Slide 1: September 2021 Investor Presentation
SEPTEMBER 2021 INVESTOR PRESENTATION
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 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intende
Slide 3: Disclaimer (Continued): Non-GAAP Financial Measures and Key Performance Metrics
DISCLAIMER (CONTINUED) 3 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 succe ss. Non - GAAP measures and key performance metrics are frequently used by securities
Slide 4: Introduction, Strategy, Finance, Q&A: Vision
Introduction Strategy Finance Q&A VISION ‘To be the most highly valued provider of learning solutions, preparing the workforce of today with the skills for tomorrow.’ 4
Slide 5: Key Metrics: Skillsoft by the Numbers
5 KEY METRICS ~70% OF FORTUNE 1000 (1) ~45M LEARNERS 180K+ CONTENT ASSETS SKILLSOFT BY THE NUMBERS Notes: (1) Based on sample of customers who have purchased training from Skillsoft or Global Knowledge in the most recent two year period. (2) Based on midpoint of FY2022E guidance ranges. Reflects est
Slide 6: 2Q Highlights
2Q HIGHLIGHTS $155M Total Bookings 18% Year - over - Year Growth 47% Percipio Bookings Growth (1) 19% Core Bookings Growth (2) $176M Adjusted Revenue (3) 103% Dollar Retention Rate ( Percipio + Dual Deployment) $43M Adjusted EBITDA (3) 24% Margin • Began trading on NYSE • Closed $500M investment fro
Slide 7: Updated FY2022 Outlook
UPDATED FY2022 OUTLOOK 7 Note: (1) Adjusted Revenue and A djusted EBITDA are non - GAAP financial measures. See Appendix for reconciliation to GAAP. $M REVISED PREVIOUS LOW HIGH LOW HIGH BOOKINGS $690 - $710 $660 - $690 ADJUSTED REVENUE (1) $670 - $690 $645 - $675 ADJUSTED EBITDA (1) $155 - $175 $15
Slide 8: Large and Growing Market
LARGE AND GROWING MARKET LARGE MARKET GROWING MARKET STRONG SECULAR GROWTH DRIVERS • Growing skills gap • C - Suite focus on workforce development and upskilling • Shift from insourced to outsourced training • Shift from classroom to digital training • Acceleration by COVID - 19 and work - from - ho
Slide 9: Fragmented Market Space
FRAGMENTED MARKET SPACE $600M CORPORATE DIGITAL LEARNING REVENUE 9
Slide 10: An Inspiring Direction That Builds on Our Strengths
AN INSPIRING DIRECTION THAT BUILDS ON OUR STRENGTHS WHERE WE PLAY We upskill the global workforce across three core segments… (Leadership & Business Skills, Compliance and Technology & Developer) …by providing engaging digital learning & development solutions… …to enterprise clients globally ‘To be
Slide 11: Where We Play: Upskilling the Global Workforce Across Three Segments
WHERE WE PLAY UPSKILLING THE GLOBAL WORKFORCE ACROSS THREE SEGMENTS LEADERSHIP & BUSINESS SKILLS TECHNOLOGY & DEVELOPER COMPLIANCE CUSTOMER VALUE PROPOSITION Enable leaders and organizations to thrive in a digital world Stay ahead of rapid technology changes Foster a sustainable, safe, respectful, i
Slide 12: How We Win: Content Breadth of Our Offering Will Drive Growth
HOW WE WIN: CONTENT BREADTH OF OUR OFFERING WILL DRIVE GROWTH • Important reason we win with customers • Supports learners with a unified platform, consistent pedagogy and more complete learning journeys • Creates opportunities for cross - and upsell • Drives higher retention 21 PERCENTAGE POINT HIG
Slide 13: How We Win: Our Content Creates Unique Cross-Sell Opportunities
HOW WE WIN: CONTENT OUR CONTENT CREATES UNIQUE CROSS - SELL OPPORTUNITIES Growing S hare of Skillsoft Content Customers B uying 2 - 3 Products (1) Annual Recurring Revenue Distribution by Number of Products Purchased 3 PRODUCTS 2 PRODUCT S 1 PRODUCT 0% 25% 50% 75% 100% 1Q19 2Q19 3Q19 4Q19 1Q20 2Q20
Slide 14: How We Win: Our Content Enables Compelling Learning Journeys
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 Based on MIT research Apply what they have learned (1) 35% Of act
Slide 15: How We Win: Platform
