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