Skillsoft Corp. (NYSE: SKIL) ("Skillsoft" or the "Company"), a leading platform for transformative learning experiences, today announced its financial results for the fourth quarter and full fiscal year ended January 31, 2024 and provided its financial outlook for full year fiscal 2025.
"Skillsoft delivered full-year Adjusted EBITDA above the top end of our outlook range, further enhancing our industry-leading profit profile as we drove accelerated revenue growth in our subscription-based Content & Platform segment," said Richard G. Walker, Skillsoft's Chief Financial Officer. "We seized the generative AI opportunity and successfully positioned Skillsoft as the partner of choice for enterprise customers seeking to prepare their workforces to utilize this important technology. More broadly, we supported the workforce transformation priorities of thousands of organizations and enabled a community of more than 90 million learners to build future-ready skills. Our ability to holistically address the reskilling and upskilling priorities of the world's largest and most complex organizations gives us confidence in our strategy and our ability to deliver long-term profitable growth."
Recent Business Highlights (1)(2)
Fiscal 2024 Fourth Quarter Select Metrics and Financials from Continuing Operations (1)(2)
Fiscal 2024 Full Year Select Metrics and Financials from Continuing Operations (1)(2)
Full-Year Fiscal 2025 Financial Outlook (2)
The following table reflects Skillsoft's 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. |
Key Operational Metrics and non-GAAP Financial Measures (3) (in thousands, except per share amounts) |
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Three Months Ended |
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Year Ended |
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January 31, |
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Change |
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January 31, |
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Change |
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2024 |
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2023 |
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Dollar |
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Percent |
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2024 |
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2023 |
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Dollar |
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Percent |
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Bookings (4) |
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Continuing operations: |
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Content & Platform |
|
$ |
184,129 |
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$ |
186,269 |
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$ |
(2,140 |
) |
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(1)% |
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$ |
417,540 |
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$ |
408,578 |
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$ |
8,962 |
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2% |
Instructor-Led Training |
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42,125 |
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|
48,625 |
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(6,500 |
) |
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(13)% |
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$ |
178,110 |
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|
198,569 |
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(20,459 |
) |
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(10)% |
Total bookings |
|
$ |
226,254 |
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$ |
234,894 |
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|
$ |
(8,640 |
) |
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(4)% |
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$ |
595,651 |
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$ |
607,147 |
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$ |
(11,496 |
) |
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(2)% |
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GAAP revenue |
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Continuing operations: |
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Content & Platform |
|
$ |
101,957 |
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|
$ |
97,871 |
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|
$ |
4,086 |
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4% |
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$ |
404,850 |
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$ |
384,378 |
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$ |
20,472 |
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5% |
Instructor-Led Training |
|
|
35,583 |
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|
42,450 |
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|
(6,867 |
) |
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(16)% |
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|
148,387 |
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|
170,746 |
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|
(22,359 |
) |
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(13)% |
Total |
|
$ |
137,540 |
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|
$ |
140,321 |
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|
$ |
(2,781 |
) |
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(2)% |
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$ |
553,237 |
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$ |
555,124 |
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$ |
(1,887 |
) |
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(0)% |
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Pro forma revenue (4) |
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Continuing operations: |
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Content & Platform |
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$ |
101,957 |
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$ |
97,871 |
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|
$ |
4,086 |
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4% |
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$ |
404,850 |
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$ |
