Skillsoft Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2025
- Delivers full year revenue above the top end of outlook range and adjusted EBITDA at the top end of outlook range
- Continued strong growth in adjusted EBITDA and margin expansion
- Strong free cash flow performance for the quarter and full year
- Execution of strategic transformation initiatives positions Company well for continued improvement in fiscal 2026
- Provides financial outlook for full year fiscal 2026
Fiscal 2025 Fourth Quarter Select Metrics and Financials from Continuing Operations (1)(2)
-
Total revenue of
$134 million compared to$138 million in the prior year. -
Talent Development Solutions revenue of
$103 million up 1% from the prior year. -
Global Knowledge revenue of$31 million compared to$36 million in the prior year. -
GAAP net loss of
$31 million compared to GAAP net loss of$245 million in the prior year. GAAP net loss per share of$3.75 compared to GAAP net loss per share of$30.38 in the prior year. -
Adjusted net income of
$17 million and adjusted net income per share of$2.11 were flat to prior year. -
Adjusted EBITDA from continuing operations of
$30 million , reflecting a margin of 22% of Revenue, compared to$28 million and a margin of 21% of Revenue in the prior year. -
Free cash flow of
$13 million compared to$5 million in the prior year. -
Gross debt of
$581 million at the end of the quarter, down$48 million compared to$629 million in the prior year. -
Ended the quarter with
$103 million of cash, cash equivalents, and restricted cash.
Fiscal 2025 Full Year Select Metrics and Financials from Continuing Operations (1)(2)
-
Total revenue of
$531 million compared to$553 million in the prior year. -
Talent Development Solutions revenue of
$406 million compared to$405 million in the prior year. -
Global Knowledge revenue of$125 million compared to$148 million in the prior year. -
GAAP net loss of
$122 million compared to GAAP net loss of$349 million in the prior year. GAAP net loss per share of$14.87 compared to GAAP net loss per share of$43.38 in the prior year. -
Adjusted net income of
$35 million improved from adjusted net income of$34 million in the prior year. Adjusted net income per share of$4.33 improved slightly from adjusted net income per share of$4.25 in the prior year. -
Adjusted EBITDA from continuing operations of
$109 million , reflecting a margin of 21% of revenue, compared to$105 million and a margin of 19% of revenue in the prior year. -
Positive free cash flow of
$12 million compared to negative free cash flow of$15 million in the prior year.
“We continue to deliver strong execution of our Investor Day transformation plan, which is demonstrated in our fourth quarter and full year results,” said
Fiscal 2025 Fourth Quarter Business Highlights
-
Within our TDS segment, our top ten deals during the fourth quarter represented
$22 million in total contract value with many multi-year deals focused on skill building, skill measurement, ecosystem integrations, and ability to deliver custom content and content from other providers to support the full talent development lifecycle. -
GK's top ten deals during the fourth quarter represented nearly
$6 million in total contract value. - Our growing portfolio of AI capabilities is demonstrating solid early interest by customers and prospects reaching nearly a total of 1 million launches of our AI simulator, Skillsoft CAISY™, by individual learners and through our limited preview program with 100 enterprise organizations participating as design partners.
- Continued to enhance our ecosystem, highlighted by new integrations with several leading technology partners like SAP Talent Intelligence Hub.
“We are very pleased with our financial results for the fourth quarter and full fiscal year which came in at or above the high end of our previously issued guidance ranges,” said
Full-Year Fiscal 2026 Financial Outlook (2)
The following table reflects Skillsoft’s financial outlook for the fiscal year ending
GAAP Revenue |
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Adjusted EBITDA |
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(1) |
Growth calculated relative to the comparable prior year period unless otherwise noted. |
(2) |
See “Non-GAAP Financial Measures and Key Performance Metrics” below for the definitions of our key operational and non-GAAP metrics and how they are calculated and more information regarding the fact that the Company is unable to reconcile forward-looking non-GAAP measures without unreasonable efforts. We have provided at the back of this release reconciliations of our historical non-GAAP financial measures to the comparable GAAP measures. |
Webcast and Conference Call Information
Skillsoft will host a conference call and webcast today at
About Skillsoft
Skillsoft (NYSE: SKIL) empowers organizations and learners to unlock their full potential by delivering personalized,interactive learning experiences and enterprise-ready solutions. Powered by AI and strengthened by a broad ecosystem of partners, the Skillsoft platform helps customers solve some of today’s most complex business challenges including bridging skill gaps, improving talent retention, driving digital transformation, and future-proofing the workforce. Skillsoft is the talent development partner of choice for thousands of organizations – including 60% of the Fortune 1000 – and serves a global community of more than 95 million learners. For more information, visit skillsoft.com.
