Cautionary Notes Regarding Forward Looking Statements Factors that could cause or contribute to such differences include those described under "Part I - Item 1A. Risk Factors" in our Form 10-K for the fiscal year ended January 31, 2024. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements included in our other periodic filings with the Securities and Exchange Commission. The forward-looking statements contained in this document represent ...

PART I — FINANCIAL INFORMATION [Unaudited Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) Skillsoft's Q1 FY2025 unaudited financials show decreased assets and equity, a narrowed net loss, and lower operating cash flow [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $1.18 billion and equity to $182.1 million as of April 30, 2024 Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | April 30, 2024 | January 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $142,020 | $136,308 | | Accounts receivable, net | $110,643 | $185,638 | | Total current assets | $318,534 | $385,331 | | Goodwill | $317,071 | $317,071 | | Intangible assets, net | $511,399 | $539,293 | | **Total assets** | **$1,180,860** | **$1,273,634** | | **Liabilities & Equity** | | | | Deferred revenue (Current) | $243,701 | $282,570 | | Total current liabilities | $350,792 | $413,228 | | Long-term debt | $576,422 | $577,487 | | Total liabilities | $998,725 | $1,068,047 | | **Total shareholders' equity** | **$182,135** | **$205,587** | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Q1 FY2025 operations show revenues of $127.8 million, with net loss narrowing to $27.6 million from $44.2 million Statement of Operations Highlights (in thousands, except per share data) | Metric | Q1 FY2025 (ended Apr 30, 2024) | Q1 FY2024 (ended Apr 30, 2023) | | :--- | :--- | :--- | | Total revenues | $127,793 | $135,554 | | Total operating expenses | $151,625 | $170,936 | | Operating income (loss) | $(23,832) | $(35,382) | | Net income (loss) | $(27,636) | $(44,224) | | Basic and diluted net loss per share | $(3.42) | $(5.42) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 FY2025 cash flow from operations decreased to $14.9 million, with net cash ending at $149.6 million Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $14,937 | $21,464 | | Net cash used in investing activities | $(4,517) | $(9,456) | | Net cash provided by (used in) financing activities | $(4,252) | $(1,907) | | Net increase (decrease) in cash | $3,081 | $9,544 | | Cash, cash equivalents and restricted cash, end of period | $149,604 | $187,100 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, a reverse stock split, segment reporting, and subsequent events including a CEO change - On September 29, 2023, the company effected a **1-for-20 reverse stock split** of its common stock. All share and per-share information has been retroactively adjusted[39](index=39&type=chunk) - The company operates in two segments: **Content & Platform**, which includes SaaS solutions like Percipio, and **Instructor-Led Training**[104](index=104&type=chunk)[105](index=105&type=chunk)[106](index=106&type=chunk) - Restructuring charges of **$1.0 million** were recorded in Q1 2024, primarily for severance, compared to **$5.2 million** in Q1 2023 which also included lease impairment charges[57](index=57&type=chunk) - Subsequent to the quarter end, the former CEO's employment terminated on May 9, 2024, and the company adopted a new Employment Inducement Incentive Award Plan in May 2024[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 FY2025 revenue decline, reduced operating expenses, and sufficient liquidity with $142.0 million cash [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q1 FY2025 total revenue decreased 5.7% to $127.8 million, with operating expenses falling 11.3% due to cost savings Revenue by Type (in thousands) | Revenue Type | Q1 FY2025 | Q1 FY2024 | Change (%) | | :--- | :--- | :--- | :--- | | SaaS and subscription revenues | $93,162 | $93,819 | (0.7)% | | Non-subscription revenues | $34,631 | $41,735 | (17.0)% | | **Total revenues** | **$127,793** | **$135,554** | **(5.7)%** | Operating Expenses (in thousands) | Expense Category | Q1 FY2025 | Q1 FY2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cost of revenues | $34,471 | $37,824 | (8.9)% | | Selling and marketing | $42,292 | $45,927 | (7.9)% | | Amortization of intangible assets | $31,583 | $38,245 | (17.4)% | | Restructuring | $967 | $5,218 | (81.5)% | | **Total operating expenses** | **$151,625** | **$170,936** | **(11.3)%** | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) Skillsoft maintains $142.0 million in cash, supported by operating cash flow and access to a $75.0 million accounts receivable facility - The company had **$142.0 million** of cash and cash equivalents on hand as of April 30, 2024[149](index=149&type=chunk) - The company has access to a **$75.0 million** accounts receivable facility, with **$42.4 million** drawn as of April 30, 2024. The facility matures on December 27, 2024[154](index=154&type=chunk) - The Term Loan Facility requires quarterly principal payments of **$1.6 million** and matures in July 2028[150](index=150&type=chunk)[153](index=153&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended April 30, 2024 | Three Months Ended April 30, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $14,937 | $21,464 | | Net cash used in investing activities | $(4,517) | $(9,456) | | Net cash provided by (used in) financing activities | $(4,252) | $(1,907) | [Critical Accounting Policies and Estimates](index=39&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting policies include revenue recognition, impairment of goodwill and intangibles, and income tax estimates - Key critical accounting estimates include **revenue recognition**, **impairment of goodwill and intangible assets**, and **income taxes**[162](index=162&type=chunk)[163](index=163&type=chunk) - SaaS subscription revenue is recognized on a straight-line basis over the contract term, which is typically one to three years[166](index=166&type=chunk) - Goodwill and indefinite-lived intangible assets are reviewed for impairment annually during the fourth quarter, or more frequently if impairment indicators are present[173](index=173&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks from interest rate and foreign currency fluctuations, mitigated by interest rate swaps - A hypothetical **100 basis point** increase/decrease in interest rates would change annualized pre-tax interest expense by approximately **$2.9 million**[181](index=181&type=chunk) - The company has two interest rate swap agreements covering a notional amount of **$300.0 million** to fix the interest rate on a portion of its variable rate debt[181](index=181&type=chunk) - A hypothetical **10%** increase/decrease in foreign currency exchange rates would impact annualized pre-tax income (loss) by approximately **$3.0 million**[184](index=184&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of April 30, 2024, with no material changes to internal control - The Principal Executive Officer and CFO concluded that disclosure controls and procedures were effective as of April 30, 2024[186](index=186&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended April 30, 2024[188](index=188&type=chunk) PART II — OTHER INFORMATION [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company is a nominal defendant in a shareholder derivative action related to the Codecademy acquisition - The company is named as a nominal defendant in a shareholder derivative action related to the Codecademy acquisition, alleging breach of fiduciary duties[64](index=64&type=chunk)[192](index=192&type=chunk) - Management does not anticipate that the outcome of any current proceedings will materially affect the company's financial position, results of operations, or cash flows[65](index=65&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K for FY2024 - The report incorporates by reference the risk factors discussed in the Annual Report on Form 10-K for the fiscal year ended January 31, 2024[193](index=193&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - None[194](index=194&type=chunk) [Other Information](index=45&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter - No director or officer adopted or terminated a Rule 10b5-1 trading plan during the quarter[197](index=197&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL data - Exhibits filed include the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan and related award agreements, CEO/CFO certifications, and Inline XBRL documents[200](index=200&type=chunk)

