skil20250430

skil20250430_10q.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38960

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware

83-4388331

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (Zip Code)

Tel: (603) 324-3000

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	SKIL	New York Stock Exchange

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

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

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

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

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

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

The number of shares of registrant’s common stock outstanding as of June 4, 2025 was 8,573,027.

Table of Contents

SKILLSOFT CORP.

FORM 10-Q

FOR THE QUARTER ENDED April 30, 2025

TABLE OF CONTENTS

	PAGE NO.
PART I — FINANCIAL INFORMATION - UNAUDITED
Item 1. Unaudited Financial Statements:	2
Unaudited Condensed Consolidated Balance Sheets as of April 30, 2025 and January 31, 2025	2
Unaudited Condensed Consolidated Statements of Operations for the three months ended April 30, 2025 and 2024	3
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended April 30, 2025 and 2024	4
Unaudited Condensed Consolidated Statements of Shareholders’ Equity (Deficit) for the three months ended April 30, 2025 and 2024	5
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2025 and 2024	7
Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures about Market Risk	27
Item 4. Controls and Procedures	27
PART II — OTHER INFORMATION	28
Item 1. Legal Proceedings	28
Item 1A. Risk Factors	28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3. Defaults Upon Senior Securities	28
Item 4. Mine Safety Disclosures	28
Item 5. Other Information	28
Item 6. Exhibits	29
SIGNATURES	30

Table of Contents

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. For all such statements, we claim the protection of the safe harbor for forward-looking statements provided by such sections and the Private Securities Litigation Reform Act of 1995, where applicable. All statements, other than statements of historical facts, are forward-looking statements. These forward-looking statements include but are not limited to, statements that address activities, events or developments that we expect or anticipate may occur in the future, including such things as our outlook, our product development and planning, our pipeline, future capital expenditures, future share repurchases, anticipated 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 position, the benefits of new initiatives, growth of our business and operations, the effectiveness of our products, the outcomes of litigation proceedings and claims, the state and future of skilling in the workplace, our ability to successfully implement our plans, strategies, objectives, and our expectations and intentions. Forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “may,” “will,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “contemplate,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, employ such future or conditional verbs as “may,” “might,” “will,” “could,” “should,” or “would,” or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. Such statements are based upon the current beliefs and expectations of Skillsoft’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements. All forward-looking disclosures are speculative by their nature, and we caution you against unduly relying on these forward-looking statements.

Factors that could cause or contribute to such differences include those described under “Part I - Item 1A. Risk Factors” and “Part II - Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of our Annual Report on Form 10‑K for the fiscal year ended January 31, 2025 (the “2025 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 2025 Form 10-K, this Form 10-Q 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. The information is based on the most current data available to us, and our estimates regarding market position or other industry statistics included in this document or otherwise discussed by us involve risks and uncertainties and are subject to change based on various factors, including as set forth above.

Table of Contents

PART I – UNAUDITED FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except number of shares and per share amounts)

	*April 30, 2025*			*January 31, 2025*
ASSETS
Current assets:
Cash and cash equivalents	$	127,841		$	100,766
Restricted cash		3,091			2,571
Accounts receivable, net of allowance for credit losses of approximately $269 and $501 as of April 30, 2025 and January 31, 2025, respectively		95,988			178,989
Prepaid expenses and other current assets		50,917			50,527
Total current assets		277,837			332,853
Goodwill		317,071			317,071
Intangible assets, net		401,967			427,221
Other assets		25,611			28,924
Total assets	$	1,022,486		$	1,106,069
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt	$	6,404		$	6,404
Borrowings under accounts receivable facility		1,000			1,000
Accounts payable		20,789			13,458
Accrued compensation		29,144			47,803
Accrued expenses and other current liabilities		23,790			26,022
Deferred revenue		243,788			282,295
Total current liabilities		324,915			376,982

