Quarterly Report for Quarter Ending July 31, 2024 (Form 10-Q)

skil20240731_10q.htm

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. 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 such things as our outlook, our product development and planning, future capital expenditures, financial results, the impact of regulatory changes, our current and evolving business strategies, including with respect to acquisitions and dispositions, demand for our services, our competitive strengths, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcome of litigation proceedings and claims, the state and future of skilling in the workplace, 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 materially from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature, and we caution you against unduly relying on these forward-looking statements.

Factors that could cause or contribute to such differences include those described under "Part I - Item 1A. Risk Factors" in our Annual Report on Form 10-K (as amended) for the fiscal year ended January 31, 2024 (the "2024 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 Annual Report and in our other periodic filings with the Securities and Exchange Commission. The forward-looking statements contained in this Form 10-Q represent our estimates only as of the date of this filing 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.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

INDUSTRY AND MARKET DATA

Within this Form 10-Q, 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. These data are based on the most current information 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.

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED FINANCIAL STATEMENTS.

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares)

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

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

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

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

(in thousands, except number of shares)

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

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - continued

(in thousands, except number of shares)

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

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

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

SKILLSOFT CORP.

UNAUDITED SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

(in thousands)

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Basis of Presentation

Description of Business

Skillsoft Corp. (together with its consolidated subsidiaries, "Skillsoft", "we", "us", "our" and the "Company") has been listed on the New York Stock Exchange under the ticker symbol "SKIL" since June 14, 2021. Through a portfolio of high-quality content, an AI-enabled platform that is personalized and connected to customer needs, and a broad ecosystem of partners, Skillsoft drives continuous growth and performance for employees and their organizations by overcoming critical skills gaps, unlocking human potential, and developing the workforce.

With more than 150,000 expert-led skills-building courses in modalities ranging from video and audio to instructor-led training, coaching, practice labs, and a generative Artificial Intelligence ("GenAI")-powered conversation simulator, Skillsoft offers transformative learning experiences for leaders to frontline workers, readers to hands-on learners.

References in the accompanying footnotes to the Company's fiscal year refer to the fiscal year ended January 31 of that year (e.g., fiscal 2024 is the fiscal year ended January 31, 2024).

SumTotal

Refer to Note 4 "Discontinued Operations" in our fiscal 2024 Form 10-K for information regarding the SumTotal business and its 2022 sale.

Reverse Stock Split

On September 29, 2023, we effected a 1-for-20 reverse stock split of our common stock and proportionately decreased the number of authorized shares of common stock. All fiscal 2024 shares, outstanding options, warrants, restricted stock unit ("RSU"), and per share information throughout this Form 10-Q have been retroactively adjusted to reflect the reverse stock split. The shares of common stock retain a par value of $0.0001 per share. Accordingly, an amount equal to the par value of the decreased shares resulting from the reverse stock split was reclassified from "Common stock" to "Additional paid-in capital".

Basis of Financial Statement Preparation

The accompanying condensed consolidated financial statements include the accounts of Skillsoft and its wholly owned subsidiaries. These financial statements are unaudited. However, in the opinion of management, the condensed consolidated financial statements reflect all normal and recurring adjustments necessary for their fair statement. Interim results are not necessarily indicative of results expected for any other interim period or a full year. We prepared the accompanying unaudited condensed consolidated financial statements in accordance with the instructions for Form 10-Q and Article 10 of Regulation S-X and, therefore, include all information and footnotes necessary for a complete presentation of operations, comprehensive income (loss), financial position, changes in shareholders' equity (deficit) and cash flows in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The financial statements contained in these interim financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the 2024 Form 10-K.

Certain amounts reported in prior years have been reclassified to conform to the presentation in the current year. These reclassifications had no effect on total assets, total liabilities, total stockholders' equity, or net income (loss) for the prior years.

The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and has and may in the future take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to qualify as an emerging growth company as of January 31, 2025. As a result, beginning with our Form 10-K for fiscal 2025, we will be subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will formally attest to the effectiveness of our internal controls over financial reporting.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reported periods. Actual results could differ from our estimates.

(2) Summary of Significant Accounting Policies

The Company's significant accounting policies are discussed in Note 2-Summary of Significant Accounting Policies included in the 2024 Form 10-K and should be read in connection with the reading of these interim unaudited financial statements.

Recently Issued Accounting Guidance

In December 2023, the FASB issued ASU 2023-07,Improvements toReportable Segment Disclosures, which will require disclosure of significant segment expenses and other segment items. The Company will adopt this guidance effective in our Form 10-K for the fiscal year ending January 31, 2025. We are currently evaluating the impact of this amended disclosure guidance.

In December 2023, the FASB also issued ASU 2023-09,Improvements toIncome Tax Disclosures, which will require additional information in the rate reconciliation table and additional disclosures about income taxes paid. The Company will adopt this guidance effective February 1, 2025. We are currently evaluating the impact of this amended disclosure guidance.

(3)Intangible Assets

Intangible assets consisted of the following (dollars in thousands and weighted average remaining life in years):

		July 31, 2024			January 31, 2024
		Weighted Average Remaining Life			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount			Weighted Average Remaining Life			Gross Carrying Amount			Accumulated Amortization			Net Carrying Amount
Developed software/courseware			2.2			$	359,094			$	203,997			$	155,097				2.7			$	355,247			$	172,578			$	182,669
Customer contracts/relationships			9.1				268,729				78,116				190,613				9.5				269,300				59,091				210,209
Trademarks and trade names			11.9				52,742				8,190				44,552				12.4				52,863				6,184				46,679
Publishing rights			1.9				41,100				25,779				15,321				2.4				41,100				21,668				19,432
Backlog			1.4				49,700				47,534				2,166				1.9				49,700				45,941				3,759
Skillsoft trademark			Indefinite				76,545				-				76,545				Indefinite				76,545				-				76,545
Total intangible assets						$	847,910			$	363,616			$	484,294							$	844,755			$	305,462			$	539,293

Amortization expense related to the existing finite-lived intangible assets is expected to be as follows (in thousands) for the fiscal years ended January 31:

		Amortization Expense
2025 (six months remaining)		$	63,348
2026			123,499
2027			77,986
2028			37,548
2029			27,854
Thereafter			77,514
Total future amortization		$	407,749

Amortization expense related to intangible assets in the aggregate was $31.8 million, $63.4 million, $39.2 million and $77.5 million for the three and six months ended July 31, 2024 and the three and six months ended July 31, 2023, respectively.

Impairment Review Requirements and Assumption Uncertainty

The Company reviews intangible assets subject to amortization if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in remaining useful life. The Company reviews indefinite lived intangible assets, including goodwill, on the annual impairment test date ( January 1) or more frequently if there are indicators of impairment.

In connection with the impairment evaluation, the Company may first consider qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not (i.e., a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. Performing a quantitative goodwill and indefinite lived intangible impairment test is not necessary if an entity determines based on this assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company fails or elects to bypass the qualitative assessment, the goodwill impairment test must be performed.

This test requires:

1.

For our identifiable intangibles subject to amortization:

a.

If management believes there are unfavorable changes to assumptions and factors that occurred that would indicate impairment or a change in the remaining useful life;

b.

An estimate of the undiscounted future cash flows attributable to the amortizable intangibles are projected and compared to the carrying values;

c.

If the undiscounted future cash flows are less than the carrying values;

d.

The fair values for identifiable intangibles, including any indefinite lived intangibles, are fair valued using the income approach; and

e.

If the fair values of the identifiable intangibles are less than their carrying values, an impairment equal to the difference is recorded.

2.

Next a comparison of the carrying value of the reporting unit to its estimated fair value is completed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss equal to the difference is recorded, not to exceed the amount of goodwill allocated to the reporting unit.

The fair value of our reporting units is determined using a weighted average valuation model of the income approach (discounted cash flow approach) and market approach. The income approach requires management to make certain assumptions based upon information available at the time the valuations are performed. Actual results could differ from these assumptions. We pay particular attention to ensure the assumptions used are reflective of what a market participant would have used in calculating fair value considering the then current economic conditions.

In determining reporting units, the Company first identifies its operating segments, and then assesses whether any components of these segments constitute a business for which discrete financial information is available and where management regularly reviews the operating results.

The Company completed the qualitative assessment discussed above for the six months ended July 31, 2024 and concluded that there were no indicators of impairment for our reporting units.

A roll forward of goodwill is as follows (in thousands):

Description		Talent Development Solutions			Global Knowledge			Consolidated
Goodwill January 31, 2024		$	287,650			$	29,421			$	317,071
Increase (decrease)			-				-				-
Goodwill July 31, 2024		$	287,650			$	29,421			$	317,071
Accumulated impairment, July 31, 2024		$	698,405			$	84,694			$	783,099

(4)Taxes

For the three and six months ended July 31, 2024, for continuing operations, the Company recorded a tax benefit of $2.1 million and $3.6 million, respectively, on a pretax loss of $41.6 million and $70.8 million, respectively. For the three and six months ended July 31, 2023, for continuing operations, the Company recorded a tax benefit of $1.9 million and $6.3 million, respectively, on a pretax loss of $33.9 million and $81.8 million, respectively. For each period, the tax benefit reflects the effect of non-deductible items, current period changes in the Company's valuation allowance on its deferred tax assets and the impact of foreign tax rate differential.