Exhibit 99.1 Skillsoft Reports Financial Results for the First Quarter of Fiscal 2025 DENVER – June 10, 2024 – Skillsoft Corp. (NYSE: SKIL) ("Skillsoft" or the "Company"), a leading platform for transformative learning experiences, today announced its financial results for the first quarter of fiscal 2025 ended April 30, 2024. "Since rejoining Skillsoft in a full-time executive capacity in mid-April, I have gained greater confidence in Skillsoft's market opportunity and our unique ability to deliver transfo ...

Skillsoft Corp. (SKIL) closed the last trading session at $9.20, gaining 9% over the past four weeks, but there could be plenty of upside left in the stock if short-term price targets set by Wall Street analysts are any guide. The mean price target of $45.33 indicates a 392.7% upside potential.The mean estimate comprises three short-term price targets with a standard deviation of $18.58. While the lowest estimate of $30 indicates a 226.1% increase from the current price level, the most optimistic analyst ex ...

• Instructor-Led Training segment Q4 LTM Bookings of $178M, down 10% YoY • Total Q4 LTM Bookings of $596M, reflecting a YoY decline of 2% skillsoft. 2% YoY growth in Content & Platform segment LTM Bookings was offset by 10% contraction in InstructorLed Training segment LTM Bookings $407.5 $410.1 $404.2 $408.6 $413.0 ▲1% YoY $418.7 ▲2% YoY $419.7 ▲4% YoY $417.5 ▲2% YoY $240.4 $223.4 $209.5 $198.6 $186.8 ▼22% YoY $186.4 ▼17% YoY $184.6 ▼12% YoY$178.1 ▼10% YoY $647.9 $633.4 $613.7 $607.1 $599.8 ▼7% YoY $605.1 ...

