false 0001774675 0001774675 2024-06-10 2024-06-10
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 ​
 
FORM 8-K
CURRENT REPORT
 ​
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 ​
Date of Report (Date of earliest event reported): June 10, 2024
 
Skillsoft Corp.
(Exact name of registrant as specified in its charter)
 ​
Delaware
001-38960
83-4388331
(State or other
jurisdiction of
incorporation)
(Commission File
Number)
(I.R.S. Employer
Identification No.)
 
7887 E. Belleview Ave, Suite 600
Greenwood Village, Colorado 80111
(Address of principal executive offices)
 
(603) 821-3902
Registrant’s telephone number, including area code
 ​
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
​Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol
 
Name of each exchange on which registered
Class A common stock, $0.0001 par value per share
 
SKIL
 
New York Stock Exchange
 ​
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 ​
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 
 

 
 
Item 2.02. Results of Operations and Financial Condition.
 ​
On June 10, 2024, Skillsoft Corp. issued a press release reporting its financial results for the fiscal quarter ended April 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
 
The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 ​
Item 7.01. Regulation FD Disclosure.
 
On June 10, 2024, Skillsoft Corp. posted an earnings supplement presentation to its website at https://investor.skillsoft.com/company-information/presentations.
 
The information contained in Item 7.01 of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01. Financial Statement and Exhibits.
 ​
(d) Exhibits.
 ​
Exhibit Number
 
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 ​
 

 
 ​
SIGNATURE
 ​
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 ​
Dated: June 10, 2024
 ​
 
SKILLSOFT CORP.
By:
/s/ Richard George Walker
Richard George Walker
Chief Financial Officer
 
 
 

Exhibit 99.1

 

Skillsoft Reports Financial Results for the First Quarter of Fiscal 2025

 

  Delivers LTM Content & Platform Dollar Retention Rates of approximately 99%
 

Generates Positive Free Cash Flow
  Reaffirms Full-Year Fiscal 2025 Financial Outlook
 

Announces Virtual Investor Day to be held on July 11th, 2024

 

DENVER – June 10, 2024 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading platform for transformative learning experiences, today announced its financial results for the first quarter of fiscal 2025 ended April 30, 2024.

 

“Since rejoining Skillsoft in a full-time executive capacity in mid-April, I have gained greater confidence in Skillsoft’s market opportunity and our unique ability to deliver transformative talent development outcomes and value to our customers and learners,” said Ronald Hovsepian, Skillsoft’s Executive Chair. “We are moving quickly to strengthen our go-to-market execution, enhance our operational foundation, and extend our early lead in generative AI-based solutions and interactive learning experiences. I am encouraged by the energy of our people – including proven and experienced leaders who have recently joined Skillsoft – and the commitment of the entire team for the journey ahead as we seek to build a profitably growing and more valuable organization.”

 

Fiscal 2025 First Quarter Business Highlights

 

 

Delivered first quarter LTM Content & Platform Dollar Retention Rate of approximately 99%, compared to approximately 101% in the prior year period.
  Achieved Workday Certified Integration Status, connecting Skillsoft’s Percipio platform with Workday Human Capital Management (HCM) and Workday Skills Cloud to give joint customers a new skills-based approach to talent development.
 

Launched AI-powered Interactive Skill Benchmarks to provide a dynamic, hands-on approach to skill assessments that accelerate learner proficiency through interactive virtual environments, outcome-oriented assessments, and personalized results and feedback.
 

Recognized as a customer-centric leader in enterprise learning by industry analyst firms Constellation Research, Aragon Research, and Fosway Group, based on the Company’s track record of pioneering innovation, depth and breadth of learning offerings, and customer satisfaction.

 

Fiscal 2025 First Quarter Select Metrics and Financials from Continuing Operations (1)(2)

 

 

Content & Platform segment GAAP Revenue of $98 million was approximately flat with prior year. Total GAAP Revenue of $128 million declined 6%, primarily due to a 20% decline in Instructor-Led Training segment GAAP Revenue to $30 million.
 

