Exhibit 99.1

Skillsoft Raises Full Year Guidance and Reports Strong Financial Results for

the Second Quarter of Fiscal 2022

Results Exceed Expectations with Bookings1 Up 18%

Percipio Bookings Up 47%, Highlighting New Product Momentum and Successful Platform Migration

Acquired Pluma for $22 Million, Adding Valuable Digital Coaching and Professional Development Solution for Emerging Leaders

Recruited Experienced Leadership Team to Oversee Execution of Strategic Priorities, Accelerate Growth and Drive Value Creation

BOSTON, September 14, 2021 – Skillsoft Corp. (NYSE: SKIL) (“Skillsoft” or the “Company”), a global leader in corporate digital learning, today announced its financial results for the second quarter of fiscal 2022 ended July 31, 2021. The Company’s results exceeded its expectations, and Skillsoft raised its bookings and adjusted revenue guidance for the full year.

“We are pleased with Skillsoft’s strong performance during our initial quarter as a public company,” said Jeffrey R. Tarr, Skillsoft’s Chief Executive Officer. “We delivered double-digit bookings growth, won multiple new blue-chip customers, and acquired fast-growing digital coaching platform Pluma, enabling us to offer an on-demand, executive-quality leadership development solution to our customers, which include approximately 70% of the Fortune 1000.”

Mr. Tarr added, “We see substantial opportunity to extend our leadership in the rapidly expanding and highly fragmented corporate learning industry as we innovate and invest in growth. Our new leadership team is executing well against our strategic priorities, and we are well-positioned to create significant value for our customers, shareholders and other stakeholders.”

Fiscal 2022 Second Quarter Financial Highlights2

Strong bookings growth across all three business segments, with Content up 9%, Global Knowledge up 30% and SumTotal up 15%; bookings in Content and Global Knowledge combined were up 19%, and total bookings were up 18%;
GAAP3 revenue for the reported period was $106 million and GAAP net loss was $49 million;
Adjusted revenue of $176 million grew 5% and adjusted EBITDA of $43 million grew 2%;
Combined Percipio and dual deployment dollar retention rate of 103% compared to 102%; and
Refinanced long-term debt, reducing annual cash interest expense by approximately $25 million.

1 Bookings is identical to what the Company previously referred to as “order intake” and includes (i) subscription renewals, upgrades, churn, and downgrades to existing customers, (ii) non-subscription services, and (iii) sales to new customers. Bookings generally represents a customer’s annual obligation (versus the life of the contract), and, for the subscription business, revenue is recognized for such bookings over the following 12 months.

2 Growth calculated as if pre-combination Skillsoft and Global Knowledge had been combined and their fiscal quarters had been aligned to end on July 31, 2021.

3 GAAP results include the periods from May 1, 2021 to June 11, 2021 (predecessor) and June 12, 2021 to July 31, 2021 (successor) and reflect the impact of business combination accounting on revenue.


Updated Full Year Fiscal 2022 Outlook

Updated Outlook

Previous Outlook

Bookings

$690 million to $710 million

$660 million to $690 million

Adjusted Revenue

$670 million to $690 million

$645 million to $675 million

Adjusted EBITDA

Unchanged

$155 million to $175 million

Skillsoft increased its bookings and adjusted revenue outlook for full year fiscal 2022 primarily to reflect better than expected performance in the first half of the year.

The unchanged adjusted EBITDA outlook reflects the Company’s growth investments in content, platform and go-to-market capabilities. Additionally, the Company experienced a delay in realizing business combination synergies due to the timing of transaction close and higher than anticipated D&O insurance costs.

Key Operational Metrics and Non-GAAP Financial Measures

Bookings (previously Order Intake)

The following table sets forth unaudited bookings for the three and six months ended July 31, 2021 and 2020 as if pre-combination Skillsoft and Global Knowledge had been combined and their fiscal quarters had been aligned to end on July 31:

Three Months

Six Months

$000s

Ended July 31,

Change

Ended July 31,

Change

    

2021

    

2020

    

$

    

%

    

2021

    

2020

    

$

    

%

Content and Global Knowledge

Percipio

$

15,423

$

10,465

$

4,958

47%

$

32,534

$

20,582

$

11,952

58%

Dual Deployment

31,827

26,734

5,093

19%

41,696

39,409

2,287

6%

Skillport

12,730

18,160

(5,430)