Non-GAAP Financial Measures And Key Performance Metrics
The Company has organized its business into two segments (or Business Units): Talent Development Solutions (formerly referred to as Content & Platform) and
We have provided at the back of this release reconciliations of our historical non-GAAP financial measures to the comparable GAAP measures. We do not reconcile our forward-looking non-GAAP financial measures to the corresponding
We disclose the following non-GAAP financial measures and key performance metrics in this press release because we believe these non-GAAP financial measures and key performance metrics provide meaningful supplemental information.
-
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.
-
Adjusted net income (loss) - Adjusted net income (loss) is defined as net income (loss) excluding non-cash items, discrete and event-specific costs that do not represent normal, recurring, cash operating expenses necessary for our business operations, and certain accounting income and/or expenses that management believes are necessary to enhance the comparability and are useful in assessing our operating performance, include the following (including the related tax effects):
- Impairment charges - Non-cash goodwill, intangible or other asset impairment charges.
- Amortization of acquired intangible assets – Non-cash amortization expense of finite-lived intangible assets recognized as a part of business combination accounting.
- Acquisition and integration related costs – Costs incurred to effectuate an acquisition, including contingent compensation expenses, and integration related costs.
- Restructuring charges – Charges related to strategic cost saving initiatives, including severance costs, losses associated with the abandonment of right-of-use assets, and contract termination costs.
- Transformation costs – Costs incurred to transform our operations through significant strategic non-ordinary course transactions.
- System migration costs – Costs of temporary resources needed for the migration of content and customers from our legacy system to a global platform.
- Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in-lieu of stock that are intended to be settled in cash.
- Executive exit costs – Costs associated with the departure of executives.
- Fair value adjustments – Mark-to-market adjustments of warrants and hedge instruments.
-
Other (income) expense, net – Unrealized and realized gains or losses primarily resulting from fluctuations of
U.S. dollar appreciating or depreciating against other currencies, and impairments associated with property and equipment and other assets when their carrying values are not recoverable. - (Gain) loss sale of business – Gain or loss on non-routine sale on business.
- Income from discontinued operations – Income from discontinued operations that do not reflect our current operating performance.
Non-GAAP Financial Measures And Key Performance Metrics - continued
-
Adjusted EBITDA - Adjusted EBITDA is defined as net income (loss) is defined as net income (loss) excluding non-cash items, benefit from or provision for income taxes, discrete and event-specific costs that do not represent normal, recurring, cash operating expenses necessary for our business operations, and certain accounting income and/or expenses that management believes are necessary to enhance the comparability and are useful in assessing our operating performance, include the following (including the related tax effects):
- Impairment charges - Non-cash goodwill, intangible or other asset impairment charges.
- Acquisition and integration related costs – Costs incurred to effectuate an acquisition, including contingent compensation expenses, and integration related costs.
- Restructuring charges – Charges related to strategic cost saving initiatives, including severance costs, losses associated with the abandonment of right-of-use assets, and contract termination costs.
- Transformation costs – Costs incurred to transform our operations through significant strategic non-ordinary course transactions.
- System migration costs – Costs of temporary resources needed for the migration of content and customers from our legacy system to a global platform.
- Long-term incentive compensation expenses – Charges associated with long-term incentive compensation programs, including stock-based compensation, cash awards tied to stock performance, and awards granted in-lieu of stock that are intended to be settled in cash.
- Executive exit costs – Costs associated with the departure of executives.
- Fair value adjustments – Mark-to-market adjustments of warrants and hedge instruments.
-
Other (income) expense, net – Unrealized and realized gains or losses primarily resulting from fluctuations of
U.S. dollar appreciating or depreciating against other currencies, and impairments associated with property and equipment and other assets when their carrying values are not recoverable. - (Gain) loss sale of business – Gain or loss on non-routine sale on business.
- Income from discontinued operations – Income from discontinued operations that do not reflect our current operating performance.
- Interest expense (income), net – Interest expense on our term loan (net of the interest rate hedge affect) and accounts receivable facility borrowings, partially offset by interest income primarily from the use of money market investments to realize returns on cash balances.
- Amortization of intangible assets – Non-cash amortization expense for all finite-lived intangible assets.
- Depreciation expense – Non-cash depreciation expense for property and equipment assets.
-
Provision for (benefit from) income taxes – Current and deferred federal, state and foreign income taxes.
-
Adjusted operating expenses -Adjusted operating expenses are defined as costs of revenues, content and software development, selling and marketing, and general and administrative expenses, excluding depreciation expense, long-term incentive compensation expense, system migration costs, transformation costs, and other non-cash charges, as applicable.