(5) Restructuring

On July 11, 2024, the Company announced a comprehensive resource reallocation plan. In connection with this and other strategic initiatives implemented during the three and six months ended July 31, 2024 and July 31, 2023, the Company's management approved and initiated plans to reduce its cost structure and better align operating expenses with existing economic conditions and the Company's operating model.

The following is a summary of restructuring charges by segment for the three and six months ended July 31, 2024 and July 31, 2023 (in thousands):

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Talent Development Solutions		$	8,883			$	727			$	10,014			$	5,440
Global Knowledge			2,416				1,773				2,252				2,279
Total		$	11,299			$	2,501			$	12,266			$	7,719

These restructuring charges are presented separately in the accompanying condensed consolidated statements of operations. The restructuring charges for the six months ended July 31, 2024 and July 31, 2023 are substantially all related to severance costs of terminated employees and lease termination and lease impairment charges. As of July 31, 2024 and January 31, 2024, the Company had restructuring charge liabilities of$8.0 million and $3.3 million, respectively. Management anticipates further restructuring charges during the remainder of fiscal 2025 as the identified resource reallocation measures initiated in mid- July 2024 are fully implemented.

(6) Leases, Commitments and Contingencies

Leases

The Company's lease portfolio includes office space, training centers, and vehicles to support its research and development activities, sales operations and other corporate and administrative functions in North America, Europe and Asia. The Company's leases have remaining terms of oneyear to tenyears. Some of the Company's leases include options to extend or terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

All of the Company's leases are classified as operating leases. Our right-of-use ("ROU") assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the expected lease term. As the Company's operating leases generally do not provide an implicit rate, the Company uses an estimated incremental borrowing rate in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at the acquisition date to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular location and currency environment. The weighted average incremental borrowing rate for its operating leases as of July 31, 2024 and January 31, 2024 was 5.9% and 5.7%, respectively.

The operating leases are included in the captions "Right of use assets", "Lease liabilities", and "Long-term lease liabilities" on the Company's condensed consolidated balance sheets. The weighted-average remaining lease term of the Company's operating leases is 6.3 years as of July 31, 2024. Lease costs for minimum lease payments are recognized on a straight-line basis over the lease term. The lease costs were $1.4 million and related cash payments were $1.4 million for the six months ended July 31, 2024. The lease costs were $2.9 million and related cash payments were $1.4 million for the six months ended July 31, 2023. Lease costs are included within the content and software development, selling and marketing, and general and administrative lines on the condensed consolidated statements of operations, and the operating leases related cash payments were included in the operating cash flows on the condensed consolidated statements of cash flows. Short-term lease costs and variable lease costs are notmaterial.

See Note 5 for a discussion related to restructuring charges associated with lease termination and lease impairment charges.

The below reconciles the undiscounted future minimum lease payments under non-cancellable leases to the total lease liabilities recognized on the condensed consolidated balance sheet as of July 31, 2024 (in thousands):

Fiscal year ended January 31:
2025 (six months remaining)		$	1,804
2026			2,134
2027			1,583
2028			1,510
2029			1,326
Thereafter			3,158
Total future minimum lease payments			11,515
Effects of discounting			(1,746	)
Total lease liabilities		$	9,769
Current lease liabilities		$	2,613
Long-term lease liabilities			7,156
Total lease liabilities		$	9,769

Litigation

On November 21, 2023, the Company was named as a nominal defendant in a shareholder derivative action filed in the Delaware Court of Chancery captioned Norcross v. Prosus N.V., et al. The plaintiff, a Company shareholder, alleges that the Company's directors and controlling shareholders breached their fiduciary duties to plaintiffs by causing the Company to acquire Codecademy at an above-market price. Plaintiff seeks monetary damages as compensation for the harm caused by the alleged breaches. We currently cannot estimate any possible loss that may result from this action.

In addition, the Company is, from time to time, party to general legal proceedings and claims, which arise in the ordinary course of business including those relating to commercial and contractual disputes, employment matters, intellectual property, and other business matters. When appropriate, management consults with legal counsel and other appropriate experts to assess claims. If, in management's opinion, we have incurred a probable loss as determined in accordance with GAAP, an estimate is made of the loss and the appropriate accrual is reflected in our condensed consolidated financial statements. Currently, there are no material amounts accrued. While it is not possible to quantify the financial impact or predict the outcome of all pending claims and litigation, management does not anticipate that the outcome of any current proceedings or known claims, either individually or in aggregate, will materially affect the Company's financial position, results of operations or cash flows.

Guarantees

The Company's software license arrangements and hosting services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and substantially in accordance with the Company's product documentation under normal use and circumstances. The Company's arrangements also include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party's intellectual property right. The Company has entered into service level agreements with some of its hosted application customers warranting certain levels of uptime reliability and such agreements permit those customers to receive credits against monthly hosting fees or terminate their agreements in the event that the Company fails to meet those levels for an agreed upon period of time.

To date, the Company has notincurred any material costs as a result of such indemnifications or commitments and has notaccrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements.

(7) Long-Term Debt

Debt consisted of the following (in thousands):

		July 31, 2024			January 31, 2024
Term Loan - current portion		$	6,404			$	6,404
Current maturities of long-term debt		$	6,404			$	6,404
Term Loan - long-term portion		$	584,995			$	588,197
Original issue discount - long-term portion			(6,242	)			(6,942	)
Deferred financing costs - long-term portion			(3,389	)			(3,768	)
Long-term debt		$	575,364			$	577,487

The Company's debt outstanding as of July 31, 2024 matures as shown below (in thousands):

Future principal payments due for fiscal years ended January 31:
2025 (six months remaining)		$	3,202
2026			4,803
2027			6,404
2028			8,005
2029			568,985
Thereafter			-
Total payments			591,399
Current portion			(6,404	)
Unamortized original issue discount and issuance costs			(9,631	)
Long-term portion		$	575,364

Refer to Note 14 "Long-Term Debt" in our 2024 Form 10-K for information regarding the Company's term loan and accounts receivable facility.

The reserve balance associated with the accounts receivable facility was $5.0 million on July 31, 2024 and is classified as restricted cash on the condensed consolidated balance sheet. The interest rate on borrowings outstanding under the accounts receivable facility was 8.46% at July 31, 2024. As of July 31, 2024, $40.4 million was drawn under the accounts receivable facility and is classified as a current liability on the balance sheet.

(8) Shareholders' Equity

Common Stock

As of July 31, 2024, the Company's authorized share capital consisted of 18,750,000 shares of Class A common stock and 10,000,000 shares of preferred stock, with a par value $0.0001 each, and 8,504,829 shares of Class A common stock were issued and 8,205,052 shares were outstanding. As of July 31, 2024, the Company had no shares of preferred stock or Class C common stock outstanding. Except as required by law, holders of shares of Class C common stock are not entitled to vote any such shares.

Subject to applicable law, the Company may declare dividends to be paid ratably to holders of Class A common stock out of the Company's assets that are legally available to be distributed as dividends in the discretion of the Company's board of directors. Holders of Class C common stock are generally not entitled to dividends.

Warrants

Refer to Note 16 "Shareholders' Equity" in our 2024 Form 10-K, for information related to the equity and liability-classified warrants.

Share Repurchase Authorization

On July 10, 2024, the Company's board of directors authorized Skillsoft to repurchase up to $10 million of its Class A common stock, with an objective to manage potential dilution from future vesting of employee equity grants. The share repurchase authorization will terminate on July 11, 2028 and does not obligate the Company to purchase any minimum number of shares of Common Stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of July 31, 2024, no Class A common stock had been repurchased under the share repurchase authorization.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) associated with foreign currency translation adjustments consisted of the following (in thousands):

		Three Months Ended July 31,
		2024			2023
		Before Tax			Income Tax			Net			Before Tax			Income Tax			Net
Balance as of beginning-of-period		$	(15,937	)		$	-			$	(15,937	)		$	(13,919	)		$	-			$	(13,919	)
Translation adjustment			64				-				64				496				-				496
Balance as of end-of-period		$	(15,873	)		$	-			$	(15,873	)		$	(13,423	)		$	-			$	(13,423	)

		Six Months Ended July 31,
		2024			2023
		Before Tax			Income Tax			Net			Before Tax			Income Tax			Net
Balance as of beginning-of-period		$	(13,050	)		$	-			$	(13,050	)		$	(14,794	)		$	-			$	(14,794	)
Translation adjustment			(2,823	)			-				(2,823	)			1,371				-				1,371
Balance as of end-of-period		$	(15,873	)		$	-			$	(15,873	)		$	(13,423	)		$	-			$	(13,423	)

(9) Stock-Based Compensation

Equity Incentive Plans

In June 2021, Skillsoft adopted the 2020 Omnibus Incentive Plan ("2020 Plan"). The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to employees, directors, and consultants of the Company. Under the 2020 Plan, 655,295 shares were initially made available for issuance. The 2020 Plan includes an annual increase on January 1 each year beginning on January 1,2022, in an amount equal to 5.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year. The Compensation Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares of common stock than provided for in the 2020 Plan. As of July 31, 2024, a total of 1,367,132 shares of common stock were available for issuance under the 2020 Plan.

