Skillsoft Corp (SKIL)

Skillsoft Announces New Employee Inducement Grant Under NYSE Rule 303A.08June 12, 2026 4:30 PM
Business Wire Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a leading AI-native skills management platform, today announced that on June 12, 2026, the Talent and Compensation Committee (the “Committee”) of Skillsoft’s Board of Directors (the “Board”) made a grant of 150,000 restricted stock units (“RSUs”) with respect to the Company’s Class A common stock to Ronald Kisling. The grant of RSUs was offered as a material inducement to Mr. Kisling’s hiring as Chief Financial Officer on May 19, 2026, and was made under Skillsoft’s 2024 Employment Inducement Incentive Award Plan, as amended (the “Inducement Plan”). Half (50%) of such RSUs vest ratably over four years; and the remaining 50% are performance-based RSUs, with vesting ranging from 0% to 200% of the target amount granted (up to 150,000 shares at 200%) on June 1, 2029, based on the achievement of specified annual bookings growth targets established by the Board of Directors and certified by the Committee, in each case, subject to Mr. Kisling’s continued employment with the Company through the vesting date. The awards were granted in reliance on the employment inducement exemption under the NYSE’s Listed Company Manual Rule 303A.08, which requires public announcement of inducement awards. The Company is issuing this press release pursuant to Rule 303A.08. About Skillsoft Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260612983467/en/ Investors   
Ross Collins
SKIL@alpha-ir.com  Media   
Skillsoft PR   
PR@skillsoft.com    Original: Skillsoft Announces New Employee Inducement Grant Under NYSE Rule 303A.08