GAAP net loss of $28 million improved from a GAAP net loss of $44 million in the prior year. GAAP net loss per share of $3.42 improved from a GAAP net loss per share of $5.42 in the prior year. Adjusted Net Loss of $27 million improved from Adjusted Net Loss of $30 million in the prior year. Adjusted Net Loss per share of $3.37 improved from Adjusted Net Loss per share of $3.68 in the prior year.
 

Adjusted EBITDA from continuing operations of $19 million, reflecting a margin of 15% of GAAP Revenue, compared to $22 million and a margin of 16% of GAAP Revenue in the prior year.
  Free Cash Flow of positive $10 million, compared to positive $17 million in the prior year.
  Ended the quarter with $150 million of cash, cash equivalents, and restricted cash.

 

Full-Year Fiscal 2025 Financial Outlook (2)

 

The following table reflects Skillsoft’s reaffirmed financial outlook for the fiscal year ending January 31, 2025, based on current market conditions, expectations, and assumptions:

 

GAAP Revenue

   

$530 million – $550 million

 

Adjusted EBITDA

   

$105 million – $110 million

 

 

(1) Growth calculated relative to the comparable prior year period unless otherwise noted.
(2) See “Non-GAAP Financial Measures and Key Performance Metrics” below for the definitions of our key operational and non-GAAP metrics and how they are calculated and more information regarding the fact that the Company is unable to reconcile forward-looking non-GAAP measures without unreasonable efforts. We have provided at the back of this release reconciliations of our historical non-GAAP financial measures to the comparable GAAP measures.

 

1

 

 

Announces Upcoming Virtual Investor Day

 

Skillsoft also announced that it will host a Virtual Investor Day on Thursday, July 11, 2024, at 10:00 a.m. Eastern Time. Presentations by management will provide a strategic business update and a discussion of the Company’s operations and long-term financial outlook. The live webcast will be available on Skillsoft’s Investor Relations website at investor.skillsoft.com. An archive of the webcast will be available following the presentation.

 

Webcast and Conference Call Information

 

Skillsoft will host a conference call and webcast today at 5:00 p.m. Eastern Time to discuss its financial results. To access the call, dial (877) 413‑9278 from the United States and Canada or (215) 268‑9914 from international locations. The live event can be accessed from the Investor Relations section of Skillsoft’s website at investor.skillsoft.com. A replay will be available for six months.

 

About Skillsoft

 

Skillsoft delivers transformative learning experiences that propel organizations and people to grow together. The Company partners with enterprise organizations and serves a global community of learners to prepare today’s employees for tomorrow’s economy. With Skillsoft, customers gain access to blended, multimodal learning experiences that do more than build skills, they grow a more capable, adaptive, and engaged workforce. Through a portfolio of high-quality content, an AI-enabled platform that is personalized and connected to customer needs, and a broad ecosystem of partners, Skillsoft drives continuous growth and performance for employees and their organizations by overcoming critical skills gaps, unlocking human potential, and transforming the workforce. Learn more at www.skillsoft.com.

 

2

 

 

Non-GAAP Financial Measures And Key Performance Metrics

 

We track the non-GAAP financial measures and key performance metrics that we believe are key financial measures of our success. Non-GAAP measures and key performance metrics are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures and key performance metrics when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of U.S. GAAP financial disclosures. For example, a company with higher U.S. GAAP net income may not be as appealing to investors if its net income is more heavily comprised of gains on asset sales. Likewise, excluding the effects of interest income and expense moderates the impact of a company’s capital structure on its performance. However, non-GAAP measures and key performance metrics have limitations as analytical tools. Because not all companies use identical calculations, our presentation of non-GAAP financial measures and key performance metrics may not be comparable to other similarly titled measures of other companies. They are not presentations made in accordance with U.S. GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with U.S. GAAP or operating cash flows determined in accordance with U.S. GAAP. As a result, these performance measures should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.