Financial Data and Key Metrics Changes - The company reported full-year adjusted EBITDA of $105.1 million, exceeding the top end of guidance, with a 19% adjusted EBITDA margin, attributed to disciplined expense management despite falling short on bookings and revenue [11][24] - Total revenue for the fourth quarter was $138 million, a decline of 2% year-over-year, with growth in the content and platform segment offset by contraction in the instructor-led training segment [82] - The company generated positive free cash flow of $5 million in the fourth quarter, improving from $1 million in the prior year [20][82] Business Line Data and Key Metrics Changes - Revenue from the content and platform segment was $405 million, growing $12 million or 3% year-over-year, while instructor-led training revenue declined by $22 million or 13% year-over-year to $148 million [18][39] - Bookings in the instructor-led training segment were $178 million, down $20 million or 10% year-over-year, contributing to total bookings of $596 million, which was down 2% year-over-year [17][39] - The content and platform segment achieved a dollar retention rate of 101%, while enterprise skills champions, representing 60% of annual recurring revenue, had a dollar retention rate of 105% [12][44] Market Data and Key Metrics Changes - In Europe, IT budgets and training priorities shifted, leading to aggressive price competition among market participants [13] - The company noted that larger, complex organizations are continuing to invest in skills development, while smaller customers are more price-sensitive and have lower retention rates [54][60] Company Strategy and Development Direction - The company is focused on transitioning to a skill-centric economy, leveraging generative AI to enhance its offerings and support enterprise skills champions [9][26] - Strategic priorities include maintaining pricing and margin discipline while investing in generative AI opportunities [13][48] - The company plans to enhance segment-level disclosures to provide better insights into profitability metrics [24] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about fiscal 2025, expecting total revenue between $530 million and $550 million, with growth in the content and platform segment expected to offset declines in the instructor-led training segment [22][23] - The company anticipates a cautious approach due to ongoing market conditions affecting the instructor-led training segment, with expectations for improved performance in the second half of fiscal 2025 [49][50] Other Important Information - The company recorded a GAAP net loss of $349 million, primarily due to a non-cash impairment charge of $202 million for goodwill and intangible assets [46] - The leadership transition was announced, with Ron Hovsepian stepping into the role of Executive Chair and Principal Executive Officer, succeeding Jeff Tarr [32][34] Q&A Session Summary Question: How has the overall corporate spending environment looked like for enterprise learning? - Management noted that larger organizations are making investments, but sales cycles are elongating, which presents challenges [27][28] Question: Is the lower end of the market expected to stabilize? - Management indicated that while the lower end of the market is facing price pressure, they are focused on retaining and growing the enterprise skills champion segment [54][60] Question: What is the outlook for the instructor-led training segment? - Management acknowledged that the instructor-led training segment has not performed as expected and emphasized the need for operational improvements [71][72]

The following discussion of the financial condition and results of operations of Skillsoft ("Skillsoft", "we", "us", "our" and the "Company") should be read in conjunction with Skillsoft's audited consolidated financial statements and the accompanying notes appearing elsewhere in this Annual Report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Skillsoft's actual results may dif er materially from those anticipated in these forwa ...