392,436 |
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$ |
12,414 |
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3% |
Instructor-Led Training |
|
|
35,583 |
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|
42,450 |
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(6,867 |
) |
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(16)% |
|
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|
148,387 |
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|
|
170,746 |
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|
(22,359 |
) |
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(13)% |
Total pro forma revenue |
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$ |
137,540 |
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$ |
140,321 |
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$ |
(2,781 |
) |
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(2)% |
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$ |
553,237 |
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$ |
563,182 |
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$ |
(9,945 |
) |
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(2)% |
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GAAP net income (loss) |
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$ |
(245,326 |
) |
|
$ |
(53,479 |
) |
|
$ |
(191,847 |
) |
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359% |
|
|
$ |
(349,285 |
) |
|
$ |
(724,964 |
) |
|
$ |
375,679 |
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(52)% |
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Pro forma non-GAAP operating expenses (4) |
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Pro forma non-GAAP costs of revenues |
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$ |
38,020 |
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$ |
42,104 |
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$ |
(4,084 |
) |
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(10)% |
|
|
$ |
151,842 |
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$ |
151,638 |
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|
$ |
204 |
|
|
0% |
Pro forma non-GAAP content and software development expenses |
|
|
15,378 |
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|
12,659 |
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|
|
2,719 |
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21% |
|
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|
59,303 |
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|
|
61,524 |
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|
|
(2,221 |
) |
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(4)% |
Pro forma non-GAAP selling and marketing expenses |
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|
39,220 |
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|
44,485 |
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|
|
(5,265 |
) |
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(12)% |
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|
166,016 |
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|
168,415 |
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|
(2,399 |
) |
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(1)% |
Pro forma non-GAAP general and administrative expenses |
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|
16,664 |
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|
|
19,024 |
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|
|
(2,360 |
) |
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(12)% |
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|
|
71,001 |
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|
|
79,440 |
|
|
|
(8,439 |
) |
|
(11)% |
Total pro forma non-GAAP operating expenses |
|
$ |
109,282 |
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|
$ |
118,272 |
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|
$ |
(8,990 |
) |
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(8)% |
|
|
$ |
448,162 |
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|
$ |
461,017 |
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$ |
(12,855 |
) |
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(3)% |
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Pro forma adjusted net income (loss) & adjusted EBITDA (4) |
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Continuing operations: |
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Pro forma adjusted net income (loss) |
|
$ |
(24,966 |
) |
|
$ |
(34,244 |
) |
|
$ |
9,278 |
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|
NA |
|
|
$ |
(107,157 |
) |
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$ |
(118,427 |
) |
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$ |
11,270 |
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|
NA |
Pro forma adjusted net income (loss) per share |
|
$ |
(3.09 |
) |
|
$ |
(4.17 |
) |
|
$ |
1.08 |
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|
NA |
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$ |
(13.31 |
) |
|
$ |
(14.91 |
) |
|
$ |
1.60 |
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|
NA |
Pro forma adjusted EBITDA |
|
$ |
28,258 |
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|
$ |
22,049 |
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|
$ |
6,209 |
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|
28% |
|
|
$ |
105,075 |
|
|
$ |
102,165 |
|
|
$ |
2,910 |
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|
3% |
Pro forma adjusted EBITDA % of pro forma revenue |
|
|
21 |
% |
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|
16 |
% |
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|
|
|
|
|
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|
19 |
% |
|
|
18 |
% |
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_______________ |
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(3) |
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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. |
(4) |
|
For the twelve months ended January 31, 2023, the unaudited Pro Forma financial information is presented in accordance with Regulation S-X, Article 11 to enhance comparability for all periods by including operating results for Codecademy as if the merger had closed on February 1, 2022. |
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.
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.
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 bookings, 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.