-
Adjusted contribution margin – Adjusted contribution margin is defined as revenue less adjusted operating expenses, divided by revenue for the same period.
-
Business unit contribution profit - Segment ("business unit") contribution profit is defined as revenue, less business unit cost of revenues and business unit content and software development expenses, and business unit product research and management expenses.
-
Business unit contribution margin - Business unit contribution margin is defined as revenue, less business unit cost of revenues and business unit content and software development expenses, and business unit product research and management expenses, divided by revenue for the same period.
-
Business unit cost of revenues - Business unit cost of revenue is defined as cost of revenues, excluding depreciation expense, long-term incentive compensation expense, system migration, and transformation expenses.
-
Business unit content and software development expenses - Business unit content and software development expensesare defined as content and software development expenses, excluding depreciation, long-term incentive compensation, system migration, and transformation expenses.
-
Business unit product research and management expenses - Business unit product research and management expenses are defined as certain selling and marketing costs reflected in the business unit contribution profit.
-
Free cash flow – Free cash flow is defined as net cash provided by (used in) operating activities less purchases of property and equipment and internally developed software.
-
Adjusted free cash flow (levered) – Adjusted free cash flow (levered) is defined as free cash flow plus the cash impact for adjusted EBITDA excluded charges.
-
Free cash flow conversion – Free cash flow conversion is defined as free cash flow divided by adjusted EBITDA for the same period.
- Net leverage – Net leverage is defined as current maturities of long-term debt, plus borrowings under accounts receivable facility, plus long-term debt, less cash and equivalents and restricted cash, divided by adjusted EBITDA for the preceding twelve-month period.
Cautionary Notes Regarding 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. 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. 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,” “continue,” “project,” “forecast,” “seek,” “outlook,” “target,” “goal,” “objective,” “potential,” “possible,” “probably,” or similar expressions, or 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 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” and Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10‑K for the fiscal year ended
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. Additionally, statements as to market share, industry data and our market position are 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.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except number of shares and per share amounts) |
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ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
100,766 |
|
|
$ |
136,308 |
|
Restricted cash |
|
|
2,571 |
|
|
|
10,215 |
|
Accounts receivable, net of allowance for credit losses of approximately |
|
|
178,989 |
|
|
|
185,638 |
|
Prepaid expenses and other current assets |
|
|
50,527 |
|
|
|
53,170 |
|
Total current assets |
|
|
332,853 |
|
|
|
385,331 |
|
|
|
|
317,071 |
|
|
|
317,071 |
|
Intangible assets, net |
|
|
427,221 |
|
|
|
539,293 |
|
Operating right-of-use assets |
|
|
4,936 |
|
|
|
8,044 |
|
Other assets |
|
|
23,988 |
|
|
|
23,895 |
|
Total assets |
|
$ |
1,106,069 |
|
|
$ |
1,273,634 |
|
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current maturities of long-term debt |
|
$ |
6,404 |
|
|
$ |
6,404 |
|
Borrowings under accounts receivable facility |
|
|
1,000 |
|
|
|
44,980 |