 

We have provided at the back of this release reconciliations of our historical non-GAAP financial measures to the comparable GAAP measures. We do not reconcile our forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure is available to us without unreasonable efforts. For the same reasons, we are unable to address the probable significance of the unavailable information. We provide non-GAAP financial measures that we believe will be achieved, however we cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

 

We disclose the following non-GAAP financial measures and key performance metrics in this press release because we believe these non-GAAP financial measures and key performance metrics provide meaningful supplemental information. 

 

 

Dollar retention rate (DRR) - For existing customers at the beginning of a given period, DRR represents subscription renewals, upgrades, churn, and downgrades in such period divided by the beginning total renewable base for such customers for such period. Renewals reflect customers who renew their subscription, inclusive of auto-renewals for multi-year contracts, while churn reflects customers who choose to not renew their subscription. Upgrades include orders from customers that purchase additional licenses or content (e.g., a new Leadership and Business module), while downgrades reflect customers electing to decrease the number of licenses or reduce the size of their content package. Upgrades and downgrades also reflect changes in pricing. We use our DRR to measure the long-term value of customer contracts as well as our ability to retain and expand the revenue generated from our existing customers.

 

Adjusted net income (loss) - Adjusted net income/(loss) is defined as GAAP net income (loss) excluding non-cash items, discrete and event-specific costs that do not represent normal, recurring, cash operating expenses necessary for our business operations, and certain accounting income and/or expenses that management believes are necessary to enhance the comparability and are useful in assessing our operating performance, include the following (including the related tax effects):

 

Stock-based compensation expense – Non-cash expense associated with stock-based compensation.

 

Restructuring charges – Severance costs and the abandonment of right-of-use assets resulting from the acquisition integration process and cost saving initiatives.

 

Fair value adjustments – Mark-to-market adjustments of warrants and hedge instruments.

 

Foreign currency impact – Unrealized and realized foreign exchange gains or losses due to fluctuations in currency exchange rates.

 

Acquisition and integration related costs – Costs incurred to effectuate an acquisition, including contingent compensation expenses, and integration related costs.

 

Transformation costs – Costs incurred to transform our operations through significant strategic non-ordinary course transactions.

 

System migration costs – Costs of temporary resources needed for the migration of content and customers from our legacy system to a global platform.

 

Income from discontinued operations – Income from discontinued operations that do not reflect our current operating performance.

  (Gain) loss on sale of business - Gain or loss on non-routine sale on business.
  Impairment charges - Non-cash goodwill, intangible or other asset impairment charges.
 

Adjusted EBITDA - Adjusted EBITDA is defined as adjusted net loss excluding interest expense or income, benefit from or provision for income taxes, depreciation and amortization expense.

 

Non-GAAP operating expenses – GAAP operating expenses, less depreciation, stock-based compensation, system migration costs, transformation costs, and other non-cash charges, as applicable.

 

 

3

 

 

Reclassifications

 

Certain amounts reported in prior years have been reclassified to conform to the presentation in the current year. These reclassifications had no effect on total assets, total liabilities, total stockholders' equity, or net income (loss) for the prior year. 

 

Cautionary Notes Regarding Forward Looking Statements

 

This document 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 revenue, adjusted EBITDA, and free cash flow), our product development and planning, our sales 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, 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 Skillsoft’s management and are subject to significant risks and uncertainties. All forward-looking disclosure is speculative by its nature, and we caution you against unduly relying on these forward-looking statements.

 

Factors that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” in our Form 10‑K for the fiscal year ended January 31, 2024. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in our other periodic filings with the Securities and Exchange Commission. The forward-looking statements contained in this document represent our estimates only as of the date of this filing and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update these forward-looking statements in the future, we specifically disclaim any obligation to do so, whether to reflect actual results, changes in assumptions, changes in other factors affecting such forward-looking statements, or otherwise.

