Business Combinations (Tables)
|
6 Months Ended |
Jul. 31, 2021 |
|---|
| Business Acquisition [Line Items] |
|
| Summary of unaudited pro forma financial information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unaudited Pro Forma Statement of Operations |
|
|
Three months |
|
Three months |
|
Six months |
|
Six months |
|
|
ended July 31, |
|
ended July 31, |
|
ended July 31, |
|
ended July 31, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Revenue |
|
$ |
180,271 |
|
$ |
122,566 |
|
$ |
357,089 |
|
$ |
245,519 |
Net loss |
|
|
(31,825) |
|
|
(67,319) |
|
|
(53,651) |
|
|
(144,815) |
|
| SLH |
|
| Business Acquisition [Line Items] |
|
| Summary of purchase consideration |
|
|
|
|
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 |
|
| Summary of fair value of the purchase price allocation |
The Company preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands):
|
|
|
|
Description |
|
Amount |
Cash, cash equivalents and restricted cash |
|
$ |
120,273 |
Current assets |
|
|
118,847 |
Property and equipment |
|
|
10,825 |
Intangible assets |
|
|
769,799 |
Long term assets |
|
|
18,629 |
Total assets acquired |
|
|
1,038,373 |
Current liabilities |
|
|
(49,056) |
Debt, including accounts receivable facility |
|
|
(552,977) |
Deferred revenue |
|
|
(123,300) |
Deferred tax liability |
|
|
(99,699) |
Long term liabilities |
|
|
(18,325) |
Total liabilities assumed |
|
|
(843,357) |
Net assets acquired |
|
|
195,016 |
Goodwill |
|
|
637,667 |
Total purchase price |
|
$ |
832,683 |
|
| Summary of identifiable intangible assets and estimated useful lives |
The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands):
|
|
|
|
|
|
|
Description |
|
Amount |
|
Life |
|
Trademark/tradename - Skillsoft |
|
$ |
84,700 |
|
indefinite |
|
Trademark/tradename – SumTotal |
|
|
5,800 |
|
9.6 |
years |
Courseware |
|
|
186,600 |
|
5 |
years |
Proprietary delivery and development software |
|
|
114,999 |
|
2.5-7.6 |
years |
Publishing Rights |
|
|
41,100 |
|
5 |
years |
Customer relationships |
|
|
264,600 |
|
12.6 |
years |
Backlog |
|
|
72,000 |
|
4.6 |
years |
Total |
|
$ |
769,799 |
|
|
|
|
| GK |
|
| Business Acquisition [Line Items] |
|
| Summary of purchase consideration |
The following summarized the purchase consideration (in thousands):
|
|
|
|
Description |
|
Amount |
Cash consideration |
|
$ |
170,199 |
Warrants Issued |
|
|
14,000 |
Joinder Term Loans |
|
|
70,000 |
Cash settlement of seller transaction costs |
|
|
4,251 |
Total Purchase Price |
|
$ |
258,450 |
|
| Summary of fair value of the purchase price allocation |
The Company preliminarily recorded the fair value of the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed as follows (in thousands):
|
|
|
|
Description |
|
Amount |
Cash, cash equivalents |
|
$ |
17,524 |
Current assets |
|
|
47,849 |
Property and equipment |
|
|
5,531 |
Intangible assets |
|
|
185,800 |
Long term assets |
|
|
12,401 |
Total assets acquired |
|
|
269,105 |
Current liabilities |
|
|
(74,463) |
Deferred revenue |
|
|
(23,018) |
Deferred tax liabilities |
|
|
(16,934) |
Long term liabilities |
|
|
(4,248) |
Total liabilities assumed |
|
|
(118,663) |
Net assets acquired |
|
|
150,442 |
Goodwill |
|
|
108,008 |
Total Purchase Price |
|
$ |
258,450 |
|
| Summary of identifiable intangible assets and estimated useful lives |
The preliminary values allocated to identifiable intangible assets and their estimated useful lives are as follows: (in thousands):
|
|
|
|
|
|
|
Description |
|
Amount |
|
Life |
|
Trademark/tradename |
|
$ |
25,400 |
|
indefinite |
|
Courseware |
|
|
1,500 |
|
3 |
years |
Proprietary delivery and development software |
|
|
2,500 |
|
2 |
years |
Vendor relationships |
|
|
43,900 |
|
2.6 |
years |
Customer relationships |
|
|
112,500 |
|
10.6 |
years |
Total |
|
$ |
185,800 |
|
|
|
|