-- 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$(R)$ Platform generally available,
with 15 new customers since release
-- Early adopters accelerating utilization of our AI tools
BOSTON--(BUSINESS WIRE)--April 07, 2026--
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 $12 million in the prior
year.
"This quarter's strong TDS Segment results, led by TDS enterprise solutions, demonstrate the critical role Skillsoft plays in helping organizations navigate the rapid pace of human and AI change. Over the past 18 months, we've made meaningful progress executing our transformation, streamlining the business through improved capital allocation, and repositioning our platform, which is now in market and gaining traction," said Ron Hovsepian, Skillsoft Executive Chair and CEO. "As AI reshapes the global workforce, demand for our AI-driven learning solutions, particularly our CAISY$(TM)$ 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, January 31,
2026 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 Twelve Months Ended
January 31, 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 Twelve Months Ended
31, 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 Twelve Months Ended
January 31, 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 Twelve Months Ended
January 31, 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 Twelve Months Ended
January 31, 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 Twelve Months Ended
January 31, 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/
CONTACT: Investors:
Ross Collins
SKIL@alpha-ir.com
Media:
PR@skillsoft.com
(END) Dow Jones Newswires
April 07, 2026 16:05 ET (20:05 GMT)