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Skillsoft Raises Full Year Guidance and Reports Strong Financial Results for the Second Quarter of Fiscal 2022

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Results Exceed Expectations with Bookings1 Up 18%

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

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

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

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

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

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

Fiscal 2022 Second Quarter Financial Highlights2

  • Strong bookings growth across all three business segments, with Content up 9%, Global Knowledge up 30% and SumTotal up 15%; bookings in Content and Global Knowledge combined were up 19%, and total bookings were up 18%;

  • GAAP3 revenue for the reported period was $106 million and GAAP net loss was $49 million;

  • Adjusted revenue of $176 million grew 5% and adjusted EBITDA of $43 million grew 2%;

  • Combined Percipio and dual deployment dollar retention rate of 103% compared to 102%; and

  • Refinanced long-term debt, reducing annual cash interest expense by approximately $25 million.

Updated Full Year Fiscal 2022 Outlook

Updated Outlook

Previous Outlook

Bookings

$690 million to $710 million

$660 million to $690 million

Adjusted Revenue

$670 million to $690 million

$645 million to $675 million

Adjusted EBITDA

Unchanged

$155 million to $175 million

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

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

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

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

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

Key Operational Metrics and Non-GAAP Financial Measures

Bookings (previously Order Intake)

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

Bookings (previously Order Intake)

Three Months

Six Months

$000s

Ended July 31,

Change

Ended July 31,

Change

2021

2020

$

%

2021

2020

$

%

Content and Global Knowledge

Percipio

$15,423

$10,465

$4,958

47%

$32,534

$20,582

$11,952

58%

Dual Deployment

31,827

26,734

5,093

19%

41,696

39,409

2,287

6%

Skillport

12,730

18,160

(5,430)

-30%

22,048

32,072

(10,024)

-31%

Total Subscription

$59,980

$55,359

$4,621

8%

$96,278

$92,063

$4,215

5%

Services and One-Time Orders

3,716

3,206

510

16%

6,288

5,011

1,276

25%

Total Content

$63,696

$58,565

5,131

9%

$102,565

$97,075

5,490

6%

Global Knowledge

63,541

48,769

14,772

30%

128,798

105,806

22,992

22%

Total Content + Global Knowledge

$127,237

$107,334

$19,903

19%

$231,363

$202,881

$28,482

14%

SumTotal

Subscription

$21,308

$19,606

$1,702

9%

$42,081

$46,457

($4,376)

-9%

Services and One-Time Orders

6,150

4,313

1,837

43%

10,801

9,614

1,187

12%

Total SumTotal

$27,458

$23,919

$3,539

15%

$52,882

$56,071

($3,189)

-6%

Total

$154,695

$131,253

$23,442

18%

$284,245

$258,952

$25,293

10%

Dollar Retention Rate

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

July 31

LTM

2021

2020

Percipio

99%

99%

102%

Dual Deployment

102%

104%

102%

Percipio + Dual Deployment

101%

103%

102%

Skillport

78%

88%

68%

Total Content Business

95%

99%

88%

SumTotal Business

96%

99%

79%

Capital Structure

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

$000s

July 31,

2021

Assets

Cash and Equivalents

$90,772

Liabilities

Long-Term Debt

$467,399

(including current portion)

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

Webcast and Conference Call Information

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

About Skillsoft

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

NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE METRICS

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

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

Forward Looking Statements

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

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

  • our ability to realize the benefits expected from the business combination between Skillsoft, Churchill Capital Corp. II and Global Knowledge;

  • the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

  • the impact of the ongoing COVID-19 pandemic on our business, operating results and financial condition;

  • fluctuations in our future operating results;

  • our ability to successfully identify, consummate and achieve strategic objectives in connection with our acquisition opportunities and realize the benefits expected from the acquisition;

  • the demand for, and acceptance of, our products and for cloud-based technology learning solutions in general;

  • our ability to compete successfully in competitive markets and changes in the competitive environment in our industry and the markets in which we operate;

  • our ability to market existing products and develop new products;

  • a failure of our information technology infrastructure or any significant breach of security;

  • the effects of pending and future legislation;

  • future regulatory, judicial and legislative changes in our industry;

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

  • the impact of natural disasters, public health crises, political crises, or other catastrophic events;

  • our ability to attract and retain key employees and qualified technical and sales personnel;

  • fluctuations in foreign currency exchange rates;

  • our ability to protect or obtain intellectual property rights;

  • our ability to raise additional capital;

  • the impact of our indebtedness on our financial position and operating flexibility;

  • our ability to successfully defend ourselves in legal proceedings;

  • our ability to remediate any material weaknesses or maintain effective internal controls over financial reporting; and

  • our ability to continue to meet applicable listing standards.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see the risk factors included in Churchill Capital Corp. II’s Annual Report on Form 10-K/A for the year ended December 31, 2020 in Part I, Item 1A and in the registration statement on Form S-4 filed by Churchill Capital Corp. II and declared effective by the Securities and Exchange Commission (the "SEC") on May 27, 2021, and subsequent filings with the SEC.