SKILLSOFT CORP. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except number of shares) |
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January 31, 2024 |
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January 31, 2023 |
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ASSETS |
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Current assets: |
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|
|
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Cash and cash equivalents |
|
$ |
136,308 |
|
|
$ |
170,359 |
|
Restricted cash |
|
|
10,215 |
|
|
|
7,197 |
|
Accounts receivable, net of allowance for credit losses of approximately $562 and $221 as of January 31, 2024 and January 31, 2023, respectively |
|
|
185,638 |
|
|
|
183,592 |
|
Prepaid expenses and other current assets |
|
|
53,170 |
|
|
|
44,596 |
|
Total current assets |
|
|
385,331 |
|
|
|
405,744 |
|
Property and equipment, net |
|
|
6,639 |
|
|
|
10,150 |
|
Goodwill |
|
|
317,071 |
|
|
|
457,744 |
|
Intangible assets, net |
|
|
539,293 |
|
|
|
738,066 |
|
Right of use assets |
|
|
8,044 |
|
|
|
14,633 |
|
Other assets |
|
|
17,256 |
|
|
|
16,350 |
|
Total assets |
|
$ |
1,273,634 |
|
|
$ |
1,642,687 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
6,404 |
|
|
$ |
6,404 |
|
Borrowings under accounts receivable facility |
|
|
44,980 |
|
|
|
39,693 |
|
Accounts payable |
|
|
14,512 |
|
|
|
18,338 |
|
Accrued compensation |
|
|
31,774 |
|
|
|
34,325 |
|
Accrued expenses and other current liabilities |
|
|
29,939 |
|
|
|
41,474 |
|
Lease liabilities |
|
|
3,049 |
|
|
|
4,198 |
|
Deferred revenue |
|
|
282,570 |
|
|
|
280,676 |
|
Total current liabilities |
|
|
413,228 |
|
|
|
425,108 |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
577,487 |
|
|
|
581,817 |
|
Warrant liabilities |
|
|
? |
|
|
|
4,754 |
|
Deferred tax liabilities |
|
|
52,148 |
|
|
|
73,976 |
|
Long-term lease liabilities |
|
|
9,251 |
|
|
|
11,947 |
|
Deferred revenue - non-current |
|
|
2,402 |
|
|
|
1,778 |
|
Other long-term liabilities |
|
|
13,531 |
|
|
|
11,551 |
|
Total long-term liabilities |
|
|
654,819 |
|
|
|
685,823 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Shareholders' equity: |
|
|
|
|
|
|
|
|
Shareholders' common stock - Class A common shares, $0.0001 par value: 18,750,000 shares authorized and 8,380,436 shares issued and 8,080,659 shares outstanding at January 31, 2024, and 8,264,308 shares issued and 8,182,794 shares outstanding at January 31, 2023 |
|
|
1 |
|
|
|
1 |
|
Additional paid-in capital |
|
|
1,551,005 |
|
|
|
1,521,587 |
|
Accumulated equity (deficit) |
|
|
(1,321,478 |
) |
|
|
(972,193 |
) |
Treasury stock, at cost- 299,777 and 81,514 shares as of January 31, 2024 and January 31, 2023, respectively |
|
|
(10,891 |
) |
|
|
(2,845 |
) |
Accumulated other comprehensive income (loss) |
|
|
(13,050 |
) |
|
|
(14,794 |
) |
Total shareholders' equity |
|
|
205,587 |
|
|
|
531,756 |
|
Total liabilities and shareholders' equity |
|
$ |
1,273,634 |
|
|
$ |
1,642,687 |
|
SKILLSOFT CORP. UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) |
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|
|
Three Months Ended January 31, |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
137,540 |
|
|
$ |
140,321 |
|
|
$ |
553,237 |
|
|
$ |
555,124 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenues |
|
|
38,459 |
|
|
|
42,353 |
|
|
|
153,157 |
|
|
|
152,015 |
|
Content and software development |
|
|
17,007 |
|
|
|
16,520 |
|
|
|
68,031 |
|
|
|
69,796 |
|
Selling and marketing |
|
|
40,661 |
|
|
|
47,192 |
|
|
|
170,982 |
|
|
|
173,281 |
|
General and administrative |
|
|
23,207 |
|
|
|
25,578 |
|
|
|
95,896 |
|
|
|
109,572 |
|
Amortization of intangible assets |
|
|
36,425 |
|
|
|
42,064 |
|
|
|
152,511 |
|
|
|
170,260 |
|
Impairment of goodwill and intangible assets |
|
|
202,233 |
|
|
|
? |
|
|
|
202,233 |
|
|
|
641,362 |
|
Acquisition and integration related costs |
|
|
2,225 |
|
|
|
4,010 |
|
|
|
5,063 |
|
|
|
30,663 |
|
Restructuring |
|
|
5,386 |
|
|
|
2,005 |
|
|
|
13,978 |
|
|
|
12,294 |
|
Total operating expenses |
|
|
365,603 |
|
|
|
179,722 |
|
|
|
861,851 |
|
|
|
1,359,243 |
|
Operating income (loss) |
|
|
(228,063 |
) |
|
|
(39,401 |
) |
|
|
(308,614 |
) |
|
|
(804,119 |
) |
Other income (expense), net |
|
|
(696 |
) |
|
|
1,705 |
|
|
|
(1,986 |
) |
|
|
4,438 |
|
Fair value adjustment of warrants |
|
|
4 |
|
|
|
(2,922 |
) |
|
|
4,754 |
|
|
|
23,158 |
|
Fair value adjustment of interest rate swaps |
|
|
(8,430 |
) |
|
|
(6,803 |
) |
|
|
2,756 |
|
|
|
(1,554 |
) |
Interest income |
|
|
981 |
|
|
|
292 |
|
|
|
3,557 |
|
|
|
531 |
|
Interest expense |
|
|
(16,652 |
) |
|
|
(15,952 |
) |
|
|
(65,335 |
) |
|
|
(53,493 |
) |
Income (loss) before provision for (benefit from) income taxes |
|
|
(252,856 |
) |
|
|
(63,081 |
) |
|
|
(364,868 |
) |
|
|
(831,039 |
) |
Provision for (benefit from) income taxes |
|
|
(7,530 |
) |
|
|
(6,739 |
) |
|
|
(16,265 |
) |
|
|
(40,973 |
) |
Income (loss) from continuing operations |
|
|
(245,326 |
) |
|
|
(56,342 |
) |
|
|
(348,603 |
) |
|
|
(790,066 |
) |
Gain (loss) on sale of business |
|
|
? |
|
|
|
2,863 |
|
|
|
(682 |
) |
|
|
56,619 |
|
Income (loss) from discontinued operations, net of tax |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
8,483 |
|
Net income (loss) |
|
$ |
(245,326 |
) |
|
$ |
(53,479 |
) |
|
$ |
(349,285 |
) |
|
$ |
(724,964 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary ? Basic and diluted - Continuing operations |
|
$ |
(30.38 |
) |
|
$ |
(6.86 |
) |
|
$ |
(43.29 |
) |
|
$ |
(99.45 |
) |
Ordinary ? Basic and diluted - Discontinued operations |
|
|
? |
|
|
|
0.35 |
|
|
|
(0.09 |
) |
|
|
8.19 |
|
Ordinary ? Basic and diluted - Net income (loss) |
|
$ |
(30.38 |
) |
|
$ |
(6.51 |
) |
|
$ |
(43.38 |
) |
|
$ |
(91.26 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary ? Basic and diluted |
|
|
8,075 |
|
|
|
8,216 |
|
|
|
8,052 |
|
|
|
7,944 |
|
SKILLSOFT CORP. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) |
||||||||
|
|
Year Ended |
|
|
Year Ended |
|
||
|
|
January 31, 2024 |
|
|
January 31, 2023 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(349,285 |
) |
|
$ |
(724,964 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets |
|
|
202,233 |
|
|
|
641,362 |
|
Amortization of intangible assets |
|
|
152,511 |
|
|
|
176,690 |
|
Share-based compensation |
|
|
31,067 |
|
|
|
36,622 |
|
Depreciation |
|
|
3,330 |
|
|
|
6,508 |
|
Non-cash interest expense |
|
|
2,074 |
|
|
|
2,098 |
|
Non-cash property, equipment, software and lease impairment charges |
|
|
5,230 |
|
|
|
? |
|
Provision for credit loss expense (recovery) |
|
|
341 |
|
|
|
375 |
|
(Gain) loss on sale of business |
|
|
682 |