Skillsoft Reports Financial Results for the First Quarter and Full Year of Fiscal 2027June 9, 2026 4:05 PM
Business Wire Anticipated sale of Global Knowledge segment intended to center business around Skillsoft’s AI-native skills management platform New Percipio® platform customers grew 67% quarter over quarter Reaffirmed financial outlook for the full fiscal year Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”, “we”, “us”, “our” or the "Company"), a leading AI-native skills management platform, today announced its financial results for the first quarter of fiscal 2027 ended April 30, 2026, and provided financial outlook for full fiscal 2027 year. Skillsoft previously had two operating and reportable segments: Talent Development Solutions (“TDS”) and Global Knowledge (“GK”). On April 30, 2026, we determined that the business of our GK segment met the criteria to be classified as held for sale and as discontinued operations. As a result, our TDS segment is our only remaining operating and reportable segment as of such date. Accordingly, the historical results of our former GK segment are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented herein. Therefore, except for free cash flow(1), which includes both continuing and discontinued operations, all financial measures discussed below relate only to continuing operations. Free cash flow(1) guidance, however, is provided on a continuing operations basis. Fiscal 2027 First Quarter Select Metrics and Financial Measures Revenue of $94.5 million, down 5% from the prior year. Net Loss improved by 37% to $18.7 million compared to Net Loss of $29.6 million the prior year. Net Loss per share improved by 40% to $2.12 compared to net loss per share of $3.56 the prior year. Adjusted EBITDA(1) of $27 million, reflecting margin of 28% of Revenue, compared to $27 million and a margin of 27% of Revenue in the prior year. Free Cash Flow(1) of $25 million compared to $26 million in the prior year. “We continued to make meaningful strategic and operational progress in the first quarter, highlighted by our execution of an agreement to divest our Global Knowledge business, which once consummated, will represent an important step in simplifying Skillsoft’s operations and focusing the Company on its core enterprise platform opportunity,” said Ron Hovsepian, Skillsoft Executive Chair and CEO. “As we move forward, Skillsoft will be centered on the business where we see the greatest opportunity to help organizations build workforce readiness, close critical skills gaps and connect learning activity to measurable business outcomes.” Hovsepian continued, “We are seeing encouraging signs across the business, including customer growth in the new AI-native Skillsoft platform , strong customer retention and continued engagement from enterprises that are preparing their workforces for an AI-driven future. AI is widening the skills gap faster than many organizations can address it, and customers are looking for trusted partners that can help them measure readiness, validate capability and build skills at scale. We believe Skillsoft is well positioned to meet that need through our AI-native skills management platform, and we remain focused on disciplined execution, improving free cash flow visibility and creating long-term value for our stakeholders.” Fiscal 2027 First Quarter Business Highlights In May 2026, Skillsoft announced an agreement to sell its GK business to an affiliate of Enduring Ventures. Skillsoft grew new customer agreements for its next-generation Skillsoft Percipio® Platform by 67% quarter-over-quarter. DRR(2) of 105% in the first quarter of 2027, up significantly from 91% in the year ago period; LTM DRR(2) of 98%, one percentage point lower than the year ago period. “I am excited to have joined Skillsoft at such a strategic moment for the Company,” said Ron Kisling, Skillsoft Chief Financial Officer. “While I am still early in my tenure, I have been impressed by the strength of the team, the clarity of the strategic priorities and the opportunity ahead as we continue to focus on execution, operational discipline and long-term value creation.” Full-Year Fiscal 2027 Financial Outlook The following table reflects Skillsoft’s reiterated financial outlook for fiscal 2027, based on current market conditions, expectations, and assumptions: Revenue $388 million – $406 million Adjusted EBITDA (1) $108 million – $116 million TDS Free Cash Flow (1) $14 million – $22 million (1) Denotes a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definitions of these and other non-GAAP financial measures included in this press release, how they are calculated, and the rationale for their use. A reconciliation of historical non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the tables at the back of this press release. We do not provide quantitative reconciliations for forward-looking non-GAAP financial measures, as we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. See “Non-GAAP Financial Measures” below for further detail. (2) See “Key Performance Metric” below for the definition of DRR, how it is calculated, and the rationale for its use. 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) 407-3088 from the United States and Canada or (201) 389-0927 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 twelve months. About Skillsoft Skillsoft (NYSE: SKIL) is a leading AI-native skills management platform. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com. Skillsoft Public Relations
PR@skillsoft.com Non-GAAP Financial Measures In addition to disclosing detailed operating results in accordance with U.S. GAAP, Skillsoft provides supplementary non-GAAP financial measures to consider in evaluating our operating performance. We track the non-GAAP financial measures that we believe are key financial measures of our success. Non-GAAP measures 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 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. In addition, management uses these non-GAAP financial measures to assess operating performance, financial leverage and the effective use and allocation of resources; to provide more normalized period-to-period comparisons of operating results; to enhance investors’ understanding of the core operating results of our business; and to set management incentive targets. We believe investors use both U.S. GAAP and non-GAAP financial measures to assess management's decisions associated with our priorities and capital allocation, as well as to analyze how our business operates in, or responds to, macroeconomic trends or other events that impact our core operations. We disclose the non-GAAP financial measures included in this press release because we believe that they provide meaningful supplemental information. However, non-GAAP financial measures have limitations as analytical tools. Because not all companies use identical calculations, our presentation of non-GAAP financial measures 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 non-GAAP financial 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. Prior to the first quarter of fiscal 2027, Skillsoft reconciled both adjusted net income (loss) and adjusted EBITDA to net income (loss). However, as of April 30, 2026, we classified our GK segment as discontinued operations. As a result, commencing with the quarter ended April 30, 2026, we reconcile these non-GAAP measures to income (loss) from continuing operations, as the most directly comparable financial measure calculated in accordance with U.S. GAAP. This change reflects the fact that adjusted net income (loss) and adjusted EBITDA are intended to measure continuing operations only, and therefore exclude the operating results of our former GK segment, such that net income (loss) from continuing operations is the most directly-comparable GAAP measure. Note that all financial measures included below (other than free cash flow and adjusted free cash flow (levered), which each include both continuing and discontinued operations, relate only to continuing operations. Prior-period amounts have been recast to conform to the current presentation. In addition, commencing with the quarter ended April 30, 2026, we have: (i) added “litigation and regulatory matter expenses” as an exclusion to specified non-GAAP financial measures (as described below) as new non-ordinary course expenses that are not reflective of ongoing operations and that were not relevant to prior periods; and (ii) removed references to system migration costs as no longer applicable to the periods presented. The non-GAAP financial measures included in this press release are: adjusted net income (loss); adjusted net income (loss) per share; adjusted net income (loss) margin % (i.e., adjusted net income (loss) as a percentage of revenue); adjusted EBITDA; adjusted EBITDA margin % (i.e., adjusted EBITDA as a percentage of revenue); adjusted total operating expenses; adjusted costs of revenues; adjusted content and software development expenses; adjusted selling and marketing expenses; adjusted general and administrative expenses; free cash flow, and adjusted free cash flow (levered). We have provided at the back of this press release reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the three month periods ended April 30, 2026 and 2025. We do not reconcile our forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial 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 measures 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 financial measures may be materially different than the non-GAAP financial measures. The non-GAAP measures included in this press release are defined as follows: Adjusted net income (loss) is defined as net income (loss) excluding non-cash items, discrete and event-specific costs that do not represent normal cash operating expenses necessary for our business operations, and certain accounting income and/or expenses. Management believes these exclusions enhance the comparability of our results from period to period, and as compared to peers, and are useful in assessing our operating performance, and consist of the following (including the related tax effects), when applicable to the periods presented: Impairment charges – Non-cash goodwill and intangible asset impairment charges. Amortization of acquired intangible assets – Non-cash amortization expense of finite-lived intangible assets recognized as a part of business combination accounting. Acquisition and integration related costs – Costs incurred to effectuate an acquisition, including contingent compensation expenses, and integration-related costs. Restructuring charges – Charges related to strategic cost saving initiatives, including severance costs, losses associated with the abandonment of right-of-use assets, and contract termination costs. Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in-lieu of stock that are intended to be settled in cash. Litigation and regulatory matter expenses – Charges associated with certain litigation, regulatory, compliance and investigative matters and related costs including legal settlements, fines, penalties, remediation costs, professional fees and other directly attributable expenses arising from specific proceedings, inquiries, investigations or notices, including those from regulatory bodies or listing authorities. These matters are evaluated periodically, and excluded where they are determined to be outside of the ordinary course of business and not reflective of ongoing operations, based on factors such as frequency, complexity, nature of relief sought, and counterparty. Executive exit costs – Costs associated with the departure of executives. Transformation costs – Costs incurred to transform our operations through significant strategic non-ordinary course transactions. Fair value adjustments – Mark-to-market adjustments of interest rate swap agreements. Other (income) expense, net – Unrealized and realized gains or losses primarily resulting from fluctuations of U.S. dollar appreciating or depreciating against other currencies, and impairments associated with property and equipment and other tangible assets when their carrying values are not recoverable. Adjusted net income (loss) per share is defined as adjusted net income (loss) divided by the number of diluted weighted average shares outstanding. Adjusted net income (loss) margin % is defined as adjusted net income (loss) as a percentage of revenue. Adjusted EBITDA is defined as net income (loss) excluding (when applicable to the periods presented) the same exclusions set forth above for the determination of adjusted net income (loss) plus the additional exclusions set forth below. Management believes these exclusions enhance the comparability of our results from period to period, and as compared to peers, and are useful in assessing our operating performance. The additional exclusions are: Amortization of capitalized internally developed software – Non-cash amortization expense for finite-lived intangible assets other than those recognized as a part of business combination accounting. Interest expense, net – Gross interest expense offset by interest income. Depreciation expense – Non-cash depreciation expense for property and equipment assets. Provision for (benefit from) income taxes – Current and deferred federal, state and foreign income tax expense (benefit). Adjusted EBITDA margin %* is defined as adjusted EBITDA as a percentage of revenue. Adjusted costs of revenues is defined as costs of revenues excluding (where applicable) depreciation expense, long-term incentive compensation expense and transformation costs. Adjusted content and software development expenses is defined as content and software development expenses excluding (where applicable) depreciation expense, long-term incentive compensation expense and transformation costs. Adjusted selling and marketing expenses is defined as selling and marketing expenses excluding (where applicable) depreciation expense, long-term incentive compensation expense and transformation costs. Adjusted general and administrative expenses is defined as general and administrative expense excluding (where applicable) depreciation expense, long-term incentive compensation expense, litigation and regulatory expense, executive exit costs and transformation costs. Adjusted total operating expenses is defined as costs of revenues, content and software development expenses, selling and marketing expenses, and general and administrative expenses, in each case excluding (where applicable) depreciation expense, long-term incentive compensation expense, litigation and regulatory expense, executive exit costs and transformation costs. Free cash flow is defined as net cash provided by (used in) operating activities, less net purchases of property and equipment and internally developed software. Note that free cash flow does not represent residual cash flow available to Skillsoft for discretionary expenditures. Adjusted free cash flow (levered) is defined as free cash flow plus the cash impact of the charges excluded in the determination of adjusted EBITDA (as set forth above). Note that adjusted free cash flow (levered) does not represent residual cash flow available to Skillsoft for discretionary expenditures. Key Performance Metric Skillsoft also uses a supplementary key performance metric (dollar retention rate) that we believe is a key financial measure of our success. 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 key performance metrics when reporting their results. In addition, management uses dollar retention rate to assess operating performance, and to enhance investors’ understanding of the core operating results of our business. We believe investors use dollar retention rate to assess how our business operates in, or responds to, macroeconomic trends or other events that impact our core operations. We use dollar retention rate because we believe that it provides meaningful supplemental information. However, this metric may not be comparable to other similarly titled measures of other companies. It is not a measure of financial condition or liquidity, and should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP. 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 of 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 not to 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. Cautionary Notes Regarding Forward Looking Statements This press release 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. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to our guidance and outlook (including our Full Year Fiscal 2027 Financial Outlook), our product development and planning, our pipeline, future capital expenditures and capital allocation, future share repurchases, anticipated financial results, the impact of regulatory changes, our current and evolving business strategies and their anticipated impact, including with respect to our GK business, demand for our services, our competitive position, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, and objectives, our ability to regain and/or maintain compliance with New York Stock Exchange listing standards, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probable,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements. Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”), as well as “Part II – Item 1A. Risk Factors and Item 7. MD&A” in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2026. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, in this document and in our other filings with the Securities and Exchange Commission ("SEC"). The forward-looking statements contained in this document represent our estimates only as of the date of this press release 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, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date hereof. 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 press release, 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 not guarantees or assurances of future performance and may not reflect (and may be materially different from) actual results. All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements. Industry and Market Data Within this document, we reference information and statistics regarding market share, industry data and our market position. Certain of this information has been obtained from various independent third-party sources, including independent industry publications, news reports, reports by market research firms and other independent sources. We believe that these external sources and estimates are reliable but have not independently verified them. In addition, certain of this information and statistics are based on our own internal surveys and assessments, which are developed in good faith using reasonable estimates. The information is based on the most current data available to us and our estimates regarding market position or other industry statistics 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 and per share amounts)     April 30, 2026   January 31, 2026 ASSETS               Current assets:               Cash and cash equivalents $ 115,562     $ 94,123   Restricted cash   2,811       2,805   Accounts receivable, net of allowance for credit losses of approximately $366 and $382 as of April 30, 2026 and January 31, 2026, respectively   77,313       154,811   Prepaid expenses and other current assets   38,176       34,876   Assets held for sale   53,148       81,279   Total current assets   287,010       367,894   Goodwill   287,650       287,650   Intangible assets, net   258,654       285,138   Other assets   19,697       22,436   Total assets $ 853,011     $ 963,118   LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)               Current liabilities:               Current maturities of long-term debt $ 6,404     $ 6,404   Borrowings under accounts receivable facility   1,000       1,000   Accounts payable   9,056       15,170   Accrued compensation   22,336       37,280   Accrued expenses and other current liabilities   14,587       17,934   Deferred revenue   221,299       257,331   Liabilities associated with assets held for sale   39,229       41,822   Total current liabilities   313,911       376,941                   Long-term debt   568,163       570,769   Deferred tax liabilities   34,712       33,849   Deferred revenue - non-current   1,117       1,117   Other long-term liabilities   7,923       10,669   Total long-term liabilities   611,915       616,404   Commitments and contingencies               Shareholders’ equity (deficit):               Shareholders’ common stock - Class A common shares, $0.0001 par value per share: 18,750,000 shares authorized and 9,135,428 shares issued and 8,835,651 shares outstanding as of April 30, 2026, and 9,095,922 shares issued and 8,796,145 shares outstanding as of January 31, 2026   1       1   Additional paid-in capital   1,578,986       1,576,794   Accumulated (deficit)   (1,626,324 )     (1,583,210 ) Treasury stock, at cost - 299,777 shares as of April 30, 2026 and January 31, 2026   (10,891 )     (10,891 ) Accumulated other comprehensive income (loss)   (14,587 )     (12,921 ) Total shareholders’ equity (deficit)   (72,815 )     (30,227 ) Total liabilities and shareholders’ equity (deficit) $ 853,011     $ 963,118   SKILLSOFT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except number of shares and per share amounts)     Three Months Ended April 30,   2026   2025 Revenues:               Total revenues $ 94,498     $ 99,148   Operating expenses:               Costs of revenues   15,889       16,516   Content and software development expenses   13,052       13,324   Selling and marketing expenses   26,960       29,748   General and administrative expenses   15,994       19,182   Amortization of intangible assets   29,561       30,106   Acquisition and integration related costs   —       523   Restructuring charges   1,341       1,016   Total operating expenses   102,797       110,415   Operating income (loss)   (8,299 )     (11,267 ) Other income (expense), net   2,606       (917 ) Fair value adjustment of interest rate swaps   1,245       (4,256 ) Interest income   545       468   Interest expense   (13,748 )     (14,396 ) Income (loss) before provision for (benefit from) income taxes   (17,651 )     (30,368 ) Provision for (benefit from) income taxes   1,044       (741 ) Income (loss) from continuing operations   (18,695 )     (29,627 ) Income (loss) from discontinued operations, net of income taxes   (24,419 )     (8,422 ) Net income (loss) $ (43,114 )   $ (38,049 )                 Per basic and diluted share:               Income (loss) from continued operations $ (2.12 )   $ (3.56 ) Income (loss) from discontinued operations   (2.77 )     (1.01 ) Net income (loss) $ (4.89 )   $ (4.57 ) Weighted average common share outstanding:               Basic and diluted   8,811,277       8,324,864   SKILLSOFT CORP. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)     Three Months Ended April 30,   2026   2025 Cash flows from operating activities:               Net income (loss) $ (43,114 )   $ (38,049 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:               Amortization expense for intangible assets   30,866       31,608   Stock-based compensation expense   2,842       4,081   Depreciation expense   452       447   Loss on disposal and impairment of goodwill related to disposal group   15,603       —   Non-cash interest expense   596       566   Non-cash operating lease right-of-use asset expense   404       408   Provision for credit loss expense (recovery)   (16 )     (232 ) Fair value adjustment of interest rate swaps   (1,245 )     4,256   Unrealized foreign currency (gain) loss   (179 )     —   Provision for (benefit from) deferred income taxes – non-cash   1,385       (1,225 ) Changes in assets and liabilities:               Accounts receivable   80,875       86,559   Prepaid expenses and other assets, including long-term   4,641       1,243   Accounts payable   (6,107 )     6,992   Accrued expenses and other liabilities, including long-term   (21,289 )     (21,780 ) Deferred revenue   (36,774 )     (43,576 ) Net cash provided by (used in) operating activities   28,940       31,298   Cash flows from investing activities:               Purchase of property and equipment   (425 )     (515 ) Internally developed software - capitalized costs   (3,076 )     (4,619 ) Net cash provided by (used in) investing activities   (3,501 )     (5,134 ) Cash flows from financing activities:               Shares repurchased for tax withholding upon vesting of restricted stock-based awards   (114 )     (352 ) Principal payments on term loans   (3,202 )     (1,601 ) Net cash provided by (used in) financing activities   (3,316 )     (1,953 ) Effect of exchange rate changes on cash and cash equivalents   (356 )     3,384   Net increase (decrease) in cash, cash equivalents and restricted cash   21,767       27,595   Cash, cash equivalents and restricted cash, beginning of period   104,478       103,337   Cash, cash equivalents and restricted cash, end of period $ 126,245     $ 130,932                   Supplemental disclosure of cash flow information:               Cash and cash equivalents:               Continuing operations $ 115,562     $ 121,880   Held for sale   7,015       5,961     122,577     127,841   Restricted cash:               Continuing operations   2,811       2,091   Held for sale   857       1,000     3,668     3,091   Cash, cash equivalents and restricted cash, end of period $ 126,245     $ 130,932   SKILLSOFT CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in thousands, except percentages, number of shares and per share amounts, unaudited)     Three Months Ended April 30,   2026   2025 Total revenues, as reported $ 94,498     $ 99,148                   Income (loss) from continuing operations $ (18,695 )   $ (29,627 )                 Amortization of acquired intangible assets (1)   26,093       27,290   Acquisition and integration related costs   —       523   Restructuring charges   1,341       1,016   Long-term incentive compensation expenses   2,950       4,539   Litigation and regulatory expenses   373       —   Transformation costs   371       1,602   Other (income) expense, net   (2,606 )     917   Fair value adjustment of interest rate swaps   (1,245 )     4,256   Tax impact of adjustments   1,613       (980 ) Adjusted net income (loss)   10,195       9,536                   Interest expense, net   13,203       13,928   Expense (benefit from) income taxes, excluding tax impacts above   (569 )     239   Depreciation   343       320   Amortization of capitalized internally developed software (1)   3,468       2,816   Adjusted EBITDA $ 26,640     $ 26,839                   Weighted average common shares outstanding:               Basic and diluted   8,811,277       8,324,864                   Basic and diluted per share information:               Income (loss) from continuing operations per share $ (2.12 )   $ (3.56 ) Adjusted net income (loss) per share (2) $ 1.16     $ 1.15                   Income (loss) from continuing operations margin %   (19.8 )%     (29.9 )% Amortization of acquired intangible assets (1)   27.6 %     27.5 % Acquisition and integration related costs   0.0 %     0.5 % Restructuring charges   1.4 %     1.0 % Long-term incentive compensation expenses   3.1 %     4.6 % Litigation and regulatory expenses   0.4 %     0.0 % Executive exit costs   0.0 %     0.0 % Transformation costs   0.4 %     1.6 % Fair value adjustment of interest rate swaps   (2.8 )%     0.9 % Other (income) expense, net   (1.2 )%     4.4 % Tax impact of adjustments   1.7 %     (1.0 )% Adjusted net income (loss) margin %   10.8 %     9.6 % Interest expense, net   13.9 %     14.2 % Expense (benefit from) income taxes, excluding tax impacts above   (0.6 )%     0.2 % Depreciation   0.4 %     0.3 % Amortization of capitalized internally developed software (1)   3.7 %     2.8 % Adjusted EBITDA margin %   28.2 %     27.1 % (1) All amortization (not only amortization pertaining to finite-lived intangible assets recognized as part of business combination accounting) is excluded in the determination of Adjusted EBITDA. (2) Because the Company reported a GAAP net loss, diluted shares were anti-dilutive and therefore excluded from both "income (loss) from continuing operations" and "Adjusted net income (loss)" per share. SKILLSOFT CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued (in thousands, unaudited)     Three Months Ended April 30,   2026   2025 Operating expenses:               GAAP costs of revenues $ 15,889     $ 16,516   Depreciation   (59 )     (66 ) Long-term incentive compensation expenses   (91 )     (179 ) Adjusted costs of revenues   15,739       16,271                   GAAP content and software development expenses   13,052       13,324   Depreciation   (90 )     (81 ) Long-term incentive compensation expenses   (288 )     (1,146 ) Adjusted content and software development expenses   12,674       12,097                   GAAP selling and marketing expenses   26,960       29,748   Depreciation   (150 )     (133 ) Long-term incentive compensation expenses   (540 )     (949 ) Adjusted selling and marketing expenses   26,270       28,666                   GAAP general and administrative expenses   15,994       19,182   Depreciation   (44 )     (40 ) Long-term incentive compensation expenses   (2,031 )     (2,265 ) Litigation and regulatory expenses   (373 )     —   Transformation costs   (371 )     (1,602 ) Adjusted general and administrative expenses   13,175       15,275                   Total GAAP operating expenses   71,895       78,770   Depreciation   (343 )     (320 ) Long-term incentive compensation expenses   (2,950 )     (4,539 ) Litigation and regulatory expenses   (373 )     —   Transformation costs   (371 )     (1,602 ) Adjusted total operating expenses $ 67,858     $ 72,309   SKILLSOFT CORP. FREE CASH FLOW and ADJUSTED FREE CASH FLOW (LEVERED) RECONCILIATION (in thousands, unaudited)     Three Months Ended April 30,   2026   2025 Free cash flow reconciliation               Net cash provided by (used in) operating activities $ 28,940     $ 31,298   Purchase of property and equipment, net   (425 )     (515 ) Internally developed software - capitalized costs   (3,076 )     (4,619 ) Free cash flow   25,439       26,164   Cash impact for adjusted EBITDA excluded charges   7,226       4,980   Adjusted free cash flow (levered) $ 32,665     $ 31,144     View source version on businesswire.com: https://www.businesswire.com/news/home/20260609652799/en/ Investors:
Ross Collins
SKIL@alpha-ir.com Media:
PR@skillsoft.com Original: Skillsoft Reports Financial Results for the First Quarter and Full Year of Fiscal 2027