In May 2024, Skillsoft adopted the Skillsoft Corp. 2024 Employment Inducement Incentive Award Plan (the "Inducement Plan"). The Inducement Plan provides for the inducement grants of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, other equity-based awards, and cash-based incentive awards to new hires, or individuals being rehired following a bona fide period of non-employment with the Company, in compliance with Section 303A.08 of the New York Stock Exchange Listed Company Manual. As of July 31, 2024, a total of 160,000 shares of common stock were available for issuance under the Inducement Plan.

Stock Options

Under the 2020 Plan, all employees are eligible to receive incentive share options and all employees, directors and consultants are eligible to receive non-statutory share options. The options generally vest over fouryears and have a term of tenyears. Vested options under the plan generally expire not later than 90 days following termination of employment or service or twelvemonths following an optionee's death or disability. The fair value of stock options is determined on the grant date and amortized over the vesting period on a straight-line basis.

The following summarizes the stock option activity for the six months ended July 31, 2024:

										Weighted -
						Weighted -			Average
						Average			Remaining			Aggregate
						Exercise			Contractual			Intrinsic Value
		Shares			Price			Term (Years)			(in thousands)
Outstanding, January 31, 2024			88,850			$	215.00				7.4			$	-
Granted			-				-				-				-
Exercised			-				-				-				-
Forfeited			(17,649	)			215.00				-				-
Expired			(34,375	)			215.00				-				-
Outstanding, July 31, 2024			36,826				215.00				5.8				-
Vested and exercisable, July 31, 2024			29,141				215.00				5.5				-

The total unrecognized equity-based compensation costs related to the stock options was $0.4 million based on the $67.23 weighted average grant date fair value of the options, which is expected to be recognized over a weighted-average period of 0.9 years.

Time-Based Restricted Stock Units

Restricted stock units ("RSUs") represent a right to receive one share of the Company's common stock that is both non-transferable and forfeitable unless and until certain conditions are satisfied. Other than RSUs granted to our non-employee directors, which vest upon the earlier of the anniversary of the grant date and the Company's next annual meeting of stockholders, RSUs generally vest ratably over a threeor four-year period, subject to continued employment through each anniversary. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a straight-line basis.

The following summarizes the time-based RSU activity for the six months ended July 31, 2024:

						Weighted -			Aggregate
						Average Grant			Intrinsic Value
		Shares			Date Fair Value			(in thousands)
Unvested balance, January 31, 2024			735,998			$	64.77			$	10,319
Granted			462,030				15.88				-
Vested			(178,964	)			76.60				-
Forfeited			(70,984	)			61.43				-
Unvested balance, July 31, 2024			948,080				39.03				16,307

The total unrecognized stock-based compensation costs related to time-based RSUs was $24.5 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Market-Based Restricted Stock Units

Market-based restricted stock units ("MBRSUs") vest over a threeor four-year performance period, subject to continued employment through each anniversary and achievement of market conditions, specifically the Company's stock price and an objective relative total shareholder return. The fair value of MBRSUs that include vesting based on market conditions are estimated using the Monte Carlo valuation method. Compensation cost for these awards is recognized based on the grant date fair value which is recognized over the vesting period using the accelerated attribution method.

The following summarizes the MBRSUs activity for the six months ended July 31, 2024:

						Weighted -			Aggregate
						Average Grant			Intrinsic Value
		Shares			Date Fair Value			(in thousands)
Unvested balance, January 31, 2024			182,742			$	72.60			$	2,562
Granted			10,000				12.94				-
Vested			-				-				-
Forfeited			(18,695	)			61.52				-
Unvested balance, July 31, 2024			174,047				70.36				2,994

The total unrecognized stock-based compensation costs related to MBRSUs was $1.3 million, which is expected to be recognized over a weighted-average period of 1.2 years.

Stock-Based Compensation Expense

The following summarizes the classification of stock-based compensation expense in the condensed consolidated statements of operations (in thousands):

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Cost of revenues		$	132			$	238			$	298			$	335
Content and software development			914				1,744				2,204				3,756
Selling and marketing			797				(667	)			2,053				1,015
General and administrative (1)			(2,657	)			4,512				1,784				9,849
Total		$	(814	)		$	5,827			$	6,339			$	14,955

(1) Stock-based compensation expense during the three months ended July 31, 2024 was reduced by $6.0 million due to forfeitures of share-based payments, including unvested equity-based awards associated with the former Chief Executive Officer whose employment with the Company ended on May 9, 2024.

(10) Revenue

Revenue Components and Performance Obligations

SaaS Subscription Services

The Company offers subscriptions that provide customers access to a broad-based spectrum of learning options including access to cloud-based Software as a Service ("SaaS") learning content and individualized coaching. The Company's cloud-based subscription solutions normally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as the Company continually provides access to, and fulfills its obligation to, the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is usually recognized on a straight-line basis over the contract term, beginning on the date that the service is made available to the customer. The Company's subscription contracts typically vary from oneyear to threeyears. The Company's cloud-based solutions arrangements are mostly non-cancellable, non-refundable, and are invoiced in advance of the subscription services being provided.

Virtual, On-Demand and Classroom

The Company's virtual, on-demand and classroom training provides customers with technical training. Revenue is recognized in the period in which the services are performed. Billing is in advance of the services being provided or immediately after the services have been provided.

Professional Services

The Company also sells professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided (proportional performance method). These services usually consist of implementation, integration, and general consulting. Mostly, the Company's professional service engagements are short in duration. Billing is commonly in advance of the services being provided.

Disaggregated Revenue and Geography Information

The following is a summary of revenues by type for the three and six months ended July 31, 2024 and July 31, 2023 (in thousands):

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
SaaS subscription services		$	95,642			$	98,032			$	188,804			$	191,851
Virtual, on-demand and classroom			30,571				37,999				60,289				74,980
Professional services			6,010				5,156				10,923				9,910
Total net revenues		$	132,223			$	141,187			$	260,016			$	276,741

Generally, SaaS subscription services revenues are recognized over the service period, while virtual, on demand, classroom and professional services revenues are recognized at the point they are delivered.

The following sets forth our revenues by geographic region for the three and six months ended July 31, 2024 and July 31, 2023 (in thousands):

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Revenue:
United States		$	88,384			$	92,936			$	173,332			$	182,023
Europe, Middle East and Africa			32,457				35,741				63,802				70,276
Other Americas			5,545				7,331				11,896				14,327
Asia-Pacific			5,837				5,179				10,986				10,115
Total net revenues		$	132,223			$	141,187			$	260,016			$	276,741

Other than the United States, nosingle country accounted for more than 10% of revenue for all periods presented.

Deferred Revenue

Deferred revenue activity for the six months ended July 31, 2024 was as follows (in thousands):

Deferred revenue as of January 31, 2024		$	284,972
Billings deferred			203,305
Recognition of prior deferred revenue			(260,016	)
Deferred revenue as of July 31, 2024		$	228,261

Deferred revenue performance obligations relate predominantly to time-based SaaS subscription services that are billed in advance of services being rendered.

Deferred Contract Acquisition Costs

Deferred contract acquisition cost activity for the six months ended July 31, 2024 was as follows (in thousands):

Deferred contract acquisition costs as of January 31, 2024		$	36,667
Contract acquisition costs			8,110
Recognition of contract acquisition costs			(11,130	)
Deferred contract acquisition costs as of July 31, 2024		$	33,647

(11) Fair Value Measurements

ASC Topic 820,Fair Value Measurements and Disclosures ("ASC 820") establishes a fair value hierarchy that prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are information that reflect the assumptions that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are variables that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The three levels of the fair value hierarchy established by ASC 820 in order of priority are as follows:

●

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

●

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

●

Level 3: Unobservable inputs that reflect the Company's assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

The following summarizes the Company's assets and liabilities that are measured at fair value on a recurring basis as of July 31, 2024 and are categorized using the fair value hierarchy (in thousands):

		Level 1			Level 2			Level 3
Description		Measurements			Measurements			Measurements			Total
Cash and cash equivalents		$	122,652			$	-			$	-			$	122,652
Restricted cash			7,491				-				-				7,491
Interest rate swaps - asset (liability)			-				2,442				-				2,442
Total assets and (liabilities) recorded at fair value		$	130,143			$	2,442			$	-			$	132,585

Cash, Cash Equivalents and Restricted Cash

The cost of our cash, cash equivalents and restricted cash agreed to the estimated fair value as of July 31, 2024. Refer to Note 2 "Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash" in our 2024 Form 10-K for additional detail.