|
Accounts payable |
|
|
13,458 |
|
|
|
14,512 |
|
Accrued compensation |
|
|
47,803 |
|
|
|
31,774 |
|
Accrued expenses and other current liabilities |
|
|
24,231 |
|
|
|
29,939 |
|
Operating lease liabilities |
|
|
1,791 |
|
|
|
3,049 |
|
Deferred revenue |
|
|
282,295 |
|
|
|
282,570 |
|
Total current liabilities |
|
|
376,982 |
|
|
|
413,228 |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
573,267 |
|
|
|
577,487 |
|
Deferred tax liabilities |
|
|
42,039 |
|
|
|
52,148 |
|
Operating long-term lease liabilities |
|
|
6,431 |
|
|
|
9,251 |
|
Deferred revenue - non-current |
|
|
1,656 |
|
|
|
2,402 |
|
Other long-term liabilities |
|
|
11,848 |
|
|
|
13,531 |
|
Total long-term liabilities |
|
|
635,241 |
|
|
|
654,819 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Shareholders’ equity (deficit): |
|
|
|
|
|
|
|
|
Shareholders’ common stock - Class A common shares, |
|
|
1 |
|
|
|
1 |
|
Additional paid-in capital |
|
|
1,565,040 |
|
|
|
1,551,005 |
|
Accumulated deficit |
|
|
(1,443,386 |
) |
|
|
(1,321,478 |
) |
|
|
|
(10,891 |
) |
|
|
(10,891 |
) |
Accumulated other comprehensive income (loss) |
|
|
(16,918 |
) |
|
|
(13,050 |
) |
Total shareholders’ equity (deficit) |
|
|
93,846 |
|
|
|
205,587 |
|
Total liabilities and shareholders’ equity (deficit) |
|
$ |
1,106,069 |
|
|
$ |
1,273,634 |
|
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except number of shares and per share amounts) |
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Three Months Ended
|
|
|
Twelve Months Ended
|
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||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
133,753 |
|
|
$ |
137,540 |
|
|
$ |
530,994 |
|
|
$ |
553,237 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenues |
|
|
33,625 |
|
|
|
38,459 |
|
|
|
134,879 |
|
|
|
153,157 |
|
Content and software development |
|
|
15,321 |
|
|
|
17,007 |
|
|
|
60,757 |
|
|
|
68,031 |
|
Selling and marketing |
|
|
40,288 |
|
|
|
40,661 |
|
|
|
162,879 |
|
|
|
170,982 |
|
General and administrative |
|
|
25,974 |
|
|
|
23,207 |
|
|
|
92,364 |
|
|
|
95,896 |
|
Amortization of intangible assets |
|
|
32,019 |
|
|
|
36,425 |
|
|
|
127,216 |
|
|
|
152,511 |
|
Impairment of goodwill and intangible assets |
|
|
— |
|
|
|
202,233 |
|
|
|
— |
|
|
|
202,233 |
|
Acquisition and integration related costs |
|
|
898 |
|
|
|
2,225 |
|
|
|
4,247 |
|
|
|
5,063 |
|
Restructuring |
|
|
2,912 |
|
|
|
5,386 |
|
|
|
18,273 |
|
|
|
13,978 |
|
Total operating expenses |
|
|
151,037 |
|
|
|
365,603 |
|
|
|
600,615 |
|
|
|
861,851 |
|
Operating income (loss) |
|
|
(17,284 |
) |
|
|
(228,063 |
) |
|
|
(69,621 |
) |
|
|
(308,614 |
) |
Other income (expense), net |
|
|
(584 |
) |
|
|
(696 |
) |
|
|
677 |
|
|
|
(1,986 |
) |
Fair value adjustment of warrants |
|
|
— |
|
|
|
4 |
|
|
|
— |
|
|
|
4,754 |
|
Fair value adjustment of interest rate swaps |
|
|
869 |
|
|
|
(8,430 |
) |
|
|
1,287 |
|
|
|
2,756 |
|
Interest income |
|
|
629 |
|
|
|
981 |
|
|
|
3,526 |
|
|
|
3,557 |
|
Interest expense |
|
|
(14,978 |
) |
|
|
(16,652 |
) |
|
|
(63,516 |
) |
|
|
(65,335 |
) |
Income (loss) before provision for (benefit from) income taxes |
|
|
(31,348 |
) |
|
|
(252,856 |
) |
|
|
(127,647 |
) |
|
|
(364,868 |
) |
Provision for (benefit from) income taxes |
|
|
(241 |
) |
|
|
(7,530 |
) |
|
|
(5,739 |
) |
|
|
(16,265 |
) |
Income (loss) from continuing operations |
|
|
(31,107 |
) |
|
|
(245,326 |
) |
|
|
(121,908 |
) |
|
|
(348,603 |
) |
Gain (loss) on sale of business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(682 |
) |
Net income (loss) |
|
$ |
(31,107 |
) |
|
$ |
(245,326 |
) |
|
$ |
(121,908 |
) |
|
$ |
(349,285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted - continuing operations |
|
$ |
(3.75 |
) |
|
$ |
(30.38 |
) |
|
$ |
(14.87 |
) |
|
$ |
(43.29 |
) |
Basic and diluted - discontinued operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.09 |