Skillsoft to Report First Quarter Fiscal 2027 Financial Results on June 9May 27, 2026 4:05 PM
Business Wire Conference call will be broadcast live at 5:00 p.m. ET Skillsoft (NYSE: SKIL) (“Skillsoft” or the “Company”) a leading AI-native skills management platform, today announced it will release its first quarter fiscal 2027 financial results after market close on Tuesday, June 9, 2026. The Company will host a conference call and webcast to discuss the results on the same day at 5:00 p.m. Eastern Time. Conference Call Details The conference call can be accessed by dialing (877) 407-3088 from the United States and Canada, or (201) 389-0927 from international locations. The live webcast can be accessed from the Investor Relations page of Skillsoft’s website at investor.skillsoft.com, and a replay will be available for six months. About Skillsoft Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com. View source version on businesswire.com: https://www.businesswire.com/news/home/20260527916583/en/ Investors:
Ross Collins or Nick Teves
SKIL@alpha-ir.com Media:
Skillsoft PR
PR@skillsoft.com Original: Skillsoft to Report First Quarter Fiscal 2027 Financial Results on June 9

Skillsoft Appoints Ron Kisling as Chief Financial OfficerMay 20, 2026 6:26 PM
Business Wire Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”, “we”, “us”, or “our”), a leading AI-native skills management platform, today announced that it has appointed Ron Kisling as Chief Financial Officer, effective immediately. Mr. Kisling is joining Skillsoft as the Company begins the next phase of its transformation following the signing of the Global Knowledge business sale. Mr. Kisling is a seasoned public company CFO with more than 40 years of finance experience, including 15 years of CFO experience at high-growth technology companies. He brings to Skillsoft strong leadership qualities, strategic acumen and significant expertise in areas that are aligned with Skillsoft’s next chapter, including leading transformations and driving growth at scale. He most recently served in CFO roles at Fastly and Fitbit, where he led the finance organizations through important change and scale. “Ron has built a strong track record of enhancing financial discipline and driving operational rigor, and we’re confident he’s the right leader for where we’re headed,” said Ron Hovsepian, Chief Executive Officer of Skillsoft. “Over the past several quarters, we have repositioned the business, and Ron has proven skillsets to build on that progress and help lead our next phase. We remain focused on simplifying our operating model and accelerating growth.” “I am excited to join Skillsoft at this pivotal time,” said Mr. Kisling. “The Company has made important progress, and I look forward to working with Ron and the leadership team to build on the momentum underway and help drive the Company’s next phase of growth and value creation.” John Frederick is retiring from Skillsoft as CFO and will act as an advisor to the Company through early September. Mr. Frederick’s departure is not related to the Company’s financial or operating results or to any disagreement with the Company regarding its financial, operational, accounting, or reporting policies or practices. Mr. Hovsepian added, “We thank John for his leadership and contributions during his tenure and wish him the best.” In a separate press release issued today, Skillsoft announced the sale of its Global Knowledge business unit to an affiliate of Enduring Ventures, further advancing the Company’s strategic transformation. The transaction is subject to customary closing conditions, including regulatory approvals, and is currently expected to close in the second fiscal quarter of 2026. The press release is available via Skillsoft’s investor relations website. About Ron Kisling Mr. Kisling is an experienced executive with over 40 years of finance experience, including 15 years of CFO roles at high-growth technology companies. He most recently served as CFO at Fastly and Fitbit, where he led the finance organizations during times marked by significant expansion. Prior to joining Fitbit in 2014, Mr. Kisling held Chief Financial Officer positions at other technology companies, including Nanometrics, PGP Corporation, Saba Software, Inc., and SPL WorldGroup, Inc. A seasoned finance expert, he brings extensive public company financial management and leadership experience. About Skillsoft Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com. Cautionary Notes Regarding Forward Looking Statements This press release 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. These statements are based upon current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause or contribute to such differences include those described under “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. We disclaim any obligation to update these forward-looking statements, except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260520551290/en/ Investor Contact
Ross Collins
SKIL@alpha-ir.com Media Contact
Skillsoft PR
PR@skillsoft.com Original: Skillsoft Appoints Ron Kisling as Chief Financial Officer

Skillsoft Appoints Ron Kisling as Chief Financial OfficerMay 20, 2026 5:25 PM
Business Wire Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”, “we”, “us”, or “our”), a leading AI-native skills management platform, today announced that it has appointed Ron Kisling as Chief Financial Officer, effective immediately. Mr. Kisling is joining Skillsoft as the Company begins the next phase of its transformation following the signing of the Global Knowledge business sale. Mr. Kisling is a seasoned public company CFO with more than 40 years of finance experience, including 15 years of CFO experience at high-growth technology companies. He brings to Skillsoft strong leadership qualities, strategic acumen and significant expertise in areas that are aligned with Skillsoft’s next chapter, including leading transformations and driving growth at scale. He most recently served in CFO roles at Fastly and Fitbit, where he led the finance organizations through important change and scale. “Ron has built a strong track record of enhancing financial discipline and driving operational rigor, and we’re confident he’s the right leader for where we’re headed,” said Ron Hovsepian, Chief Executive Officer of Skillsoft. “Over the past several quarters, we have repositioned the business, and Ron has proven skillsets to build on that progress and help lead our next phase. We remain focused on simplifying our operating model and accelerating growth.” “I am excited to join Skillsoft at this pivotal time,” said Mr. Kisling. “The Company has made important progress, and I look forward to working with Ron and the leadership team to build on the momentum underway and help drive the Company’s next phase of growth and value creation.” Mr. Kisling succeeds John Frederick, who will be retiring and will act as an advisor to the Company through early September. Mr. Frederick’s departure is not related to the Company’s financial or operating results or to any disagreement with the Company regarding its financial, operational, accounting, or reporting policies or practices. Mr. Hovsepian added, “We thank John for his leadership and contributions during his tenure and wish him the best.” In a separate press release issued today, Skillsoft announced the sale of its Global Knowledge business unit to an affiliate of Enduring Ventures, further advancing the Company’s strategic transformation. The transaction is subject to customary closing conditions, including regulatory approvals, and is currently expected to close in the second fiscal quarter of 2026. The press release is available via Skillsoft’s investor relations website. About Ron Kisling Mr. Kisling is an experienced executive with over 40 years of finance experience, including 15 years of CFO roles at high-growth technology companies. He most recently served as CFO at Fastly and Fitbit, where he led the finance organizations during times marked by significant expansion. Prior to joining Fitbit in 2014, Mr. Kisling held Chief Financial Officer positions at other technology companies, including Nanometrics, PGP Corporation, Saba Software, Inc., and SPL WorldGroup, Inc. A seasoned finance expert, he brings extensive public company financial management and leadership experience. About Skillsoft Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com. Cautionary Notes Regarding Forward Looking Statements This press release 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. These statements are based upon current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Factors that could cause or contribute to such differences include those described under “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. We disclaim any obligation to update these forward-looking statements, except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260520551290/en/ Investor Contact
Ross Collins
SKIL@alpha-ir.com Media Contact
Skillsoft PR
PR@skillsoft.com Original: Skillsoft Appoints Ron Kisling as Chief Financial Officer

