Slide 1: Investor Presentation July 2021
INVESTOR PRESENTATION July 2021
Slide 2: Disclaimer
2 DISCLAIMER This document includes statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 2 7A 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 sa
Slide 3: Introduction
Introduction Strategy Finance Q&A INTRODUCTION 3
Slide 4: What is Skillsoft?
Introduction Strategy Finance Q&A 4 Global leader in corporate digital learning Proprietary content, immersive AI driven platform Global base of blue chip customers WHAT IS ?
Slide 5: Skillsoft at a Glance
5 Strategy Finance Q&A Introduction 70% PENETRATION OF FORTUNE 1000 45M LEARNERS 180K CONTENT ASSETS $691M ADJUSTED GROSS REVENUE (2) 24% ADJUSTED EBITDA MARGIN (2) 5 SKILLSOFT AT A GLANCE (1) (1) All amounts shown are based on Company internal data and relate to FYE 1/31/21. (2) Adjusted Gross Reve
Slide 6: The New Skillsoft
Introduction Strategy Finance Q&A 6 THE NEW SKILLSOFT 01 An attractive market opportunity without a clear leader 02 Building a global leader from a strong foundation 03 A strong platform for further M&A 04 An attractive business model and investment opportunity
Slide 7: Powerful 'At Scale' Foundation and Significant Progress
Introduction Strategy Finance Q&A POWERFUL ‘AT SCALE’ FOUNDATION SIGNIFICANT PROGRESS AND IMPROVEMENTS • Industry leading content library • Strong technology platform ( Percipio ) • Large enterprise customer base • Recurring revenue stream • Strengthened capital structure: o Balance sheet restructur
Slide 8: Jeff Tarr to Lead the New Skillsoft
Introduction Strategy Finance Q&A 8 JEFF TARR TO LEAD THE NEW SKILLSOFT History of Creating Value for Shareholders (IHS’s Revenue Over Tenure; $ in millions) $ 476 $ 1075 2005A 2010A Meaningfully Grew DigitalGlobe’s Business ( DigitalGlobe’s revenue over tenure; $ in millions) $ 340 $ 900 2011A 2017
Slide 9: World Class Leadership Team
Introduction Strategy Finance Q&A 9 WORLD CLASS LEADERSHIP TEAM Chief Content Officer Mark Onisk Chief Marketing Officer Michelle Boockoff - Bajdek Chief Legal Officer Sarah Hilty Chief Accounting Officer / Interim Chief Financial Officer Ryan Murray Chief Strategy and Corporate Development Officer
Slide 10: Prosus Overview
Introduction Strategy Finance Q&A 10 A global consumer internet group and one of the largest technology investors in the world. • Early investor in global tech leaders, including Tencent and Delivery Hero Building leading companies in high growth sectors. • EdTech • Food delivery • Online classified
Slide 11: Prosus a Long Term Strategic Partner
Introduction Strategy Finance Q&A 11 PROSUS A LONG TERM STRATEGIC PARTNER $500M INVESTMENT 11 Governance Strategic x Leading EdTech and growth investor x Strategic Support Agreement in place x Conviction in Skillsoft’s business plan and management Financial x Largest single EdTech PIPE investment an
Slide 12: Strategy
Introduction Strategy Finance Q&A STRATEGY 12
Slide 13: An Attractive Market Opportunity
Introduction Strategy Finance Q&A AN ATTRACTIVE MARKET OPPORTUNITY LARGE MARKET GROWING MARKET STRONG SECULAR GROWTH DRIVERS • Growing skills gap globally • Corporate / C - Suite focus on workforce development / upskilling • Shift from insourced to outsourced training • Shift from classroom to digit
Slide 14: Fragmented Market Space Without a Clear Leader