-30%

22,048

32,072

(10,024)

-31%

Total Subscription

$

59,980

$

55,359

$

4,621

8%

$

96,278

$

92,063

$

4,215

5%

Services and One-Time Orders

3,716

3,206

510

16%

6,288

5,011

1,276

25%

Total Content

$

63,696

$

58,565

5,131

9%

$

102,565

$

97,075

5,490

6%

Global Knowledge

63,541

48,769

14,772

30%

128,798

105,806

22,992

22%

Total Content + Global Knowledge

$

127,237

$

107,334

$

19,903

19%

$

231,363

$

202,881

$

28,482

14%

SumTotal

Subscription

$

21,308

$

19,606

$

1,702

9%

$

42,081

$

46,457

$

(4,376)

-9%

Services and One-Time Orders

6,150

4,313

1,837

43%

10,801

9,614

1,187

12%

Total SumTotal

$

27,458

$

23,919

$

3,539

15%

$

52,882

$

56,071

$

(3,189)

-6%

Total

$

154,695

$

131,253

$

23,442

18%

$

284,255

$

258,952

$

25,303

10%

Dollar Retention Rate

The following table sets forth dollar retention rates (“DRR”) for the last twelve month (“LTM”) period ended July 31, 2021 and for the three month periods ended July 31, 2021 and 2020 as if Skillsoft and Global Knowledge had been combined and their fiscal quarters had been aligned to end on July 31:

July 31

    

LTM

    

2021

    

2020

Percipio

99%

99%

102%

Dual Deployment

102%

104%

102%

Percipio + Dual Deployment

101%

103%

102%

Skillport

78%

88%

68%

Total Content

95%

99%

88%

SumTotal

96%

99%

79%


Capital Structure

The following table sets forth Skillsoft’s cash and cash equivalents and long-term debt as of July 31, 2021:

$000s

July 31,

    

2021

Assets

Cash and Equivalents

$

90,772

Liabilities

Long-Term Debt

$

467,399

Weighted average shares outstanding during the period from June 12, 2021 to July 31, 2021 were 133,059,021.

Webcast and Conference Call Information

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

About Skillsoft

Skillsoft (NYSE: SKIL) is a global leader in corporate digital learning, focused on transforming today’s workforce for tomorrow’s economy. The Company provides enterprise learning solutions designed to prepare organizations for the future of work, overcome critical skill gaps, drive demonstrable behavior-change, and unlock the potential in their people. Skillsoft offers a comprehensive suite of premium, original, and authorized partner content, including one of the broadest and deepest libraries of leadership & business skills, technology & developer, and compliance curricula. With access to a broad spectrum of learning options (including video, audio, books, bootcamps, live events, and practice labs), organizations can meaningfully increase learner engagement and retention. Skillsoft’s offerings are delivered through Percipio, its award-winning, AI-driven, immersive learning platform purpose built to make learning easier, more accessible, and more effective. Learn more at www.skillsoft.com.

NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE METRICS

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

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


components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

Forward Looking Statements

This document includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, our product development and planning, our pipeline, future capital expenditures, financial results, the impact of regulatory changes, existing and evolving business strategies and acquisitions and dispositions, demand for our services and competitive strengths, goals, the benefits of new initiatives, growth of our business and operations, our ability to successfully implement our plans, strategies, objectives, expectations and intentions are forward-looking statements. Also, when we use words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “projects,” “forecasts,” “seeks,” “outlook,” “target,” goals,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including:

our ability to realize the benefits expected from the business combination between Skillsoft, Churchill Capital Corp. II and Global Knowledge;
the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;
the impact of the ongoing COVID-19 pandemic on our business, operating results and financial condition;
fluctuations in our future operating results;
our ability to successfully identify, consummate and achieve strategic objectives in connection with our acquisition opportunities and realize the benefits expected from the acquisition;
the demand for, and acceptance of, our products and for cloud-based technology learning solutions in general;
our ability to compete successfully in competitive markets and changes in the competitive environment in our industry and the markets in which we operate;
our ability to market existing products and develop new products;
a failure of our information technology infrastructure or any significant breach of security;
the effects of pending and future legislation;
future regulatory, judicial and legislative changes in our industry;
our ability to comply with laws and regulations applicable to our business;
the impact of natural disasters, public health crises, political crises, or other catastrophic events;
our ability to attract and retain key employees and qualified technical and sales personnel;
fluctuations in foreign currency exchange rates;
our ability to protect or obtain intellectual property rights;
our ability to raise additional capital;
the impact of our indebtedness on our financial position and operating flexibility;
our ability to successfully defend ourselves in legal proceedings;
our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; and
our ability to continue to meet applicable listing standards.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see the risk factors included in Churchill


