UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the quarterly period ended October 31, 2021

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the transition period from ____________ to ____________

Commission File Number: 001-38960

Skillsoft Corp.

(Exact name of registrant as specified in its charter)


Delaware		83-4388331
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 201 Nashua, New Hampshire 03062 (Address of principal executive offices)

Tel: (603) 324-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

Warrants, each whole warrant exercisable for one share of Class A common stock

SKIL

SKIL.WS

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s common stock outstanding as of December 9, 2021 was: 133,164,526.

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SKILLSOFT CORP.

FORM 10-Q

FOR THE QUARTER ENDED OCTOBER 31, 2021

INDEX

	PAGE NO.
PART I — FINANCIAL INFORMATION - UNAUDITED
Item 1. Unaudited Financial Statements:	4
Unaudited Condensed Consolidated Balance Sheets as of October 31, 2021 (Successor) and January 31, 2021 (Predecessor (SLH))	4
Unaudited Condensed Consolidated Statements of Operations for the three months ended October 31, 2021 (Successor), Period from June 12, 2021 through October 31, 2021 (Successor), Period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), Period from August 28, 2020 through October 31, 2020 (Predecessor (SLH)), Period from August 1, 2020 through August 27, 2020 (Predecessor (PL)) and Period from February 1, 2020 through August 27, 2020 (Predecessor (PL))	5
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three months ended October 31, 2021 (Successor), Period from June 12, 2021 through October 31, 2021 (Successor), Period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), Period from August 28, 2020 through October 31, 2020 (Predecessor (SLH)), Period from August 1, 2020 through August 27, 2020 (Predecessor (PL)) and Period from February 1, 2020 through August 27, 2020 (Predecessor (PL))	7
Unaudited Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the three months ended October 31, 2021 (Successor), Period from June 12, 2021 through July 31, 2021 (Successor), Period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), Period from August 28, 2020 through October 31, 2020 (Predecessor (SLH)), Period from August 1, 2020 through August 27, 2020 (Predecessor (PL)), and Period from February 1, 2020 through August 27, 2020 (Predecessor (PL))	8
Unaudited Condensed Consolidated Statements of Cash Flows for the Period from June 12, 2021 through October 31, 2021 (Successor), Period from February 1, 2021 through June 11, 2021 (Predecessor (SLH)), Period from August 28, 2020 through October 31, 2020 (Predecessor (SLH)) and Period from February 1, 2020 through August 27, 2020 (Predecessor (PL))	10
Notes to Unaudited Condensed Consolidated Financial Statements	12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3. Quantitative and Qualitative Disclosures about Market Risk	58
Item 4. Controls and Procedures	58
PART II — OTHER INFORMATION	60
Item 1. Legal Proceedings	60
Item 1A. Risk Factors	60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3. Defaults Upon Senior Securities	60
Item 4. Mine Safety Disclosures	60
Item 5. Other Information	60
Item 6. Exhibits	61
SIGNATURES	62

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CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) 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,” “project,” “forecast,” “seek,” “outlook,” “target,” goal,” “probably,” or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. 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 (including any variant) 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, including in relation to the migration of our key platforms from our systems to cloud storage;

●

future regulatory, judicial and legislative changes in our industry;

●

our ability to comply with laws and regulations applicable to our business;

●

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 meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

●

our ability to successfully defend ourselves in legal proceedings; and

●

our ability to continue to meet applicable listing standards.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see the risk factors included in the Company’s S-1 amendment filed on July 29, 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

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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.

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PART I – FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS.

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)


	Successor		Predecessor (SLH)
	October 31, 2021		January 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	80,671	$	71,479
Restricted cash		2,680		2,964
Accounts receivable, less reserves of approximately $2,173 and $294 as of October 31, 2021 and January 31, 2021 respectively		136,890		179,784
Prepaid expenses and other current assets		42,066		30,326
Total current assets		262,307		284,553
Property and equipment, net		17,253		13,780
Goodwill		872,291		495,004
Intangible assets, net		904,797		728,633
Right of use assets		21,928		15,131
Deferred tax asset		—		—
Other assets		10,083		8,636
Total assets	$	2,088,659	$	1,545,737
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt	$	4,800	$	5,200
Borrowings under accounts receivable facility		11,080		17,022
Accounts payable		31,472		7,425
Accrued compensation		38,681		36,375
Accrued expenses and other current liabilities		55,772		23,125
Lease liabilities		7,687		4,740
Deferred revenue		246,188		257,549
Total current liabilities		395,680		351,436

Long-term debt		462,996		510,236
Warrant liabilities		65,363		900
Deferred tax liabilities		91,497		81,008
Long term lease liabilities		15,209		13,155
Deferred revenue - non-current		1,883		3,035
Other long-term liabilities		9,699		5,998
Total long-term liabilities		646,647		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 133,164,526 shares issued and outstanding at October 31, 2021		11		—
Additional paid-in capital		1,301,319		674,333
Accumulated deficit		(255,132)		(93,722)
Accumulated other comprehensive income (loss)		134		(682)
Total shareholders’ equity		1,046,332		579,969
Total liabilities and shareholders’ equity	$	2,088,659	$	1,545,737