Skillsoft Announces Sale of Global Knowledge Business to Enduring VenturesMay 20, 2026 4:05 PM
Business Wire Strategic transaction sharpens Skillsoft’s focus on its AI-native skills management platform, while preserving instructor-led training capabilities through a strategic partnership Skillsoft (NYSE: SKIL) (“Skillsoft” or “the Company”), a leading AI-native skills management platform, today announced that it has entered into a definitive agreement to sell its Global Knowledge instructor-led training (“ILT”) business to an affiliate of Enduring Ventures (the “Buyer”). The transaction follows a comprehensive strategic assessment and represents a significant milestone in Skillsoft’s transformation. Skillsoft expects the transaction to deliver three primary strategic benefits: Increased Focus: Allows Skillsoft to focus on scaling its AI-native skills management platform, including investments in content, technology, and AI-driven learning solutions. Simplified Operating Model: Streamlines operations and enhances management focus on higher growth, higher-margin opportunities and improving growth, earnings, and free cash flow. Continued Customer Value: Skillsoft expects to maintain a strategic partnership with Global Knowledge following the transaction. Skillsoft customers would retain access to high-quality instructor-led training. Global Knowledge customers would retain access to the Skillsoft platform. Both organizations are committed to delivering integrated, multimodal learning experiences to their respective customer bases. “Following a comprehensive strategic review, we determined that this transaction is the right step to further sharpen our focus and accelerate Skillsoft’s transformation,” said Ron Hovsepian, Chief Executive Officer of Skillsoft. “This strengthens our ability to concentrate investment, innovation, and resources on our AI-native skills management platform, where we see the greatest opportunity to help organizations build workforce readiness, close critical skill gaps, and drive measurable business outcomes.” Hovsepian continued, “We expect the deal to be immediately accretive to growth rates, earnings, and cash flow. Our customers are under immense pressure to build AI-ready workforces, and we are now in a stronger position to meet that demand.” Sieva Kozinsky, Managing Partner of Enduring Ventures, commented, “Global Knowledge is the gold standard in technology and IT training, with a 30-year track record helping organizations upskill their technical workforce. We're acquiring it because we believe that mission is more relevant today than ever. The pace of AI-driven change means that continuous, expert-led training isn't a nice-to-have, it's a competitive necessity. We look forward to building Global Knowledge through the next chapter, along with our continued partnership with Skillsoft, providing our common customers with the best in skills development through multi-modal learning.” Transaction Details Pursuant to the terms of the agreement, at the closing of the transaction, Skillsoft will be entitled to initial consideration of an amount equal to $10 million, subject to adjustment as set forth in the agreement, including adjustments based on the estimated working capital (including cash) and indebtedness of Global Knowledge as of immediately prior to the closing date. This initial purchase consideration of $10 million is to be funded by Global Knowledge’s cash, a seller note issued by Global Knowledge to Skillsoft and/or third-party financing obtained by the Buyer. The seller note, which is payable to Skillsoft on July 31, 2026 (with $2 million of the principal amount extendable to October 31, 2026), will be secured by Global Knowledge’s cash and accounts receivable. Commencing nine months after the closing of the transaction, Skillsoft will also be entitled to deferred consideration in an aggregate amount of $10 million, less approximately $2 million related to long-term employee liabilities, payable in five equal quarterly installments, subject to certain off-set rights. While the ultimate collectability of the purchase consideration is subject to the operations of the divested business and its ability to obtain suitable third-party or seller financing, the Buyer’s obligation to pay the deferred consideration will be guaranteed by Global Knowledge and secured by Global Knowledge’s intellectual property rights. The transaction is subject to customary closing conditions, including regulatory approvals, and we currently expect the transaction to close in the second fiscal quarter. Advisors Jefferies LLC acted as exclusive financial advisor to Skillsoft. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Skillsoft. About Skillsoft Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com. Forward-Looking Statements This press release 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. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to the anticipated benefits of the Global Knowledge transaction, the expected timeline for completing the transaction, the anticipated consideration, expectations regarding the strategic partnership with Global Knowledge and the ability of Skillsoft customers to access ILT offerings pursuant thereto, our product development and planning, our pipeline, future capital expenditures and capital allocation, and our ability to successfully implement our plans, strategies, objectives, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements. Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, in this document and in our other periodic filings with the Securities and Exchange Commission ("SEC"). The forward-looking statements contained in this document represent our estimates only as of the date of this press release 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, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date hereof. 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 press release, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements. View source version on businesswire.com: https://www.businesswire.com/news/home/20260520936193/en/ Investor Contact
Ross Collins
SKIL@alpha-ir.com Media Contact
Skillsoft PR
PR@skillsoft.com Original: Skillsoft Announces Sale of Global Knowledge Business to Enduring Ventures

doesn't look that great but a projection much higher for this year is just a prediction

Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2026April 7, 2026 4:05 PM
Business Wire

TDS Segment(1) delivered full year revenue in line with guidance, with TDS Segment Adjusted EBITDA and consolidated Free Cash Flow above the top end guidance



Next-generation Skillsoft Percipio® Platform generally available, with 15 new customers since release



Early adopters accelerating utilization of our AI tools



Skillsoft Corp. (NYSE: SKIL) (“Skillsoft”, “we”, “us” or “our”), a leading AI-native skills management platform, today announced its financial results for the fourth quarter and full fiscal year ended January 31, 2026 and provided its TDS Segment financial outlook for full year fiscal 2027.


Fiscal 2026 Fourth Quarter Select Financial Measures



Total Revenue of $131 million compared to $134 million in the prior year.



Talent Development Solutions Revenue of $103 million, flat versus the prior year.



Global Knowledge Revenue of $28 million compared to $31 million in the prior year.



Net Loss of $37 million compared to Net Loss of $31 million in the prior year. Net Loss per share of $4.19 compared to Net Loss per share of $3.75 in the prior year.



Adjusted EBITDA(2) of $31 million, reflecting an Adjusted EBITDA margin(2) of 24% of Revenue, compared to $30 million and a margin of 22% of Revenue in the prior year.



Free Cash Flow(2) of $27 million compared to $13 million in the prior year.



Fiscal 2026 Full Year Select Financial Measures



Total Revenue of $513 million compared to $531 million in the prior year.



Talent Development Solutions Revenue of $404 million compared to $406 million in the prior year.



Global Knowledge Revenue of $109 million compared to $125 million in the prior year.



Net Loss of $140 million compared to Net Loss of $122 million in the prior year. Net Loss per share of $16.27 compared to Net Loss per share of $14.87 in the prior year.



Adjusted EBITDA(2) of $110 million, reflecting an Adjusted EBITDA margin(2) of 21% of Revenue, compared to $109 million and a margin of 21% of Revenue in the prior year.



Free Cash Flow(2) of $6 million compared to $12 million in the prior year.



“This quarter’s strong TDS Segment results, led by TDS enterprise solutions, demonstrate the critical role Skillsoft plays in helping organizations navigate the rapid pace of human and AI change. Over the past 18 months, we’ve made meaningful progress executing our transformation, streamlining the business through improved capital allocation, and repositioning our platform, which is now in market and gaining traction,” said Ron Hovsepian, Skillsoft Executive Chair and CEO. “As AI reshapes the global workforce, demand for our AI-driven learning solutions, particularly our CAISY™ simulator, continues to build, and we believe we are well positioned to support workforce readiness while driving toward sustainable growth and improved free cash flow.”


Hovsepian concluded, “As we noted last quarter, we initiated a strategic review of the Global Knowledge Segment, which remains ongoing as we evaluate the best path forward to maximize overall value at Skillsoft. Looking ahead, we remain focused on executing our strategic plan and maintaining disciplined capital allocation.”


Fiscal 2026 Fourth Quarter Business Highlights



Skillsoft announced the general availability of its next-generation skills management platform to power enterprise workforce readiness and outcomes



Skillsoft and edX formed a strategic partnership to expand university-led learning in The Skillsoft Percipio Platform, strengthening how enterprises build workforce readiness for an AI-driven world



AI skill benchmark completions increased 994% year over year, with AI content completions up 261% year over year and AI journey completions up 222% year over year. CAISY learners increased 146% year over year, and CAISY launches or engagement increased 341% year over year.



“Strong performance in our TDS Segment drove Adjusted EBITDA margin expansion and robust free cash flow generation for the quarter, reflecting the continued benefits of a leaner, more-directed cost structure and operational discipline,” said John Frederick, Skillsoft’s Chief Financial Officer. “We believe that removing the impact of our GK Segment would improve growth, operating results and free cash flow. Building on our strategic foundation, we are focusing on our core TDS enterprise solutions, whose profitability and cash generation capability, we believe, will drive long-term value for our shareholders.”


Full-Year Fiscal 2027 Financial Outlook


In connection with our continuing exploration of strategic alternatives for our GK segment, we are only able to provide revenue and Adjusted EBITDA(2) guidance for our TDS segment for the fiscal year ending January 31, 2027 (“fiscal 2027”).


The following table reflects Skillsoft’s financial outlook for fiscal 2027, based on current market conditions, expectations, and assumptions:




TDS Revenue





 

 





 

$388 million – $406 million








TDS Adjusted EBITDA(2)





 

 





 

$108 million – $116 million








TDS Free Cash Flow





 

 





 

$14 million – $22 million









(1)





 

Skillsoft has two operating and reporting segments: Talent Development Solutions (“TDS”) and Global Knowledge (“GK”)









 



(2)







Denotes a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for the definitions of these and other non-GAAP financial measures included in this press release, how they are calculated, and the rationale for their use. A reconciliation of historical non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the tables at the back of this press release. We do not provide quantitative reconciliations for forward-looking non-GAAP financial measures, as we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. See “Non-GAAP Financial Measures” below for further detail.