Interest Rate Swaps

On June 17, 2022, the Company entered into twofixed-rate interest rate swap agreements to change the Secured Overnight Financing Rate ("SOFR")-based component of the interest rate on a portion of the Company's variable rate debt to a fixed rate (the "Interest Rate Swaps"). The Interest Rate Swaps have a combined notional value of $300.0 million and a maturity date of June 5, 2027. The objective of the Interest Rate Swaps is to eliminate the variability of cash flows in interest payments on $300.0 million of variable rate debt attributable to changes in benchmark one-month SOFR interest rates. The hedged risk is the exposure to changes in interest payments, attributable to fluctuations in benchmark SOFR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to offset changes in cash flows of the variable rate debt. The Interest Rate Swaps are not designated as a cash flow hedge and changes in the fair value of the interest rate swaps are recorded in earnings each period. For the three and six months ended July 31, 2024, the Company recognized a non-cash loss of $6.5 million and a non-cash gain of $1.2 million attributable to the Interest Rate Swaps, respectively. For the three and six months ended July 31, 2023, the Company recognized a non-cash gain of $6.9 million and $7.2 million attributable to the Interest Rate Swaps, respectively.

The inputs for determining fair value of the Interest Rate Swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. The counterparties to these derivative contracts are highly rated financial institutions which we believe carry only a minimal risk of nonperformance.

Depending on whether the Interest Rate Swaps are in an asset or liability position as of the end of a reporting period, they are included in either the captions "Other assets" or "Other long-term liabilities" on the Company's condensed consolidated balance sheets.

Other Fair Value Instruments

The Company currently invests excess cash balances primarily in money market funds invested in United States Treasury securities and United States Treasury securities repurchase agreements, as well as cash deposits held at major banks. The carrying amounts of cash and cash equivalents, trade receivables, trade payables and accrued liabilities, as reported on the condensed consolidated balance sheet as of July 31, 2024, approximate their fair value because of the short maturity of those instruments.

Our long-term debt is a financial instrument, and the fair value of the Company's outstanding principal as of July 31, 2024 was $476.2 million. This fair value is determined based on inputs that are classified as Level 2 within the fair value hierarchy.

(12) Segment Information

ASC 280,Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), in determining how to allocate resources and in assessing performance. The Company's CODM is its Principal Executive Officer. The Company's CODM evaluates results using the operating segment structure as the primary basis for which the allocation of resources and financial results are assessed.

The Company has organized its business into twosegments: Talent Development Solutions (formerly known as Content & Platform) and Global Knowledge (formerly known as Instructor-Led Training). Both of the Company's segments market and sell their offerings globally to businesses of many sizes, government agencies, educational institutions and resellers with a worldwide sales force positioned to offer the combinations that best meet customer needs. The CODM primarily uses revenues and operating income as measures to evaluate financial results and allocation of resources. The Company allocates certain operating expenses to the reportable segments, including general and administrative costs based on the usage and relative contribution provided to the segments. There are no intercompany revenue transactions reported between the Company's reportable segments.

The Talent Development Solutions business engages in the sale, marketing and delivery of its content learning solutions, in areas such as Leadership and Business, Technology and Developer and Compliance. This includes individualized coaching as well as technical skill areas assumed in the Codecademy acquisition. In addition, Talent Development Solutions offers Percipio, an artificial intelligence ("AI")-driven online learning platform that delivers an immersive learning experience through SaaS solutions. It leverages its highly engaging content, curated into nearly 700 learning paths (channels) that are continuously updated to ensure customers always have access to the latest information.

The Global Knowledge business offers training solutions covering information technology and business skills for corporations and their employees. Global Knowledge guides its customers throughout their lifelong technology learning journey by offering relevant and up-to-date skills training through instructor-led (in-person "classroom" or online "virtual") and self-paced ("on-demand"), vendor certified, and other proprietary offerings. Global Knowledge offers a wide breadth of training topics and delivery modalities both on a transactional and subscription basis.

The following presents summary results for each of the segments for the three and six months ended July 31, 2024 and July 31, 2023:

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Talent Development Solutions
Revenues		$	101,652			$	103,188			$	199,727			$	201,761
Operating expenses			119,772				122,077				241,149				251,601
Operating income (loss)			(18,120	)			(18,889	)			(41,422	)			(49,840	)
Global Knowledge
Revenues			30,571				37,999				60,289				74,980
Operating expenses			31,779				44,408				62,027				85,820
Operating income (loss)			(1,208	)			(6,409	)			(1,738	)			(10,840	)
Consolidated
Revenues			132,223				141,187				260,016				276,741
Operating expenses			151,551				166,485				303,176				337,421
Operating income (loss)			(19,328	)			(25,298	)			(43,160	)			(60,680	)
Other income (expense), net			(418	)			(934	)			1,799				(1,309	)
Interest expense, net			(15,370	)			(15,384	)			(30,720	)			(30,675	)
Fair value adjustment of warrants			-				793				-				3,645
Fair value adjustment of interest rate swaps			(6,506	)			6,935				1,240				7,205
(Provision for) benefit from income taxes			2,056				1,889				3,639				6,273
Net income (loss) from continuing operations			(39,566	)			(31,999	)			(67,202	)			(75,541	)
Gain (loss) on sale of business			-				-				-				(682	)
Net income (loss)		$	(39,566	)		$	(31,999	)		$	(67,202	)		$	(76,223	)

Talent Development Solutions' segment depreciation for the three and six months ended July 31, 2024 was $0.5 million and $1.0 million, respectively. Talent Development Solutions' segment depreciation for the three and six months ended July 31, 2023 was $0.6 million and $1.4 million, respectively.

Global Knowledge's segment depreciation for the three and six months ended July 31, 2024 was $0.2 million and $0.4 million, respectively. Global Knowledge's segment depreciation for the three and six months ended July 31, 2023 was $0.5 million and $0.9 million, respectively.

The Company's segment assets primarily consist of cash and cash equivalents, accounts receivable, prepaid expenses, deferred taxes, property and equipment, goodwill and intangible assets. The following sets forth the Company's segment assets as of July 31, 2024 and January 31, 2024 (in thousands):

		July 31, 2024			January 31, 2024
Talent Development Solutions		$	1,028,073			$	1,168,671
Global Knowledge			98,319				104,963
Total assets		$	1,126,392			$	1,273,634

The following sets forth the Company's long-lived tangible assets by geographic region as of July 31, 2024 and January 31, 2024 (in thousands):

		July 31, 2024			January 31, 2024
United States		$	1,537			$	3,311
Rest of world			2,782				3,328
Total long-lived tangible assets		$	4,319			$	6,639

(13) Net Loss Per Share

Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options, and shares issuable under the employee stock purchase plan using the treasury stock method.

The following sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Net income (loss) from continuing operations		$	(39,566	)		$	(31,999	)		$	(67,202	)		$	(75,541	)
Net income (loss) from discontinued operations			-				-				-				(682	)
Net income (loss)		$	(39,566	)		$	(31,999	)		$	(67,202	)		$	(76,223	)
Weighted average common shares outstanding:
Ordinary - Basic and diluted			8,180				8,005				8,135				8,042
Net income (loss) per share:
Ordinary - Basic and diluted - Continuing operations		$	(4.84	)		$	(4.00	)		$	(8.26	)		$	(9.39	)
Ordinary - Basic and diluted - Discontinued operations			-				-				-				(0.09	)
Ordinary - Basic and diluted		$	(4.84	)		$	(4.00	)		$	(8.26	)		$	(9.48	)

During the three and six months ended July 31, 2024 and July 31, 2023, the Company incurred net losses and, therefore, the effect of the Company's potentially dilutive securities was notincluded in the calculation of diluted loss per share as the effect would be anti-dilutive. The following contains share/unit totals with a potentially dilutive impact, which excludes the effect of the treasury stock method (in thousands):

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Common stock underlying warrants			3,098				3,098				3,098				3,098
Stock options			63				101				72				105
RSUs			1,002				1,094				986				877
Total			4,163				4,293				4,156				4,080

(14) Related Party Transactions

Agreementwith Largest Shareholder

On January 31, 2022, Skillsoft entered into a commercial agreement to provide off-the-shelf Skillsoft products to the Company's largest shareholder, MIH Learning B.V., and its affiliates for $0.7 million over threeyears.

(15) Subsequent Events

As previously announced, effective April 16, 2024, the Board of Directors of the Company appointed Ronald W. Hovsepian as the Company's interim Principal Executive Officer and Executive Chairman. On September 4, 2024, the Company entered into a letter agreement with Mr. Hovsepian, pursuant to which he will serve as our Executive Chair and Chief Executive Officer.