) |
Basic and diluted |
|
$ |
(3.75 |
) |
|
$ |
(30.38 |
) |
|
$ |
(14.87 |
) |
|
$ |
(43.38 |
) |
Weighted average common share outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
8,288,631 |
|
|
|
8,074,976 |
|
|
|
8,200,077 |
|
|
|
8,051,593 |
|
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) |
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|
|
Twelve Months Ended |
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|||||
|
|
2025 |
|
|
2024 |
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Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(121,908 |
) |
|
$ |
(349,285 |
) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets |
|
|
— |
|
|
|
202,233 |
|
Amortization expense for intangible assets |
|
|
127,216 |
|
|
|
152,511 |
|
Stock-based compensation expense |
|
|
19,587 |
|
|
|
31,067 |
|
Non-cash operating lease right-of-use asset expense |
|
|
2,175 |
|
|
|
5,015 |
|
Depreciation expense |
|
|
3,374 |
|
|
|
3,330 |
|
Non-cash interest expense |
|
|
2,184 |
|
|
|
2,074 |
|
Non-cash property, equipment, software and operating right-of-use asset impairment charges |
|
|
2,622 |
|
|
|
5,230 |
|
Provision for credit loss expense (recovery) |
|
|
(61 |
) |
|
|
341 |
|
(Gain) loss on sale of business |
|
|
— |
|
|
|
682 |
|
Provision for (benefit from) deferred income taxes – non-cash |
|
|
(9,990 |
) |
|
|
(22,066 |
) |
Fair value adjustment of warrants |
|
|
— |
|
|
|
(4,754 |
) |
Fair value adjustment of interest rate swaps |
|
|
(1,287 |
) |
|
|
(2,756 |
) |
Changes in current assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
4,087 |
|
|
|
(2,091 |
) |
Prepaid expenses and other assets, including long-term |
|
|
(132 |
) |
|
|
(4,601 |
) |
Operating right-of-use assets and operating lease liabilities |
|
|
(4,487 |
) |
|
|
(6,041 |
) |
Accounts payable |
|
|
(855 |
) |
|
|
(3,848 |
) |
Accrued expenses and other liabilities, including long-term |
|
|
5,348 |
|
|
|
(6,425 |
) |
Deferred revenue |
|
|
2,092 |
|
|
|
2,202 |
|
Net cash provided by (used in) operating activities |
|
|
29,965 |
|
|
|
2,818 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(1,603 |
) |
|
|
(4,181 |
) |
Proceeds from sale of property and equipment |
|
|
10 |
|
|
|
— |
|
Internally developed software - capitalized costs |
|
|
(16,765 |
) |
|
|
(13,722 |
) |
Sale of |
|
|
— |
|
|
|
(5,137 |
) |
Net cash provided by (used in) investing activities |
|
|
(18,358 |
) |
|
|
(23,040 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Shares repurchased for tax withholding upon vesting of restricted stock-based awards |
|
|
(1,127 |
) |
|
|
(1,649 |
) |
Payments to acquire treasury stock |
|
|
— |
|
|
|
(8,046 |
) |
Proceeds from (payments on) accounts receivable facility |
|
|
(43,980 |
) |
|
|
5,287 |
|
Principal payments on term loans |
|
|
(6,404 |
) |
|
|
(6,404 |
) |
Net cash provided by (used in) financing activities |
|
|
(51,511 |
) |
|
|
(10,812 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(3,282 |
) |
|
|
1 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
(43,186 |
) |
|
|
(31,033 |
) |
Cash, cash equivalents and restricted cash, beginning of period |
|
|
146,523 |
|
|
|
177,556 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
103,337 |
|
|
$ |
146,523 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
100,766 |
|
|
$ |
136,308 |
|
Restricted cash |
|
|
2,571 |
|
|
|
10,215 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
103,337 |
|
|
$ |
146,523 |
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (in thousands, except percentages, unaudited) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Talent Development Solutions |
|
$ |
102,805 |
|
|
$ |
101,957 |
|
|
$ |
405,530 |
|
|
$ |
404,850 |
|
|
|
|
30,948 |
|
|
|
35,583 |
|
|
|
125,464 |
|
|
|
148,387 |
|
Total revenues, as reported |
|
$ |
133,753 |
|
|
