|
| |
|
(PL) |
|
|
Adjustments |
|
|
|
Adjustment |
|
|
|
(SLH) |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
42,341 |
|
|
$ |
49,668 |
|
(1) |
|
$ |
— |
|
|
|
$ |
92,009 |
|
| Restricted cash |
|
|
35,306 |
|
|
|
(25,000 |
) |
(1) |
|
|
— |
|
|
|
|
10,306 |
|
| Accounts receivable |
|
|
73,607 |
|
|
|
1,700 |
|
(2) |
|
|
(990 |
) |
(10) |
|
|
74,317 |
|
| Prepaid expenses and other current assets |
|
|
39,317 |
|
|
|
(300 |
) |
(2) |
|
|
(10,573 |
) |
(11) |
|
|
28,444 |
|
| Total current assets |
|
|
190,571 |
|
|
|
26,068 |
|
|
|
|
(11,563 |
) |
|
|
|
205,076 |
|
| Property and equipment, net |
|
|
15,523 |
|
|
|
500 |
|
(2) |
|
|
— |
|
|
|
|
16,023 |
|
| Goodwill |
|
|
1,070,674 |
|
|
|
5,100 |
|
(2) |
|
|
(580,639 |
) |
(12) |
|
|
495,135 |
|
| Intangible assets, net |
|
|
249,962 |
|
|
|
— |
|
|
|
|
516,124 |
|
(13) |
|
|
766,086 |
|
| Right of use assets |
|
|
17,454 |
|
|
|
— |
|
|
|
|
367 |
|
(14) |
|
|
17,821 |
|
| Other assets |
|
|
17,313 |
|
|
|
(3,500 |
) |
(2) |
|
|
(10,219 |
) |
(11) |
|
|
3,594 |
|
| Total assets |
|
$ |
1,561,497 |
|
|
$ |
28,168 |
|
|
|
$ |
(85,930 |
) |
|
|
$ |
1,503,735 |
|
| LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current maturities of long-term debt |
|
$ |
60,000 |
|
|
$ |
(57,400 |
) |
(3) |
|
$ |
— |
|
|
|
$ |
2,600 |
|
| Borrowings under accounts receivable facility |
|
|
48,886 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
48,886 |
|
| Accounts payable |
|
|
7,851 |
|
|
|
300 |
|
(2) |
|
|
— |
|
|
|
|
8,151 |
|
| Accrued compensation |
|
|
23,587 |
|
|
|
1,400 |
|
(2) |
|
|
— |
|
|
|
|
24,987 |
|
| Accrued expenses and other liabilities |
|
|
12,105 |
|
|
|
500 |
|
(2) |
|
|
— |
|
|
|
|
12,605 |
|
| Lease liabilities |
|
|
1,699 |
|
|
|
3,245 |
|
(6) |
|
|
(175 |
) |
(14) |
|
|
4,769 |
|
| Deferred revenue |
|
|
196,469 |
|
|
|
2,400 |
|
(2) |
|
|
(115,124 |
) |
(15) |
|
|
83,745 |
|
| Total current liabilities |
|
|
350,597 |
|
|
|
(49,555 |
) |
|
|
|
(115,299 |
) |
|
|
|
185,743 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Long-term debt |
|
|
— |
|
|
|
517,400 |
|
(3)(4) |
|
|
(5,050 |
) |
(17) |
|
|
512,350 |
|
| Long term lease liabilities |
|
|
3,732 |
|
|
|
12,442 |
|
(6) |
|
|
225 |
|
(14) |
|
|
16,399 |
|
| Warrants |
|
|
— |
|
|
|
11,200 |
|
(6)(8) |
|
|
— |
|
|
|
|
11,200 |
|
| Deferred tax liabilities |
|
|
— |
|
|
|
30,484 |
|
(6)(6) |
|
|
73,446 |
|
(16) |
|
|
103,930 |
|
| Deferred revenue - non-current |
|
|
1,783 |
|
|
|
— |
|
|
|
|
(1,128 |
) |
(15) |
|
|
655 |
|
| Other long-term liabilities |
|
|
2,289 |
|
|
|
3,796 |
|
(6) |
|
|
400 |
|
(17) |
|
|
6,485 |
|
| Total long-term liabilities |
|
|
7,804 |
|
|
|
575,322 |
|
|
|
|
67,893 |
|
|
|
|
651,019 |
|
| Liabilities subject to compromise |
|
|
4,472,954 |
|
|
|
(4,472,954 |
) |
(6) |
|
|
— |
|
|
|
|
— |
|
| Total liabilities |
|
|
4,831,355 |
|
|
|
(3,947,187 |
) |
|
|
|
(47,406 |
) |
|
|
|
836,762 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’ equity (deficit): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ordinary shares (Predecessor) |
|
|
138 |
|
|
|
(138 |
) |
(7) |
|
|
— |
|
|
|
|
— |
|
