Skillsoft Corp. Fair Value Disclosure

(18) Fair Value Measurements

 

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 information that reflect the assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are variables that reflect our 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:

 

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Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have 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.

 

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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.

 

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Level 3: Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available.

 

The following summarizes our assets (liabilities) that are measured at fair value on a recurring basis as of January 31, 2026 and are categorized using the fair value hierarchy (in thousands):

 

		Level 1				Level 2				Level 3
		Measurements				Measurements				Measurements				Total
Cash and cash equivalents		$	100,816			$	—			$	—			$	100,816
Restricted cash			3,662				—				—				3,662
Interest rate swaps - asset (liability)			—				(1,244	)			—				(1,244	)
Liability-classified market-based awards			—				(2,661	)			—				(2,661	)
Total assets (liabilities) recorded at fair value		$	104,478			$	(3,905	)		$	—			$	100,573

 

Cash, Cash Equivalents and Restricted Cash

 

The cost of our cash, cash equivalents and restricted cash was consistent with their estimated fair values as of January 31, 2026. See Note 2 “Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash” for additional detail. 

 

Interest Rate Swaps

 

On June 17, 2022, Skillsoft entered into two fixed-rate interest rate swap agreements to change the SOFR - based component of the interest rate on a portion of our variable rate debt to a fixed rate (the “Interest Rate Swaps”). The Interest Rate Swaps have a combined 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 $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 flow of the Interest Rate Swaps are expected to offset changes in cash flow of the variable rate debt. The Interest Rate Swaps are not designated as a cash flow hedge and unrealized gains and losses from changes in fair value of the Interest Rate Swaps are included in the caption “fair value adjustment of interest rate swaps” in the statements of operations as they occur. For the fiscal year ended January 31, 2026, we recognized a non-cash gain (loss) of ($3.7) million attributable to the Interest Rate Swaps. For the fiscal year ended January 31, 2025, we recognized a non-cash gain (loss) of $1.3 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. The counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance.

 

Depending on whether the Interest Rate Swaps are in an asset or liability position at the end of the reporting period, they are included in either the captions “other assets” or “other long-term liabilities” on our consolidated balance sheets.

 

Liability-Classified Market-Based Awards

 

The fair value of the liability-classified market-based awards are determined using a Monte Carlo simulation, weighted for the service period completed, at each reporting date. The most significant inputs for determining the fair value either originate from the grant agreement (e.g., stock price hurdles, vesting amounts, and service dates) or are derived from or corroborated by observable market data (e.g., interest rates, stock prices, equity risk, market betas, size premiums, average stock volatility); therefore we have classified the fair value measurement as Level 2. See Note 16 “Stock-Based Compensation” above for additional information related to the liability-classified market-based awards.

 

Other Fair Value Instruments

 

Skillsoft currently invests available cash balances primarily in money market funds invested in United States Treasury securities and United States Treasury securities repurchase agreements, as well as cash deposits held at major banks. The carrying amounts of cash and cash equivalents, trade receivables, trade payables and accrued liabilities, as reported on the consolidated balance sheet as of January 31, 2026, 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 Skillsoft’s outstanding principal amounts as of January 31, 2026, was $378.0 million. This fair value is determined based on inputs that are classified as Level 2 within the fair value hierarchy.