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

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

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT NUMBER OF SHARES)

Successor

Predecessor (SLH)

July 31, 2021

January 31, 2021

ASSETS

Current assets:

Cash and cash equivalents

$

90,772

$

71,479

Restricted cash

14,742

2,964

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

120,980

179,784

Prepaid expenses and other current assets

48,584

30,326

Total current assets

275,078

284,553

Property and equipment, net

15,055

13,780

Goodwill

761,177

495,004

Intangible assets, net

946,731

728,633

Right of use assets

24,578

15,131

Deferred tax asset

3,710

--

Other assets

8,092

8,636

Total assets

$

2,034,421

$

1,545,737

LIABILITIES AND SHAREHOLDER'S EQUITY

Current liabilities:

Current maturities of long-term debt

$

3,600

$

5,200

Borrowings under accounts receivable facility

24,822

17,022

Accounts payable

34,514

7,425

Accrued compensation

41,097

36,375

Accrued expenses and other current liabilities

62,473

23,125

Lease liabilities

9,662

4,740

Deferred revenue

165,900

257,549

Total current liabilities

342,068

351,436

Long-term debt

463,799

510,236

Warrant liabilities

28,525

900

Deferred tax liabilities

116,462

81,008

Long term lease liabilities

16,098

13,155

Deferred revenue - non-current

1,749

3,035

Other long-term liabilities

5,045

5,998

Total long-term liabilities

631,678

614,332

Commitments and contingencies

-

-

Shareholders’ equity :

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

-

40

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

11

-

Additional paid-in capital

1,297,716

674,333

Accumulated deficit

(237,958)

(93,722)

Accumulated other comprehensive income (loss)

906

(682)

Total shareholders’ equity

1,060,675

579,969

Total liabilities and shareholders’ equity

$

2,034,421

$

1,545,737

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Successor

Predecessor (SLH)

Predecessor (PL)

From

From

From

June 12, 2021
to July 31, 2021

May 1, 2021 to
June 11, 2021

February 1,
2021 to June
11, 2021

Three months
ended July 31, 2020

Six months ended
July 31, 2020

Revenues:

Total revenues

$

57,912

47,935

139,636

116,835

235,164

Operating expenses:

Cost of revenues

28,006

11,360

35,881

21,618

45,831

Content and software development

9,878

7,477

24,084

16,835

33,778

Selling and marketing

22,234

13,438

41,940

34,033

66,769

General and administrative

17,073

4,855

17,217

15,324

32,015

Amortization of intangible assets

20,023

15,959

50,902

12,779

30,148

Impairment of goodwill and intangible assets

-

-

-

-

332,376

Recapitalization and transaction-related costs

9,995

5,006

6,938

16,659

32,035

Restructuring

316

(1,240

)

(703

)

771

1,141

Total operating expenses

107,525

56,855

176,259

118,019

574,093

Operating loss

(49,613

)

(8,920

)

(36,623

)

(1,184

)

(338,929

)

Other (expense) income, net

(697

)

(41

)

(493

)

898

1,809

Fair value adjustment of warrants

17,115

800

900

-

-

Interest income

12

54

64

65

84

Interest expense, net

(9,856

)

(5,371

)

(16,820

)

(61,076

)

(167,054

)

Reorganization items, net

-

-

-

(10,593

)

(10,593

)

Loss before benefit from income taxes

(43,039

)

(13,478

)

(52,972

)

(71,890

)

(514,683

)

Benefit from income taxes

(5,504

)

(1,619

)

(3,708

)

(909

)

(9,800

)

Net loss

$

(37,535

)

(11,859

)

(49,264

)

(70,981

)

(504,883

)

Loss per share:

Ordinary – Basic and Diluted (Predecessor (PL))

*

*

*

$

(709.10

)

$

(5,043.79

)

Class A and B – Basic and Diluted (Predecessor (SLH))

*

$

(2.96

)

$

(12.32

)

*

*

Ordinary – Basic and Diluted (Successor)

