Slide 1: Investor Presentation October 2022
INVESTOR PRESENTATION OCTOBER 2022
Slide 2: Disclaimer: Forward Looking Statements
DISCLAIMER 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 t
Slide 3: Disclaimer (Continued): Non-GAAP Financial Measures
DISCLAIMER (CONTINUED) 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,
Slide 4: We propel organizations and people to grow together
Introduction Strategy Finance Q&A We propel organizations and people to grow together through transformative learnings experiences.
Slide 5: Skillsoft by the Numbers
SKILLSOFT BY THE NUMBERS KEY METRICS: FY2023 OUTLOOK: 70%+ $598M OF FORTUNE 1000(1) BOOKINGS(3) 82M+ $115M COMMUNITY OF ADJUSTED EBITDA(4), (5) LEARNERS(2) 200K+ CONTENT ASSETS Notes: (1) Based on sample of customers who have purchased training from Skillsoft or Global Knowledge in the two year peri
Slide 6: Large and Growing Market
LARGE AND GROWING MARKET LARGE MARKET GROWING MARKET STRONG SECULAR GROWTH DRIVERS TOTAL ADDRESSABLE MARKET • Growing skills gap GLOBAL PROFESSIONAL ELEARNING(1) Global Professional eLearning TAM (3) $28B+ • C-Suite focus on workforce development and upskilling +10% p.a. GLOBAL PROFESSIONAL LEARNING
Slide 7: Fragmented Market Space
FRAGMENTED MARKET SPACE ~ $600M CORPORATE DIGITAL LEARNING REVENUE < ~ $700M 7
Slide 8: An Inspiring Direction That Builds on Our Strengths
AN INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHS “We propel organizations and people to grow together through transformative learnings experiences.” WHERE WE PLAY We upskill the global workforce across three core segments… …by providing engaging digital learning & …for enterprise clients globally
Slide 9: Where We Play
WHERE WE PLAY UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE SEGMENTS LEADERSHIP & TECHNOLOGY & COMPLIANCE BUSINESS SKILLS DEVELOPER CUSTOMER Enable leaders and Stay ahead of rapid technology Foster a sustainable, safe, VALUE organizations changes respectful, inclusive PROPOSITION to thrive in a digit
Slide 10: How We Win: Content
HOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH 20 • Important reason we win with customers PERCENTAGE POINTS HIGHER LEAD ERSHIP & BUSINESS SKILLS DOLLAR • Supports learners with a unified RETENTION platform, consistent pedagogy RATE(1) AMONG and more complete learning CUSTOMERS PURCHA
Slide 11: How We Win: Content
HOW WE WIN: CONTENT OUR CONTENT CREATES UNIQUE CROSS-SELL OPPORTUNITIES Growing Share of Skillsoft Content Customers Buying 2-3 Products(1) Annual Recurring Revenue Distribution by Number of Products Purchased 100% 1 Product Category Cross-Sell Opportunities 75% % of Total ARR 2 Products 50% 25% 3 P
Slide 12: How We Win: Content
HOW WE WIN: CONTENT OUR CONTENT ENABLES COMPELLING LEARNING JOURNEYS A COMPLETE . . .WITH ORIGINAL AND A PROVEN . . .THAT DELIVERS REAL- LEARNING SOLUTION. . . CURRENT CONTENT LEARNING MODEL based on WORLD RESULTS MIT research . . . 200K+ 90% 80% Content assets Of consumption based on Apply what the
Slide 13: How We Win: Platform
HOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES ~ 3,500 COMPANIES LIVE ON PLATFORM 4x MORE LEARNING HOURS(1) 22M+ BADGES ISSUED THE PERCIPIO PLATFORM WHY CUSTOMERS CHOOSE PERCIPIO • Learner focused • Easy interface • Skill-based learning paths • Better engagement 104% PERCIPIO C
Slide 14: How We Win: Go-to-Market