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) 407-3088 from the United States and Canada or (201) 389-0927 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 twelve months.


About Skillsoft


Skillsoft (NYSE: SKIL) is a global leader in skills management for the human + AI era. The AI-native Skillsoft platform gives a clear view of workforce capability, closes critical skill gaps, and proves the impact of skills on business outcomes. With Skillsoft, organizations can build AI-ready teams, lower the cost and time of workforce development, and reduce execution risk as work continues to change. Thousands of organizations worldwide trust Skillsoft to power workforce readiness. Learn more at skillsoft.com


Non-GAAP Financial Measures


In addition to disclosing detailed operating results in accordance with U.S. GAAP, Skillsoft provides supplementary non-GAAP financial measures to consider in evaluating our operating performance. We track the non-GAAP financial measures that we believe are key financial measures of our success. Non-GAAP measures 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 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. In addition, management uses these non-GAAP financial measures to assess operating performance, financial leverage and the effective use and allocation of resources; to provide more normalized period-to-period comparisons of operating results; to enhance investors’ understanding of the core operating results of our business; and to set management incentive targets. We believe investors use both U.S. GAAP and non-GAAP financial measures to assess management's decisions associated with our priorities and capital allocation, as well as to analyze how our business operates in, or responds to, macroeconomic trends or other events that impact our core operations. We disclose the non-GAAP financial measures included in this press release because we believe that they provide meaningful supplemental information. However, non-GAAP financial measures have limitations as analytical tools. Because not all companies use identical calculations, our presentation of non-GAAP financial measures 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 non-GAAP financial 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.


The non-GAAP financial measures included in this press release are: adjusted net income (loss), on both a consolidated and segment basis; adjusted net income (loss) per share; adjusted net income (loss) margin % (i.e., adjusted net income (loss) as a percentage of revenue) on both a consolidated and segment basis; adjusted EBITDA, on both a consolidated and segment basis; adjusted EBITDA margin % (i.e., adjusted EBITDA as a percentage of revenue), on both a consolidated and segment basis; adjusted total operating expenses; adjusted contribution margin; business unit contribution profit; business unit contribution margin (i.e., business unit contribution profit as a percentage of business unit revenue); adjusted costs of revenues; adjusted content and software development expenses; adjusted selling and marketing expenses; adjusted general and administrative expenses; business unit costs of revenues, business unit content and software development expenses; business unit product research and management expenses, free cash flow, and adjusted free cash flow (levered), free cash flow conversion and adjusted net leverage.


We have provided at the back of this press release reconciliations of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures for the three and twelve months ending January 31, 2026 and 2025. We do not reconcile our forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial 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 measures 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 financial measures may be materially different than the non-GAAP financial measures.


The non-GAAP measures included in this press release are defined as follows:



Adjusted net income (loss)* is defined as net income (loss) excluding non-cash items, discrete and event-specific costs that do not represent normal cash operating expenses necessary for our business operations, and certain accounting income and/or expenses. Management believes these exclusions enhance the comparability of our results from period to period, and as compared to peers, and are useful in assessing our operating performance, and consist of the following (including the related tax effects), when applicable to the periods presented:


Impairment charges - Non-cash goodwill and intangible asset impairment charges.



Amortization of acquired intangible assets – Non-cash amortization expense of finite-lived intangible assets recognized as a part of business combination accounting.



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



Restructuring charges – Charges related to strategic cost saving initiatives, including severance costs, losses associated with the abandonment of right-of-use assets, and contract termination 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.



Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in-lieu of stock that are intended to be settled in cash.



Executive exit costs – Costs associated with the departure of executives.



Fair value adjustments – Mark-to-market adjustments of interest rate swap agreements.



Other (income) expense, net – Unrealized and realized gains or losses primarily resulting from fluctuations of U.S. dollar appreciating or depreciating against other currencies, and impairments associated with property and equipment and other tangible assets when their carrying values are not recoverable.






Adjusted net income (loss) per share is defined as adjusted net income (loss) divided by the number of diluted weighted average shares outstanding, and adjusted net income (loss) margin % is defined as adjusted net income (loss) as a percentage of revenue.



Adjusted net income (loss) margin %* is defined as adjusted net income (loss) as a percentage of revenue.



Adjusted EBITDA* is defined as net income (loss) excluding (when applicable to the periods presented) the same exclusions set forth above for the determination of adjusted net income (loss) plus the additional exclusions set forth below. Management believes these exclusions enhance the comparability of our results from period to period, and as compared to peers, and are useful in assessing our operating performance. The additional exclusions are:


Amortization of capitalized internally developed software– Non-cash amortization expense for finite-lived intangible assets other than those recognized as a part of business combination accounting.



Interest expense, net – Gross interest expense offset by interest income



Depreciation expense – Non-cash depreciation expense for property and equipment assets.



Provision for (benefit from) income taxes – Current and deferred federal, state and foreign income tax expense (benefit).






Adjusted EBITDA margin %* is defined as adjusted EBITDA as a percentage of revenue.



Adjusted costs of revenues is defined as costs of revenues excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs and transformation costs.



Adjusted content and software development expenses is defined as content and software development expenses excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs and transformation costs.



Adjusted selling and marketing expenses is defined as selling and marketing expenses excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs and transformation costs.



Adjusted general and administrative expenses is defined as general and administrative expense excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs, transformation costs, and executive exit costs.



Adjusted total operating expenses is defined as costs of revenues, content and software development expenses, selling and marketing expenses, and general and administrative expenses, in each case excluding (where applicable) depreciation expense, long-term incentive compensation expense, system migration costs, transformation costs, and executive exit costs.



Adjusted contribution margin is defined as revenue less adjusted total operating expenses, divided by revenue for the same period.



Business unit contribution profit - Segment ("business unit") contribution profit is defined as business unit revenue, less business unit cost of revenues, business unit content and software development expenses, and business unit product research and management expenses.



Business unit contribution margin is defined as business unit contribution profit divided by business unit revenue for the same period.



Business unit cost of revenues is defined as cost of revenues attributable to the business unit, excluding, where applicable, depreciation expense, long-term incentive compensation expense, system migration costs, and transformation expenses.



Business unit content and software development expenses are defined as content and software development expenses attributable to the business unit, excluding, where applicable, depreciation, long-term incentive compensation, system migration costs, and transformation expenses.



Business unit product research and management expenses are defined as certain selling and marketing costs attributable to the business unit reflected in the business unit contribution profit.



Free cash flow is defined as net cash provided by (used in) operating activities less net purchases of property and equipment and internally developed software. Note that free cash flow does not represent residual cash flow available to Skillsoft for discretionary expenditures.



Adjusted free cash flow (levered) is defined as free cash flow plus the cash impact of the charges excluded in the determination of adjusted EBITDA (as set forth above). Note that adjusted free cash flow (levered) does not represent residual cash flow available to Skillsoft for discretionary expenditures.



Free cash flow conversion is defined as free cash flow divided by adjusted EBITDA for the same period.



Adjusted net leverage is defined as current maturities of long-term debt, plus borrowings under our accounts receivable facility, plus long-term debt, less cash and equivalents and restricted cash, divided by adjusted EBITDA for the preceding twelve-month period.



* This non-GAAP financial measure is provided in the reconciliation tables below on both a consolidated and segment basis.


Key Performance Metric


Skillsoft also uses a supplementary key performance metric (dollar retention rate) that we believe is a key financial measure of our success. 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 key performance metrics when reporting their results. In addition, management uses dollar retention rate to assess operating performance, and to enhance investors’ understanding of the core operating results of our business. We believe investors use dollar retention rate to assess how our business operates in, or responds to, macroeconomic trends or other events that impact our core operations. We use dollar retention rate because we believe that it provides meaningful supplemental information. However, this metric may not be comparable to other similarly titled measures of other companies. It is not a measure of financial condition or liquidity, and should not be considered in isolation from, or as a substitute analysis for, results of operations as determined in accordance with U.S. GAAP.



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 of 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 not to 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.



Cautionary Notes Regarding Forward Looking Statements


This press release 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. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include, but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including statements with respect to our guidance and outlook (including our Full Year Fiscal 2027 Financial Outlook), our product development and planning, our pipeline, future capital expenditures and capital allocation, future share repurchases, anticipated financial results, the impact of regulatory changes, our current and evolving business strategies and their anticipated impact, including with respect to our GK business, demand for our services, our competitive position, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, objectives, our ability to regain compliance with New York Stock Exchange listing standards, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements.


Factors, many of which are beyond our control, that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended January 31, 2026 (“2026 Form 10-K”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in the 2026 Form 10-K, in this document and in our other periodic filings with the Securities and Exchange Commission ("SEC"). The forward-looking statements contained in this document represent our estimates only as of the date of this press release 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, except as required by law. You are advised, however, to review any further factors and risks we describe in reports we file from time to time with the SEC after the date hereof.


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 press release, 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 not guarantees or assurances of future performance and may not reflect (and may be materially different from) actual results.


All forward-looking statements contained herein are expressly qualified in their entirety by the foregoing cautionary statements.