Capital Corp. II’s Annual Report on Form 10-K/A for the year ended December 31, 2020 in Part I, Item 1A and in the registration statement on Form S-4 filed by Churchill Capital Corp. II and declared effective by the Securities and Exchange Commission (the “SEC”) on May 27, 2021, and subsequent filings with the SEC.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Additionally, statements as to market share, industry data and our market position are based on the most currently available data available to us and our estimates regarding market position or other industry data included in this document or otherwise discussed by us involve risks and uncertainties and are subject to change based on various factors, including as set forth above.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless required by applicable law. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

Investors

James Gruskin

james.gruskin@skillsoft.com

Media

Caitlin Leddy

caitlin.leddy@skillsoft.com


SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Successor

Predecessor (SLH)

    

July 31, 2021

  

  

January 31, 2021

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

90,772

$

71,479

Restricted cash

 

14,742

 

2,964

Accounts receivable, less reserves of approximately $2,662 and $294 as of July 31, 2021 and January 31, 2021, respectively

 

120,980

 

179,784

Prepaid expenses and other current assets

 

48,584

 

30,326

Total current assets

 

275,078

 

284,553

Property and equipment, net

 

15,055

 

13,780

Goodwill

 

761,177

 

495,004

Intangible assets, net

 

946,731

 

728,633

Right of use assets

 

24,578

 

15,131

Deferred tax asset

 

3,710

Other assets

 

8,092

 

8,636

Total assets

$

2,034,421

$

1,545,737

LIABILITIES AND SHAREHOLDER'S EQUITY

 

  

 

  

Current liabilities:

 

  

 

  

Current maturities of long-term debt

$

3,600

$

5,200

Borrowings under accounts receivable facility

 

24,822

 

17,022

Accounts payable

 

34,514

 

7,425

Accrued compensation

 

41,097

 

36,375

Accrued expenses and other current liabilities

 

62,473

 

23,125

Lease liabilities

 

9,662

 

4,740

Deferred revenue

 

165,900

 

257,549

Total current liabilities

 

342,068

 

351,436

Long-term debt

 

463,799

 

510,236

Warrant liabilities

 

28,525

 

900

Deferred tax liabilities

 

116,462

 

81,008

Long term lease liabilities

 

16,098

 

13,155

Deferred revenue - non-current

 

1,749

 

3,035

Other long-term liabilities

 

5,045

 

5,998

Total long-term liabilities

 

631,678

 

614,332

Commitments and contingencies

 

 

Shareholders’ equity :

 

  

 

  

(Predecessor SLH) Shareholders’ common stock- Class A and Class B common shares, $0.01 par value: 1,000,000,000 shares authorized (800,000,000 Class A, 200,000,000 Class B) at January 31, 2021; 4,000,000 shares issued and outstanding (3,840,000 Class A, 160,000 Class B) at January 31, 2021

 

40

(Successor) Shareholders’ common stock- Class A common shares, $0.0001 par value: 375,000,000 shares authorized and 133,059,021 shares issued and outstanding at July 31, 2021

 

11

Additional paid-in capital

 

1,297,716

 

674,333

Accumulated deficit

 

(237,958)

 

(93,722)

Accumulated other comprehensive income (loss)

 

906

 

(682)

Total shareholders’ equity

 

1,060,675

 

579,969

Total liabilities and shareholders’ equity

$

2,034,421

$

1,545,737


SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

    

Successor

  

  

Predecessor (SLH)

Predecessor (PL)

From

From

From

June 12,

May 1, 2021

February 1,

Three months

Six months

2021 to July

to June 11,

2021 to June

ended July 31,

ended July 31,

    

31, 2021

  

  

2021

    

11, 2021

  

  

2020

    

2020

Revenues:

 

  

 

  