|
|
|
(56,619 |
) |
Provision for (benefit from) income taxes ? non-cash |
|
|
(22,066 |
) |
|
|
(43,082 |
) |
Fair value adjustment of warrants |
|
|
(4,754 |
) |
|
|
(23,158 |
) |
Fair value adjustment of interest rate swaps |
|
|
(2,756 |
) |
|
|
1,554 |
|
Change in assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(2,091 |
) |
|
|
(1,560 |
) |
Prepaid expenses and other assets, including long-term |
|
|
(4,601 |
) |
|
|
(13,588 |
) |
Right-of-use assets |
|
|
2,940 |
|
|
|
3,715 |
|
Accounts payable |
|
|
(3,848 |
) |
|
|
(5,982 |
) |
Accrued expenses and other liabilities, including long-term |
|
|
(6,425 |
) |
|
|
(20,797 |
) |
Lease liabilities |
|
|
(3,966 |
) |
|
|
(2,335 |
) |
Deferred revenues |
|
|
2,202 |
|
|
|
2,228 |
|
Net cash provided by (used in) operating activities |
|
|
2,818 |
|
|
|
(20,933 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(4,181 |
) |
|
|
(4,913 |
) |
Internally developed software - capitalized costs |
|
|
(13,722 |
) |
|
|
(10,352 |
) |
Sale of SumTotal, net of cash transferred |
|
|
(5,137 |
) |
|
|
171,995 |
|
Acquisition of Codecademy, net of cash received |
|
|
? |
|
|
|
(198,914 |
) |
Net cash used in investing activities |
|
|
(23,040 |
) |
|
|
(42,184 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Shares repurchased for tax withholding upon vesting of restricted stock-based awards |
|
|
(1,649 |
) |
|
|
(4,279 |
) |
Payments to acquire treasury stock |
|
|
(8,046 |
) |
|
|
(2,845 |
) |
Proceeds from issuance of term loans, net of fees |
|
|
? |
|
|
|
157,088 |
|
Proceeds from accounts receivable facility, net of borrowings |
|
|
5,287 |
|
|
|
(34,936 |
) |
Principal payments on Term loans |
|
|
(6,404 |
) |
|
|
(37,795 |
) |
Net cash provided by (used in) financing activities |
|
|
(10,812 |
) |
|
|
77,233 |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
1 |
|
|
|
(5,483 |
) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(31,033 |
) |
|
|
8,633 |
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
177,556 |
|
|
|
168,923 |
|
Cash, cash equivalents and restricted cash, end of period |
|
|
146,523 |
|
|
|
177,556 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
136,308 |
|
|
$ |
170,359 |
|
Restricted cash |
|
|
10,215 |
|
|
|
7,197 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
146,523 |
|
|
$ |
177,556 |
|
|
|
|
|
|
|
|
|
|
SKILLSOFT CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in thousands, unaudited) |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended January 31, |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenues, as reported |
|
$ |
137,540 |
|
|
$ |
140,321 |
|
|
$ |
553,237 |
|
|
$ |
555,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), as reported |
|
$ |
(245,326 |
) |
|
$ |
(53,479 |
) |
|
$ |
(349,285 |
) |
|
$ |
(724,964 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations, net of tax |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
(8,483 |
) |
Gain (loss) on sale of business |
|
|
? |
|
|
|
(2,863 |
) |
|
|
682 |
|
|
|
(56,619 |
) |
Impairment of goodwill and intangible assets |
|
|
202,233 |
|
|
|
? |
|
|
|
202,233 |
|
|
|
641,362 |
|
Acquisition and integration related costs |
|
|
2,225 |
|
|
|
4,010 |
|
|
|
5,063 |
|
|
|
30,663 |
|
Restructuring |
|
|
5,386 |
|
|
|
2,005 |
|
|
|
13,978 |
|
|
|
12,294 |
|
Foreign currency impact |
|
|
479 |
|
|