In addition to the above, the Company has completed an evaluation of all subsequent events after the balance sheet date of July 31, 2024through the date this Quarterly Report on Form 10-Q was filed with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of July 31, 2024, and events which occurred subsequently but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis ("MD&A") is intended to help the reader understand the financial condition of Skillsoft Corp. as of July 31, 2024, compared with January 31, 2024, and the results of operations for the three and six months ended July 31, 2024, compared with the corresponding periods in 2023. Unless otherwise stated or the context otherwise requires, "Skillsoft", "Company", "we", "our" or "us" refers to Skillsoft Corp. and its consolidated subsidiaries.

The MD&A is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and the accompanying notes to the condensed consolidated financial statements ("Notes") presented in "Part I - Item 1. Financial Statements"; our Form 10-K (as amended) for the year ended January 31, 2024 ("2024 Form 10-K"); and other reports filed with the Securities and Exchange Commission ("SEC"). For more detailed information on the risks and uncertainties associated with the Company's business activities, see the risks described in "Part I - Item 1A. Risk Factors" in our 2024 Form 10-K.

Unless otherwise noted, amounts referenced in this discussion, other than in reference to share numbers, are in thousands.

General

At Skillsoft, we propel organizations and people to grow together through transformative learning experiences. We drive continuous growth and performance for employees and their organizations by helping them overcome critical skills gaps, unlock human potential, and invigorate the workforce to meet today's challenges and tomorrow's opportunities.

We do this through a holistic, enterprise-wide approach to skills development that delivers measurable outcomes. At Skillsoft, we:

●

Offer a framework and methodology to benchmark current skills profiles across the enterprise and track outcomes of new skills initiatives over time;

●

Provide transformative learning experiences across knowledge domains, in modalities ranging from video and audio to instructor-led training, coaching, and practice labs; and

●

Deliver personalized skill pathways tailored to the unique needs of every learner across the organization - from leaders to frontline workers.

Skillsoft serves as a trusted partner to approximately 60% of the Fortune 1000, supporting the most sought-after competencies: leadership and business skills, technology skills, and essential safety and risk management compliance. We address the full continuum of market needs, from functional and tactical learning initiatives to enterprise-wide strategic skills transformations. We leverage various learning modalities adaptable to different employee preferences, schedules, and learning styles. Our content is continuously updated with the latest expert insights, information, and training methods.

Today's learners want the right learning experience, delivered when, where, and how they want it. That is why our approach is mobile-first, and our expert-curated, cloud-based content is served on an open platform that reaches learners wherever they are.

Additionally, we utilize modern and innovative technologies - including generative Artificial Intelligence ("GenAI") - across our solutions to address new and emerging customer needs and to differentiate ourselves in the market.

We have a community of more than 90 million learners in more than 150 countries that learn in more than 30 languages. As often as they need or want, learners turn to Skillsoft to acquire critical job skills in the flow of work, and grow as leaders, employees, and people. We have helped fuel performance and career growth for more than 25 years.

For more details, refer to "Part I - Item 1. Business" in our 2024 Form 10-K.

Results of Operations

Our results of operations as reported in our condensed consolidated financial statements for these periods are prepared in accordance with GAAP.

The following sets forth certain items from our condensed consolidated statements of operations as a percentage of total revenues for the periods indicated:

		Three Months Ended July 31,			Six Months Ended July 31,
		2024			2023			2024			2023
Revenues:
Total revenues			100.0	%			100.0	%			100.0	%			100.0	%
Operating expenses:
Costs of revenues			24.6	%			28.7	%			25.7	%			28.3	%
Content and software development			11.3	%			12.7	%			11.7	%			12.6	%
Selling and marketing			30.8	%			28.6	%			31.9	%			31.2	%
General and administrative			14.7	%			17.8	%			17.3	%			18.2	%
Amortization of intangible assets			24.0	%			27.8	%			24.4	%			28.0	%
Acquisition and integration related costs			0.7	%			0.7	%			0.9	%			0.8	%
Restructuring			8.5	%			1.8	%			4.7	%			2.8	%
Total operating expenses			114.6	%			118.1	%			116.6	%			121.9	%
Operating income (loss)			(14.6	)%			(18.1	)%			(16.6	)%			(21.9	)%
Other income (expense), net			(0.3	)%			(0.7	)%			0.7	%			(0.5	)%
Fair value adjustment of warrants			0.0	%			0.6	%			0.0	%			1.3	%
Fair value adjustment of interest rate swaps			(4.9	)%			4.9	%			0.5	%			2.6	%
Interest income			0.8	%			0.6	%			0.8	%			0.5	%
Interest expense			(12.4	)%			(11.5	)%			(12.6	)%			(11.6	)%
Income (loss) before provision for (benefit from) income taxes			(31.4	)%			(24.2	)%			(27.2	)%			(29.6	)%
Provision for (benefit from) income taxes			(1.6	)%			(1.3	)%			(1.4	)%			(2.3	)%
Income (loss) from continuing operations			(29.8	)%			(22.9	)%			(25.8	)%			(27.3	)%
Gain (loss) on sale of business			0.0	%			0.0	%			0.0	%			(0.2	)%
Net income (loss)			(29.8	)%			(22.9	)%			(25.8	)%			(27.5	)%

Revenues

We provide, through our Talent Development Solutionsand Global Knowledgesegments, enterprise learning solutions designed to prepare organizations for the future of work, and to overcome critical skills gaps, drive demonstrable behavior-change, and unlock the potential in their people.

Our Talent Development Solutionssegment generates revenues from its comprehensive suite of premium, original, and authorized partner content, featuring one of the deepest libraries of leadership and business, technology and development, and compliance curricula. With access to a broad spectrum of learning options (including video, audio, books, bootcamps, live events, and practice labs), organizations can meaningfully increase learner engagement and retention. Talent Development Solutions' offerings are predominantly delivered through Percipio, our award-winning, AI-driven, immersive learning platform purpose built to make learning easier, more accessible, and more effective. In addition, we also have proprietary platforms used for our Codecademy and Skillsoft Coaching offerings. Our learning solutions are typically sold on a subscription basis for a fixed term.

Our Global Knowledge segment generates revenues from virtual, in-classroom, and on-demand training solutions geared at foundational, practitioner and expert information technology professionals. Our offerings include authorized content from various partners aimed at providing professional certifications for individuals that successfully complete all requirements. Global Knowledge's digital and in-classroom learning solutions provide enterprises, government agencies, and educational institutions a broad selection of customizable courses to meet their technology and development needs.

Subscription and Non-Subscription Revenue

Software as a service ("SaaS") Subscription Revenue. Represents revenue generated from contracts specifying a minimum fixed fee for services delivered over the life of the contract. The initial term of enterprise contracts is generally one to three years and is usually non-cancellable for the term of the subscription. The fixed fee is commonly paid upfront on an annual basis. These contracts typically consist of subscriptions to our various offerings which provide access to our SaaS and coaching platforms, associated content and services, over the contract term.

Non-Subscription Revenue. Primarily comprised of instructor-led trainingofferings, which consist of both in-person and virtual environments. Instructor-led training, including virtual offerings, are first scheduled, then delivered later, with revenue realized on the delivery date. Non-subscription revenues also include professional services related to implementation of our products and subsequent, ongoing consulting engagements. Our non-subscription services complement our subscription business in creating strong and comprehensive customer relationships.

The following is a summary of our revenues by product and service type for the periods indicated (in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
SaaS subscription revenues:
Talent Development Solutions		$	95,642			$	98,032			$	(2,390	)			(2.4	)%		$	188,804			$	191,851			$	(3,047	)			(1.6	)%
Total subscription revenues			95,642				98,032				(2,390	)			(2.4	)%			188,804				191,851				(3,047	)			(1.6	)%
Non-subscription revenues:
Global Knowledge			30,571				37,999				(7,428	)			(19.5	)%			60,289				74,980				(14,691	)			(19.6	)%
Talent Development Solutions			6,010				5,156				854				16.6	%			10,923				9,910				1,013				10.2	%
Total non-subscription revenues			36,581				43,155				(6,574	)			(15.2	)%			71,212				84,890				(13,678	)			(16.1	)%
Total revenues		$	132,223			$	141,187			$	(8,964	)			(6.3	)%		$	260,016			$	276,741			$	(16,725	)			(6.0	)%

The total decline in revenues, when comparing the three and six months ended July 31, 2024 and 2023, in our Global Knowledge segment was primarily due to weaker market demand, as well as a higher mix of reseller business, which is recorded in revenue net of fees. When comparing these same periods, the reduction in our Talent Development Solutions segment total revenues was primarily the result of actions taken by us to focus on the more profitable parts of this market.

Operating Expenses

For the corporate level operating expenses that we can directly attribute to our two segments, such costs are allocated accordingly between Talent Development Solutions and Global Knowledge. However, in other cases, these corporate level operating expenses are reported in the Talent Development Solutions segment.

On July 11, 2024, the Company announced a comprehensive resource reallocation plan expected to result in more than $45 million of annualized cost savings, of which we intend to reinvest up to half in strategic growth initiatives.