 

  

 

  

 

  

Total revenues

$

57,912

 

47,935

 

139,636

 

116,835

 

235,164

Operating expenses:

 

  

 

  

 

  

 

  

 

  

Cost of revenues

 

28,006

 

11,360

 

35,881

 

21,618

 

45,831

Content and software development

 

9,878

 

7,477

 

24,084

 

16,835

 

33,778

Selling and marketing

 

22,234

 

13,438

 

41,940

 

34,033

 

66,769

General and administrative

 

17,073

 

4,855

 

17,217

 

15,324

 

32,015

Amortization of intangible assets

 

20,023

 

15,959

 

50,902

 

12,779

 

30,148

Impairment of goodwill and intangible assets

 

 

 

 

332,376

Recapitalization and transaction-related costs

9,995

5,006

6,938

16,659

32,035

Restructuring

316

 

(1,240)

 

(703)

 

771

 

1,141

Total operating expenses

107,525

 

56,855

 

176,259

 

118,019

 

574,093

Operating loss

(49,613)

 

(8,920)

 

(36,623)

 

(1,184)

 

(338,929)

Other (expense) income, net

(697)

 

(41)

 

(493)

 

898

 

1,809

Fair value adjustment of warrants

17,115

 

800

 

900

 

 

Interest income

12

 

54

 

64

 

65

 

84

Interest expense, net

(9,856)

 

(5,371)

 

(16,820)

 

(61,076)

 

(167,054)

Reorganization items, net

 

 

 

(10,593)

 

(10,593)

Loss before benefit from income taxes

 

(43,039)

 

(13,478)

 

(52,972)

 

(71,890)

 

(514,683)

Benefit from income taxes

 

(5,504)

 

(1,619)

 

(3,708)

 

(909)

 

(9,800)

Net loss

$

(37,535)

 

(11,859)

 

(49,264)

 

(70,981)

 

(504,883)

Loss per share:

 

  

 

  

 

  

 

  

 

  

Ordinary – Basic and Diluted (Predecessor)

 

*

 

*

 

*

$

(709.10)

$

(5,043.79)

Class A and B – Basic and Diluted (Predecessor)

 

*

$

(2.96)

$

(12.32)

 

*

 

*

Ordinary – Basic and Diluted (Successor)

$

(0.28)

 

*

 

*

 

*

 

*

Weighted average common share outstanding:

 

  

 

  

 

  

 

  

 

  

Ordinary – Basic and Diluted (Predecessor)

 

*

 

*

 

*

 

100.1

 

100.1

Class A and B – Basic and Diluted (Predecessor)

 

*

 

4,000

 

4,000

 

*

 

*

Ordinary – Basic and Diluted (Successor)

 

133,059

 

*

 

*

 

*

 

*


SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS

(IN THOUSANDS)

    

Successor

  

  

Predecessor (SLH)

  

  

Predecessor (PL)

From

From

June 12, 2021

February 1, 2021

Six months ended

to July 31, 2021

to June 11, 2021

July 31,2020

Cash flows from operating activities:

Net loss

$

(37,535)

$

(49,264)

$

(504,883)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

  

 

  

Share-based compensation

 

4,817

Depreciation

1,705

3,572

5,120

Amortization of intangible assets

20,023

50,902

30,148

Change in bad debt reserve

(170)

(174)

19

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

(6,180)

(5,886)

(11,478)

Non-cash interest expense

434

487

2,829

Impairment of goodwill and intangible assets

--

332,376

Right-of-use assets amortizations

1,445

748

1,435

Fair value adjustment to warrants

(17,115)

(900)

Non-cash reorganization items, net

4,818

Changes in current assets and liabilities, net of effects from acquisitions:

  

  

  

Accounts receivable

 

6,963

88,622

93,124

Prepaid expenses and other assets

 

(13,065)

3,379

(9,265)

Accounts payable

 

5,175

 

(6,417)

(5,520)

Accrued expenses and non-current liabilities

 

18,026

 

(18,592)

 

159,565

Lease liability

 

(1,690)

 

(1,301)

 

(1,942)

Deferred revenue

 

17,905

 

(31,365)

 

(84,773)

Net cash provided by operating activities

 

738

 

33,811

 

11,573

Cash flows from investing activities:

 

  

 

  

 