Industry and Market Data


Within this document, we reference information and statistics regarding market share, industry data and our market position. Certain of this information has been obtained from various independent third-party sources, including independent industry publications, news reports, reports by market research firms and other independent sources. We believe that these external sources and estimates are reliable but have not independently verified them. In addition, certain of this information and statistics are based on our own internal surveys and assessments, which are developed in good faith using reasonable estimates. The information is based on the most current data available to us and our estimates regarding market position or other industry statistics 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 and per share amounts)














 



 






 






January 31, 2026






 






 






 






January 31, 2025






 








ASSETS






 






 






 






 






 






 






 






 






 








Current assets:






 






 






 






 






 






 






 






 






 








Cash and cash equivalents






 






$






100,816






 






 






 






$






100,766






 








Restricted cash






 






 






3,662






 






 






 






 






2,571






 








Accounts receivable, net of allowance for credit losses of approximately $382 and $501 as of January 31, 2026 and January 31, 2025, respectively






 






 






174,963






 






 






 






 






178,989






 








Prepaid expenses and other current assets






 






 






53,586






 






 






 






 






50,527






 








Total current assets






 






 






333,027






 






 






 






 






332,853






 








Goodwill






 






 






296,300






 






 






 






 






317,071






 








Intangible assets, net






 






 






308,031






 






 






 






 






427,221






 








Other assets






 






 






25,760






 






`






 






 






28,924






 








Total assets






 






$






963,118






 






 






 






$






1,106,069






 








LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)






 






 






 






 






 






 






 






 






 








Current liabilities:






 






 






 






 






 






 






 






 






 








Current maturities of long-term debt






 






$






6,404






 






 






 






$






6,404






 








Borrowings under accounts receivable facility






 






 






1,000






 






 






 






 






1,000






 








Accounts payable






 






 






21,309






 






 






 






 






13,458






 








Accrued compensation






 






 






43,018






 






 






 






 






47,803






 








Accrued expenses and other current liabilities






 






 






26,394






 






 






 






 






26,022






 








Deferred revenue






 






 






274,875






 






 






 






 






282,295






 








Total current liabilities






 






 






373,000






 






 






 






 






376,982






 








 






 






 






 






 






 






 






 






 






 








Long-term debt






 






 






570,769






 






 






 






 






573,267






 








Deferred tax liabilities






 






 






33,933






 






 






 






 






42,039






 








Deferred revenue - non-current






 






 






1,117






 






 






 






 






1,656






 








Other long-term liabilities






 






 






14,526






 






 






 






 






18,279






 








Total long-term liabilities






 






 






620,345






 






 






 






 






635,241






 








Commitments and contingencies






 






 






 






 






 






 






 






 






 








Shareholders’ equity (deficit):






 






 






 






 






 






 






 






 






 








Shareholders’ common stock - Class A common shares, $0.0001 par value per share: 18,750,000 shares authorized and 9,095,922 shares issued and 8,796,145 shares outstanding as of January 31, 2026, and 8,616,633 shares issued and 8,316,856 shares outstanding as of January 31, 2025






 






 






1






 






 






 






 






1






 








Additional paid-in capital






 






 






1,576,794






 






 






 






 






1,565,040






 








Accumulated (deficit)






 






 






(1,583,210






)






 






 






 






(1,443,386






)








Treasury stock, at cost- 299,777 shares as of January 31, 2026 and January 31, 2025






 






 






(10,891






)






 






 






 






(10,891






)








Accumulated other comprehensive income (loss)






 






 






(12,921






)






 






 






 






(16,918






)








Total shareholders’ equity (deficit)






 






 






(30,227






)






 






 






 






93,846






 








Total liabilities and shareholders’ equity (deficit)






 






$






963,118






 






 






 






$






1,106,069






 









SKILLSOFT CORP.








UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS








(in thousands, except number of shares and per share amounts)













 



 






 






Three Months Ended January 31,






 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Revenues:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Total revenues






 






$






130,653






 






 






$






133,753






 






 






$






512,674






 






 






$






530,994






 








Operating expenses:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Costs of revenues






 






 






34,223






 






 






 






33,625






 






 






 






134,638






 






 






 






134,879






 








Content and software development






 






 






13,418






 






 






 






15,321






 






 






 






55,626






 






 






 






60,757






 








Selling and marketing






 






 






38,217






 






 






 






40,288






 






 






 






153,495






 






 






 






162,879






 








General and administrative






 






 






17,055






 






 






 






25,974






 






 






 






80,649






 






 






 






92,364






 








Amortization of intangible assets






 






 






32,226






 






 






 






32,019






 






 






 






127,346






 






 






 






127,216






 








Impairment of goodwill and intangible assets






 






 






10,945






 






 






 






—






 






 






 






31,716






 






 






 






—






 








Acquisition and integration related costs






 






 






52






 






 






 






898






 






 






 






1,379






 






 






 






4,247






 








Restructuring Charges






 






 






9,665






 






 






 






2,912






 






 






 






17,318






 






 






 






18,273






 








Total operating expenses






 






 






155,801






 






 






 






151,037






 






 






 






602,167






 






 






 






600,615






 








Operating income (loss)






 






 






(25,148






)






 






 






(17,284






)






 






 






(89,493






)






 






 






(69,621






)








Other income (expense), net






 






 






(1,188






)






 






 






(584






)






 






 






(3,696






)






 






 






677






 








Fair value adjustment of interest rate swaps






 






 






(127






)






 






 






869






 






 






 






(3,733






)






 






 






1,287






 








Interest income






 






 






389






 






 






 






629






 






 






 






1,859






 






 






 






3,526






 








Interest expense






 






 






(14,355






)






 






 






(14,978






)






 






 






(58,470






)






 






 






(63,516






)








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






 






 






(40,429






)






 






 






(31,348






)






 






 






(153,533






)






 






 






(127,647






)








Provision for (benefit from) income taxes






 






 






(3,721






)






 






 






(241






)






 






 






(13,709






)






 






 






(5,739






)








Net income (loss)






 






$






(36,708






)






 






$






(31,107






)






 






$






(139,824






)






 






$






(121,908






)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net income (loss) per share:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Basic and diluted






 






$






(4.19






)






 






$






(3.75






)






 






$






(16.27






)






 






$






(14.87






)








Weighted average common share outstanding:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Basic and diluted






 






 






8,765,526






 






 






 






8,288,631






 






 






 






8,594,008






 






 






 






8,200,077






 









SKILLSOFT CORP.








UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS








(in thousands)










 



 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 








Cash flows from operating activities:






 






 






 






 






 






 






 






 








Net income (loss)






 






$






(139,824






)






 






$






(121,908






)








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






 






 






 






 






 






 






 






 








Amortization expense for intangible assets






 






 






127,346






 






 






 






127,216






 








Stock-based compensation expense






 






 






13,240






 






 






 






19,587






 








Depreciation expense






 






 






1,817






 






 






 






3,374






 








Impairment of goodwill and intangible assets






 






 






31,716






 






 






 






—






 








Non-cash interest expense






 






 






2,305






 






 






 






2,184






 








Non-cash operating lease right-of-use asset expense






 






 






1,604






 






 






 






2,175






 








Non-cash property, equipment, software and operating right-of-use asset impairment charges






 






 






19






 






 






 






2,622






 








Provision for credit loss expense (recovery)






 






 






(119






)






 






 






(61






)








Fair value adjustment of interest rate swaps






 






 






3,733






 






 






 






(1,287






)








Unrealized foreign currency (gain) loss






 






 






(3,148






)






 






 






(148






)








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






 






 






(8,348






)






 






 






(9,990






)








Changes in assets and liabilities:






 






 






 






 






 






 






 






 








Accounts receivable






 






 






7,372






 






 






 






4,087






 








Prepaid expenses and other assets, including long-term






 






 






681






 






 






 






(4,471






)








Accounts payable






 






 






7,505






 






 






 






(855






)








Accrued expenses and other liabilities, including long-term






 






 






(7,710






)






 






 






5,348






 








Deferred revenue






 






 






(13,139






)






 






 






2,092






 








Net cash provided by (used in) operating activities






 






 






25,050






 






 






 






29,965






 








Cash flows from investing activities:






 






 






 






 






 






 






 






 








Purchase of property and equipment






 






 






(1,766






)






 






 






(1,603






)








Proceeds from sale of property and equipment






 






 






—






 






 






 






10






 








Internally developed software - capitalized costs






 






 






(16,786






)






 






 






(16,765






)








Net cash provided by (used in) investing activities






 






 






(18,552






)






 






 






(18,358






)








Cash flows from financing activities:






 






 






 






 






 






 






 






 








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






 






 






(3,250






)






 






 






(1,127






)








Proceeds from (payments on) accounts receivable facility






 






 






—






 






 






 






(43,980






)








Principal payments on term loans






 






 






(4,803






)






 






 






(6,404






)








Net cash provided by (used in) financing activities






 






 






(8,053






)






 






 






(51,511






)








Effect of exchange rate changes on cash and cash equivalents






 






 






2,696






 






 






 






(3,282






)








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






 






 






1,141






 






 






 






(43,186






)








Cash, cash equivalents and restricted cash, beginning of period






 






 






103,337






 






 






 






146,523






 








Cash, cash equivalents and restricted cash, end of period






 






$






104,478






 






 






$






103,337






 








Supplemental disclosure of cash flow information:






 






 






 






 






 






 






 






 








Cash and cash equivalents






 






$






100,816






 






 






$






100,766






 








Restricted cash






 






 






3,662






 






 






 






2,571






 








Cash, cash equivalents and restricted cash, end of period






 






$






104,478






 






 






$






103,337






 









SKILLSOFT CORP.








RECONCILIATION OF NON-GAAP FINANCIAL MEASURES








(in thousands, except percentages, number of shares and per share amounts, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Revenues






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Talent Development Solutions






 






$






102,614






 






 






$






102,805






 






 






$






403,745






 






 






$






405,530






 








Global Knowledge






 






 






28,039






 






 






 






30,948






 






 






 






108,929






 






 






 






125,464






 








Total revenues, as reported






 






$






130,653






 






 






$






133,753






 






 






$






512,674






 






 






$






530,994






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net income (loss), as reported






 






$






(36,708






)






 






$






(31,107






)






 






$






(139,824






)






 






$






(121,908






)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Amortization of acquired intangible assets (1)






 






 






28,823






 






 






 






29,455






 






 






 






115,334






 






 






 






118,642






 








Impairment of goodwill and intangible assets






 






 






10,945






 






 






 






—






 






 






 






31,716






 






 






 






—






 








Acquisition and integration related costs






 






 






52






 






 






 






898






 






 






 






1,379






 






 






 






4,247






 








Restructuring charges






 






 






9,665






 






 






 






2,912






 






 






 






17,318






 






 






 






18,273






 








Transformation costs






 






 






688






 






 






 






252






 






 






 






4,674






 






 






 






1,567






 








System migration costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






118






 








Long-term incentive compensation expenses






 






 






2,294






 






 






 






10,164






 






 






 






14,868






 






 






 






20,602






 








Executive exit costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






3,326






 








Fair value adjustment of interest rate swaps






 






 






127






 






 






 






(869






)






 






 






3,733






 






 






 






(1,287






)








Other (income) expense, net






 






 






1,188






 






 






 






584






 






 






 






3,696






 






 






 






(677






)








Tax impact of adjustments






 






 






(6,058






)






 






 






5,199






 






 






 






(17,210






)






 






 






(7,416






)








Adjusted net income (loss)






 






 






11,016






 






 






 






17,488






 






 






 






35,684






 






 






 






35,487






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Interest expense, net






 






 






13,966






 






 






 






14,349






 






 






 






56,611






 






 






 






59,990






 








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






 






 






2,337






 






 






 






(5,440






)






 






 






3,501






 






 






 






1,677






 








Depreciation






 






 






453






 






 






 