| Additional paid-in capital (Predecessor) |
|
|
83 |
|
|
|
(83 |
) |
(7) |
|
|
— |
|
|
|
|
— |
|
| Ordinary shares (Successor) |
|
|
— |
|
|
|
40 |
|
(6)(8) |
|
|
— |
|
|
|
|
40 |
|
| Additional paid-in capital (Successor) |
|
|
— |
|
|
|
666,933 |
|
(6)(8) |
|
|
— |
|
|
|
|
666,933 |
|
| Retained earnings (accumulated deficit) |
|
|
(3,267,346 |
) |
|
|
3,308,603 |
|
(9) |
|
|
(41,257 |
) |
(17) |
|
|
— |
|
| Accumulated other comprehensive loss |
|
|
(2,733 |
) |
|
|
— |
|
|
|
|
2,733 |
|
(18) |
|
|
— |
|
| Total shareholders’ equity (deficit) |
|
|
(3,269,858 |
) |
|
|
3,975,355 |
|
|
|
|
(38,524 |
) |
|
|
|
666,973 |
|
| Total liabilities and shareholders’ equity (deficit) |
|
$ |
1,561,497 |
|
|
$ |
28,168 |
|
|
|
$ |
(85,930 |
) |
|
|
$ |
1,503,735 |
|
|
| Schedule of Usage of Cash Under Reorganization Adjustment [Table Text Block] |
| Sources: |
|
|
|
|
| Release of restricted cash (a) |
|
$ |
25,000 |
|
| Additional funding from First Out Term Loan |
|
|
50,000 |
|
| Reconsolidation of Canadian subsidiary |
|
|
1,100 |
|
| Total sources of cash |
|
|
76,100 |
|
| Uses: |
|
|
|
|
| Exit Facility and DIP Facility rollover financing costs paid upon Effective Date |
|
|
(5,032 |
) |
| Professional success fees paid upon Effective Date |
|
|
(21,400 |
) |
| Total uses of cash |
|
|
(26,432 |
) |
| Net increase in cash |
|
$ |
49,668 |
|
|
| Schedule of Debt Under Reorganization Adjustment [Table Text Block] |
| Term Loan Facility: |
|
|
|
|
| Senior Secured First Out Term Loan |
|
$ |
110,000 |
|
| Senior Secured Second Out Term Loan |
|
|
410,000 |
|
| Total Debt - Exit facility (a) |
|
|
520,000 |
|
| Current portion of long-term debt |
|
|
(2,600 |
) |
| Long-term debt, net of current portion |
|
$ |
517,400 |
|
|
| Schedule of Disposition of Liability Under Reorganization Adjustment [Table Text Block] |
| Liabilities subject to compromise pre-emergence |
|
$ |
4,472,954 |
|
| Reinstated on the Effective Date: |
|
|
|
|
| Lease liabilities (current and non-current) |
|
|
(15,687 |
) |
| Deferred tax liabilities |
|
|
(26,107 |
) |
| Other long-term liabilities |
|
|
(3,796 |
) |
| Total liabilities reinstated |
|
|
(45,590 |
) |
| Less amounts settled per the Plan of Reorganization |
|
|
|
|
| Issuance of new debt |
|
|
(410,000 |
) |
| Issuance of warrants |
|
|
(11,200 |
) |
| Equity issued at emergence to creditors in settlement of liabilities subject to compromise |
|
|
(666,973 |
) |
| Total amounts settled |
|
|
(1,088,173 |
) |
| Gain on settlement of liabilities subject to compromise |
|
$ |
3,339,191 |
|
|
| Schedule of Cumulative Impact of Under Reorganization Adjustment [Table Text Block] |
| Gain on settlement of liabilities subject to compromise |
|
$ |
3,339,191 |
|
| Provision for income taxes |
|
|
(4,377 |
) |
| Professional success fees paid upon Effective Date |
|
|
(21,400 |
) |
| Exit Facility and DIP Facility rollover financing costs paid upon Effective Date |
|
|
(5,032 |
) |
| Cancellation of predecessor shares and additional paid in capital |
|
|
221 |
|
| Net impact on accumulated deficit |
|
$ |
3,308,603 |
|
|