  

Purchases of property and equipment

 

(75)

 

(641)

 

(2,985)

Internal use software development costs

 

(881)

 

(2,350)

 

(3,401)

Acquisition of Skillsoft, net of cash received

(386,035)

Acquisition of Global Knowledge, net of cash received

(156,926)

Acquisition of Pluma, net of cash received

 

(18,646)

Net cash used in investing activities

 

(562,563)

 

(2,991)

 

(6,386)

Cash flows from financing activities:

 

  

 

  

 

  

Borrowings under revolving line of credit, net of repayments

 

19,500

Borrowings under DIP Facility

 

60,000

Proceeds from issuance of Term Loan, net of fees

 

464,290

Proceeds from equity investment (PIPE)

 

530,000

Principal repayments of capital lease obligations

 

(137)

 

(370)

(430)

Repayments of accounts receivable facility, net of borrowings

 

(9,456)

 

16,577

 

(19,270)

Repayments of First and Second Out loans

 

(605,591)

 

(1,300)

Net cash provided by financing activities

 

379,106

 

14,907

 

59,800

Effect of exchange rate changes on cash and cash equivalents

 

(250)

 

203

 

(2,264)

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

 

(182,969)

 

45,930

 

62,723

Cash, cash equivalents and restricted cash, beginning of period

 

288,483

 

74,443

 

33,804

Cash, cash equivalents and restricted cash, end of period

$

105,514

$

120,373

$

96,527

Supplemental disclosure of cash flow information:

Cash and cash equivalents

$

90,772

$

117,299

$

61,139

Restricted cash

14,742

3,074

35,388

Cash, cash equivalents and restricted cash, end of period

$

105,514

$

120,373

$

96,527


Key Performance Metrics

We use key performance metrics to help us evaluate our performance and make strategic decisions. Additionally, we believe these metrics are useful as a supplement to investors in evaluating the Company’s ongoing operational performance and trends. These key performance metrics are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled metrics presented by other companies.

Annualized Recurring Revenue (“ARR”)

ARR represents the annualized recurring value of all active subscription contracts at the end of a reporting period. We believe ARR is useful for assessing the performance of our recurring subscription revenue base and identifying trends affecting our business.

Dollar Retention Rate (“DRR”)

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

Bookings

Bookings (previously referred to as order intake) in any particular period represents orders received during that period and reflects (i) subscription renewals, upgrades, churn, and downgrades to existing customers, (ii) non- subscription services, and (iii) sales to new customers. Bookings generally represents a customer’s annual obligation (versus the life of the contract), and, for the subscription business, revenue is recognized for such bookings over the following 12 months. We use bookings to measure and monitor current period business activity with respect to our ability to sell subscriptions and services to our platform


SKILLSOFT CORP.

KEY FINANCIAL METRICS

Bookings

Three Months

Six Months

Ended July 31,

Ended July 31,

(In thousands)

    

2021

    

2020

    

2021

    

2020

Content and Global Knowledge

Percipio

$

15,423

$

10,465

$

32,534

$

20,582

Dual Deployment

31,827

26,734

41,696

39,409

Skillport

12,730

18,160

22,048

32,072

Total Subscription

$

59,980

$

55,359

$

96,278

$

92,063

Services and One-Time Orders

3,716

3,206

6,288

5,011

Total Content

$

63,696

$

58,565

$

102,565

$

97,075

Global Knowledge

63,541

48,769

128,798

105,806

Total Content + Global Knowledge

$

127,237

$

107,334

$

231,363

$

202,881

SumTotal

Subscription

$

21,308

$

19,606

$

42,081

$

46,457

Services and One-Time Orders

6,150

4,313

10,801

9,614

Total SumTotal

$

27,458

$

23,919

$

52,882

$

56,071

Total Bookings

$

154,695

$

131,253

$

284,255

$

258,952

Annualized Recurring Revenue

July 31,

January 31,

(In thousands)

    

2021

    

2021

Content and Global Knowledge

Percipio

$

84,185

$

75,802

Dual Deployment

173,256

161,327

Skillport

60,282

80,245

Total Content

$

317,723

$

317,374

Global Knowledge

15,273

10,504

Total Content and Global Knowledge

$

332,996

$

327,878

SumTotal business

SumTotal business

96,020

99,148

Total ARR

$

429,016

$

427,026

Dollar Rentention Rate

July 31

    