HOW WE WIN: PLATFORM PERCIPIO PLATFORM DELIVERS ENGAGING EXPERIENCES ~3,000 COMPANIES LIVE ON PLATFORM 4x MORE LEARNING HOURS (1) 11M BADGES ISSUED ~100% PERCIPIO COHORT DOLLAR RETENTION RATE UP TO 29PT INCREASE IN DOLLAR RETENTION RATE (1) THE PERCIPIO PLATFORM • Learner focused • S kill - based le
Slide 16: How We Win: Go-to-Market
~70% OF FORTUNE 1000 (1) ~45M LEARNERS WORLDWIDE (2) 160+ COUNTRIES WORLDWIDE (3) ~600 GO - TO - MARKET ORGANIZATION ~98% REVENUE FROM BUSINESS CUSTOMERS (4) HOW WE WIN: GO - TO - MARKET AN UNRIVALED ENTERPRISE SALES CAPABILITY 16 Notes: (1) Based on sample of customers who have purchased training f
Slide 17: Strong Platform for Accretive M&A
STRONG PLATFORM FOR ACCRETIVE M&A 17 PERCIPIO PLATFORM LARGE SALES TEAM LARGE CUSTOMER BASE STRONG BALANCE SHEET COMMITTED INVESTORS ACQUIRER OF CHOICE 1,000 + companies with < $100 M revenue + Others with > $100 M revenue CRITERIA OPPORTUNITY RICH ENVIRONMENT CONTENT PLATFORM GO - TO - MARKET • Com
Slide 18: A Unique Opportunity for Shareholder Value Creation
A UNIQUE OPPORTUNITY FOR SHAREHOLDER VALUE CREATION ATTRACTIVE BUSINESS MODEL • Enterprise subscriptions • High operating leverage • Low capital intensity • Strong free cash flow conversion ON A GROWTH TRAJECTORY • New leadership team with clear strategic direction • On track to complete Percipio mi
Slide 19: Attractive Financial Profile
Positioned for profitable growth High level of subscription renewal Operating leverage High cash flow conversion Attractive capital structure ATTRACTIVE FINANCIAL PROFILE 19 #1 #2 #3 #4 #5
Slide 20: Positioned for Growth: Percipio Migration
POSITIONED FOR GROWTH PERCIPIO MIGRATION SUPPORTS IMPROVED REVENUE RETENTION AND MORE NEW BUSINESS 13% 24% 59% 32% 51% 31% 55 % 25 % 9 % FY2020A FY2021A FY2022E 94% 100% 96 - 102% 111% 101% 96 - 102% 84% 75% 69 - 75% $10 $15 $22 - $30 COMPOSITION OF ANNUAL RECURRING REVENUE (Skillsoft Content exclud
Slide 21: Global Knowledge Growing with Improved Product Mix
GLOBAL KNOWLEDGE GROWING WITH IMPROVED PRODUCT MIX • COVID - 19 negatively impacted classroom revenue by ~$115M (4) offset by ~$35M growth in digital offerings • Shift from classroom to digital driving margin improvement • Bookings growing with improved revenue mix SEQUENTIAL BOOKINGS PROGRESSION (1
Slide 22: Attractive Financial Profile: High Subscription Revenue
ATTRACTIVE FINANCIAL PROFILE HIGH SUBSCRIPTION REVENUE WITH STRONG PREDICTABILITY 22 Subscription Revenue Non - subscription Revenue Note: (1) FY2021A reflects financials for the fiscal year ended 1/31/21 for Skillsoft and the twelve months ended 1/1/21 for Global Kno wle dge. • Subscriptions provid
Slide 23: High Cash Flow Conversion
HIGH CASH FLOW CONVERSION PROVIDES FINANCIAL FLEXIBILITY AND SUPPORTS REINVESTMENT ILLUSTRATIVE RUN RATE FREE CASH FLOW BRIDGE (1) (Items shown as % of Adjusted EBITDA) • 70%+ cash conversion supports growth investment • Low capital expenditure requirements (~3% of revenue) • Refinancing lowered int
Slide 24: Attractive Capital Structure
ATTRACTIVE CAPITAL STRUCTURE DEBT REFINANCING LOWERED ANNUAL CASH INTEREST BY $25M CAPITAL STRUCTURE PRO FORMA FOR REFINANCING COMPLETED IN JULY ($M) TOTAL DEBT (1) $467 CASH (1) $91 NET DEBT $376 DEBT TERMS ATTRACTIVE COST OF CAPITAL ($M) NEW FACILITY $480 (Term Loan B) MATURITY 2028 (7 year) PRICI
Slide 25: Q&A
Q&A skillsoft®
Slide 26: Appendix
APPENDIX skillsoft®
Slide 27: Financial Overview
FINANCIAL OVERVIEW ($M) 27 Notes: (1) All fiscal years reflect period ending January 31 for Skillsoft and Global Knowledge . (2) $15M of cost synergies expected in the first twelve months after 6/11/21 merger closing. $25M run rate synergies expected by th e end of the second twelve months post - cl
Slide 28: Key Performance Metrics
KEY PERFORMANCE METRICS ($M) 28 Note: FY2021A and Q1 FY2022A and Q2 FY2022A reflect financials for 12 months ended 01/31/21, 3 months ended 4/30/21A, and 7/31/21A, re spectively, for Skillsoft and Global Knowledge. FY2020A reflects financials for 12 months ended 1/31/20 for Skillsoft and Global Know