HOW WE WIN: GO-TO-MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY 70%+ 82M+ ~700 160+ OF FORTUNE 1000(1) COMMUNITY OF GO-TO-MARKET COUNTRIES LEARNERS ORGANIZATION WORLDWIDE(3) WORLDWIDE(2) Notes: (1) Based on sample of customers who have purchased training from Skillsoft or Global Knowledge in the m
Slide 15: Strong Platform for Accretive M&A
STRONG PLATFORM FOR ACCRETIVE M&A: BRINGING BEST IN CLASS CAPABILITIES THROUGH PARTNERSHIP AND ACQUISITION CRITERIA ACQUIRER OF CHOICE CONTENT PLATFORM GO-TO-MARKET Complete Portfolio in Enhance Capabilities Extend Reach and High Demand Areas and Learner Experience Leverage Existing Base LARGE P ERC
Slide 16: Codecademy Acquisition: Creating a Leader in Tech & Dev
+ CODECADEMY ACQUISITION: CREATING A LEADER IN TECH & DEV #1 Extending Our Content Offering Across Critical Technologies #2 Enhancing The Percipio Platform With New Learning Capabilities #3 Broadening Our Reach #4 Creating Significant Cross-Sell Opportunities #5 Positioning Skillsoft For Faster Grow
Slide 17: Extending Our Content Offering
+ EXTENDING OUR CONTENT OFFERING STRENGTHS IN SEGMENTS THAT ACCOUNT FOR MAJORITY OF TECH & DEV MARKET CLOUD SECURITY DATA PROGRAMMING • Cloud • Pen Testing • Data Science • DevOps + Transformation • Artificial Intelligence • Full Stack • Hybrid/Multi-cloud • Incident Response + Machine Learning • Da
Slide 18: Enhancing the Percipio Platform
+ ENHANCING THE PERCIPIO PLATFORM A NEW WAY OF LEARNING THE MOST CRITICAL TECHNOLOGY SKILLS LEARN APPLY COLLABORATE HANDS-ON PRACTICE LABS | MICRO-LEARNING COURSES LIVESTREAMS | INSTRUCTOR-LED TRAINING LOCAL, LIVE SUPPORT 18
Slide 19: Broadening Our Reach
+ BROADENING OUR REACH NEARLY DOUBLES REGISTERED LEARNERS | COMPLEMENTARY CUSTOMER BASES SKILLSOFT CODECADEMY COMBINED COMMUNITY OF LEARNERS(1) 40M + + 42M + = 82M+ B2B CUSTOMERS 12k+ + ~ 660 = ~ 13k B2C CUSTOMERS NM + ~ 179k = ~ 179k SALES ORGANIZATION(2) 700+ + < 10 = 700+ Note: (1) Comprised of 4
Slide 20: Creating Cross-Sell Opportunities
+ CREATING CROSS-SELL OPPORTUNITIES COMPLEMENTARY CONTENT AND GO-TO-MARKET CAPABILITIES • 700+ person B2B go-to-market • Established digital selling motion organization CHANNEL • 12k+ customers, including 70%+ of • 42M+ registered learners, and over Fortune 1000 250k organic B2C sign-ups per month •
Slide 21: Positioning Skillsoft for Faster Growth
+ POSITIONING SKILLSOFT FOR FASTER GROWTH IMMEDIATELY ACCRETIVE TO SKILLSOFT REVENUE AND BOOKINGS GROWTH TOTAL PAYING USERS 190K 135K 86K 46K Rapid, high margin and sustainable growth 2018 2019 2020 2021 BOOKINGS 85%+ 41% $38M $47M Gross Margin Paying User Growth(1) $23M $8M 2018 2019 2020 2021 27%
Slide 22: A Unique Opportunity for Shareholder Value Creation
A UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATION WELL-PLACED TO DELIVER ON A BOLD VISION FOR THE FUTURE ON A GROWTH • Well-positioned to TRAJECTORY extend global category leadership • New leadership team with • Revitalized Tech & ATTRACTIVE clear strategic direction Dev business re- BUSINESS posi
Slide 23: Positioned for Growth
POSITIONED FOR GROWTH PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION AND MORE NEW BUSINESS PERCIPIO VS. LEGACY PLATFORM SKILLPORT PERFORMANCE COMPARISON ($ in millions) $327 $317 $321 11% ~25% 55% ~75% on ~55% ~89% on Annual Recurring ~51% Percipio Percipio or Dual or Dual Revenue Deploy- De
Slide 24: Attractive Financial Profile