LTM

    

2021

    

2020

Dollar Rentention Rate (“DRR”)

Percipio DRR

99%

99%

102%

Dual Deployment DRR

101%

104%

102%

Skillport

78%

88%

68%

Total Content Business DRR

95%

99%

88%

SumTotal

96%

99%

79%


Non-GAAP Financial Measures - Ajusted Revenue

Skillsoft and Global Knowledge Combined

Three Months
Ended July 31,

Six Months
Ended July 31,

    

2021

    

2020

    

2021

    

2020

Consolidated

Adjusted subscription revenue

$

104,628

$

107,874

$

205,976

$

215,162

Adjusted non-subscription revenue

10,883

10,561

21,011

21,611

Adjusted Global Knowledge revenue

60,976

49,811

115,742

111,216

Total Consolidated adjusted revenue

176,487

168,246

342,729

347,989

Content Business

Adjusted subscription revenue

80,428

81,860

157,950

162,287

Adjusted non-subscription revenue

4,015

3,827

8,178

7,727

Total Content Business adjusted revenue

84,443

85,687

166,128

170,014

Global Knowledge Business

Virtual and on-demand

50,836

40,447

97,563

72,400

Classroom and all other

10,140

9,364

18,179

38,816

Total Global Knowledge adjusted revenue

60,976

49,811

115,742

111,216

SumTotal Business

Adjusted subscription revenue

24,200

26,014

48,026

52,875

Adjusted non-subscription revenue

6,868

6,734

12,833

13,884

Total SumTotal adjusted revenue

$

31,068

$

32,748

$

60,859

$

66,759


SKILLSOFT CORP

RECONCILIATION OF NON-GAAP FINANICAL MEASURES – Q2 FY2022

(in thousands)

(Unaudited)

For the Three Months Ended July 31, 2021

For the
Period from
5/1/21 to 6/11/21

For the
Period from
5/1/21 to 6/11/21

For the
Period from
6/12/21 to 7/31/21

Non-GAAP
Revenue

    

Global Knowledge

    

Skillsoft

    

Skillsoft (2)

    

Adjustments (1)

    

Combined

Revenues:

Total revenues

$

25,255

$

47,935

$

57,912

$

45,385

$

176,487

Operating expenses

Cost of revenues

11,836

11,360

28,006

6,468

57,670

Content and software development

258

7,477

9,878

17,613

Selling and marketing

5,398

13,438

22,234

41,070

General and administrative

10,765

4,855

17,073

32,693

Amortization of intangible assets

1,063

15,959

20,023

37,045

Recapitalization and transaction-related costs

5,006

9,995

15,001

Restructuring

146

(1,240)

316

(778)

Total operating expenses

29,466

56,855

107,525

6,468

200,314

Operating loss:

$

(4,212)

$

(8,920)

$

(49,613)

$

38,917

$

(23,828)

Other income (expense), net

(852)

759

16,418

16,325

Interest income

54

12

66

Interest expense

(1,901)

(5,371)

(9,856)

(17,128)

Reorganization items, net

Loss before provision for (benefit from) income taxes

(6,965)

(13,478)

(43,039)

38,917

(24,565)

Provision for (benefit from) income taxes

481

(1,619)

(5,504)

(6,642)

Net loss

$

(7,446)

$

(11,859)

$

(37,535)

$

38,917

$

(17,923)

EBITDA Computation

Interest expense, net

$

1,901

$

5,317

$

9,844

$

$

17,062

Provision for (benefit from) income taxes

481

(1,619)

(5,504)

(6,642)

Depreciation and amortization

1,530

17,112

21,728

40,370

Impairment of goodwill and intangible assets

EBITDA

(3,534)

8,951

(11,467)

38,917

31,808

Adjusted EBITDA Computation

Plus: Non-recurring retention and consulting costs

28

446

15

489

Plus: Recapitalization and transaction-related costs

7,469

5,006

9,995

22,470

Plus: Restructuring and contract terminations

266

(1,240)

316

(658)

Plus: Integration and migration related

381

500

881

Plus: Foreign currency and other non-cash expense

632

(37)

(16,677)

(16,082)

Plus: Impact of fresh-start and purchase accounting

5,374

32,485

(38,917)

1

Plus: Stock-based compensation expense

4,817

4,817

Plus: Other add backs

49

(722)

259

(414)

Adjusted EBITDA

$

4,910

$

18,159

$

20,243

$

$

43,312

(1) Non-GAAP revenue adjustments include the add back of (i) non-cash deferred revenue fair value adjustments and (ii) reseller fees, which are presented on a net basis in GAAP revenue.