$ |
137,540 |
|
|
$ |
530,994 |
|
|
$ |
553,237 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), as reported |
|
$ |
(31,107 |
) |
|
$ |
(245,326 |
) |
|
$ |
(121,908 |
) |
|
$ |
(349,285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of goodwill and intangible assets |
|
|
— |
|
|
|
202,233 |
|
|
|
— |
|
|
|
202,233 |
|
Amortization of acquired intangible assets (1) |
|
|
29,455 |
|
|
|
34,950 |
|
|
|
118,642 |
|
|
|
147,700 |
|
Acquisition and integration related costs |
|
|
898 |
|
|
|
2,225 |
|
|
|
4,247 |
|
|
|
5,063 |
|
Restructuring |
|
|
2,912 |
|
|
|
5,386 |
|
|
|
18,273 |
|
|
|
13,978 |
|
Transformation costs |
|
|
252 |
|
|
|
607 |
|
|
|
1,567 |
|
|
|
3,333 |
|
System migration costs |
|
|
— |
|
|
|
594 |
|
|
|
118 |
|
|
|
2,174 |
|
Long-term incentive compensation expenses |
|
|
10,164 |
|
|
|
8,150 |
|
|
|
20,602 |
|
|
|
31,067 |
|
Executive exit costs |
|
|
— |
|
|
|
— |
|
|
|
3,326 |
|
|
|
— |
|
Fair value adjustment of warrants |
|
|
— |
|
|
|
(4 |
) |
|
|
— |
|
|
|
(4,754 |
) |
Fair value adjustment of interest rate swaps |
|
|
(869 |
) |
|
|
8,430 |
|
|
|
(1,287 |
) |
|
|
(2,756 |
) |
Other (income) expense, net |
|
|
584 |
|
|
|
696 |
|
|
|
(677 |
) |
|
|
1,986 |
|
Loss (gain) on sale of business |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
682 |
|
Tax impact of adjustments |
|
|
5,199 |
|
|
|
(1,026 |
) |
|
|
(7,416 |
) |
|
|
(17,230 |
) |
Adjusted net income (loss) from continuing operations |
|
|
17,488 |
|
|
|
16,915 |
|
|
|
35,487 |
|
|
|
34,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
14,349 |
|
|
|
15,671 |
|
|
|
59,990 |
|
|
|
61,778 |
|
Expense (benefit from) income taxes, excluding tax impacts above |
|
|
(5,440 |
) |
|
|
(6,504 |
) |
|
|
1,677 |
|
|
|
965 |
|
Depreciation |
|
|
970 |
|
|
|
701 |
|
|
|
3,374 |
|
|
|
3,330 |
|
Amortization of capitalized internally developed software (1) |
|
|
2,564 |
|
|
|
1,475 |
|
|
|
8,574 |
|
|
|
4,811 |
|
Adjusted EBITDA from continuing operations |
|
$ |
29,931 |
|
|
$ |
28,258 |
|
|
$ |
109,102 |
|
|
$ |
105,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
8,288,631 |
|
|
|
8,074,976 |
|
|
|
8,200,077 |
|
|
|
8,051,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted per share information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), as reported |
|
$ |
(3.75 |
) |
|
$ |
(30.38 |
) |
|
$ |
(14.87 |
) |
|
$ |
(43.38 |
) |
Adjusted net income (loss) from continuing operations |
|
$ |
2.11 |
|
|
$ |
2.09 |
|
|
$ |
4.33 |
|
|
$ |
4.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income (loss) margin % |
|
|
13.1 |
% |
|
|
12.3 |
% |
|
|
6.7 |
% |
|
|
6.2 |
% |
Interest expense, net |
|
|
10.7 |
% |
|
|
11.4 |
% |
|
|
11.3 |
% |
|
|
11.2 |
% |
Expense (benefit from) income taxes, excluding tax impacts above |
|
|
(4.1 |
)% |
|
|
(4.7 |
)% |
|
|
0.3 |
% |
|
|
0.2 |
% |
Depreciation |
|
|
0.7 |
% |
|
|
0.5 |
% |
|
|
0.6 |
% |
|
|
0.6 |
% |
Amortization of capitalized internally developed software (1) |
|
|
2.0 |
% |
|
|
1.0 |
% |
|
|
1.6 |
% |
|
|
0.8 |
% |
Adjusted EBITDA margin % |
|
|
22.4 |
% |
|
|
20.5 |
% |
|
|
20.5 |
% |
|
|
19.0 |
% |
(1) All amortization is excluded from EBITDA. |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued (in thousands, except percentages, unaudited) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Talent Development Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
102,805 |
|
|
$ |
101,957 |
|
|
$ |
405,530 |
|
|
$ |
404,850 |
|
Business unit cost of revenues |
|
|
14,702 |
|
|
|
16,921 |
|
|
|
61,183 |
|
|
|
65,426 |
|
Business unit content and software development expenses |
|
|
12,931 |
|
|
|
14,745 |
|
|
|
52,875 |
|
|
|
56,551 |
|
Business unit product research and management expenses |
|
|
2,687 |
|
|
|
1,325 |
|
|
|
9,001 |
|
|
|
7,278 |
|
Business unit contribution profit |
|
$ |
72,485 |
|
|
$ |
68,966 |
|
|
$ |
282,471 |
|
|