Introduction Strategy Finance Q&A 14 FRAGMENTED MARKET SPACE WITHOUT A CLEAR LEADER SKILLSOFT IS THE LARGEST PLAYER FOCUSED PRIMARILY ON THE ENTERPRISE NO OTHER CORPORATE DIGITAL LEARNING BUSINESS WITH >$500M OF REVENUE New $500M REVENUE
Slide 15: A New and Inspiring Direction That Builds on Our Strengths
Introduction Strategy Finance Q&A A NEW AND INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHS 15 WHERE WE PLAY We upskill the global workforce across three core segments… (Leadership & Business Skills, Compliance and Technology & Development) …by providing engaging digital learning & development solu
Slide 16: Where We Play: Three Customer Segments
Introduction Strategy Finance Q&A 16 WHERE WE PLAY: UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE CUSTOMER SEGMENTS LEADERSHIP & BUSINESS SKILLS TECHNOLOGY & DEVELOPMENT COMPLIANCE # 1 G L OBAL LEADER CUSTOMER VALUE PROPOSITION Enable leaders and organizations to thrive in a digital world Stay ahead
Slide 17: How We Win: Content Breadth
Introduction Strategy Finance Q&A 17 HOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH • Unique opportunity to create global leader • The breadth of our offering is the #1 reason we win with customers • Supports learners with a unified platform, consistent pedagogy and more complete lear
Slide 18: How We Win: Unique Cross-Sell Opportunities
Introduction Strategy Finance Q&A 18 Note: 1 Covers Q4FY2017 through Q1FY2022. HOW WE WIN: CONTENT OUR CONTENT CREATES UNIQUE CROSS - SELL OPPORTUNITIES CROSS - SELL: Growing share of customers buying 2 - 3 products RETENTION: 21 percentage point higher dollar retention rate among customers purchasi
Slide 19: How We Win: Content Enables Compelling Learning Journeys
Introduction Strategy Finance Q&A 19 HOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYS . . .WITH ORIGINAL AND CURRENT CONTENT A PROVEN LEARNING MODEL. . . . . .THAT DELIVERS REAL - WORLD RESULTS 90 % Of consumption based on proprietary Skillsoft content Skillsoft has conducted neu
Slide 20: How We Win: Percipio Platform
Introduction Strategy Finance Q&A HOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES 2,400 COMPANIES LIVE ON PLATFORM 4 x MORE LEARNING HOURS 1 9M BADGES ISSUED ~ 100 % PERCIPIO COHORT DOLLAR RETENTION RATE UP TO 29 PT INCREASE IN DOLLAR RETENTION RATE 1 THE PERCIPIO PLATFORM • Lea
Slide 21: How We Win: Unrivaled Enterprise Sales Capability
Introduction Strategy Finance Q&A ~ 70 % OF FORTUNE 1000 1 ~ 45 M LEARNERS WORLDWIDE 2 160 + COUNTRIES WORLDWIDE 3 ~ 600 COMBINED SALES TEAM ~ 98 % REVENUE FROM BUSINESS CUSTOMERS 4 HOW WE WIN: GO - TO - MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY 21 Notes: 1 Based on customers who have purchase
Slide 22: A Strong Platform for Accretive M&A
Introduction Strategy Finance Q&A A STRONG PLATFORM FOR ACCRETIVE M&A CONTENT Complete full portfolio of learner needs in our prioritized content areas PLATFORM Enhance our capabilities to drive learner engagement GO TO MARKET Extend our reach into new customer segments More than 1,000 tuck - in acq
Slide 23: A Unique Opportunity for Shareholder Value Creation
Introduction Strategy Finance Q&A 23 A UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATION ATTRACTIVE BUSINESS MODEL • Enterprise subscriptions • High operating leverage • Low capital intensity • Strong free cash flow conversion BUSINESS AT AN INFLECTION POINT • New leadership team with clear strategi
Slide 24: Recap: What Are We Building?