(2) GAAP results of Skillsoft include Global Knowledge subsequent to June 11, 2021.


SKILLSOFT CORP

RECONCILIATION OF NON-GAAP FINANICAL MEASURES – Q2 YEAR-TO-DATE FY2022

(in thousands)

(Unaudited)

For the Six Months Ended July 31, 2021

For the
Period from
2/1/21 to 6/11/21

For the
Period from
2/1/21 to 6/11/21

For the
Period from
6/12/21 to 7/31/21

Non-GAAP
Revenue

    

Global Knowledge

    

Skillsoft

    

Skillsoft (2)

    

Adjustments (1)

    

Combined

Revenues:

Total revenues

$

71,932

$

139,636

$

57,912

$

73,249

$

342,729

Operating expenses

Cost of revenues

34,698

35,881

28,006

14,557

113,142

Content and software development

492

24,084

9,878

34,454

Selling and marketing

16,404

41,940

22,234

80,578

General and administrative

19,765

17,217

17,073

54,055

Amortization of intangible assets

2,646

50,902

20,023

73,571

Recapitalization and transaction-related costs

6,938

9,995

16,933

Restructuring

2,764

(703)

316

2,377

Total operating expenses

76,770

176,259

107,525

14,557

375,111

Operating loss:

$

(4,838)

$

(36,623)

$

(49,613)

$

58,692

$

(32,382)

Other income, net

624

407

16,418

17,449

Interest income

64

12

76

Interest expense

(11,970)

(16,820)

(9,856)

(38,646)

Reorganization items, net

Loss before benefit from income taxes

(16,184)

(52,972)

(43,039)

58,692

(53,503)

Benefit from income taxes

(359)

(3,708)

(5,504)

(9,571)

Net loss

$

(15,826)

$

(49,264)

$

(37,535)

$

58,692

$

(43,933)

EBITDA Computation

Interest expense, net

$

11,970

$

16,756

$

9,844

$

$

38,570

Benefit from income taxes

(359)

(3,708)

(5,504)

(9,571)

Depreciation and amortization

4,119

54,474

21,728

80,321

Impairment of goodwill and intangible assets

EBITDA

(95)

18,258

(11,467)

58,692

62,575

Adjusted EBITDA Computation

Plus: Non-recurring retention and consulting costs

28

1,153

15

1,196

Plus: Recapitalization and transaction-related costs

8,862

6,938

9,995

25,795

Plus: Restructuring and contract terminations

2,884

(703)

316

2,497

Plus: Integration and migration related

1,160

500

1,660

Plus: Foreign currency and other non-cash expense

377

134

(16,677)

(16,166)

Plus: Impact of fresh-start and purchase accounting

23,395

32,485

(58,692)

(2,812)

Plus: Stock-based compensation expense

4,817

4,817

Plus: Other add backs

(1,119)

(300)

259

(1,160)

Adjusted EBITDA

$

10,938

$

50,035

$

20,243

$

$

81,216

(1) Non-GAAP revenue adjustments include the add back of (i) non-cash deferred revenue fair value adjustments and (ii) reseller fees, which are presented on a net basis in GAAP revenue.

(2) GAAP results of Skillsoft include Global Knowledge subsequent to June 11, 2021.