|
(1,458 |
) |
|
|
1,992 |
|
|
|
(3,681 |
) |
Fair value adjustment of warrants |
|
|
(4 |
) |
|
|
2,922 |
|
|
|
(4,754 |
) |
|
|
(23,158 |
) |
Fair value adjustment of interest rate swaps |
|
|
8,430 |
|
|
|
6,803 |
|
|
|
(2,756 |
) |
|
|
1,554 |
|
Stock-based compensation expense |
|
|
8,150 |
|
|
|
9,716 |
|
|
|
31,067 |
|
|
|
36,622 |
|
Transformation costs |
|
|
823 |
|
|
|
1,091 |
|
|
|
3,326 |
|
|
|
8,355 |
|
System migration costs |
|
|
594 |
|
|
|
1,175 |
|
|
|
2,174 |
|
|
|
5,524 |
|
Tax impact of non-GAAP adjustments |
|
|
(7,957 |
) |
|
|
(4,124 |
) |
|
|
(10,878 |
) |
|
|
(34,583 |
) |
Adjusted net income (loss) from continuing operations |
|
|
(24,966 |
) |
|
|
(34,202 |
) |
|
|
(107,157 |
) |
|
|
(115,114 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
15,671 |
|
|
|
15,660 |
|
|
|
61,778 |
|
|
|
52,962 |
|
Expense (benefit from) income taxes, excluding tax impacts above |
|
|
427 |
|
|
|
(2,615 |
) |
|
|
(5,387 |
) |
|
|
(6,390 |
) |
Depreciation |
|
|
701 |
|
|
|
1,142 |
|
|
|
3,330 |
|
|
|
4,832 |
|
Amortization of intangible assets |
|
|
36,425 |
|
|
|
42,064 |
|
|
|
152,511 |
|
|
|
170,260 |
|
Adjusted EBITDA from continuing operations |
|
$ |
28,258 |
|
|
$ |
22,049 |
|
|
$ |
105,075 |
|
|
$ |
106,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating margin % |
|
|
(165.9 |
)% |
|
|
(27.9 |
)% |
|
|
(55.9 |
)% |
|
|
(144.7 |
)% |
Amortization of intangible assets |
|
|
26.5 |
% |
|
|
30.0 |
% |
|
|
27.7 |
% |
|
|
30.7 |
% |
Impairment of goodwill and intangible assets |
|
|
147.0 |
% |
|
|
0.0 |
% |
|
|
36.6 |
% |
|
|
115.5 |
% |
Acquisition and integration related costs |
|
|
1.6 |
% |
|
|
2.9 |
% |
|
|
0.9 |
% |
|
|
5.5 |
% |
Restructuring |
|
|
3.9 |
% |
|
|
1.4 |
% |
|
|
2.5 |
% |
|
|
2.2 |
% |
Stock-based compensation expense |
|
|
5.9 |
% |
|
|
6.9 |
% |
|
|
5.6 |
% |
|
|
6.6 |
% |
Transformation costs |
|
|
0.6 |
% |
|
|
0.8 |
% |
|
|
0.6 |
% |
|
|
1.5 |
% |
System migration costs |
|
|
0.4 |
% |
|
|
0.8 |
% |
|
|
0.4 |
% |
|
|
1.0 |
% |
Depreciation |
|
|
0.5 |
% |
|
|
0.8 |
% |
|
|
0.6 |
% |
|
|
0.9 |
% |
Adjusted EBITDA margin % |
|
|
20.5 |
% |
|
|
15.7 |
% |
|
|
19.0 |
% |
|
|
19.2 |
% |
SKILLSOFT CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued (in thousands, unaudited) |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended January 31, |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP costs of revenues |
|
$ |
38,459 |
|
|
$ |
42,353 |
|
|
$ |
153,157 |
|
|
$ |
152,015 |
|
Depreciation |
|
|
(140 |
) |
|
|
(150 |
) |
|
|
(553 |
) |
|
|
(1,110 |
) |
Stock-based compensation |
|
|
(299 |
) |
|
|
(99 |
) |
|
|
(762 |
) |
|
|
(210 |
) |
Codecademy pro forma (1) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
943 |
|
Non-GAAP costs of revenues |
|
|
38,020 |
|
|
|
42,104 |
|
|
|
151,842 |
|
|
|
151,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP content and software development |
|
|
17,007 |
|
|
|
16,520 |
|
|
|
68,031 |
|
|
|
69,796 |
|
Depreciation |
|
|
(67 |
) |
|
|
(43 |
) |
|
|
(236 |
) |
|
|
(330 |
) |
Stock-based compensation |
|
|
(968 |
) |
|
|
(2,643 |
) |
|
|
(6,318 |
) |
|
|
(7,859 |
) |
System migration |
|
|
(594 |
) |
|
|
(1,175 |
) |
|
|
(2,174 |
) |
|
|
(5,524 |
) |
Codecademy pro forma (1) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
5,441 |
|
Non-GAAP content and software development |
|
|