The accompanying notes are an integral part of these consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


	Quarter-to Date Results
	Fiscal 2022		Fiscal 2021
	Successor		Predecessor (SLH)		Predecessor (PL)
	Three Months		From		From
	Ended		August 28, 2020		August 1, 2020
	October 31, 2021		to October 31, 2020		to August 27, 2020
Revenues:
Total revenues	$	170,559	$	36,973	$	38,687
Operating expenses:
Costs of revenues		48,891		15,882		6,329
Content and software development		16,437		10,919		5,208
Selling and marketing		39,938		18,193		8,259
General and administrative		28,120		10,075		5,440
Amortization of intangible assets		37,064		15,890		4,230
Recapitalization and acquisition-related costs		3,687		8,225		64
Restructuring		777		80		38
Total operating expenses		174,914		79,264		29,568
Operating (loss) income		(4,355)		(42,291)		9,119
Other (expense) income, net		(611)		717		(541)
Fair value adjustment of warrants		(36,838)		2,900		—
Interest income		18		9		21
Interest expense		(7,510)		(7,919)		(1,287)
Reorganization items, net		—		—		3,339,837
(Loss) income before (benefit from) provision for income taxes		(49,296)		(46,584)		3,347,149
(Benefit from) provision for income taxes		(6,441)		(7,870)		78,254
Net (loss) income		(42,855)		(38,714)		3,268,895

(Loss) income per share:
Ordinary – Basic and Diluted (PL)		*		*		32,656.29
Class A and B – Basic and Diluted (SLH)		*		(9.68)		*
Ordinary – Basic and Diluted (Successor)		(0.32)		*		*
Weighted average common share outstanding:
Ordinary – Basic and Diluted (PL)		*		*		100.1
Class A and B – Basic and Diluted (SLH)		*		4,000		*
Ordinary – Basic and Diluted (Successor)		133,116		*		*

*Not applicable

The accompanying notes are an integral part of these consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


	Year-to Date Results
	Fiscal 2022				Fiscal 2021
	Successor		Predecessor (SLH)		Predecessor (SLH)		Predecessor (PL)
	From		From		From		From
	June 12, 2021 to		February 1, 2021		August 28, 2020		February 1, 2020
	October 31, 2021		to June 11, 2021		to October 31, 2020		to August 27, 2020
Revenues:
Total revenues	$	261,572	$	139,636	$	36,973	$	273,851
Operating expenses:
Costs of revenues		76,897		35,881		15,882		52,160
Content and software development		26,316		24,084		10,919		38,986
Selling and marketing		62,171		41,940		18,193		75,028
General and administrative		45,194		17,217		10,075		37,455
Amortization of intangible assets		57,087		50,902		15,890		34,378
Impairment of intangible assets		—		—		—		332,376
Recapitalization and acquisition-related costs		13,682		6,938		8,225		32,099
Restructuring		1,093		(703)		80		1,179
Total operating expenses		282,440		176,259		79,264		603,661
Operating loss		(20,868)		(36,623)		(42,291)		(329,810)
Other (expense) income, net		(1,308)		(493)		717		1,268
Fair value adjustment of warrants		(19,723)		900		2,900		—
Interest income		30		64		9		105
Interest expense		(17,366)		(16,820)		(7,919)		(168,341)
Reorganization items, net		—		—		—		3,329,245
(Loss) income before (benefit from) provision for income taxes		(59,235)		(52,972)		(46,584)		2,832,467
(Benefit from) provision for income taxes		(4,527)		(3,708)		(7,870)		68,455
Net (loss) income		(54,708)		(49,264)		(38,714)		2,764,012

(Loss) income per share:
Ordinary – Basic and Diluted (PL)		*		*		*		27,612.51
Class A and B – Basic and Diluted (SLH)		*		(12.32)		(9.68)		*
Ordinary – Basic and Diluted (Successor)		(0.41)		*		*		*
Weighted average common share outstanding:
Ordinary – Basic and Diluted (PL)		*		*		*		100.1
Class A and B – Basic and Diluted (SLH)		*		4,000		4,000		*
Ordinary – Basic and Diluted (Successor)		133,096		*		*		*

*Not applicable

The accompanying notes are an integral part of these consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(IN THOUSANDS)


	Quarter-to Date Results
	Fiscal 2022		Fiscal 2021
	Successor		Predecessor (SLH)		Predecessor (PL)
	Three Months		From		From
	Ended		August 28, 2020		August 1, 2020
	October 31, 2021		to October 31, 2020		to August 27, 2020
Comprehensive (loss) income:
Net (loss) income	$	(42,855)	$	(38,714)	$	3,268,895
Other comprehensive (loss) income — Foreign currency adjustment, net of tax		(772)		168		92
Comprehensive (loss) income	$	(43,627)	$	(38,546)	$	3,268,987