$ |
275,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business unit contribution margin |
|
|
70.5 |
% |
|
|
67.6 |
% |
|
|
69.7 |
% |
|
|
68.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
30,948 |
|
|
$ |
35,583 |
|
|
$ |
125,464 |
|
|
$ |
148,387 |
|
Business unit cost of revenues |
|
|
18,634 |
|
|
|
21,099 |
|
|
|
72,593 |
|
|
|
86,416 |
|
Business unit content and software development expenses |
|
|
542 |
|
|
|
633 |
|
|
|
2,637 |
|
|
|
2,752 |
|
Business unit contribution profit |
|
$ |
11,772 |
|
|
$ |
13,851 |
|
|
$ |
50,234 |
|
|
$ |
59,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business unit contribution margin |
|
|
38.0 |
% |
|
|
38.9 |
% |
|
|
40.0 |
% |
|
|
39.9 |
% |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued (in thousands, unaudited) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP costs of revenues |
|
$ |
33,625 |
|
|
$ |
38,459 |
|
|
$ |
134,879 |
|
|
$ |
153,157 |
|
Depreciation |
|
|
(82 |
) |
|
|
(140 |
) |
|
|
(397 |
) |
|
|
(553 |
) |
Long-term incentive compensation expenses |
|
|
(207 |
) |
|
|
(299 |
) |
|
|
(706 |
) |
|
|
(762 |
) |
Adjusted costs of revenues |
|
|
33,336 |
|
|
|
38,020 |
|
|
|
133,776 |
|
|
|
151,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP content and software development |
|
|
15,321 |
|
|
|
17,007 |
|
|
|
60,757 |
|
|
|
68,031 |
|
Depreciation |
|
|
(78 |
) |
|
|
(67 |
) |
|
|
(296 |
) |
|
|
(236 |
) |
Long-term incentive compensation expenses |
|
|
(1,770 |
) |
|
|
(968 |
) |
|
|
(4,831 |
) |
|
|
(6,318 |
) |
System migration |
|
|
— |
|
|
|
(594 |
) |
|
|
(118 |
) |
|
|
(2,174 |
) |
Adjusted content and software development |
|
|
13,473 |
|
|
|
15,378 |
|
|
|
55,512 |
|
|
|
59,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP selling and marketing |
|
|
40,288 |
|
|
|
40,661 |
|
|
|
162,879 |
|
|
|
170,982 |
|
Depreciation |
|
|
(134 |
) |
|
|
(83 |
) |
|
|
(665 |
) |
|
|
(922 |
) |
Long-term incentive compensation expenses |
|
|
(394 |
) |
|
|
(1,358 |
) |
|
|
(4,042 |
) |
|
|
(3,793 |
) |
Transformation |
|
|
— |
|
|
|
— |
|
|
|
(213 |
) |
|
|
(251 |
) |
Adjusted selling and marketing |
|
|
39,760 |
|
|
|
39,220 |
|
|
|
157,959 |
|
|
|
166,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP general and administrative |
|
|
25,974 |
|
|
|
23,207 |
|
|
|
92,364 |
|
|
|
95,896 |
|
Depreciation |
|
|
(676 |
) |
|
|
(411 |
) |
|
|
(2,016 |
) |
|
|
(1,619 |
) |
Long-term incentive compensation expenses |
|
|
(7,793 |
) |
|
|
(5,525 |
) |
|
|
(11,023 |
) |
|
|
(20,194 |
) |
Transformation |
|
|
(252 |
) |
|
|
(607 |
) |
|
|
(1,354 |
) |
|
|
(3,082 |
) |
Executive costs |
|
|
— |
|
|
|
— |
|
|
|
(3,326 |
) |
|
|
— |
|
Adjusted general and administrative |
|
|
17,253 |
|
|
|
16,664 |
|
|
|
74,645 |
|
|
|
71,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total GAAP operating expenses |
|
|
115,208 |
|
|
|
119,334 |
|
|
|
450,879 |
|
|
|
488,066 |
|
Depreciation |
|
|
(970 |
) |
|
|
(701 |
) |
|
|
(3,374 |
) |
|
|
(3,330 |
) |
Long-term incentive compensation expenses |
|
|
(10,164 |
) |
|
|
(8,150 |
) |
|
|
(20,602 |
) |
|
|
(31,067 |
) |
System migration |
|
|
— |
|
|
|
(594 |
) |
|
|
(118 |
) |
|
|
(2,174 |
) |
Transformation |
|
|
(252 |
) |
|
|
(607 |
) |
|
|
(1,567 |
) |
|
|
(3,333 |
) |
Executive costs |
|
|
— |
|
|
|
— |
|
|
|
(3,326 |
) |
|
|
— |
|
Adjusted operating expenses |
|
$ |
103,822 |
|
|
$ |
109,282 |
|
|
$ |
421,892 |
|
|
$ |
448,162 |
|
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - continued (in thousands, unaudited) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Talent Development Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues and content and software development expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP costs of revenues |
|
$ |
14,972 |
|
|
$ |
17,294 |
|
|
$ |
62,154 |
|
|
$ |
66,572 |
|
Depreciation |
|
|
(74 |
) |
|
|
(92 |
) |