15,378 |
|
|
|
12,659 |
|
|
|
59,303 |
|
|
|
61,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP selling and marketing |
|
|
40,661 |
|
|
|
47,192 |
|
|
|
170,982 |
|
|
|
173,281 |
|
Depreciation |
|
|
(83 |
) |
|
|
(304 |
) |
|
|
(922 |
) |
|
|
(959 |
) |
Stock-based compensation |
|
|
(1,358 |
) |
|
|
(2,403 |
) |
|
|
(3,793 |
) |
|
|
(7,537 |
) |
Transformation |
|
|
? |
|
|
|
? |
|
|
|
(251 |
) |
|
|
(35 |
) |
Codecademy pro forma (1) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
3,665 |
|
Non-GAAP selling and marketing |
|
|
39,220 |
|
|
|
44,485 |
|
|
|
166,016 |
|
|
|
168,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP general and administrative |
|
|
23,207 |
|
|
|
25,578 |
|
|
|
95,896 |
|
|
|
109,572 |
|
Depreciation |
|
|
(411 |
) |
|
|
(645 |
) |
|
|
(1,619 |
) |
|
|
(2,433 |
) |
Stock-based compensation |
|
|
(5,525 |
) |
|
|
(4,571 |
) |
|
|
(20,194 |
) |
|
|
(21,016 |
) |
Transformation |
|
|
(607 |
) |
|
|
(1,338 |
) |
|
|
(3,082 |
) |
|
|
(9,078 |
) |
Codecademy pro forma (1) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
2,395 |
|
Non-GAAP general and administrative |
|
|
16,664 |
|
|
|
19,024 |
|
|
|
71,001 |
|
|
|
79,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GAAP operating expenses |
|
|
119,334 |
|
|
|
131,643 |
|
|
|
488,066 |
|
|
|
504,664 |
|
Depreciation |
|
|
(701 |
) |
|
|
(1,142 |
) |
|
|
(3,330 |
) |
|
|
(4,832 |
) |
Stock-based compensation |
|
|
(8,150 |
) |
|
|
(9,716 |
) |
|
|
(31,067 |
) |
|
|
(36,622 |
) |
System migration |
|
|
(594 |
) |
|
|
(1,175 |
) |
|
|
(2,174 |
) |
|
|
(5,524 |
) |
Transformation (2) |
|
|
(607 |
) |
|
|
(1,338 |
) |
|
|
(3,333 |
) |
|
|
(9,113 |
) |
Codecademy pro forma (1) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
12,444 |
|
Total Non-GAAP operating expenses |
|
$ |
109,282 |
|
|
$ |
118,272 |
|
|
$ |
448,162 |
|
|
$ |
461,017 |
|
_______________ | ||
(1) |
|
For the twelve months ended January 31, 2023, the unaudited pro forma financial information is presented in accordance with Regulation S-X, Article 11 to enhance comparability for all periods by including operating results for Codecademy as if the merger had closed on February 1, 2022. |
(2) |
|
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. |
SKILLSOFT CORP. PRO FORMA REVENUE (in thousands) |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended January 31, |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Revenue, as reported |
|
$ |
137,540 |
|
|
$ |
140,321 |
|
|
$ |
553,237 |
|
|
$ |
555,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from acquisitions (1) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
8,058 |
|
Pro forma revenue (2) |
|
$ |
137,540 |
|
|
$ |
140,321 |
|
|
$ |
553,237 |
|
|
$ |
563,182 |
|
_______________ | ||
(1) |
|
Revenue from acquisitions for the twelve months ended January 31, 2023 only includes Codecademy's revenue for the period from February 1, 2022 to April 4, 2022 as its post-acquisition revenue is included in the GAAP revenue. |
(2) |
|
Pro forma revenue is presented in Note 3 "Business Combinations" of the Notes to Consolidated Financial Statements included in our Form 10-K to be filed with the SEC for the year ended January 31, 2024 in accordance with Regulation S-X, Article 11. |