Summary of operating expenses

The following provides select operating expenses (in thousands, except percentages), which are discussed in the associated captions that immediately follow:

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Cost of revenues		$	32,471			$	40,467			$	(7,996	)			(19.8	)%		$	66,942			$	78,291			$	(11,349	)			(14.5	)%
Content and software development expenses			14,993				17,863				(2,870	)			(16.1	)%			30,499				34,898				(4,399	)			(12.6	)%
Selling and marketing expenses			40,684				40,411				273				0.7	%			82,976				86,338				(3,362	)			(3.9	)%
General and administrative expenses			19,395				25,085				(5,690	)			(22.7	)%			44,704				50,381				(5,677	)			(11.3	)%
Amortization of intangible assets			31,788				39,221				(7,433	)			(19.0	)%			63,371				77,466				(14,095	)			(18.2	)%
Acquisition and integration related costs			921				937				(16	)			(1.7	)%			2,418				2,328				90				3.9	%
Restructuring			11,299				2,501				8,798				351.8	%			12,266				7,719				4,547				58.9	%
Total operating expenses		$	151,551			$	166,485			$	(14,934	)			(9.0	)%		$	303,176			$	337,421			$	(34,245	)			(10.1	)%

Cost of revenues

Cost of revenues consists primarily of employee salaries and benefits for hosting operations, professional service and customer support personnel; royalties; hosting and software maintenance services; facilities and utilities costs; consulting services; and instructor fees, course materials, logistics costs and overhead costs associated with virtual, in-classroom, and on-demand training solutions. The following provides details regarding the changes in components of cost of revenues (in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Courseware, instructor fees and outside services		$	15,215			$	21,778			$	(6,563	)			(30.1	)%		$	32,174			$	41,450			$	(9,276	)			(22.4	)%
Compensation and benefits			13,444				14,123				(679	)			(4.8	)%			27,019				27,539				(520	)			(1.9	)%
Hosting and software maintenance			2,914				2,926				(12	)			(0.4	)%			5,878				5,785				93				1.6	%
Facilities, utilities and other			898				1,640				(742	)			(45.2	)%			1,871				3,517				(1,646	)			(46.8	)%
Total cost of revenues		$	32,471			$	40,467			$	(7,996	)			(19.8	)%		$	66,942			$	78,291			$	(11,349	)			(14.5	)%

The decreases in courseware, instructor fees and outside services and compensation and benefits, when comparing the three and six months ended July 31, 2024 to the same periods in2023, were primarily attributable to the decline in our Talent Development Solutions and Global Knowledge segment revenues as discussed in Subscription and Non-Subscription Revenue above. The decrease in facilities and utilities expenses, when comparing the three and six months ended July 31, 2024 to the same period in 2023, was primarily attributable to cost savings from consolidation of our facilities.

Content and software development

Content and software development expenses include costs associated with the development of new products and the enhancement of existing products, consisting primarily of employee salaries and benefits; development-related professional services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of content and software development expenses (in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Compensation and benefits			11,266			$	13,128			$	(1,862	)			(14.2	)%		$	22,962			$	26,004			$	(3,042	)			(11.7	)%
Consulting and outside services			2,996				2,962				34				1.1	%			5,401				5,277				124				2.3	%
Facilities, utilities and other			88				817				(729	)			(89.2	)%			561				2,090				(1,529	)			(73.2	)%
Software maintenance			643				956				(313	)			(32.7	)%			1,575				1,527				48				3.1	%
Total content and software development expenses		$	14,993			$	17,863			$	(2,870	)			(16.1	)%		$	30,499			$	34,898			$	(4,399	)			(12.6	)%

The decreases in compensation and benefits, when comparing the three and six months ended July 31, 2024 to the same periods in2023, wereprimarily a result of lower headcount (a portion of which was attributable to the comprehensive resource reallocation plan discussed above) and lower stock-compensation expense due to forfeitures and lower grants of share-based payment awards. The decrease in facilities and utilities expenses, when comparing these same periods, was primarily attributable to cost savings from consolidation of our facilities.

Selling and marketing

Selling and marketing ("S&M")expenses consist primarily of employee salaries and benefits for selling, marketing and pre-sales support personnel; commissions; travel expenses; advertising and promotional expenses; consulting and outside services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of S&M expenses (in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Compensation and benefits		$	29,584			$	27,036			$	2,548				9.4	%		$	61,157			$	60,870			$	287				0.5	%
Advertising and promotions			6,228				7,670				(1,442	)			(18.8	)%			11,733				14,305				(2,572	)			(18.0	)%
Software maintenance			3,575				3,230				345				10.7	%			7,336				6,219				1,117				18.0	%
Consulting and outside services			784				1,148				(364	)			(31.7	)%			1,432				2,442				(1,010	)			(41.4	)%
Facilities, utilities and other			513				1,327				(814	)			(61.3	)%			1,318				2,502				(1,184	)			(47.3	)%
Total S&M expenses		$	40,684			$	40,411			$	273				0.7	%		$	82,976			$	86,338			$	(3,362	)			(3.9	)%

The decreases in advertising and promotions and consulting and outside services, when comparing the three and six months ended July 31, 2024 to the same periods in2023, were primarily attributable to proactive reductions in branding initiatives and paid media spend. The decrease in facilities and utilities expenses, when comparing the three and six months ended July 31, 2024 to the same periods in2023, was primarily attributable to cost savings from consolidation of our facilities. These decreases were partially offset by the increase in software maintenance, which was primarily the result of investments in our go-to-market transformation activities and enablement programs. In addition, the increase in compensation and benefits, when comparing the three and six months ended July 31, 2024 to the same period in 2023, was primarilydue to a S&M executive forfeiture of a share-based payment award that lowered stock-compensation expense during the three months ended July 31, 2023.

General and administrative

General and administrative ("G&A") expenses consist primarily of employee salaries and benefits for executive, finance, administrative, and legal personnel; audit, legal and consulting fees; insurance; franchise, sales and property taxes; facilities costs; and depreciation. The following provides details regarding the changes in components of G&A expenses (in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Compensation and benefits		$	12,251			$	16,754			$	(4,503	)			(26.9	)%		$	29,033			$	31,535			$	(2,502	)			(7.9	)%
Consulting and outside services			4,355				5,135				(780	)			(15.2	)%			9,739				11,718				(1,979	)			(16.9	)%
Insurance			723				944				(221	)			(23.4	)%			1,444				2,247				(803	)			(35.7	)%
Facilities, utilities and other			515				916				(401	)			(43.8	)%			1,150				2,177				(1,027	)			(47.2	)%
Software maintenance			1,279				1,087				192				17.7	%			2,598				1,980				618				31.2	%
Franchise, sales, and property tax			272				249				23				9.2	%			740				724				16				2.2	%
Total G&A expenses		$	19,395			$	25,085			$	(5,690	)			(22.7	)%		$	44,704			$	50,381			$	(5,677	)			(11.3	)%

The decreases in compensation and benefits, when comparing the three and six months ended July 31, 2024 to the same periods in2023, wereprimarily a result of lower stock-compensation expense due to forfeitures and lower grants of share-based payment awards, partially offset by severance costs for the former Chief Executive Officer whose employment with the Company ended on May 9, 2024. The Company's integration and restructuring activities, including cost savings from consolidation of our facilities and lower insurance also contributed to the overall decline in G&A expenses. When comparing these same periods, the reduction in consulting and outside services were partially offset by an increases to compensation and benefits (even though it declined in total as discussed above). Further, while increases in software maintenance, when comparing these same periods, primarily reflect investments in technology.

Amortization of intangible assets

Intangible assets arising from business combinations are developed technology, customer-related intangibles, trade names and other identifiable intangible assets with finite lives. These intangible assets are amortized over the estimated useful lives of such assets. We also capitalize certain internal use software development costs related to our SaaS platform incurred during the application development stage. The internal use software is amortized on a straight-line basis over its estimated useful life.

The decrease in amortization of intangible assets, when comparing the three and six months ended July 31, 2024 to the same periods in2023, was primarily due to certain intangible assets becoming fully amortized or written down as a result of impairment during the fourth quarter of fiscal 2024.

Acquisition and integration related costs

Acquisition and integration related costs consist of professional fees for legal, investment banking and other advisor costs incurred in connection with the business combinations completed in April 2022 and June 2021 and the subsequent integration related activities. The changes in acquisition and integration related costs were primarily due to the timing of these aforementioned activities.

Restructuring

As discussed above, on July 11, 2024, the Company announced a comprehensive resource reallocation plan. In connection with this plan and the acquisition integration process and our workplace flexibility policy, we continued our initiatives and commitment to reduce our costs and better align operating expenses with existing economic conditions and our operating model to improve operating efficiency, competitiveness and business profitability. These included workforce reductions and consolidation of facilities as we adopted new work arrangements for certain locations. The restructuring charges for the three and six months ended July 31, 2024 totaling $11.3 million and $12.3 million, respectively, are substantially all related to severance costs of terminated employees and lease termination and lease impairment charges. The restructuring charges for the three and six months ended July 31, 2023 totaling $2.5million and $7.7 million, respectively, were substantially all related to severance costs of terminated employees and lease termination and lease impairment charges.

