Item 8.01 Other Events.
On
The operating results of
Attached as Exhibit 99.1 to this Current Report on Form 8-K are the updated
"Item 1. Unaudited Financial Statements," and "Item 2. Management's Discussion
and Analysis of Financial Condition and Results of Operations", respectively,
from the 2022 Q1 10-Q, to reflect the revised segment presentation, the
reclassification of the historical financial results of
The information included in Exhibits 99.1 attached to this Current Report on
Form 8-K is presented in connection with the reporting changes described above
for the operating results of
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. Exhibit No. Description 99.1 2022 Q1 10-Q: Item 1. Unaudited Financial Statements and Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Exhibit 101.INS XBRL Instance Document - The instance document does not appear in
the interactive data file because its XBRL tags are embedded within the inline XBRL document.
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Exhibit 101.LAB XBRL Taxonomy Extension Labels Linkbase Document Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document). Forward Looking Statements
This Current Report on Form 8-K, including its exhibits, includes statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook (including
bookings, revenue, and adjusted EBITDA), our product development and planning, our pipeline, future capital expenditures, share repurchases, financial results, the impact of regulatory changes, existing and evolving business strategies and acquisitions and dispositions, demand for our services, competitive strengths and goals, the benefits of new initiatives, growth of our business and operations, and our ability to successfully implement our plans, strategies, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as "may," "will," "would," "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "forecast," "seek," "outlook," "target," "goal," "probably," or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. All forward-looking disclosure is speculative by its nature.
There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including:
our ability to realize the benefits expected from the business combination
• between the Company,
other recent transactions, including our acquisitions of Pluma andCodecademy , and disposition ofSumTotal ; the impact ofU.S. and worldwide economic trends, financial market conditions, geopolitical events, natural disasters, climate change, public health crises,
• the ongoing COVID-19 pandemic (including any variant), political crises, or
other catastrophic events on our business, liquidity, financial condition and
results of operations;
• our ability to attract and retain key employees and qualified technical and
sales personnel;
our reliance on third parties to provide us with learning content, subject
• matter expertise, and content productions and the impact on our business if our
relationships with these third parties are terminated;
• fluctuations in our future operating results;
our ability to successfully identify, consummate, and achieve strategic
• objectives in connection with our acquisition opportunities and realize the
benefits expected from the acquisition;
• the demand for, and acceptance of, our products and for cloud-based technology
learning solutions in general;
• our ability to compete successfully in competitive markets and changes in the
competitive environment in our industry and the markets in which we operate;
• our ability to market existing products and develop new products;
a failure of our information technology infrastructure or any significant
• breach of security, including in relation to the migration of our key platforms
from our systems to cloud storage;
• future regulatory, judicial, and legislative changes in our industry;
our ability to comply with laws and regulations applicable to our business,
• including shifting global privacy, data protection, and cyber and information
security laws and regulations, as well as state privacy and data protection
laws;
• a failure to achieve and maintain effective internal control over financial
reporting;
• fluctuations in foreign currency exchange rates;
• our ability to protect or obtain intellectual property rights;
• our ability to raise additional capital;
• the impact of our indebtedness on our financial position and operating
flexibility;
• our ability to meet future liquidity requirements and comply with restrictive
covenants related to long-term indebtedness;
• our ability to implement our share repurchase program successfully;
• our ability to successfully defend ourselves in legal proceedings; and
• our ability to continue to meet applicable listing standards.
The foregoing list of factors is not exhaustive and new factors may emerge from
time to time that could also affect actual performance and results. For more
information, please see the risk factors included in our Form 10-K filed with
the
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans
will be achieved. Annualized, pro forma, projected, and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Additionally, statements as to market share, industry data, and our market position are based on the most currently available data available to us and our estimates regarding market position or other industry data included in this document or otherwise discussed by us involve risks and uncertainties and are subject to change based on various factors, including as set forth above.
Our forward-looking statements speak only as of the date made and we do not undertake to update these forward-looking statements unless required by applicable law. With regard to these risks, uncertainties, and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.
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