Schedule of Business Acquisitions, by Acquisition [Table Text Block] |
Description |
|
Amount |
|
Class A common stock issued |
|
$ |
258,000 |
|
Class B common stock issued * |
|
|
48,375 |
|
Cash payments |
|
|
505,000 |
|
Second Out Term Loan |
|
|
20,000 |
|
Cash settlement of seller transaction costs |
|
|
1,308 |
|
Total purchase price |
|
$ |
832,683 |
|
Description |
|
Amount |
|
Cash consideration |
|
$ |
170,199 |
|
Warrants issued |
|
|
14,000 |
|
Additional Term Loans issued |
|
|
70,000 |
|
Cash settlement of seller transaction costs |
|
|
4,251 |
|
Total purchase price |
|
$ |
258,450 |
|
Description |
|
Amount |
|
Cash payments |
|
$ |
202,119 |
|
Class A common stock issued |
|
|
182,550 |
|
Cash settlement of seller transaction costs and other |
|
|
1,315 |
|
Total purchase price |
|
$ |
385,984 |
|
|
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary Purchase |
|
|
|
|
|
|
Final Purchase |
|
Description |
|
Price Allocation |
|
|
Adjustments (1)(2) |
|
|
Price Allocation |
|
Cash, cash equivalents and restricted cash |
|
$ |
120,273 |
|
|
$ |
— |
|
|
$ |
120,273 |
|
Current assets |
|
|
118,847 |
|
|
|
706 |
|
|
|
119,553 |
|
Property and equipment |
|
|
10,825 |
|
|
|
1,632 |
|
|
|
12,457 |
|
Intangible assets |
|
|
769,799 |
|
|
|
(4,701 |
) |
|
|
765,098 |
|
Long term assets |
|
|
18,629 |
|
|
|
— |
|
|
|
18,629 |
|
Total assets acquired |
|
|
1,038,373 |
|
|
|
(2,363 |
) |
|
|
1,036,010 |
|
Current liabilities |
|
|
(49,056 |
) |
|
|
(350 |
) |
|
|
(49,406 |
) |
Debt, including accounts receivable facility |
|
|
(552,977 |
) |
|
|
— |
|
|
|
(552,977 |
) |
Deferred revenue |
|
|
(123,300 |
) |
|
|
(114,047 |
) |
|
|
(237,347 |
) |
Deferred and other tax liabilities |
|
|
(99,699 |
) |
|
|
15,920 |
|
|
|
(83,779 |
) |
Long term liabilities |
|
|
(18,325 |
) |
|
|
1 |
|
|
|
(18,324 |
) |
Total liabilities assumed |
|
|
(843,357 |
) |
|
|
(98,476 |
) |
|
|
(941,833 |
) |
Net assets acquired |
|
|
195,016 |
|
|
|
(100,839 |
) |
|
|
94,177 |
|
Goodwill |
|
|
637,667 |
|
|
|
100,839 |
|
|
|
738,506 |
|
Total purchase price |
|
$ |
832,683 |
|
|
$ |
— |
|
|
$ |
832,683 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary Purchase |
|
|
|
|
|
|
Final Purchase |
|
Description |
|
Price Allocation |
|
|
Adjustments (1)(2) |
|
|
Price Allocation |
|
Cash, cash equivalents |
|
$ |
17,524 |
|
|
$ |
(100 |
) |
|
$ |
17,424 |
|
Current assets |
|
|
47,849 |
|
|
|
(2,442 |
) |
|
|
45,407 |
|
Property and equipment |
|
|
5,531 |
|
|
|
1,625 |
|
|
|
7,156 |
|
Intangible assets |
|
|
185,800 |
|
|
|
— |
|
|
|
185,800 |
|
Long term assets |
|
|
12,401 |
|
|
|
(3,325 |
) |
|
|
9,076 |
|
Total assets acquired |
|
|
269,105 |
|
|
|
(4,242 |
) |
|
|
264,863 |
|
Current liabilities |
|
|
(74,463 |
) |
|
|
10,910 |
|
|
|
(63,553 |
) |
Deferred revenue |
|
|
(23,018 |
) |
|
|
(8,191 |
) |
|
|
(31,209 |
) |
Deferred and other tax liabilities |
|
|
(16,934 |
) |
|
|
(6,162 |
) |
|
|
(23,096 |
) |
Long term liabilities |
|
|
(4,248 |
) |
|
|
2,168 |
|
|
|
(2,080 |
) |
Total liabilities assumed |
|
|
(118,663 |
) |
|
|
(1,275 |
) |
|
|
(119,938 |
) |
Net assets acquired |
|
|
150,442 |
|
|
|
(5,517 |
) |
|
|
144,925 |
|
Goodwill |
|
|
108,008 |
|
|
|
5,517 |
|
|
|
113,525 |
|
Total purchase price |
|
$ |
258,450 |
|
|
$ |
— |
|
|
$ |
258,450 |
|
|
|
Final Purchase |
|
Description |
|
Price Allocation |
|
Cash, cash equivalents and restricted cash |
|
$ |
4,053 |
|
Current assets |
|
|
3,671 |
|
Property and equipment |
|
|
385 |
|
Intangible assets |
|
|
119,000 |
|
Total assets acquired |
|
|
127,109 |
|
Current liabilities |
|
|
(6,166 |
) |
Deferred revenue |
|
|
(18,396 |
) |
Deferred tax liabilities |
|
|
(21,621 |
) |
Total liabilities assumed |
|
|
(46,183 |
) |
Net assets acquired |
|
|
80,926 |
|
Goodwill |
|
|
305,058 |
|
Total purchase price |
|
$ |
385,984 |
|
|
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] |
Description |
|
Amount |
|
|
Life (in years) |
|
Trademark/tradename – Skillsoft |
|
$ |
84,700 |
|
|
indefinite |
|
Trademark/tradename – SumTotal |
|
|
5,800 |
|
|
|
9.6 |
|
Courseware |
|
|
186,600 |
|
|
|
5 |
|
Proprietary delivery and development software |
|
|
114,598 |
|
|
|
2.5 - 7.6 |
|
Publishing Rights |
|
|
41,100 |
|
|
|
5 |
|
Customer relationships |
|
|
271,400 |
|
|
|
12.6 |
|
Backlog |
|
|
60,900 |
|
|
|
4.6 |
|
Total |
|
$ |
765,098 |
|
|
|
|
|
Description |
|
Amount |
|
|
Life (in years) |
|
Trademark/tradename |
|
$ |
25,400 |
|
|
|
17.6 |
|
Courseware |
|
|
1,500 |
|
|
|
3 |
|
Proprietary delivery and development software |
|
|
2,500 |
|
|
|
0.6 |
|
Vendor relationships |
|
|
43,900 |
|
|
|
2.6 |
|
Customer relationships |
|
|
112,700 |
|
|
|
10.6 |
|
Total |
|
$ |
186,000 |
|
|
|
|
|
Description |
|
Amount |
|
|
Life (in years) |
|
Trade name |
|
$ |
44,000 |
|
|
|
13.8 |
|
Developed technology |
|
|
43,000 |
|
|
|
5.0 |
|
Content |
|
|
17,000 |
|
|
|
5.0 |
|
Customer relationships |
|
|
15,000 |
|
|
|
5.8 |
|
Total |
|
$ |
119,000 |
|
|
|
|
|
|