Interest and other

Interest and other, net, consists of gain or loss on derivative instruments, interest income, interest expense, and other expense and income (in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Other income (expense), net		$	(418	)		$	(934	)		$	516				(55.2	)%		$	1,799			$	(1,309	)		$	3,108				(237.4	)%
Interest income			1,045				871				174				20.0	%			1,973				1,516				457				30.1	%
Interest expense			(16,415	)			(16,255	)			(160	)			1.0	%			(32,693	)			(32,191	)			(502	)			1.6	%

The other income (expense), net was primarily the foreign exchange gains and losses (specifically, resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities), which fluctuates as the U.S. dollar appreciates or depreciates against other currencies. Interest income for the three and six months ended July 31, 2024 compared to the corresponding prior year periods, increased primarily due to the use of money market investments to realize increased returns on cash balances. The increase in interest expense, when comparing the three and six months ended July 31, 2024 to the corresponding periods in 2023, was primarily due to higher interest rates. As a result of the interest rate swaps we executed on June 17, 2022, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Fair value adjustment of warrants

The gains attributable to warrants are primarily a result of the Company's underlying common stock performance during the three and six months ended July 31, 2023. As of January 31, 2024, the fair value of our liability-classified warrants was insignificant, however prior to then they were marked-to-market at each balance sheet date, with gains and losses being recorded in current period earnings.

Fair value adjustment of interest rate swaps

We entered into two fixed-rate interest rate swap agreements on June 17, 2022 for a combined notional amount of $300 million and a maturity date of June 5, 2027. The objective of the interest rate swaps is to eliminate fluctuations in cash flows for interest payments on $300 million of variable rate debt attributable to changes in benchmark one-month Secured Overnight Financing Rate ("SOFR") interest rates. The interest rate swaps are not designated for hedge accounting and are carried on the statement of financial position at their fair value. Unrealized gains and losses from changes in fair value of the interest rate swaps, which arise from variations in the forward-looking yield curve, are included in the income statement as they occur.

The gains (losses) reflected for the change in value of the interest rate swaps are primarily attributable to increases (decreases) in the expectation for one-month SOFR interest rates through June 5, 2027, during the six months ended July 31, 2024 and 2023.

Gain on sale of business

On June 12, 2022, we entered into the Purchase Agreement to sell our SumTotal business to a third party for $200 million in cash, subject to adjustments set forth in the Purchase Agreement. The sale was completed on August 15, 2022. Net proceeds from the sale were $174.9 million, after final working capital adjustments in April 2023. In accordance with ASC 810, Consolidation ("ASC 810"), we recorded a gain on sale upon completion of the transaction. The $55.9 million gain, including a loss of $0.7 million recognized in the first quarter of fiscal 2024, was calculated by measuring the difference between the fair value of consideration received less the carrying amount of assets and liabilities sold.

Provision for (benefit from) income taxes

The following provides select provision for (benefit from) income taxes information(in thousands, except percentages):

										Dollar															Dollar
		Three Months Ended July 31,			Increase			Percent			Six Months Ended July 31,			Increase			Percent
		2024			2023			(Decrease)			Change			2024			2023			(Decrease)			Change
Provision for (benefit from) income taxes		$	(2,056	)		$	(1,889	)		$	(167	)			8.8	%		$	(3,639	)		$	(6,273	)		$	2,634				(42.0	)%
Effective income tax rate			4.9	%			5.6	%											5.1	%			7.7	%

The effective income tax rate for the three and six months ended July 31, 2024 and 2023 differed from the United States federal statutory rate of 21.0% due primarily to the impact of non-deductible items, foreign rate differential, changes in uncertain tax positions, and changes in the valuation allowance on the Company's deferred tax assets.

As of July 31, 2024, we had $122.7 million of cash and cash equivalents on hand. Our investment policy is approved by the Board of Directors and reviewed annually by the Audit Committee. Our current investment policy's primary objectives when investing excess cash are, in order of importance: (1) preservation of capital and protection of principal; (2) maintenance of liquidity that is sufficient to meet cash flow needs; and (3) maximize rate of return. Pursuant to this policy, as of July 31, 2024, most of our cash and cash equivalents were held at large financial institutions with high rating agency designations and our exposure to regional banks was not significant. We have funded operations primarily through the use of cash collected from our customers and the proceeds received from the Term Loan Facility, supplemented with borrowings under our accounts receivable facility. Our cash requirements vary depending on factors such as the growth of the business, changes in working capital and capital expenditures. We expect to operate the business and execute our strategic initiatives principally with funds generated from operations and supplemented by borrowings up to a maximum of $75.0 million under our accounts receivable facility. We anticipate that we will have sufficient internal and external sources of liquidity to fund operations and anticipated working capital and other expected cash needs for at least the next twelve months, as well as for the foreseeable future with capital sources currently available.

The First Amendment provided for the incurrence of up to $160 million of Term B-1 Loans (the "Term B-1 Loans") under the Amended Credit Agreement. In addition, the First Amendment, among other things, (a) provided for early opt-in to SOFR subject to a 0.75% floor, for the existing term loans under the Credit Agreement (such existing term loans together with the Term B-1 Loans, the "Initial Term Loans") and (b) provided for the applicable margin for the Initial Term Loans at 4.25% with respect to base rate borrowings and 5.25% with respect to SOFR borrowings.

Share Repurchase Authorization

On July 10, 2024, the Board of Directors authorized and approved a share repurchase authorization for up to $10 million of the Company's outstanding shares of Class A common stock. The share repurchase authorization commenced on July 11, 2024, and will terminate on the fourth anniversary of such date. Under the share repurchase authorization, we may purchase shares of Class A common stock in the open market, in private negotiated transactions, or by other means from time to time. We cannot predict when or if we will repurchase any shares of Class A common stock. The timing and number of shares of Class A common stock that may be purchased will depend on a variety of factors, including the share price of the Class A common stock, general market conditions, alternative uses for capital, our financial performance, and other considerations. This authorization does not obligate us to purchase any minimum number of shares of Class A common stock, and the authorization may be suspended, modified, or discontinued at any time without prior notice. As of July 31, 2024, no Class A common stock had been repurchased under the share repurchase authorization.

Cash Flows

The following summarizes our cash flows for the periods presented (in thousands):

		Six Months Ended July 31,
		2024			2023
Net cash provided by (used in) operating activities		$	3,497			$	1,985
Net cash provided by (used in) investing activities			(9,195	)			(14,494	)
Net cash provided by (used in) financing activities			(8,255	)			(11,730	)
Effect of foreign currency exchange rates on cash and cash equivalents			(2,427	)			(472	)
Net increase (decrease) in cash and cash equivalents and restricted cash		$	(16,380	)		$	(24,711	)

Cash flows from operating activities

The increase incash flows from operating activities in the six months ended July 31, 2024 compared to the same period in2023, was primarily the result of the timing of working capital settlements.

Cash flows from investing activities

Cash flows from investing activities in the six months ended July 31, 2024include $8.8million of cash payments for internally developed software.

Cash flows from investing activities for the six months ended July 31, 2023 include $5.6 million of cash payments for internally developed software and net cash transferred of $5.1 million related to the completion of the SumTotal sale.

Our purchases of property and equipment largely consist of computer hardware and software, as well as capitalized software development costs, to support content and software development activities.

The decrease in cash flows used in investing activities was primarily due to the purchase of property and equipment and the sale of our former SumTotal business during the six months ended July 31, 2023, partially offset by our increased investment in internally developed software during the six months ended July 31, 2024.

Cash flows from financing activities

Cash flows from financing activities consist primarily of borrowings and repayments under our debt facilities and our accounts receivable facility, and payments for share repurchases.

The decrease in cash flows used in financing activities was primarily due to the acquisition of treasury stock during the six months ended July 31, 2023, partially offset by payments on our accounts receivable facility during the six months ended July 31, 2024.

Contractual and Commercial Obligations

The scheduled maturities of our debt and future minimum rental commitments under non-cancelable lease agreements as of July 31, 2024 were as set forth below (in thousands):

		Payments due by Fiscal Year
		Total			Remainder of 2025			2026-2027			2028-2029			Thereafter
Term Loan Facility		$	591,399			$	3,202			$	11,207			$	576,990			$	-
Operating leases			11,515				1,804				3,717				2,836				3,158
Total		$	602,914			$	5,006			$	14,924			$	579,826			$	3,158

Contingencies

From time to time, we are a party to or may be threatened with litigation in the ordinary course of our business. We regularly analyze then current information, including, as applicable, our defense and insurance coverage and, as necessary, provide accruals for probable and estimable liabilities for the eventual disposition of these matters. For information regarding legal proceedings see Note 6 - "Leases, Commitments and Contingencies".