970






 






 






 






1,817






 






 






 






3,374






 








Amortization of capitalized internally developed software (1)






 






 






3,403






 






 






 






2,564






 






 






 






12,012






 






 






 






8,574






 








Adjusted EBITDA






 






$






31,175






 






 






$






29,931






 






 






$






109,625






 






 






$






109,102






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Weighted average common shares outstanding:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Basic and diluted






 






 






8,765,526






 






 






 






8,288,631






 






 






 






8,594,008






 






 






 






8,200,077






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Basic and diluted per share information:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net income (loss) per share, as reported






 






$






(4.19






)






 






$






(3.75






)






 






$






(16.27






)






 






$






(14.87






)








Adjusted net income (loss) per share






 






$






1.26






 






 






$






2.11






 






 






$






4.15






 






 






$






4.33






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net income (loss) margin %






 






 






(28.1






)%






 






 






(23.3






)%






 






 






(27.3






)%






 






 






(23.0






)%








Amortization of acquired intangible assets (1)






 






 






22.1






%






 






 






22.0






%






 






 






22.5






%






 






 






22.3






%








Impairment of goodwill and intangible assets






 






 






8.4






%






 






 






0.0






%






 






 






6.2






%






 






 






0.0






%








Acquisition and integration related costs






 






 






0.0






%






 






 






0.7






%






 






 






0.3






%






 






 






0.8






%








Restructuring charges






 






 






7.4






%






 






 






2.2






%






 






 






3.4






%






 






 






3.4






%








Transformation costs






 






 






0.5






%






 






 






0.2






%






 






 






0.9






%






 






 






0.3






%








System migration costs






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%








Long-term incentive compensation expenses






 






 






1.8






%






 






 






7.6






%






 






 






2.9






%






 






 






3.9






%








Executive exit costs






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.6






%








Fair value adjustment of interest rate swaps






 






 






0.1






%






 






 






-0.6






%






 






 






0.7






%






 






 






(0.2






)%








Other (income) expense, net






 






 






0.9






%






 






 






0.4






%






 






 






0.7






%






 






 






(0.1






)%








Tax impact of adjustments






 






 






(4.7






)%






 






 






3.9






%






 






 






(3.3






)%






 






 






(1.3






)%








Adjusted net income (loss) margin %






 






 






8.4






%






 






 






13.1






%






 






 






7.0






%






 






 






6.7






%








Interest expense, net






 






 






10.7






%






 






 






10.70






%






 






 






11.0






%






 






 






11.3






%








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






 






 






1.9






%






 






 






(4.0






)%






 






 






0.7






%






 






 






0.3






%








Depreciation






 






 






0.3






%






 






 






0.7






%






 






 






0.4






%






 






 






0.6






%








Amortization of capitalized internally developed software (1)






 






 






2.6






%






 






 






1.9






%






 






 






2.3






%






 






 






1.6






%








Adjusted EBITDA margin %






 






 






23.9






%






 






 






22.4






%






 






 






21.4






%






 






 






20.5






%









(1)





 

All amortization (not only amortization pertaining to finite-lived intangible assets recognized as part of business combination accounting) is excluded in the determination of Adjusted EBITDA.








SKILLSOFT CORP.



TALENT DEVELOPMENT SOLUTIONS








RECONCILIATION OF NON-GAAP FINANCIAL MEASURES








(in thousands, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Year Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Total TDS Segment revenues, as reported






 






$






102,614






 






 






$






102,805






 






 






$






403,745






 






 






$






405,530






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








TDS Segment Net income (loss) (1)






 






$






(22,274






)






 






$






(14,080






)






 






$






(84,140






)






 






$






(97,044






)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Amortization of acquired intangible assets (2)






 






 






27,258






 






 






 






27,932






 






 






 






109,131






 






 






 






112,018






 








Impairment of goodwill and intangible assets






 






 






10,945






 






 






 






—






 






 






 






10,945






 






 






 






—






 








Acquisition and integration related costs






 






 






52






 






 






 






898






 






 






 






1,361






 






 






 






4,241






 








Restructuring charges






 






 






9,523






 






 






 






1,596






 






 






 






15,542






 






 






 






13,255






 








Transformation costs






 






 






688






 






 






 






263






 






 






 






4,674






 






 






 






1,567






 








System migration costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






118






 








Long-term incentive compensation expenses






 






 






1,758






 






 






 






9,968






 






 






 






13,680






 






 






 






20,149






 








Executive exit costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






3,326






 








Fair value adjustment of interest rate swaps






 






 






127






 






 






 






(869






)






 






 






3,733






 






 






 






(1,287






)








Other (income) expense, net






 






 






(10,594






)






 






 






(11,774






)






 






 






(10,695






)






 






 






(11,487






)








Tax impact of adjustments






 






 






(5,632






)






 






 






5,005






 






 






 






(14,267






)






 






 






(6,810






)








TDS Segment Adjusted net income (loss)






 






 






11,851






 






 






 






18,939






 






 






 






49,964






 






 






 






38,046






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Interest expense, net






 






 






13,982






 






 






 






14,366






 






 






 






56,692






 






 






 






60,040






 








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






 






 






3,463






 






 






 






(4,508






)






 






 






2,355






 






 






 






1,214






 








Depreciation






 






 






339






 






 






 






703






 






 






 






1,333






 






 






 






2,417






 








Amortization of capitalized internally developed software (2)






 






 






3,403






 






 






 






2,564






 






 






 






12,012






 






 






 






8,574






 








TDS Segment Adjusted EBITDA






 






$






33,038






 






 






$






32,064






 






 






$






122,356






 






 






$






110,291






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








TDS Segment net income (loss) margin %






 






 






(21.7






)%






 






 






(13.7






)%






 






 






(20.8






)%






 






 






(23.9






)%








Amortization of acquired intangible assets (2)






 






 






26.6






%






 






 






27.2






%






 






 






27.0






%






 






 






27.6






%








Impairment of goodwill and intangible assets






 






 






10.7






%






 






 






0.0






%






 






 






2.7






%






 






 






0.0






%








Acquisition and integration related costs






 






 






0.1






%






 






 






0.9






%






 






 






0.3






%






 






 






1.0






%








Restructuring charges






 






 






9.3






%






 






 






1.6






%






 






 






3.8






%






 






 






3.3






%








Transformation costs






 






 






0.7






%






 






 






0.3






%






 






 






1.2






%






 






 






0.4






%








System migration costs






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%








Long-term incentive compensation expenses






 






 






1.7






%






 






 






9.7






%






 






 






3.4






%






 






 






5.0






%








Executive exit costs






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.8






%








Fair value adjustment of interest rate swaps






 






 






0.1






%






 






 






(0.8






)%






 






 






0.9






%






 






 






(0.3






)%








Other (income) expense, net






 






 






(10.3






)%






 






 






(11.5






)%






 






 






(2.6






)%






 






 






(2.8






)%








Tax impact of adjustments






 






 






(5.7






)%






 






 






4.7






%






 






 






(3.5






)%






 






 






(1.7






)%








TDS Segment Adjusted net income (loss) margin %






 






 






11.5






%






 






 






18.4






%






 






 






12.4






%






 






 






9.4






%








Interest expense, net






 






 






13.6






%






 






 






14.0






%






 






 






14.0






%






 






 






14.8






%








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






 






 






3.5






%






 






 






(4.4






)%






 






 






0.6






%






 






 






0.3






%








Depreciation






 






 






0.3






%






 






 






0.7






%






 






 






0.3






%






 






 






0.6






%








Amortization of capitalized internally developed software (2)






 






 






3.3






%






 






 






2.5






%






 






 






3.0






%






 






 






2.1






%








TDS Segment Adjusted EBITDA margin %






 






 






32.2






%






 






 






31.2






%






 






 






30.3






%






 






 






27.2






%









(1)





 

The TDS and GK net income (loss) amounts combined agree with the aggregate amount reported on the consolidated statements of operations.








(2)





 

All amortization (not only amortization pertaining to finite-lived intangible assets recognized as part of business combination accounting) is excluded in the determination of TDS Segment Adjusted EBITDA.








SKILLSOFT CORP.



GLOBAL KNOWLEDGE








RECONCILIATION OF NON-GAAP FINANCIAL MEASURES








(in thousands, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Year Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Total GK Segment revenues, as reported






 






$






28,039






 






 






$






30,948






 






 






$






108,929






 






 






$






125,464






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GK Segment Net income (loss) (1)






 






$






(14,434






)






 






$






(17,027






)






 






$






(55,684






)






 






$






(24,864






)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Amortization of acquired intangible assets (2)






 






 






1,565






 






 






 






1,523






 






 






 






6,203






 






 






 






6,624






 








Impairment of goodwill






 






 






—






 






 






 






—






 






 






 






20,771






 






 






 






—






 








Acquisition and integration related costs






 






 






—






 






 






 






—






 






 






 






18






 






 






 






6






 








Restructuring charges






 






 






142






 






 






 






1,316






 






 






 






1,776






 






 






 






5,018






 








Transformation costs






 






 






—






 






 






 






(11






)






 






 






—






 






 






 






—






 








Long-term incentive compensation expenses






 






 






536






 






 






 






196






 






 






 






1,188






 






 






 






453






 








Other (income) expense, net






 






 






11,782






 






 






 






12,358






 






 






 






14,391






 






 






 






10,810






 








Tax impact of adjustments






 






 






(426






)






 






 






194






 






 






 






(2,943






)






 






 






(606






)








GK Segment Adjusted net income (loss)






 






 






(835






)






 






 






(1,451






)






 






 






(14,280






)






 






 






(2,559






)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Interest expense, net






 






 






(16






)






 






 






(17






)






 






 






(81






)






 






 






(50






)








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






 






 






(1,126






)






 






 






(932






)






 






 






1,146






 






 






 






463






 








Depreciation






 






 






114






 






 






 






267






 






 






 






484






 






 






 






957






 








GK Segment Adjusted EBITDA






 






$






(1,863






)






 






$






(2,133






)






 






$






(12,731






)






 






$






(1,189






)








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GK Segment net income (loss) margin %






 






 






(51.5






)%






 






 






(55.0






)%






 






 






(51.1






)%






 






 






(19.8






)%








Amortization of acquired intangible assets (2)






 






 






5.6






%






 






 






4.9






%






 






 






5.7






%






 






 






5.3






%








Impairment of goodwill






 






 






0.0






%






 






 






0.0






%






 






 






19.1






%






 






 






0.0






%








Acquisition and integration related costs






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%








Restructuring charges






 






 






0.5






%






 






 






4.3






%






 






 






1.6






%






 






 






4.0






%








Transformation costs






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%






 






 






0.0






%








Long-term incentive compensation expenses






 






 






1.9






%






 






 






0.6






%






 






 






1.1






%






 






 






0.4






%








Other (income) expense, net






 






 






42.0






%






 






 






39.9






%






 






 






13.2






%






 






 






8.6






%








Tax impact of adjustments






 






 






(1.5






)%






 






 






0.6






%






 






 






(2.7






)%






 






 






(0.5






)%








GK Segment Adjusted net income (loss) margin %






 






 






(3.0






)%






 






 






(4.7






)%






 






 






(13.1






)%






 






 






(2.0






)%








Interest expense, net






 






 






(0.1






)%






 






 






(0.1






)%






 






 






(0.1






)%






 






 






0.0






%








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






 






 






(3.9






)%






 






 






(3.0






)%






 






 






1.1






%






 






 






0.3






%








Depreciation






 






 






0.4






%






 






 






0.9






%






 






 






0.4






%






 






 






0.8






%








GK Segment Adjusted EBITDA margin %






 






 






(6.6






)%






 






 






(6.9






)%






 






 






(11.7






)%






 






 






(0.9






)%









(1)





 

The TDS and GK net income (loss) amounts combined agree with the aggregate amount reported on the consolidated statements of operations.