SKILLSOFT CORP

RECONCILIATION OF NON-GAAP FINANICAL MEASURES – Q2 FY2021

(in thousands)

(Unaudited)

For the Three Months Ended July 31, 2020

Non-GAAP
Revenue

    

Global Knowledge

    

Skillsoft

    

Adjustments (1)

    

Combined

Revenues:

Total revenues

$

44,522

$

116,835

$

6,889

$

168,246

Operating expenses

Cost of revenues

23,339

21,618

6,889

51,846

Content and software development

721

16,835

17,556

Selling and marketing

9,302

34,033

43,335

General and administrative

7,934

15,324

23,258

Amortization of intangible assets

1,862

12,779

14,641

Recapitalization and transaction-related costs

16,659

16,659

Restructuring

2,275

771

3,046

Total operating expenses

45,434

118,019

6,889

170,342

Operating loss:

$

(912)

$

(1,184)

$

$

(2,096)

Other income, net

622

898

1,520

Interest income

65

65

Interest expense

(7,507)

(61,076)

(68,583)

Reorganization items, net

(10,593)

(10,593)

Loss before provision for (benefit from) income taxes

(7,797)

(71,890)

(79,687)

Provision for (benefit from) income taxes

96

(909)

(813)

Net loss

$

(7,893)

$

(70,981)

$

$

(78,874)

EBITDA Computation

Interest expense, net

$

7,507

$

61,011

$

$

68,518

Provision for (benefit from) income taxes

96

(909)

(813)

Depreciation and amortization

3,640

15,267

18,907

Impairment of goodwill and intangible assets

EBITDA

3,350

4,388

7,738

Adjusted EBITDA Computation

Plus: Non-recurring retention and consulting costs

673

3,607

4,280

Plus: Recapitalization and transaction-related costs

455

16,659

17,114

Plus: Restructuring and contract terminations

1,603

771

2,374

Plus: Integration and migration related

609

609

Plus: Foreign currency and other non-cash expense

(868)

(36)

(904)

Plus: Impact of fresh-start and purchase accounting

10,593

10,593

Plus: Stock-based compensation expense

Plus: Other add backs

291

156

447

Adjusted EBITDA

$

5,504

$

36,747

$

$

42,251

(1) Non-GAAP revenue adjustments include the add back of (i) non-cash deferred revenue fair value adjustments and (ii) reseller fees, which are presented on a net basis in GAAP revenue.


SKILLSOFT CORP

RECONCILIATION OF NON-GAAP FINANICAL MEASURES – Q2 YEAR-TO-DATE FY2021

(in thousands)

(Unaudited)

For the Six Months Ended July 31, 2020

Non-GAAP
Revenue

    

Global Knowledge

    

Skillsoft

    

Adjustments (1)

    

Combined

Revenues:

Total revenues

$

98,502

$

235,164

$

14,323

$

347,989

Operating expenses

Cost of revenues

54,057

45,831

14,323

114,211

Content and software development

1,520

33,778

35,298

Selling and marketing

19,918

66,769

86,687

General and administrative

16,086

32,015

48,101

Amortization of intangible assets

3,723

362,524

366,247

Recapitalization and transaction-related costs

32,035

32,035

Restructuring

4,307

1,141

5,448

Total operating expenses

99,612

574,093

14,323

688,028

Operating loss:

$

(1,110)

$

(338,929)

$

$

(340,039)

Other income (expense), net

(781)

1,809

1,028

Interest income

84

84

Interest expense

(14,562)

(167,054)

(181,616)

Reorganization items, net

(10,593)

(10,593)

Loss before benefit from income taxes

(16,453)

(514,683)

(531,136)

Benefit from income taxes

(211)

(9,800)

(10,011)

Net loss

$

(16,242)

$

(504,883)

$

$

(521,125)

EBITDA Computation

Interest expense, net

$

14,562

$

166,970

$

$

181,532

Benefit from income taxes

(211)

(9,800)

(10,011)

Depreciation and amortization

7,625

35,268

42,893

Impairment of goodwill and intangible assets

332,376

332,376

EBITDA

5,734

19,931

25,665

Adjusted EBITDA Computation

Plus: Non-recurring retention and consulting costs

1,362

9,485

10,847

Plus: Recapitalization and transaction-related costs

704

32,035

32,739

Plus: Restructuring and contract terminations

2,939

1,141

4,080

Plus: Integration and migration related

8

1,167

1,175

Plus: Foreign currency and other non-cash expense

953

(890)

63

Plus: Impact of fresh-start and purchase accounting

10,593

10,593

Plus: Stock-based compensation expense

Plus: Other add backs

(16)

214

198

Adjusted EBITDA

$

11,684

$

73,676

$

$

85,360

(1) Non-GAAP revenue adjustments include the add back of (i) non-cash deferred revenue fair value adjustments and (ii) reseller fees, which are presented on a net basis in GAAP revenue.