ATTRACTIVE FINANCIAL PROFILE HIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITY FY2022A(1) 5% • Subscriptions provide visibility and predictability SKILLSOFT 95% • Skillsoft Content 90%+ subscription revenue 7% GLOBAL • Recurring contracts with Fortune 1000 customers KNOWLEDGE 93% ~ • Global Knowl
Slide 25: Capital Structure Overview
CAPITAL STRUCTURE OVERVIEW CAPITAL STRUCTURE DEBT TERMS ($M) ($M) AS OF Q2 POST SALE OF FY2023 (7/31/2022) SUMTOTAL (3) (8/15/2022) TERM LOAN B FACILITY $640 TOTAL DEBT(1) $657 $626 MATURITY 2028 CASH $43 $187 PRICING SOFR + 525bps (0.75% SOFR floor) NET DEBT(1) $614 $439 PREPAYMENT 101 soft call fr
Slide 26: Appendix
APPENDIX skillsoft®
Slide 27: Historical Quarterly Financial Performance
HISTORICAL QUARTERLY FINANCIAL PERFORMANCE ($M) FY2020A FY2021A FY2022A FY2023A Total Q1A Q2A Q3A Q4A Total Q1A Q2A Q3A Q4A Total Q1A Q2A Content Bookings $347 $39 $59 $74 $164 $334 $39 $64 $78 $168 $349 $51 $77 GK/ILT Bookings 291 57 49 55 53 214 65 64 62 60 250 56 $46 Total Bookings $638 $96 $107
Slide 28: Historical Quarterly Financial Performance (Pro Forma)
HISTORICAL QUARTERLY FINANCIAL PERFORMANCE PROFORMA VALUES WITH CODECADEMY IN ALL YEARS STARTING APRIL 5TH ($M) FY2020A FY2021A FY2022A FY2023A Total Q1A Q2A Q3A Q4A Total Q1A Q2A Q3A Q4A Total Q1A Q2A Content Bookings $368 $41 $69 $84 $175 $369 $42 $75 $91 $182 $389 $51 $77 GK/ILT Bookings 291 57 4
Slide 29: Summary of Shares Outstanding at Various Prices
SUMMARY OF SHARES OUTSTANDING AT VARIOUS PRICES (SHARES IN M) COMMENTARY Public Shares as % SHARES: of Shares Outstanding (Incl / • Includes 34.3M public IPO shares(2) Total Shares Excl Public Share Price Public IPO Shares Outstanding(4) Warrants) (1) • Includes 17.25M founder shares • Includes 28.5
Slide 30: Reconciliation of Non-GAAP Financial Measures
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES: THREE MONTHS ENDED JULY 31, 2022 For the Three Months Ended July 31, 2022 Non-GAAP (IN THOUSANDS) Revenue (1) Skillsoft Corp. Adjustments Combined Revenues: Total revenues $ 140,574 $ 7,808 $ 148,382 Operating expenses Cost of revenues 34,998 7,808 42,8
Slide 31: Reconciliation of Non-GAAP Financial Measures
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES: SIX MONTHS ENDED JULY 31, 2022 For the Six Months Ended July 31, 2022 (IN THOUSANDS) Non-GAAP Revenue Skillsoft Corp. Adjustments (1) Combined Revenues: Total revenues $ 275,413 $ 14,139 $ 289,552 Operating expenses Cost of revenues 73,008 14,139 87,147
Slide 32: Reconciliation of Non-GAAP Financial Measures
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES: THREE MONTHS ENDED JULY 31, 2021 For the Three Months Ended July 31, 2021 (IN THOUSANDS) For the Period from For the Period from Period from 6/12/21 to 5/1/21 to 6/11/21 5/1/21 to 6/11/21 7/31/21 Non-GAAP Global Revenue Knowledge Skillsoft Skillsoft (1)
Slide 33: Reconciliation of Non-GAAP Financial Measures
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES: SIX MONTHS ENDED JULY 31, 2021 For the For the For the Six Months Ended July 31, 2021 For the (IN THOUSANDS) Period from 2/1/21 to 6/11/21 Period from 2/1/21 to 6/11/21 Period from 6/12/21 to Non-GAAP Global Revenue Knowledge Skillsoft Skillsoft (1) Adj
Slide 34: Supported by Prosus Strategic Investment
SUPPORTED BY PROSUS STRATEGIC INVESTMENT COMPANY OVERVIEW INVESTMENT PHILOSOPHY FOCUSED ACTIVE LONG-TERM FOCUS A global consumer Building leading Listed on Euronext internet group and companies in high Amsterdam Thematic, sector- More than funding. Partnering with one of the largest growth sectors.