Long-term debt		572,232			573,267
Deferred tax liabilities		41,042			42,039
Deferred revenue - non-current		1,170			1,656
Other long-term liabilities		20,478			18,279
Total long-term liabilities		634,922			635,241
Commitments and contingencies
Shareholders’ equity (deficit):
Shareholders’ common stock - Class A common shares, $0.0001 par value: 18,750,000 shares authorized and 8,651,941 shares issued and 8,352,164 shares outstanding as of April 30, 2025, and 8,616,633 shares issued and 8,316,856 shares outstanding as of January 31, 2025		1			1
Additional paid-in capital		1,568,919			1,565,040
Accumulated (deficit)		(1,481,435	)		(1,443,386	)
Treasury stock, at cost - 299,777 as of April 30, 2025 and January 31, 2025		(10,891	)		(10,891	)
Accumulated other comprehensive income (loss)		(13,945	)		(16,918	)
Total shareholders’ equity (deficit)		62,649			93,846
Total liabilities and shareholders’ equity (deficit)	$	1,022,486		$	1,106,069

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

Table of Contents

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except number of shares and per share amounts)

	*Three Months Ended April 30,*
	*2025*			*2024*
Revenues:
Total revenues	$	124,201		$	127,793
Operating expenses:
Costs of revenues		32,247			34,471
Content and software development		14,102			15,506
Selling and marketing		39,609			42,292
General and administrative		22,952			25,309
Amortization of intangible assets		31,608			31,583
Acquisition and integration related costs		523			1,497
Restructuring		1,346			967
Total operating expenses		142,387			151,625
Operating income (loss)		(18,186	)		(23,832	)
Other income (expense), net		(2,446	)		2,217
Fair value adjustment of interest rate swaps		(4,256	)		7,746
Interest income		463			928
Interest expense		(14,396	)		(16,278	)
Income (loss) before provision for (benefit from) income taxes		(38,821	)		(29,219	)
Provision for (benefit from) income taxes		(772	)		(1,583	)
Net income (loss)	$	(38,049	)	$	(27,636	)

Net income (loss) per share:
Basic and diluted	$	(4.57	)	$	(3.42	)
Weighted average common share outstanding:
Basic and diluted		8,324,864			8,089,331

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

Table of Contents

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	*Three Months Ended April 30,*
	*2025*			*2024*
Comprehensive income (loss):
Net income (loss)	$	(38,049	)	$	(27,636	)
Foreign currency adjustment, net of tax		2,973			(2,887	)
Total comprehensive income (loss)	$	(35,076	)	$	(30,523	)

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

Table of Contents

SKILLSOFT CORP.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands, except number of shares)

																		*Accumulated*			*Total*
	*Class A Common Shares*								*Additional*			*Accumulated*						*Other*			*Shareholders'*
	*Number*			In			*Common*		*Paid-in*			*Equity*			*Treasury*			*Comprehensive*			*Equity*
	*of Shares*			*Treasury*			*Stock*		*Capital*			*(Deficit)*			*Stock*			*Income (Loss)*			*(Deficit)*
Balance January 31, 2024		8,380,436			(299,777	)	$	1	$	1,551,005		$	(1,321,478	)	$	(10,891	)	$	(13,050	)	$	205,587
Stock-based compensation		—			—			—		7,153			—			—			—			7,153
Common stock issued		20,596			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(6,934	)					—		(82	)		—			—			—			(82	)
Translation adjustment		—			—			—		—			—			—			(2,887	)		(2,887	)
Net income (loss)		—			—			—		—			(27,636	)		—			—			(27,636	)
Balance April 30, 2024		8,394,098			(299,777	)	$	1	$	1,558,076		$	(1,349,114	)	$	(10,891	)	$	(15,937	)	$	182,135

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

Table of Contents

SKILLSOFT CORP.

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

(in thousands, except number of shares)

																		*Accumulated*			*Total*
	*Class A Common Shares*								*Additional*			*Accumulated*						*Other*			*Shareholders'*
	*Number*			In			*Common*		*Paid-in*			*Equity*			*Treasury*			*Comprehensive*			*Equity*
	*of Shares*			*Treasury*			*Stock*		*Capital*			*(Deficit)*			*Stock*			*Income (Loss)*			*(Deficit)*
Balance January 31, 2025		8,616,633			(299,777	)	$	1	$	1,565,040		$	(1,443,386	)	$	(10,891	)	$	(16,918	)	$	93,846
Stock-based compensation		—			—			—		4,231			—			—			—			4,231
Common stock issued		37,520			—			—		—			—			—			—			—
Shares repurchased for tax withholding upon vesting of restricted stock-based awards		(2,212	)		—			—		(352	)		—			—			—			(352	)
Translation adjustment		—			—			—		—

SEC Form 10-Q filed by Skillsoft Corp.