 

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 purposes 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 current 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.

 

 

Investors and Media

Chad W. Lyne

SVP, Strategic Finance & Investor Relations Officer

chad.lyne@skillsoft.com

 

4

 

 

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares)

 

   

April 30, 2024

   

January 31, 2024

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 142,020     $ 136,308  

Restricted cash

    7,584       10,215  

Accounts receivable, net of allowance for credit losses of approximately $603 and $562 as of April 30, 2024 and January 31, 2024, respectively

    110,643       185,638  

Prepaid expenses and other current assets

    58,287       53,170  

Total current assets

    318,534       385,331  

Property and equipment, net

    5,695       6,639  

Goodwill

    317,071       317,071  

Intangible assets, net

    511,399       539,293  

Right of use assets

    6,775       8,044  

Other assets

    21,386       17,256  

Total assets

  $ 1,180,860     $ 1,273,634  

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current liabilities:

               

Current maturities of long-term debt

  $ 6,404     $ 6,404  

Borrowings under accounts receivable facility

    42,411       44,980  

Accounts payable

    13,378       14,512  

Accrued compensation

    17,000       31,774  

Accrued expenses and other current liabilities

    24,657       29,939  

Lease liabilities

    3,241       3,049  

Deferred revenue

    243,701       282,570  

Total current liabilities

    350,792       413,228  
                 

Long-term debt

    576,422       577,487  

Deferred tax liabilities

    49,173       52,148  

Long-term lease liabilities

    7,362       9,251  

Deferred revenue - non-current

    1,574       2,402  

Other long-term liabilities

    13,402       13,531  

Total long-term liabilities

    647,933       654,819  

Commitments and contingencies

               

Shareholders’ equity:

               

Shareholders’ common stock - Class A common shares, $0.0001 par value: 18,750,000 shares authorized and 8,394,098 shares issued and 8,094,321 shares outstanding at April 30, 2024, and 8,380,436 shares issued and 8,080,659 shares outstanding at January 31, 2024

    1       1  

Additional paid-in capital

    1,558,076       1,551,005  

Accumulated equity (deficit)

    (1,349,114 )     (1,321,478 )

Treasury stock, at cost - 299,777 shares as of April 30, 2024 and January 31, 2024

    (10,891 )     (10,891 )

Accumulated other comprehensive income (loss)

    (15,937 )     (13,050 )

Total shareholders’ equity

    182,135       205,587  

Total liabilities and shareholders’ equity

  $ 1,180,860     $ 1,273,634  

 

5

 

 

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

   

Three Months Ended

   

Three Months Ended

 
   

April 30, 2024

   

April 30, 2023

 

Revenues:

               

Total revenues

  $ 127,793     $ 135,554  

Operating expenses:

               

Costs of revenues

    34,471       37,824  

Content and software development

    15,506       17,035  

Selling and marketing

    42,292       45,927  

General and administrative

    25,309       25,296  

Amortization of intangible assets

    31,583       38,245  

Acquisition and integration related costs

    1,497       1,391  

Restructuring

    967       5,218  

Total operating expenses

    151,625       170,936  

Operating income (loss)

    (23,832 )     (35,382 )

Other income (expense), net

    2,217       (375 )

Fair value adjustment of warrants

          2,852  

Fair value adjustment of interest rate swaps

    7,746       270  

Interest income

    928       645  

Interest expense

    (16,278 )     (15,936 )

Income (loss) before provision for (benefit from) income taxes

    (29,219 )     (47,926 )

Provision for (benefit from) income taxes

    (1,583 )     (4,384 )

Income (loss) from continuing operations

    (27,636 )     (43,542 )

Gain (loss) on sale of business

          (682 )

Net income (loss)

  $ (27,636 )   $ (44,224 )
                 

Net income (loss) per share:

               

Ordinary – Basic and diluted - continuing operations

  $ (3.42 )   $ (5.34 )