Introduction Strategy Finance Q&A RECAP: WHAT ARE WE BUILDING? WHERE WE PLAY We upskill the global workforce across three core segments… (Leadership & Business Skills, Compliance and Technology & Development) …by providing engaging digital learning & development solutions… …to enterprise clients glo
Slide 25: Finance
Introduction Strategy Finance Q&A FINANCE 25
Slide 26: New Skillsoft Positioned for Profitable Growth
Introduction Strategy Finance Q&A NEW SKILLSOFT POSITIONED FOR PROFITABLE GROWTH HIGH LEVEL OF SUBSCRIPTION REVENUE WITH STRONG REVENUE PREDICTABILITY OPERATING LEVERAGE SUPPORTS FUTURE MARGIN EXPANSION HIGH CASH FLOW CONVERSION PROVIDES FINANCIAL FLEXIBILITY AND SUPPORTS REINVESTMENT IN THE BUSINES
Slide 27: Percipio Migration Supports Improved Retention
Introduction Strategy Finance Q&A 27 POSITIONED FOR GROWTH: PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION AND MORE NEW BUSINESS Note: Dual Deployment (DD) reflects customers who are paying for Percipio and Skillport platforms. Percipio reflects customer s w ho are only paying for Percipio p
Slide 28: Global Knowledge Has Stabilized
Introduction Strategy Finance Q&A 28 POSITIONED FOR GROWTH: GLOBAL KNOWLEDGE HAS STABILIZED WITH IMPROVED PRODUCT MIX • COVID - 19 negatively impacted classroom revenue by ~$115M 3 offset by ~$35M increase from growth in virtual and on - demand offerings • Shift from classroom to virtual driving mar
Slide 29: New Skillsoft Positioned for Growth
Introduction Strategy Finance Q&A 29 NEW SKILLSOFT POSITIONED FOR GROWTH Note: Product level view of Order Intake / Revenue for Skillsoft Content and SumTotal. Reconciliation of non - GAAP financial meas ures provided in appendix. 1 CY2019A reflects 1/31/20A financials for Skillsoft and 9/27/19A for
Slide 30: High Subscription Revenue with Strong Predictability
Introduction Strategy Finance Q&A 30 HIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITY Notes: 1 CY2020A reflects financials for the fiscal year ended 1/31/21 for Skillsoft and the twelve months ended 1/1/21 for Global K now ledge. 2 CY2022E reflects FYE January 31st financials (e.g., FYE 1/31/23E
Slide 31: High Cash Flow Conversion Provides Financial Flexibility
Introduction Strategy Finance Q&A 31 HIGH CASH FLOW CONVERSION PROVIDES FINANCIAL FLEXIBILITY AND SUPPORTS REINVESTMENT ILLUSTRATIVE RUN RATE FREE CASH FLOW BRIDGE (Items shown as % of Adj. EBITDA) • High cash conversion of 70%+ supports growth • Low capital expenditure requirements (~3% of revenue)
Slide 32: Attractive Capital Structure Provides Strategic Flexibility
Introduction Strategy Finance Q&A ATTRACTIVE CAPITAL STRUCTURE PROVIDES STRATEGIC FLEXIBILITY Notes: 1 Based on pro forma balance sheets as of April 30, 2021, adjusted to reflect the combination of Skillsoft and Churchill Capita l C orp II and the acquisition of Global Knowledge on June 11, 2021 as
Slide 33: First Quarter Highlights
Introduction Strategy Finance Q&A 33 FIRST QUARTER HIGHLIGHTS STRONG CORE CONTENT BUSINESS PERFORMANCE See Appendix for additional detail and reconciliation of non - GAAP financial metrics. Order Intake (Bookings) – Core 1 Up 9% ARR (Annual Recurring Revenue) – Core 2 $333M at April 30 vs. $329M at
Slide 34: The New Skillsoft
Introduction Strategy Finance Q&A 34 THE NEW SKILLSOFT 01 An attractive market opportunity without a clear leader 02 Building a global leader from a strong foundation 03 A strong platform for further M&A 04 An attractive business model and investment opportunity
Slide 35: Q&A
Introduction Strategy Finance Q&A Q&A 35
Slide 36: Appendix
APPENDIX skillsoft®
Slide 37: CY2021E Outlook Commentary
CY2021E OUTLOOK COMMENTARY 37 COMMENTARY REVENUE Expect ~46 - 48% of revenue in 1H; ~52 - 54% in 2H • Skillsoft o Primarily subscription (~90% 1 ) earned ratably throughout year o Quarterly progression tied to change in ARR • Global Knowledge o Improving revenue as year progresses and COVID impact l
Slide 38: Order Intake, Revenue and EBITDA Outlook