	Year-to Date Results
	Fiscal 2022				Fiscal 2021
	Successor		Predecessor (SLH)		Predecessor (SLH)		Predecessor (PL)
	From		From		From		From
	June 12, 2021 to		February 1, 2021		August 28, 2020		February 1, 2020
	October 31, 2021		to June 11, 2021		to October 31, 2020		to August 27, 2020
Comprehensive (loss) income:
Net (loss) income	$	(54,708)	$	(49,264)	$	(38,714)	$	2,764,012
Other comprehensive income (loss) — Foreign currency adjustment, net of tax		134		(430)		168		(2,268)
Comprehensive (loss) income	$	(54,574)	$	(49,694)	$	(38,546)	$	2,761,744

The accompanying notes are an integral part of these consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)



	Ordinary Shares
								Accumulated Other
	Number of			Additional Paid-		Accumulated		Comprehensive			Total Shareholder's
	Shares	Par Value		In Capital		(Deficit) Equity		(Loss) Income		(Deficit) Equity
Balance January 31, 2020 (Predecessor (PL))	100,100	$	138	$	83	$	(2,761,499)	$	(466)	$	(2,761,744)
Translation adjustment	—		—		—		—		(629)		(629)
Net loss	—		—		—		(433,902)		—		(433,902)
Balance April 30, 2020 (Predecessor (PL))	100,100		138		83		(3,195,401)		(1,095)		(3,196,275)
Translation adjustment	—		—		—		—		(1,731)		(1,731)
Net loss	—		—		—		(70,981)		—		(70,981)
Balance July 31, 2020 (Predecessor (PL))	100,100		138		83		(3,266,382)		(2,826)		(3,268,987)
Translation adjustment	—		—		—		—		92		92
Net income	—		—		—		3,268,895		—		3,268,895
Cancellation of Predecessor equity	(100,100)		(138)		(83)		221		—		—
Elimination of predecessor accumulated Other Comprehensive Loss	—		—		—		(2,734)		2,734		—
Issuance of Successor shares	4,000,000		40		666,933		—		—		666,973
Balance August 27, 2020 (Predecessor (PL))	4,000,000	$	40	$	666,933	$	—	$	—	$	666,973
Balance August 28, 2020 (Predecessor (SLH))	4,000,000		40		666,933		—		—		666,973
Impact of Warrant modification	—		—		7,400		—		—		7,400
Translation adjustment	—		—		—		—		168		168
Net loss	—		—		—		(38,714)		—		(38,714)
Balance October 31, 2020 (Predecessor (SLH))	4,000,000	$	40	$	674,333	$	(38,714)	$	168	$	635,827

The accompanying notes are an integral part of these consolidated financial statements.

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SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY (DEFICIT)

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)


	Ordinary Shares
								Accumulated Other
	Number of			Additional Paid-		Accumulated		Comprehensive			Total Shareholder's
	Shares	Par Value		In Capital		(Deficit) Equity		(Loss) Income		(Deficit) Equity
Balance January 31, 2021 (Predecessor (SLH))	4,000,000	$	40	$	674,333	$	(93,722)	$	(682)	$	579,969
Translation adjustment	—		—		—		—		(228)		(228)
Net loss	—		—		—		(37,405)		—		(37,405)
Balance April 30, 2021 (Predecessor (SLH))	4,000,000		40		674,333		(131,127)		(910)		542,336
Translation adjustment	—		—		—		—		(202)		(202)
Net loss	—		—		—		(11,859)		—		(11,859)
Balance June 11, 2021 (Predecessor (SLH))	4,000,000	$	40	$	674,333	$	(142,986)	$	(1,112)	$	530,275
Balance June 12, 2021 (Successor)	51,559,021		3		305,447		(200,423)		—		105,027
Issuance of shares, PIPE Investment	53,000,000		5		608,161		—		—		608,166
Issuance of shares, Skillsoft Merger consideration	28,500,000		3		306,372		—		—		306,375
Issuance of shares, Global Knowledge acquisition	—		—		14,000		—		—		14,000
Reclassify Public Warrants to equity	—		—		56,120		—		—		56,120
Reclassify Private Placement Warrants - CEO to equity	—		—		2,800		—		—		2,800
Cash payout for fractional shares	—		—		(1)		—		—		(1)
Share-based compensation	—		—		4,817		—		—		4,817
Translation adjustment	—		—		—		—		906		906
Net loss	—		—		—		(11,854)		—		(11,854)
Balance July 31, 2021 (Successor)	133,059,021		11		1,297,716		(212,277)		906		1,086,356
Share-based compensation	—		—		4,217		—		—		4,217
Common stock issued	166,667		—		—		—		—		—
Shares repurchased for tax withholding upon vesting of restricted stock-based awarded	(61,162)		—		(614)		—		—		(614)
Translation adjustment	—		—		—		—		(772)		(772)
Net loss	—		—		—		(42,855)		—		(42,855)
Balance October 31, 2021 (Successor)	133,164,526	$	11	$	1,301,319	$	(255,132)	$	134	$	1,046,332

The accompanying notes are an integral part of these consolidated financial statements.