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Note 22 - Fair Value Measurements | 12 Months Ended
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Jan. 31, 2023
Notes to Financial Statements |
Fair Value Disclosures [Text Block] | (22) Fair Value Measurements FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three levels of the fair value hierarchy established by ASC 820 in order of priority are as follows:
| ● | Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
| ● | Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
| ● | Level 3: Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis as of January 31, 2023 and are categorized using the fair value hierarchy (in thousands):
|  | Level 2 |  |  | Level 3 |  |  |  |  |
Description |  | Measurements |  |  | Measurements |  |  | Total |
Interest rate swaps - liability |  | $ | 1,554 |  |  | $ | — |  |  | $ | 1,554 |
Liability classified warrants |  |  | — |  |  |  | 4,754 |  |  |  | 4,754 |
Total assets and liabilities recorded at fair value |  | $ | 1,554 |  |  | $ | 4,754 |  |  | $ | 6,308 |
Warrants A summary of liability-classified warrants is as follows (in thousands, except per share amounts):
|  | Underlying |  |  |  |  |  |  |  |  |  |  |  |
|  | Common |  |  | Strike |  | Redemption |  | Expiration |  | Fair Value at |
Type |  | Shares |  |  | Price |  | Price |  | Date |  | January 31, 2023 |
Private Placement Warrants – Sponsor |  |  | 15,846 |  |  | $ | 11.50 |  | None |  | 6/11/26 |  | $ | 4,754 |
The Company classifies Sponsor Private Placement Warrants as liabilities in accordance with ASC Topic 815. See Note 19 "Warrants" for more detail. The inputs for determining fair value of these warrants are classified as Level 3 inputs. The Company estimates the fair value of the Sponsor Private Placement Warrants using a Black-Scholes option pricing model and the following assumptions:
|  | January 31, 2023 |  |  | January 31, 2022 |
Risk-free interest rates |  |  | 3.80 | % |  |  | 1.54 | %
Expected dividend yield |  |  | — |  |  |  | — |
Volatility factor |  |  | 76 | % |  |  | 43 | %
Expected lives (years) |  |  | 3.4 |  |  |  | 4.4 |
Value per unit |  | $ | 0.30 |  |  | $ | 1.73 |
At each relevant measurement date, the Predecessor warrants were valued using a probability-based approach that considered management’s estimate of the probability of (i) a sale of the company that met certain conditions that caused the warrants to be cancelled for no consideration, (ii) a sale of the company that did not meet certain conditions that caused the warrants to be cancelled for no consideration and (iii) warrants being held to maturity, with the last two scenarios utilizing a Black-Scholes model to estimate fair value. As a result of the Skillsoft Merger, the warrants were terminated for no consideration on June 11, 2021 and, as a result, the Company recorded a gain of $0.9 million for the period from February 1, 2021 to June 11, 2021. The following tables reconcile Level 3 instruments for which significant unobservable inputs were used to determine fair value:
|  | For the Period from |
|  | February 1, 2021 |
|  | to June 11, 2021 |
Balance as of January 31, 2021 (Predecessor (SLH)) |  | $ | 900 |
Gain on termination |  |  | (900 | )
Balance as of June 11, 2021 (Predecessor (SLH)) |  | $ | — |
|  | For the Year Ended |
|  | January 31, 2023 |
Balance as of January 31, 2022 (Successor) |  |  | 28,199 |
Unrealized gains |  |  | (23,445 | )
Balance as of January 31, 2023 (Successor) |  | $ | 4,754 |
Interest Rate Swap On June 17, 2022, the Company entered into two fixed-rate interest rate swap agreements to change the SOFR-based component of the interest rate on a portion of the Company’s variable rate debt to a fixed rate (the “Interest Rate Swaps”). The Interest Rate Swaps have a notional amount of $300.0 million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of cash flows in interest payments on the first $300.0 million of variable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to offset changes in cash flows of the variable rate debt. The Interest Rate Swaps are not designated as a cash flow hedge and changes in the fair value of the interest rate swaps are recorded in earnings each period. For the fiscal year ended January 31, 2023 (Successor), the Company recognized a loss of $1.6 million, attributable to the Interest Rate Swaps. The inputs for determining fair value of the Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. Counterparty to this derivative contract is a highly rated financial institution which we believe carries only a minimal risk of nonperformance. Other Financial Instruments The Company currently invests excess cash balances primarily in cash deposits held at major banks. The carrying amounts of cash deposits, trade receivables, trade payables and accrued liabilities, as reported on the consolidated balance sheet as of January 31, 2023, approximate their fair value because of the short maturity of those instruments. Our long-term debt is a financial instrument, and the fair value of the Company’s outstanding principal as of January 31, 2023, was $528.3 million. This fair value is determined based on inputs that are classified as Level 2 within the fair value hierarchy.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258 + Details
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