Ordinary – Basic and diluted - discontinued operations

          (0.08 )

Ordinary – Basic and diluted

  $ (3.42 )   $ (5.42 )

Weighted average common shares outstanding:

               

Ordinary – Basic and diluted

    8,089       8,158  

 

6

 

 

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

   

Three Months Ended

   

Three Months Ended

 
   

April 30, 2024

   

April 30, 2023

 

Cash flows from operating activities:

               

Net income (loss)

  $ (27,636 )   $ (44,224 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

               

Amortization of intangible assets

    31,583       38,245  

Share-based compensation

    7,153       9,128  

Depreciation

    760       1,144  

Non-cash interest expense

    536       664  

Non-cash property, equipment, software and lease impairment charges

          4,819  

Provision for credit loss expense (recovery)

    41       70  

(Gain) loss on sale of business

          682  

Provision for (benefit from) income taxes – non-cash

    (2,932 )     (4,934 )

Fair value adjustment of warrants

          (2,852 )

Fair value adjustment of interest rate swaps

    (7,746 )     (270 )

Change in assets and liabilities:

               

Accounts receivable

    74,826       73,624  

Prepaid expenses and other current assets, including long-term

    (1,206 )     297  

Right-of-use assets

    1,270       43  

Accounts payable

    (1,107 )     (4,340 )

Accrued expenses and other liabilities, including long-term

    (19,830 )     (16,367 )

Lease liabilities

    (1,684 )     (156 )

Deferred revenues

    (39,091 )     (34,109 )

Net cash provided by (used in) operating activities

    14,937       21,464  

Cash flows from investing activities:

               

Purchase of property and equipment

    (153 )     (1,636 )

Internally developed software - capitalized costs

    (4,364 )     (2,683 )

Sale of SumTotal, net of cash transferred

          (5,137 )

Net cash used in investing activities

    (4,517 )     (9,456 )

Cash flows from financing activities:

               

Shares repurchased for tax withholding upon vesting of restricted stock-based awards

    (82 )     (296 )

Payments to acquire treasury stock

          (7,155 )

Proceeds from accounts receivable facility, net of borrowings

    (2,569 )     5,544  

Principal payments on Term loans

    (1,601 )      

Net cash provided by (used in) financing activities

    (4,252 )     (1,907 )

Effect of exchange rate changes on cash and cash equivalents

    (3,087 )     (557 )

Net increase (decrease) in cash, cash equivalents and restricted cash

    3,081       9,544  

Cash, cash equivalents and restricted cash, beginning of period

    146,523       177,556  

Cash, cash equivalents and restricted cash, end of period

  $ 149,604     $ 187,100  

Supplemental disclosure of cash flow information:

               

Cash and cash equivalents

  $ 142,020     $ 178,049  

Restricted cash

    7,584       9,051  

Cash, cash equivalents and restricted cash, end of period

  $ 149,604     $ 187,100  

 

7

 

 

SKILLSOFT CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands, unaudited)

 

   

Three Months Ended April 30,

 
   

2024

   

2023

 

Revenues:

               

Content & Platform segment revenues

  $ 98,075     $ 98,573  

Instructor-Led Training segment revenues

    29,718       36,981  

Total revenues, as reported

  $ 127,793     $ 135,554  
                 

Net income (loss), as reported

  $ (27,636 )   $ (44,224 )
                 

Gain (loss) on sale of business

          682  

Acquisition and integration related costs

    1,497       1,391  

Restructuring

    967       5,218  

Foreign currency impact

    (2,220 )     469  

Fair value adjustment of warrants

          (2,852 )

Fair value adjustment of interest rate swaps

    (7,746 )     (270 )

Stock-based compensation expense

    7,148       9,124  

Transformation costs

    660       1,127  

System migration costs

    118       667  

Tax impact of non-GAAP adjustments

    (41 )     (1,385 )

Adjusted net income (loss) from continuing operations

    (27,253 )     (30,053 )
                 