|
|
(340 |
) |
|
|
(464 |
) |
Long-term incentive compensation expenses |
|
|
(196 |
) |
|
|
(281 |
) |
|
|
(631 |
) |
|
|
(682 |
) |
Business unit costs of revenues |
|
|
14,702 |
|
|
|
16,921 |
|
|
|
61,183 |
|
|
|
65,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP content and software development |
|
|
14,690 |
|
|
|
16,435 |
|
|
|
58,017 |
|
|
|
65,234 |
|
Depreciation |
|
|
(59 |
) |
|
|
(63 |
) |
|
|
(270 |
) |
|
|
(227 |
) |
Long-term incentive compensation expenses |
|
|
(1,700 |
) |
|
|
(1,033 |
) |
|
|
(4,754 |
) |
|
|
(6,282 |
) |
System migration |
|
|
— |
|
|
|
(594 |
) |
|
|
(118 |
) |
|
|
(2,174 |
) |
Business unit content and software development |
|
|
12,931 |
|
|
|
14,745 |
|
|
|
52,875 |
|
|
|
56,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP cost of revenues and content and software development expenses |
|
|
29,662 |
|
|
|
33,729 |
|
|
|
120,171 |
|
|
|
131,806 |
|
Depreciation |
|
|
(133 |
) |
|
|
(155 |
) |
|
|
(610 |
) |
|
|
(691 |
) |
Long-term incentive compensation expenses |
|
|
(1,896 |
) |
|
|
(1,314 |
) |
|
|
(5,385 |
) |
|
|
(6,964 |
) |
System migration |
|
|
— |
|
|
|
(594 |
) |
|
|
(118 |
) |
|
|
(2,174 |
) |
Business unit total cost of revenues and content and software development expenses |
|
$ |
27,633 |
|
|
$ |
31,666 |
|
|
$ |
114,058 |
|
|
$ |
121,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues and content and software development expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP costs of revenues |
|
$ |
18,653 |
|
|
$ |
21,165 |
|
|
$ |
72,725 |
|
|
$ |
86,585 |
|
Depreciation |
|
|
(8 |
) |
|
|
(48 |
) |
|
|
(57 |
) |
|
|
(89 |
) |
Long-term incentive compensation expenses |
|
|
(11 |
) |
|
|
(18 |
) |
|
|
(75 |
) |
|
|
(80 |
) |
Business unit costs of revenues |
|
|
18,634 |
|
|
|
21,099 |
|
|
|
72,593 |
|
|
|
86,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP content and software development |
|
|
631 |
|
|
|
572 |
|
|
|
2,740 |
|
|
|
2,797 |
|
Depreciation |
|
|
(19 |
) |
|
|
(4 |
) |
|
|
(26 |
) |
|
|
(9 |
) |
Long-term incentive compensation expenses |
|
|
(70 |
) |
|
|
65 |
|
|
|
(77 |
) |
|
|
(36 |
) |
System migration |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Business unit content and software development |
|
|
542 |
|
|
|
633 |
|
|
|
2,637 |
|
|
|
2,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP cost of revenues and content and software development expenses |
|
|
19,284 |
|
|
|
21,737 |
|
|
|
75,465 |
|
|
|
89,382 |
|
Depreciation |
|
|
(27 |
) |
|
|
(52 |
) |
|
|
(83 |
) |
|
|
(98 |
) |
Long-term incentive compensation expenses |
|
|
(81 |
) |
|
|
47 |
|
|
|
(152 |
) |
|
|
(116 |
) |
Business unit total cost of revenues and content and software development expenses |
|
$ |
19,176 |
|
|
$ |
21,732 |
|
|
$ |
75,230 |
|
|
$ |
89,168 |
|
FREE CASH FLOW RECONCILIATION (in thousands, unaudited) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Twelve Months Ended
|
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Free cash flow reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
$ |
17,751 |
|
|
$ |
11,499 |
|
|
$ |
29,965 |
|
|
$ |
2,818 |
|
Purchase of property and equipment, net |
|
|
(783 |
) |
|
|
(428 |
) |
|
|
(1,593 |
) |
|
|
(4,181 |
) |
Internally developed software - capitalized costs |
|
|
(3,747 |
) |
|
|
(5,667 |
) |
|
|
(16,765 |
) |
|
|
(13,722 |
) |
Total free cash flow |
|
|
13,221 |
|
|
|
5,404 |
|
|
|
11,607 |
|
|
|
(15,085 |
) |
Cash impact for adjusted EBITDA excluded charges |
|
|
4,341 |
|
|
|
7,655 |
|
|
|
21,528 |
|
|
|
17,753 |
|
Adjusted free cash flow (levered) |
|
$ |
17,562 |
|
|
$ |
13,059 |
|
|
$ |
33,135 |
|
|
$ |
2,668 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20250412726739/en/
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SKIL@alpha-ir.com
Media
cameron.martin@skillsoft.com
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