$

(0.28

)

*

*

*

*

Weighted average common share outstanding:

Ordinary – Basic and Diluted (Predecessor (PL))

*

*

*

100.1

100.1

Class A and B – Basic and Diluted (Predecessor (SLH))

*

4,000

4,000

*

*

Ordinary – Basic and Diluted (Successor)

133,059

*

*

*

*

*Not applicable

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

Successor

Predecessor (SLH)

Predecessor (PL)

From

From

June 12, 2021 to
July 31, 2021

February 1, 2021 to
June 11, 2021

Six months ended
July 31, 2020

Cash flows from operating activities:

Net loss

$

(37,535)

$

(49,264)

$

(504,883)

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

Share-based compensation

4,817

-

-

Depreciation

1,705

3,572

5,120

Amortization of intangible assets

20,023

50,902

30,148

Change in bad debt reserve

(170)

(174)

19

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

(6,180)

(5,886)

(11,478)

Non-cash interest expense

434

487

2,829

Impairment of goodwill and intangible assets

-

-

332,376

Right-of-use assets amortizations

1,445

748

1,435

Fair value adjustment to warrants

(17,115)

(900)

-

Non-cash reorganization items, net

-

-

4,818

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

Accounts receivable

6,963

88,622

93,124

Prepaid expenses and other assets

(13,065)

3,379

(9,265)

Accounts payable

5,175

(6,417)

(5,520)

Accrued expenses and non-current liabilities

18,026

(18,592)

159,565

Lease liability

(1,690)

(1,301)

(1,942)

Deferred revenue

17,905

(31,365)

(84,773)

Net cash provided by operating activities

738

33,811

11,573

Cash flows from investing activities:

Purchases of property and equipment

(75)

(641)

(2,985)

Internal use software development costs

(881)

(2,350)

(3,401)

Acquisition of Skillsoft, net of cash received

(386,035)

-

-

Acquisition of Global Knowledge, net of cash received

(156,926)

-

-

Acquisition of Pluma, net of cash received

(18,646)

-

-

Net cash used in investing activities

(562,563)

(2,991)

(6,386)

Cash flows from financing activities:

Borrowings under revolving line of credit, net of repayments

-

-

19,500

Borrowings under DIP Facility

-

-

60,000

Proceeds from issuance of Term Loan, net of fees

464,290

-

-

Proceeds from equity investment (PIPE)

530,000

-

-

Principal repayments of capital lease obligations

(137)

(370)

(430)

Repayments of accounts receivable facility, net of borrowings

(9,456)

16,577

(19,270)

Repayments of First and Second Out loans

(605,591)

(1,300)

-

Net cash provided by financing activities

379,106

14,907

59,800

Effect of exchange rate changes on cash and cash equivalents

(250)

203

(2,264)

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

(182,969)

45,930

62,723

Cash, cash equivalents and restricted cash, beginning of period

288,483

74,443

33,804

Cash, cash equivalents and restricted cash, end of period

$

105,514

$

120,373

$

96,527

Key Performance Metrics

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

Annualized Recurring Revenue ("ARR")

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

Dollar Retention Rate ("DRR")

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

Bookings

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

SKILLSOFT CORP

KEY OPERATING METRICS

Bookings

Three Months

Six Months

(in thousands)

Ended July 31,

Ended July 31,

2021

2020

2021

2020

Content and Global Knowledge

Percipio

$15,423

$10,465

$32,534

$20,582

Dual Deployment

31,827

26,734

41,696

39,409

Skillport

12,730

18,160

22,048

32,072

Total Subscription

$59,980

$55,359

$96,278

$92,063

Services and One-Time Orders

3,716

3,206

6,288

5,011

Total Content

$63,696

$58,565

$102,565

$97,075

Global Knowledge

63,541

48,769

128,798

105,806

Total Content and Global Knowledge

$127,237

$107,334

$231,363

$202,881

SumTotal Business

Subscription

$21,308

$19,606

$42,081

$46,457

Services and One-Time Orders

6,150

4,313

10,801

9,614

Total SumTotal

$27,458

$23,919

$52,882

$56,071

Total Bookings

$154,695

$131,253

$284,245

$258,952

Annualized Recurring Revenue

(in thousands)

July 31,

January 31,

...

2021

Content and Global Knowledge

Percipio

$84,185

$75,802

Dual Deployment

173,256

161,327

Skillport

60,282

80,245

Total Content

$317,723

$317,374

Global Knowledge

15,273

10,504

Total Content and Global Knowledge

$332,996

...