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and the related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements, and the reported amounts of assets, liabilities, revenues and expenses during the reporting period. We regularly reevaluate our estimates and judgments, including those related to the following: business combinations, revenue recognition, impairment of goodwill and intangible assets, income tax assets and liabilities, and restructuring charges and accruals. We base our estimates and judgments on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities and the amounts of revenues and expenses that are not readily apparent from other sources. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, or results of operations could be impacted.

We believe the following critical accounting estimates most significantly affect the portrayal of our financial condition and involve our most difficult and subjective estimates and judgments.

Revenue recognition

The Company enters into contracts that provide customers access to a broad spectrum of learning options including cloud-based learning content, talent management solutions, virtual, on-demand and classroom training, and individualized coaching. The Company recognizes revenue that reflects the consideration that we expect to be entitled to receive in exchange for these services. We apply judgment in determining our customer's ability and intent to pay, which is based on a variety of factors, including the customer's historical payment experience, credit, or financial information. The Company is not required to exercise significant judgment in determining the timing for the satisfaction of performance obligations or the transaction price.

The Company's cloud-based solutions generally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services and, as a result, are accounted for as service arrangements. Access to the platform and course content represents a series of distinct services as the Company continually provides access to, and fulfills its obligation to, the end customer over the subscription term. The series of distinct services represents a single performance obligation that is satisfied over time. Accordingly, the fixed consideration related to subscription revenue is generally recognized on a straight-line basis over the contract term, beginning on the date the service is made available to the customer. The Company's subscription contracts typically vary from one year to three years. The Company's cloud-based solutions arrangements are generally non-cancellable and non-refundable.

Revenue from virtual, on-demand and classroom training, and individualized coaching is recognized in the period in which the services are rendered. The Company also sells professional services related to its cloud solutions which are typically considered distinct performance obligations and are recognized over time as services are performed. For fixed-price contracts, revenue is recognized over time based on a measure of progress that reasonably reflects our advancement toward satisfying the performance obligation.

While the majority of the Company's revenue relates to SaaS subscription services where the entire arrangement fee is recognized on a ratable basis over the contractual term, the Company sometimes enters into contractual arrangements that have multiple distinct performance obligations, one or more of which have different periods over which the services or products are delivered. These arrangements may include a combination of subscriptions and non-subscription products such as professional services. The Company allocates the transaction price of the arrangement based on the relative estimated standalone selling price of each distinct performance obligation.

Reimbursements received from customers for out-of-pocket expenses are recorded as revenues, with related costs recorded as cost of revenues. The Company presents revenues net of any taxes collected from customers and remitted to government authorities.

As the Company's contractual agreements predominantly call for advanced billing, contract assets are rarely generated.

Intangible assets, including goodwill

We recognize the excess of the purchase price, plus the fair value of any noncontrolling interest in an acquiree, over the fair value of identifiable net assets acquired, which includes the fair value of specifically identifiable intangible assets, as goodwill.

The Company amortizes its finite-lived intangible assets, including customer contracts and internally developed software, over their estimated useful life. The Company reviews the carrying values of intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator.

In addition, the Company reviews the carrying values of its indefinite-lived intangible assets, including goodwill and certain trademarks, during the fourth quarter of each fiscal year for impairment, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist and reassesses their classification as indefinite-lived assets.

If current discount rates rise or if relevant market-based inputs for our impairment assessment worsen, subsequent reviews of goodwill and intangibles could result in impairment. Factors that could result in an impairment include, but are not limited to, the following:

	●	Prolonged period of our estimated fair value of our reporting units exceeding our market capitalization;
	●	Lower expectations for future profitability of bookings or EBITDA, which in part, could be impacted by legislative, regulatory or tax changes that affect the cost of, or demand for, products and services as well as the loss of key personnel;
	●	Deterioration in key assumptions used in our income approach estimates of fair value, such as higher discount rates from higher stock market volatility; and
	●	Valuations of significant mergers or acquisitions of companies that provide relevant market-based inputs for our impairment assessment that could support less favorable conclusions regarding the estimated fair value of our reporting units.

Income taxes

We provide for deferred income taxes resulting from temporary differences between the basis of assets and liabilities for financial reporting purposes as compared to tax purposes, using rates expected to be in effect when such differences reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized.

We follow the authoritative guidance on accounting for and disclosure of uncertainty in tax positions which requires us to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced to the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. Interest and penalties related to uncertain tax positions are included in the provision for income taxes in the condensed consolidated statements of operations.

Recently Issued Accounting Pronouncements

Our recently issued accounting pronouncements are set forth in Note 2 to our condensed consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposures to market risks in the ordinary course of our business, including the effects of interest rate changes and foreign currency fluctuations. Information relating to quantitative and qualitative disclosures about these market risks is described below.

Interest Rate Risk

Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities due to movements in interest rates. We are exposed to interest rate risk arising from our interest sensitive long-term debt and accounts receivable facility and to a lesser extent our cash and cash equivalents.

Based on the balance of our long-term debt and accounts receivable facility and taking into account the two interest rate swap agreements discussed below, a hypothetical 100 basis point increase or decrease in interest rates would result in approximately $3.3 million additional or lower pre-tax interest expense on an annualized basis, respectively. To manage our exposure to interest rate risk on our long-term debt, we entered into two fixed-rate interest rate swap agreements to change the SOFR-based component of the interest rate on $300.0 million of variable rate debt to a fixed rate. For further information regarding our long-term debt and interest rate swap agreements, see Note 7 and Note 11, respectively, to our condensed consolidated financial statements.

Based on the balance of our cash and cash equivalents, a hypothetical 100 basis point increase or decrease in interest rates would result in an approximately $0.7million increase or decrease, respectively, on our interest income on an annualized basis.

Our interest rate swaps are not designated for hedge accounting and are carried on the statement of financial position at their fair value. Unrealized gains and losses from changes in fair value of the interest rate swaps are included in the statement of operations as they occur. A hypothetical 100 basis point increase or decrease in interest rates would result in an approximately $7.6 million increase or decrease, respectively, on our fair value adjustment of interest rate swaps at a point in time.

Foreign Currency Risk

Our reporting currency and the functional currency of our wholly owned foreign subsidiaries is the U.S. dollar. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in the caption "Other income (expense), net" in our condensed consolidated statement of operations. The Company is exposed to foreign currency fluctuations, including the Euro, pound sterling, Canadian dollar, Australian dollar, Indian rupee, Singapore dollar and related currencies. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative financial instruments, although we may choose to do so in the future. A hypothetical 10% increase or decrease in current exchange rates would have resulted in an impact of approximately $2.5 million on our pre-tax income (loss) on an annualized basis.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management performed an evaluation of the effectiveness of our disclosure controls and procedures as of July 31, 2024. The evaluation was performed under the supervision and with the participation of our management, including our Principal Executive Officer ("PEO") and Chief Financial Officer ("CFO"), as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Based on this evaluation, our PEO and CFO concluded that our disclosure controls and procedures were effective as of July 31, 2024.

Changes in Internal Control over Financial Reporting

As of January 31, 2025, the Company will no longer qualify as an emerging growth company and will be subject to the provisions of Section 404(b) of the Sarbanes-Oxley Act for our fiscal year ending January 31, 2025. In connection with our Form 10-K for the fiscal year ending January 31, 2025, our independent registered public accounting firm will formally attest to the effectiveness of our internal controls over financial reporting. During fiscal 2025 we will continue to execute the enhanced review and testing across all key controls.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three and six months ended July 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Because of the inherent limitations in a cost-effective control system, any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will prevent or detect all misstatements, due to error or fraud, from occurring in the condensed consolidated financial statements. Additionally, management is required to use judgment in evaluating controls and procedures.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Incorporated by reference herein is information regarding legal proceedings as set forth under "Litigation" contained in Note 6 - "Leases, Commitments and Contingencies" in the Notes to the Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K (as amended) for our fiscal year ended January 31, 2024. Such risks and uncertainties are not the only ones facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be insignificant also may materially and adversely affect our business, financial condition or operating results in the future.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

10b5-1 Trading Plans

During the three and six months ended July 31, 2024, nodirector or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS.

The following list includes exhibits submitted with this Quarterly Report on Form 10-Q as filed with the SEC and those incorporated by reference to other filings.

Exhibit No.	Description	Form	File No.	Exhibit	Filing Date
10.1*#	Transition and Separation Agreement dated May 23, 2024, between Jeffery Tarr and Skillsoft Corp
10.2#	First Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan	8-K	001-38960	10.1	07/19/2024
10.3#	Form of Transition Award Agreement	8-K	001-38960	10.1	07/26/2024
10.4*#	Letter Agreement to Serve as Chair and CEO dated September 4, 2024, between Ronald W. Hovsepian and Skillsoft Corp
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1‡	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2‡	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted in Inline XBRL and included as Exhibit 101)

* Filed herewith.

‡ Furnished herewith.

# Represents management compensation plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SKILLSOFT CORP. (Registrant)
Dated: September 9, 2024	By:	/s/ Richard George Walker
	Richard George Walker Chief Financial Officer (Principal Financial Officer)