2019A 2020A 2021E 2022E Skillsoft Order Intake (Bookings): Content $347 $334 SumTotal 138 124 Total Skillsoft Order Intake (Bookings) $485 $458 $435 - $450 $465 - $495 Global Knowledge Order Intake (Bookings): Classroom and All Other $175 $62 Virtual and On-Demand 116 148 Total Global Knowledge Orde
Slide 39: Key Performance Metrics
KEY PERFORMANCE METRICS ($M) 39 2 CY2019A Calendar Year 2020A CY2020A CY2021A Q1A Q2A Q3A Q4A Q1A Skillsoft Content Order Intake (Bookings): Percipio $32 $10 $10 $11 $32 $64 $17 Dual Deployment 116 13 27 36 98 174 10 Skillport 185 14 18 22 27 81 9 Total Skillsoft Content Subscription Order Intake (B
Slide 40: Historical Quarterly Financial Performance
HISTORICAL QUARTERLY FINANCIAL PERFORMANCE ($M) 40 COMMENTARY • Finished at or above upper end of CY20 ranges • Majority of Skillsoft order intake (bookings) generated in second half of each year due to customer renewal timing • Significant shift from legacy Classroom Training to Digital Offerings a
Slide 41: Summary of Shares Outstanding at Various Prices
SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M) 41 Notes: Shares and warrants net for Treasury Stock Method (“TSM”). Excludes equity issued to management and advisors in connec tio n with the consummation of the contemplated transaction, including equity issued under Churchill's manage
Slide 42: Summary Unaudited Pro Forma Condensed Combined Financial Information
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION (S - 4) ($M) 42 Source: S - 4 * Amounts for the year ended December 31, 2020 combine the historical (1) audited financial statements of Churchill as of and f or the year ended December 31, 2020; (2) historical audited consolidated
Slide 43: Reconciliation of Non-GAAP Financial Measures (S-4)
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES (S - 4) ($M) 43 Source: S - 4 1 Calculation pursuant to credit agreement operative in those periods. CY2020A Skillsoft (1/31/21) Global Knowledge (1/1/21) Combined Net Revenue $383 $190 $572 Impact of fresh-start and purchase accounting 89 -- 89 One-ti
Slide 44: Reconciliation of Non-GAAP Financial Measures: Three Months Ended April 30, 2021
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: THREE MONTHS ENDED APRIL 30, 2021 ($M) 44 Note: Global Knowledge revenue above does not include $8M in reseller fees, which are presented on a net basis. For the Three Months ended April 30, 2021 For the Three Months ended April 30, 2021 Non-GAAPfor t
Slide 45: Robust Headroom Available Across Customer Segments Within the U.S.
45 ROBUST HEADROOM AVAILABLE ACROSS CUSTOMER SEGMENTS WITHIN THE U.S. Total Addressable Market represents value of the market in which new Skillsoft participates, including unpenetrated portion that can adopt online learning. U.S. PROFESSIONAL ELEARNING TOTAL ADDRESSABLE MARKET 3 , 2021F $ in B 80%
Slide 46: The New Skillsoft Valuation and Ownership
THE NEW SKILLSOFT 46 Prosus Public Skillsoft Churchill Other PIPE ENTERPRISE VALUE CURRENT TRADING MULTIPLE (3) TOTAL DEBT (1) $ 480 M CASH (1) $ 105 M NET DEBT $ 375M EQUITY MARKET CAP (2) $ 1.3B ENTERPRISE VALUE $ 1.7B ADJ. REVENUE 2.4 x ADJ. EBITDA 8.4 x OWNERSHIP (4) 38% 26% 21% 13% Notes: 1 Bas
Slide 47: Key Customer Wins in 1Q CY2021
KEY CUSTOMER WINS IN 1Q CY2021 47 Company Description Competition Period Skillsoft Value Drivers $2 billion manufacturer of diversified equipment Navex Q1 • Content coverage • Post - sale support • Ease of integration Large transportation and mobility provider "Pandemic & Layoffs" ADP Q1 • Complianc
Slide 48: SumTotal: A Comprehensive Learning and Talent Management System
SUMTOTAL: A COMPREHENSIVE LEARNING AND TALENT MANAGEMENT SYSTEM 48 LEADING PLATFORM COMPREHENSIVE SOLUTION TOP PRIORITIES • Supports every stage of the employee development lifecycle • Robust, highly configurable systems and best positioned to address large, complex, compliance - oriented use cases
Slide 49: Disclaimer
DISCLAIMER 49 This document includes statements that are, or may be deemed to be, “forward - looking statements” within the meaning of Section 2 7A 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 s