SKILLSOFT CORP. PRO FORMA ADJUSTED NET INCOME (LOSS) (in thousands) |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended January 31, |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Adjusted net income (loss) from continuing operations (1) |
|
$ |
(24,966 |
) |
|
$ |
(34,203 |
) |
|
$ |
(107,157 |
) |
|
$ |
(115,114 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest adjustment for debt prepayment (2) |
|
|
? |
|
|
|
(38 |
) |
|
|
? |
|
|
|
887 |
|
Tax impact of adjustments above |
|
|
? |
|
|
|
(3 |
) |
|
|
? |
|
|
|
(44 |
) |
Adjusted net income (loss) from acquisitions (3) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
(4,156 |
) |
Pro forma adjusted net income (loss) |
|
$ |
(24,966 |
) |
|
$ |
(34,244 |
) |
|
$ |
(107,157 |
) |
|
$ |
(118,427 |
) |
Pro forma adjusted net income (loss) per share |
|
$ |
(3.09 |
) |
|
$ |
(4.17 |
) |
|
$ |
(13.31 |
) |
|
$ |
(14.91 |
) |
_______________ | ||
(1) |
|
See RECONCILIATION OF NON-GAAP FINANCIAL MEASURES within this press release for more details. |
(2) |
|
Under the terms of our Amended Credit Agreement, the net proceeds attributable to the sale of SumTotal required a mandatory prepayment of $31.4 million. Interest expense under the Amended Credit Agreement is adjusted for the prepayment. |
(3) |
|
Adjusted net income (loss) from acquisitions for the twelve months ended January 31, 2023 only includes Codecademy's adjusted net income (loss) for the period from February 1, 2022 to April 4, 2022 as its post-acquisition adjusted net income (loss) is included in the adjusted net income (loss) from continuing operations. |
SKILLSOFT CORP. PRO FORMA ADJUSTED EBITDA (in thousands) |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended January 31, |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Pro forma adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA from continuing operations (1) |
|
$ |
28,258 |
|
|
$ |
22,049 |
|
|
$ |
105,075 |
|
|
$ |
106,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA from acquisitions (2) |
|
|
? |
|
|
|
? |
|
|
|
? |
|
|
|
(4,385 |
) |
Pro forma adjusted EBITDA |
|
$ |
28,258 |
|
|
$ |
22,049 |
|
|
$ |
105,075 |
|
|
$ |
102,165 |
|
Pro forma adjusted EBITDA % of pro forma revenue |
|
|
21 |
% |
|
|
16 |
% |
|
|
19 |
% |
|
|
18 |
% |
_______________ |
||
(1) |
|
See RECONCILIATION OF NON-GAAP FINANCIAL MEASURES within this press release for more details. |
(2) |
|
Adjusted EBITDA from acquisitions for the twelve months ended January 31, 2023 includes Codecademy's adjusted EBITDA for the period from February 1, 2022 to April 4, 2022 as its post-acquisition adjusted EBITDA is included in the adjusted EBITDA from continuing operations. |
SKILLSOFT CORP. FREE CASH FLOW RECONCILIATION (in thousands) |
||||||||||||||||
|
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended January 31, 2024 |
|
|
Year Ended January 31, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Free cash flow reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
11,499 |
|
|
$ |
2,628 |
|
|
$ |
2,818 |
|
|
$ |
(20,933 |
) |
Purchase of property and equipment |
|
|
(428 |
) |
|
|
(200 |
) |
|
|
(4,181 |
) |
|
|
(4,913 |
) |
Internally developed software - capitalized costs |
|
|
(5,667 |
) |
|
|
(1,713 |
) |
|
|
(13,722 |
) |
|
|
(10,352 |
) |
Total free cash flow |
|
$ |
5,404 |
|
|
$ |
715 |
|
|
$ |
(15,085 |
) |
|
$ |
(36,198 |
) |
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