| Schedule of Goodwill Under Fresh Start Adjustment [Table Text Block] |
| (in thousands) |
|
|
|
|
| Reorganization value of Successor company |
|
$ |
1,503,735 |
|
| Less: Fair value of Successor company assets |
|
|
(1,008,600 |
) |
| Reorganization value of Successor company in excess of asset fair value - Goodwill |
|
$ |
495,135 |
|
|
| Schedule of Adjustment to Intangible Assets Under Fresh Start Adjustment [Table Text Block] |
| |
|
Estimated |
|
|
Estimated |
|
| |
|
fair value |
|
|
useful life (years) |
|
| Developed software/ courseware |
|
$ |
261,600 |
|
|
|
3 - 5 |
|
| Customer contracts/ relationships |
|
|
279,500 |
|
|
|
12.4 |
|
| Trademarks and trade names |
|
|
6,300 |
|
|
|
9.4 |
|
| Backlog |
|
|
90,200 |
|
|
|
4.4 |
|
| Skillsoft trademark |
|
|
91,500 |
|
|
Indefinite |
|
| Publishing rights |
|
|
35,200 |
|
|
|
5 |
|
| Capitalized software |
|
|
1,786 |
|
|
|
5 |
|
| Total intangible asset upon emergence |
|
|
766,086 |
|
|
|
|
|
| Elimination of historical acquired intangible assets |
|
|
(249,962 |
) |
|
|
|
|
| Fresh-start adjustment to acquired intangibles assets |
|
$ |
516,124 |
|
|
|
|
|
|
| Schedule of Cumulative Impact of Under Fresh Start Adjustment [Table Text Block] |
| Fresh-start adjustment to accounts receivable, net |
|
$ |
(990 |
) |
| Fresh-start adjustment to prepaid assets and other assets (including long-term) |
|
|
(20,792 |
) |
| Fresh-start adjustment to goodwill |
|
|
(580,639 |
) |
| Fresh-start adjustment to intangible assets, net |
|
|
516,124 |
|
| Fresh-start adjustment to operating lease right-of-use assets and liabilities, net |
|
|
317 |
|
| Fresh-start adjustment to deferred revenue (current and non-current) |
|
|
116,252 |
|
| Fair value adjustment to debt |
|
|
5,050 |
|
| Fair value adjustment to other long-term liabilities |
|
|
(400 |
) |
| Total fresh-start adjustments impacting reorganization items, net |
|
|
34,922 |
|
| Elimination of accumulated other comprehensive loss |
|
|
(2,733 |
) |
| Tax impact of fresh-start adjustments |
|
|
(73,446 |
) |
| Net impact on accumulated deficit |
|
$ |
(41,257 |
) |
|
| Schedule of Adjustment of Reorganization Recognized In Statement of Operation [Table Text Block] |
| |
|
Predecessor (PL) |
|
| |
|
February 1, 2020 |
|
| |
|
through |
|
| |
|
August 27, 2020 |
|
| Gain on settlement of liabilities subject to compromise |
|
$ |
3,339,191 |
|
| Impact of fresh-start adjustments |
|
|
66,928 |
|
| Exit Facility and DIP Facility rollover financing costs paid upon Effective Date |
|
|
(5,032 |
) |
| Write-off of pre-petition debt and DIP issuance costs |
|
|
(9,461 |
) |
| Professional success fees paid upon Effective Date |
|
|
(21,399 |
) |
| Professional fees and other bankruptcy related costs |
|
|
(13,076 |
) |
| Gain on Deconsolidation of Canadian subsidiary |
|
|
4,100 |
|
| Reorganization items, net |
|
$ |
3,361,251 |
|
| |
|
Predecessor (SLH) |
|
|
Predecessor (PL) |
|
| |
|
August 28, 2020 |
|
|
February 1, 2020 |
|
| |
|
through |
|
|
through |
|
| |
|
January 31, 2021 |
|
|
August 27, 2020 |
|
| Cash payment for reorganization items, net |
|
$ |
784 |
|
|
$ |
42,916 |
|
|