(2)





 

All amortization (not only amortization pertaining to finite-lived intangible assets recognized as part of business combination accounting) is excluded in the determination of GK Segment Adjusted EBITDA.









SKILLSOFT CORP.








BUSINESS UNIT CONTRIBUTION PROFIT AND MARGIN








(in thousands, except percentages, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Talent Development Solutions






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Revenue






 






$






102,614






 






 






$






102,805






 






 






$






403,745






 






 






$






405,530






 








Business unit cost of revenues






 






 






16,240






 






 






 






14,702






 






 






 






66,005






 






 






 






61,183






 








Business unit content and software development expenses






 






 






12,265






 






 






 






12,931






 






 






 






49,850






 






 






 






52,875






 








Business unit product research and management expenses






 






 






2,117






 






 






 






2,687






 






 






 






8,868






 






 






 






9,001






 








Business unit contribution profit






 






$






71,992






 






 






$






72,485






 






 






$






279,022






 






 






$






282,471






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Business unit contribution margin






 






 






70.2






%






 






 






70.5






%






 






 






69.1






%






 






 






69.7






%








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Global Knowledge






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Revenue






 






$






28,039






 






 






$






30,948






 






 






$






108,929






 






 






$






125,464






 








Business unit cost of revenues






 






 






17,917






 






 






 






18,634






 






 






 






67,949






 






 






 






72,593






 








Business unit content and software development expenses






 






 






531






 






 






 






542






 






 






 






2,643






 






 






 






2,637






 








Business unit contribution profit






 






$






9,591






 






 






$






11,772






 






 






$






38,337






 






 






$






50,234






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Business unit contribution margin






 






 






34.2






%






 






 






38.0






%






 






 






35.2






%






 






 






40.0






%









SKILLSOFT CORP.








RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued








(in thousands, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Operating expenses:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP costs of revenues






 






$






34,223






 






 






$






33,625






 






 






$






134,638






 






 






$






134,879






 








Depreciation






 






 






(67






)






 






 






(82






)






 






 






(269






)






 






 






(397






)








Long-term incentive compensation expenses






 






 






1






 






 






 






(207






)






 






 






(415






)






 






 






(706






)








Adjusted costs of revenues






 






 






34,157






 






 






 






33,336






 






 






 






133,954






 






 






 






133,776






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP content and software development expenses






 






 






13,418






 






 






 






15,321






 






 






 






55,626






 






 






 






60,757






 








Depreciation






 






 






(94






)






 






 






(78






)






 






 






(360






)






 






 






(296






)








Long-term incentive compensation expenses






 






 






(528






)






 






 






(1,770






)






 






 






(2,773






)






 






 






(4,831






)








System migration costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(118






)








Adjusted content and software development expenses






 






 






12,796






 






 






 






13,473






 






 






 






52,493






 






 






 






55,512






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP selling and marketing expenses






 






 






38,217






 






 






 






40,288






 






 






 






153,495






 






 






 






162,879






 








Depreciation






 






 






(147






)






 






 






(134






)






 






 






(577






)






 






 






(665






)








Long-term incentive compensation expenses






 






 






(553






)






 






 






(394






)






 






 






(3,305






)






 






 






(4,042






)








Transformation costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(213






)








Adjusted selling and marketing expenses






 






 






37,517






 






 






 






39,760






 






 






 






149,613






 






 






 






157,959






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP general and administrative expenses






 






 






17,055






 






 






 






25,974






 






 






 






80,649






 






 






 






92,364






 








Depreciation






 






 






(145






)






 






 






(676






)






 






 






(611






)






 






 






(2,016






)








Long-term incentive compensation expenses






 






 






(1,214






)






 






 






(7,793






)






 






 






(8,375






)






 






 






(11,023






)








Transformation costs






 






 






(688






)






 






 






(252






)






 






 






(4,674






)






 






 






(1,354






)








Executive exit costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(3,326






)








Adjusted general and administrative expenses






 






 






15,008






 






 






 






17,253






 






 






 






66,989






 






 






 






74,645






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Total GAAP operating expenses






 






 






102,913






 






 






 






115,208






 






 






 






424,408






 






 






 






450,879






 








Depreciation






 






 






(453






)






 






 






(970






)






 






 






(1,817






)






 






 






(3,374






)








Long-term incentive compensation expenses






 






 






(2,294






)






 






 






(10,164






)






 






 






(14,868






)






 






 






(20,602






)








System migration costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(118






)








Transformation costs






 






 






(688






)






 






 






(252






)






 






 






(4,674






)






 






 






(1,567






)








Executive exit costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(3,326






)








Adjusted total operating expenses






 






$






99,478






 






 






$






103,822






 






 






$






403,049






 






 






$






421,892






 









SKILLSOFT CORP.








RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued








(in thousands, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Talent Development Solutions






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Cost of revenues and content and software development expenses:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP costs of revenues






 






$






16,285






 






 






$






14,972






 






 






$






66,637






 






 






$






62,154






 








Depreciation






 






 






(64






)






 






 






(74






)






 






 






(258






)






 






 






(340






)








Long-term incentive compensation expenses






 






 






19






 






 






 






(196






)






 






 






(374






)






 






 






(631






)








Business unit costs of revenues






 






 






16,240






 






 






 






14,702






 






 






 






66,005






 






 






 






61,183






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP content and software development expenses:






 






 






12,892






 






 






 






14,690






 






 






 






52,981






 






 






 






58,017






 








Depreciation






 






 






(92






)






 






 






(59






)






 






 






(355






)






 






 






(270






)








Long-term incentive compensation expenses






 






 






(535






)






 






 






(1,700






)






 






 






(2,776






)






 






 






(4,754






)








System migration costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(118






)








Business unit content and software development






 






 






12,265






 






 






 






12,931






 






 






 






49,850






 






 






 






52,875






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP cost of revenues and content and software development expenses






 






 






29,177






 






 






 






29,662






 






 






 






119,618






 






 






 






120,171






 








Depreciation






 






 






(156






)






 






 






(133






)






 






 






(613






)






 






 






(610






)








Long-term incentive compensation expenses






 






 






(516






)






 






 






(1,896






)






 






 






(3,150






)






 






 






(5,385






)








System migration costs






 






 






—






 






 






 






—






 






 






 






—






 






 






 






(118






)








Business unit total cost of revenues and content and software development expenses






 






$






28,505






 






 






$






27,633






 






 






$






115,855






 






 






$






114,058






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Global Knowledge






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Cost of revenues and content and software development expenses:






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP costs of revenues






 






$






17,938






 






 






$






18,653






 






 






$






68,001






 






 






$






72,725






 








Depreciation






 






 






(3






)






 






 






(8






)






 






 






(11






)






 






 






(57






)








Long-term incentive compensation expenses






 






 






(18






)






 






 






(11






)






 






 






(41






)






 






 






(75






)








Business unit costs of revenues






 






 






17,917






 






 






 






18,634






 






 






 






67,949






 






 






 






72,593






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP content and software development expenses:






 






 






526






 






 






 






631






 






 






 






2,645






 






 






 






2,740






 








Depreciation






 






 






—






 






 






 






(61






)






 






 






(3






)






 






 






(26






)








Long-term incentive compensation expenses






 






 






5






 






 






 






(28






)






 






 






1






 






 






 






(77






)








Business unit content and software development expenses






 






 






531






 






 






 






542






 






 






 






2,643






 






 






 






2,637






 








 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








GAAP cost of revenues and content and software development expenses






 






 






18,464






 






 






 






19,284






 






 






 






70,646






 






 






 






75,465






 








Depreciation






 






 






(3






)






 






 






(69






)






 






 






(14






)






 






 






(83






)








Long-term incentive compensation expenses






 






 






(13






)






 






 






(39






)






 






 






(40






)






 






 






(152






)








Business unit total cost of revenues and content and software development expenses






 






$






18,448






 






 






$






19,176






 






 






$






70,592






 






 






$






75,230






 









SKILLSOFT CORP.








FREE CASH FLOW and ADJUSTED FREE CASH FLOW (LEVERED) RECONCILIATION








(in thousands, unaudited)













 



 






 






Three Months Ended January 31,






 






 






Twelve Months Ended January 31,






 








 






 






2026






 






 






2025






 






 






2026






 






 






2025






 








Free cash flow reconciliation






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Net cash provided by (used in) operating activities






 






$






30,455






 






 






$






17,751






 






 






$






25,050






 






 






$






29,965






 








Purchase of property and equipment, net






 






 






(160






)






 






 






(783






)






 






 






(1,766






)






 






 






(1,593






)








Internally developed software - capitalized costs






 






 






(3,753






)






 






 






(3,747






)






 






 






(16,786






)






 






 






(16,765






)








Free cash flow






 






 






26,542






 






 






 






13,221






 






 






 






6,498






 






 






 






11,607






 








Cash impact for adjusted EBITDA excluded charges






 






 






2,383






 






 






 






4,341






 






 






 






17,964






 






 






 






21,528






 








Adjusted free cash flow (levered)






 






$






28,925






 






 






$






17,562






 






 






$






24,462






 






 






$






33,135






 







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260407560498/en/
Investors:

Ross Collins

SKIL@alpha-ir.com


Media:

PR@skillsoft.com


Original: Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2026