Slide 29: Historical Quarterly Financial Performance
HISTORICAL QUARTERLY FINANCIAL PERFORMANCE ($M) COMMENTARY • Finished at or above upper end of FY21 ranges • Majority of Skillsoft Bookings generated in second half of each year due to customer renewal timing • Significant shift from legacy Classroom Training to Digital Offerings at Global Knowledge
Slide 30: Summary of Shares Outstanding at Various Prices
Share Price Public IPO Shares Total Shares Outstanding Public Shares as % of Shares Outstanding (Incl / Excl Public Warrants) $10.00 34.3 133.1 25.8% / 25.8% $12.00 35.3 135.6 26.0% / 25.3% $14.00 38.4 144.1 26.7% / 23.8% $16.00 40.8 150.5 27.1% / 22.8% $18.00 42.6 155.4 27.4% / 22.1% $20.00 42.6 15
Slide 31: Reconciliation of Non-GAAP Measures: Fiscal Year Ended January 31, 2020
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: FISCAL YEAR ENDED JANUARY 31, 2020 ($M) 31 $ millions Fiscal Year Ended January 31, 2020 Skillsoft Global Knowledge Combined Net Revenue $514 $254 $768 Impact of fresh-start and purchase accounting -- -- -- One-time impact of the deconsolidation of Ca
Slide 32: Reconciliation of Non-GAAP Measures: Fiscal Year Ended January 31, 2021
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: FISCAL YEAR ENDED JANUARY 31, 2021 ($M) 32 $ millions Fiscal Year Ended January 31, 2021 Skillsoft Global Knowledge Combined Net Revenue $383 $189 $572 Impact of fresh-start and purchase accounting 89 -- 89 One-time impact of the deconsolidation of Ca
Slide 33: Reconciliation of Non-GAAP Measures: Three Months Ended July 31, 2021
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: THREE MONTHS ENDED JULY 31, 2021 33 $ millions Global Knowledge Skillsoft Skillsoft (2) Combined Revenues: Total revenues 25 48 58 45 176 Operating expenses Cost of revenues 12 11 28 6 58 Content and software development 7 10 18 Selling and marketing
Slide 34: Reconciliation of Non-GAAP Measures: Six Months Ended July 31, 2021
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: SIX MONTHS ENDED JULY 31, 2021 34 $ millions Global Knowledge Skillsoft Skillsoft (2) Combined Revenues: Total revenues 72 140 58 73 343 Operating expenses Cost of revenues 35 36 28 15 113 Content and software development 24 10 34 Selling and marketin
Slide 35: Reconciliation of Non-GAAP Measures: Three Months Ended July 31, 2020
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: THREE MONTHS ENDED JULY 31, 2020 35 $ millions Combined Revenues: Total revenues 45 117 7 168 Operating expenses Cost of revenues 23 22 7 52 Content and software development 1 17 18 Selling and marketing 9 34 43 General and administrative 8 15 23 Amor
Slide 36: Reconciliation of Non-GAAP Measures: Six Months Ended July 31, 2020
RECONCILIATION OF NON - GAAP FINANCIAL MEASURES: SIX MONTHS ENDED JULY 31, 2020 36 $ millions Combined Revenues: Total revenues 99 235 14 348 Operating expenses Cost of revenues 54 46 14 114 Content and software development 2 34 35 Selling and marketing 20 67 87 General and administrative 16 32 48 A
Slide 37: Prosus: Global Consumer Internet Group and Investor
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 classifieds • Payments & fintech Listed on Euro
Slide 38: Jeff Tarr: A Proven Leader
JEFF TARR A PROVEN LEADER 38 $ 476 $ 1075 2005A 2010A $ 340 $ 900 2011A 2017A • Former CEO of DigitalGlobe and Hoover’s • Former President & COO of IHS CAGR 18% CAGR 18% Source: DigitalGlobe , Maxar Technologies and IHS filings, public information and FactSet. Meaningful Crew DigitalGlobe’s Business
Slide 39: World-Class Leadership Team
WORLD - CLASS LEADERSHIP TEAM 39 Michelle Boockoff - Bajdek Chief Marketing Officer Gary Fererra Chief Financial Officer Sara Hilty Chief Legal Officer Mark Onisk Chief Content Officer Apratim Purakayastha Chief Technology Officer Eric Stine Chief Revenue Officer Rich Walker Chief Strategy and Corpo