Skillsoft Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Discontinued Operations

Note 4 - Discontinued Operations

9 Months Ended

Oct. 31, 2023

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

(4) Discontinued Operations

On June 12, 2022, Skillsoft entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among Skillsoft, Skillsoft (US) Corporation (“Seller”), Amber Holding Inc. (“SumTotal”), and Cornerstone OnDemand, Inc. (“Buyer”), pursuant to which, subject to the certain terms and conditions contained therein, Seller agreed to sell, and Buyer agreed to purchase, all of Seller’s right, title and interest in and to one hundred percent (100%) of the outstanding shares of capital stock of SumTotal. The sale was completed on August 15, 2022. Net proceeds from the sale were $174.9 million, after final working capital adjustments in April 2023.

In connection with the sale, the parties to the Purchase Agreement entered into certain other agreements, including a transition services agreement pursuant to which each of Seller and Buyer agreed to provide the other party with certain transition services for a limited period following the closing.

The Company determined that the sale of the SumTotal business met the criteria to be classified as discontinued operations, and its assets and liabilities held for sale, as of June 12, 2022. Accordingly, the Company classified the assets and liabilities of the discontinued operations as held for sale in its consolidated balance sheets at the lower of carrying amount or fair value less cost to sell. Classification for the assets and liabilities in comparative periods retained their previous classification as current or long-term. No losses were recognized upon classification of the discontinued operations' assets and liabilities as held for sale. Depreciation and amortization ceased on assets classified as held for sale. The operating results of SumTotal are reported as discontinued operations, for all periods presented, as the disposition reflects a strategic shift that has, or will have, a major effect on the Company’s operations and financial results.

The financial results of SumTotal are presented as Income from discontinued operations, net of tax in our condensed consolidated statements of operations. The following presents financial results of SumTotal for the three and nine months ended October 31, 2022 in our condensed consolidated statements of operations (in thousands):

	*Three Months*			*Nine Months*
	*Ended*			*Ended*
	*October 31, 2022*			*October 31, 2022*
Revenues:
Total revenues	$	4,178		$	60,706
Operating expenses:
Costs of revenues		1,250			19,027
Content and software development		956			12,246
Selling and marketing		800			11,507
General and administrative		67			730
Amortization of intangible assets		—			6,345
Acquisition-related costs		1,056			1,609
Restructuring		(159	)		42
Total operating expenses		3,970			51,506
Operating income from discontinued operations		208			9,200
Other income (expense), net		2,223			2,681
Interest income		—			12
Interest expense		(101	)		(1,443	)
Income (loss) from discontinued operations before income taxes		2,330			10,450
Provision for (benefit from) income taxes		1,115			1,967
Net income (loss) from discontinued operations	$	1,215		$	8,483

In addition, the amounts described in other footnotes within these condensed consolidated financial statements have been updated to reflect the amounts applicable to continuing operations, unless otherwise noted.