Interest expense, net

    15,350       15,291  

Expense (benefit from) income taxes, excluding tax impacts above

    (1,542 )     (2,999 )

Depreciation

    760       1,144  

Amortization of intangible assets

    31,583       38,245  

Adjusted EBITDA from continuing operations

  $ 18,898     $ 21,628  
                 

Weighted average common shares outstanding:

               

Ordinary – Basic and diluted

    8,089       8,158  
                 

Ordinary basic and diluted per share information:

               

Net income (loss), as reported

  $ (3.42 )   $ (5.42 )

Adjusted net income (loss) from continuing operations

  $ (3.37 )   $ (3.68 )
                 

Adjusted net income (loss) margin %

    (21.3 )%     (22.2 )%

Interest expense, net

    12.0 %     11.3 %

Expense (benefit from) income taxes, excluding tax impacts above

    (1.2 )%     (2.1 )%

Depreciation

    0.6 %     0.8 %

Amortization of intangible assets

    24.7 %     28.2 %

Adjusted EBITDA margin %

    14.8 %     16.0 %

 

8

 

SKILLSOFT CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued

(in thousands, unaudited)

 

   

Three Months Ended April 30,

 
   

2024

   

2023

 

Operating expenses:

               

GAAP costs of revenues

  $ 34,471     $ 37,824  

Depreciation

    (117 )     (151 )

Stock-based compensation

    (166 )     (97 )

Non-GAAP costs of revenues

    34,188       37,576  
                 

GAAP content and software development

    15,506       17,035  

Depreciation

    (74 )     (50 )

Stock-based compensation

    (1,290 )     (2,012 )

System migration

    (118 )     (667 )

Non-GAAP content and software development

    14,025       14,306  
                 

GAAP selling and marketing

    42,292       45,927  

Depreciation

    (208 )     (267 )

Stock-based compensation

    (1,256 )     (1,681 )

Transformation

    (177 )     (136 )

Non-GAAP selling and marketing

    40,651       43,843  
                 

GAAP general and administrative

    25,309       25,296  

Depreciation

    (362 )     (677 )

Stock-based compensation

    (4,436 )     (5,333 )

Transformation

    (480 )     (1,085 )

Non-GAAP general and administrative

    20,031       18,201  
                 

Total GAAP operating expenses

    117,578       126,082  

Depreciation

    (760 )     (1,145 )

Stock-based compensation

    (7,148 )     (9,123 )

System migration

    (118 )     (667 )

Transformation (1)

    (657 )     (1,221 )

Total Non-GAAP operating expenses

  $ 108,894     $ 113,926  

 

(1) This line item does not agree to the amounts reflected on preceding table due to certain transformation expenses not being reflected in GAAP operating expenses.

 

9

 

SKILLSOFT CORP.

FREE CASH FLOW RECONCILIATION

(in thousands)

 

   

Three Months Ended April 30,

 
   

2024

   

2023

 

Free cash flow reconciliation

               

Net cash provided by (used in) operating activities

  $ 14,937     $ 21,464  

Purchase of property and equipment

    (153 )     (1,636 )

Internally developed software - capitalized costs

    (4,364 )     (2,683 )

Total free cash flow

  $ 10,420     $ 17,145  

 

10
v3.24.1.1.u2
Document And Entity Information
Jun. 10, 2024
Document Information [Line Items]  
Entity, Registrant Name Skillsoft Corp.
Document, Type 8-K
Document, Period End Date Jun. 10, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-38960
Entity, Tax Identification Number 83-4388331
Entity, Address, Address Line One 7887 E. Belleview Ave, Suite 600
Entity, Address, City or Town Greenwood Village
Entity, Address, State or Province CO
Entity, Address, Postal Zip Code 80111
City Area Code 603
Local Phone Number 821-3902
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common stock, $0.0001 par value per share
Trading Symbol SKIL
Security Exchange Name NYSE
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001774675

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