Quarterly report pursuant to Section 13 or 15(d)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
4 Months Ended 5 Months Ended 9 Months Ended
Jun. 11, 2021
Oct. 31, 2021
Oct. 31, 2022
Cash flows from operating activities:      
Net loss $ (49,264) $ (54,708) $ (671,485)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Share-based compensation   9,034 25,311
Depreciation and amortization 3,572 4,309 5,323
Amortization of intangible assets 50,902 57,087 134,541
Change in bad debt reserve (174) (668) 275
(Benefit from) provision for income taxes - non-cash (5,886) (9,937) (43,115)
Non-cash interest expense 487 913 1,550
Fair value adjustment to warrants (900) 19,723 (26,080)
Right-of-use asset 748 3,473 4,302
Impairment of goodwill     641,362
Unrealized gain on derivative instrument     (5,249)
Gain on sale of business     (53,756)
Changes in current assets and liabilities, net of effects from acquisitions:      
Accounts receivable 88,622 (8,446) 76,821
Prepaid expenses and other current assets 3,379 (5,002) (617)
Accounts payable (6,417) (1,636) (3,052)
Accrued expenses, including long-term (18,592) 13,962 (23,378)
Lease liability (1,301) (4,046) (2,261)
Deferred revenue (31,365) (24,599) (84,053)
Net cash (used in) provided by operating activities 33,811 (541) (23,561)
Cash flows from investing activities:      
Purchase of property and equipment (641) (4,351) (4,713)
Internally developed software - capitalized costs (2,350) (2,293) (8,639)
Sale of SumTotal, net of cash transferred     171,995
Net cash used in investing activities (2,991) (568,251) (40,199)
Cash flows from financing activities:      
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded   (614) (2,603)
Purchase of treasury stock     (1,433)
Proceeds from equity investment (PIPE)   530,000  
Proceeds from issuance of term loans, net of fees   464,290 157,088
Principal payments on capital lease obligation (370) (407)  
(Payments on) proceeds from accounts receivable facility, net of borrowings   (23,198) (33,168)
(Payments on) proceeds from accounts receivable facility, net of borrowings 16,577    
Principal payments on term loans     (36,194)
Repayment of First and Second Out loans (1,300) (605,591)  
Net cash provided by financing activities 14,907 364,480 83,690
Effect of exchange rate changes on cash and cash equivalents 203 (820) (6,823)
Net increase (decrease) in cash, cash equivalents and restricted cash 45,930 (205,132) 13,107
Cash, cash equivalents and restricted cash, beginning of period 74,443 120,373 168,923
Cash, cash equivalents and restricted cash, end of period 120,373 83,351 182,030
Supplemental disclosure of cash flow information:      
Cash and cash equivalents 117,299 80,671 174,708
Restricted cash 3,074 2,680 7,322
Cash, cash equivalents and restricted cash end of period 120,373 83,351 182,030
Supplemental disclosure of cash flow information and non-cash investing and financing activities:      
Cash paid for interest 16,439 5,030 33,490
Cash paid for income taxes, net of refunds 1,161 1,505 3,245
Unpaid capital expenditures 39 123 24
Fair value of shares issued in connection with Codecademy acquisition     182,550
Share issued in connection with business combinations   306,375  
PIPE subscription liability and warrants reclassified to equity   134,286  
Debt issued in connection with business combinations   90,000  
Warrants issued in connection with business combinations   14,000  
Impact of Adoption      
Cash flows from financing activities:      
Cash, cash equivalents and restricted cash, beginning of period   288,483  
Cash, cash equivalents and restricted cash, end of period 288,483    
Supplemental disclosure of cash flow information:      
Cash, cash equivalents and restricted cash end of period $ 288,483    
Codecademy [Member]      
Cash flows from investing activities:      
Acquisition, net of cash acquired     $ (198,842)
GK      
Cash flows from investing activities:      
Acquisition, net of cash acquired   (156,926)  
Skillsoft      
Cash flows from investing activities:      
Acquisition, net of cash acquired   (386,035)  
Pluma.      
Cash flows from investing activities:      
Acquisition, net of cash acquired   $ (18,646)