Financial Performance - Content & Platform segment GAAP Revenue for Q4 2024 was $102 million, representing a 4% growth, while total GAAP Revenue declined 2% to $138 million[10]. - GAAP net loss for Q4 2024 was $245 million, compared to a loss of $53 million in the prior year, with a net loss per share of $30.38[10]. - Pro forma Adjusted Net Loss for Q4 2024 was $25 million, an improvement from a loss of $34 million in the prior year, with Adjusted Net Loss per share of $3.09[10]. - Adjusted EBITDA for Q4 2024 was $28 million, reflecting a margin of 21% of GAAP Revenue, up from $22 million and a margin of 16% in the prior year[10]. - Full-year GAAP Revenue for FY 2024 was approximately flat at $553 million, with Content & Platform segment revenue growing 5%[11]. - Total revenues for the three months ended January 31, 2024, were $137,540 thousand, a decrease of 1.3% from $140,321 thousand for the same period in 2023[41]. - Net loss for the three months ended January 31, 2024, was $(245,326) thousand, compared to a net loss of $(53,479) thousand for the same period in 2023[41]. - For the year ended January 31, 2024, Skillsoft reported a net loss of $349.3 million, an improvement from a net loss of $725.0 million for the year ended January 31, 2023[62]. Cash Flow and Liquidity - The company ended Q4 2024 with $136 million in cash and cash equivalents[10]. - Cash and cash equivalents decreased from $170.4 million as of January 31, 2023, to $136.3 million as of January 31, 2024, a reduction of about 20%[62]. - The company reported a free cash flow of $2.8 million for the year ended January 31, 2024, compared to a negative cash flow of $20.9 million for the previous year[62]. - Free cash flow for the three months ended January 31, 2024, was $5,404 thousand, an increase from $715 thousand in the same period of 2023[73]. - Net cash provided by operating activities for the three months ended January 31, 2024, was $11,499 thousand, compared to $2,628 thousand in the same period of 2023[73]. Operating Expenses - GAAP costs of revenues for the three months ended January 31, 2024, were $38,459 thousand, a decrease from $42,353 thousand for the same period in 2023, representing a decline of approximately 4.4%[32]. - Non-GAAP operating expenses for the year ended January 31, 2024, were $448,162 thousand, down from $461,017 thousand in the previous year, indicating a reduction of about 2.8%[32]. - Total GAAP operating expenses for the three months ended January 31, 2024, were $119,334 thousand, compared to $131,643 thousand for the same period in 2023, reflecting a decrease of approximately 9.3%[32]. - Operating expenses for the three months ended January 31, 2024, totaled $365,603 thousand, significantly higher than $179,722 thousand for the same period in 2023[41]. - The company incurred acquisition and integration-related costs of $2,225 thousand for the three months ended January 31, 2024, down from $4,010 thousand for the same period in 2023[41]. Asset and Equity Changes - The total assets decreased from $1.64 billion as of January 31, 2023, to $1.27 billion as of January 31, 2024, reflecting a decline of approximately 22.8%[53]. - The total shareholders' equity decreased from $531.8 million as of January 31, 2023, to $205.6 million as of January 31, 2024, a decline of approximately 61.3%[53]. - Total current liabilities decreased from $425.1 million as of January 31, 2023, to $413.2 million as of January 31, 2024, a decrease of approximately 2.2%[53]. Strategic Initiatives and Future Outlook - The company is focused on transforming its operations through strategic initiatives, including system migrations and new product developments, to enhance overall performance[29]. - Future outlook includes continued investment in AI-enabled platforms and partnerships to address skills gaps in the workforce, aiming for sustained growth[29]. - The company anticipates further reductions in operating expenses as part of its ongoing transformation strategy[29]. - The company anticipates future growth driven by new product development and market expansion strategies, although specific financial guidance was not provided[56]. Impairment and Adjusted Metrics - Impairment of goodwill and intangible assets was $202,233 thousand for the three months ended January 31, 2024, with no impairment recorded in the same period of 2023[41]. - The company recorded an impairment of goodwill and intangible assets amounting to $202.2 million for the year ended January 31, 2024, compared to $641.4 million for the previous year[62]. - Adjusted EBITDA from continuing operations for the year ended January 31, 2024, was $105,075 thousand, slightly down from $106,550 thousand for the year ended January 31, 2023[70]. - Pro forma adjusted EBITDA for the three months ended January 31, 2024, was $28,258 thousand, representing 21% of pro forma revenue, up from 16% in the same period of 2023[70]. - Adjusted net income from continuing operations for the three months ended January 31, 2024, was $(24,966) thousand, compared to $(34,203) thousand for the same period in 2023[68].

DENVER--(BUSINESS WIRE)--Skillsoft (NYSE: SKIL), a leading platform for transformative learning experiences, today released its annual Lean Into Learning Report. As the global workforce experiences widespread disruption, the report examines the state of learning and most in-demand skills and competencies. “Rapidly advancing technologies – most notably generative AI – have exacerbated an already acute skills crisis. But with this challenge comes significant opportunity for organizations to reimagine their ...

DENVER--(BUSINESS WIRE)--Skillsoft (NYSE: SKIL), a leading platform for transformative learning experiences, today announced new enhancements to its technology skilling solution, Codecademy. With deeper integration of generative AI (GenAI) into Codecademy, Skillsoft is providing a highly interactive and immersive learning experience to help organizations and learners build critical technology skills and succeed in the new era of AI. “The proliferation of GenAI tools in the workplace is reshaping the dema ...