Skillsoft Corp.

Previous wording

Refer to Note 12 “Segment Information” to the Interim Financial Statements for information regarding our segments, including a reconciliation of segment (“business unit”) contribution profit for the periods presented to net income (loss). Segment (“business unit”) contribution profit and segment (“business unit”) contribution margin are internal measures used by our Chief Operating Decision Maker (“CODM”) to evaluate and assess the results of our segments. We disclose these non-GAAP segment results because we believe they provide meaningful supplemental information. Business unit contribution profit is defined as business unit revenue, less business unit cost of revenues, business unit content and software development expenses, and business unit product research and management expenses. We have excluded the following items in our determination of the business unit cost of revenues, business unit content and software development expenses, and business unit product research and management expenses as our CODM does not include them in the measurement of the performance of the segment:

Current wording

Refer to Note 12 “Segment Information” to the Interim Financial Statements for information regarding our segments, including a reconciliation of segment (“business unit”) contribution profit to net income (loss) for the three and nine months ended October 31, 2025 and 2024. Segment (“business unit”) contribution profit and segment (“business unit”) contribution margin are the measures used by our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, to allocate resources and to assess the performance of our segments. Business unit contribution profit is determined by subtracting the following from segment revenue: business unit cost of revenues, business unit content and software development expenses, and with respect to our TDS segment, business unit product research and management expenses, which are defined as the costs of revenues, content and software development expenses, and product research and management expenses attributable to each segment, respectively (allocated as described in Note 12 “Segment Information” to the Interim Financial Statements), but excluding in each case the following items, as our CODM does not consider them in the measurement of segment performance:

Previous wording

Our GK segment generates revenues from virtual, in-classroom, and on-demand training solutions geared at foundational, practitioner and expert information technology professionals. Our offerings include authorized content from various partners aimed at providing professional certifications for individuals that successfully complete all requirements. GK’s digital and in-classroom learning solutions provide enterprises, government agencies, and educational institutions a broad selection of customizable courses to help meet their technology and development needs.

Current wording

Our GK segment generates revenues from virtual, in-classroom, and on-demand training solutions geared at foundational, practitioner and expert information technology professionals. Our offerings include authorized content from various partners aimed at providing professional certifications for individuals that successfully complete all requirements. GK’s digital and in-classroom learning solutions provide enterprises, government agencies, and educational institutions with a broad selection of customizable courses to help meet their technology and development needs.

Previous wording

Revenues for the GK segment declined, when comparing the three and six months ended July 31, 2025 to the same respective periods in 2024. While the rate of decline in the three months ended July 31, 2025 moderated relative to previous quarters, reflecting the impact of our second-half fiscal 2025 investments, the GK segment was affected by macroeconomic uncertainty and seasonal patterns, as well as a continued decline in public sector business that contributed to lower enrollment, which we anticipate will lower our future revenue trend. For TDS, when comparing the six months ended July 31, 2025 to the same period in 2024, the increase in total revenue was primarily due to our efforts to capitalize on the market shift from learning and skills to talent development as discussed at Skillsoft's July 11, 2024 Investor Day. This increase was partially offset by a decline in Learner offerings revenue, which is the primary reason for the decline in revenues for the TDS segment when comparing the three months ended July 31, 2025 to the three months ended July 31, 2024.

Current wording

Revenues for the GK segment declined, when comparing the three and nine months ended October 31, 2025 to the respective prior year periods. The GK segment was affected by macroeconomic uncertainty and seasonal patterns, as well as a continued decline in public sector business that contributed to lower enrollment. We expect these trends to continue to lower our future GK segment revenues for the foreseeable future. For the TDS segment, total revenue decreased for the three and nine months ended October 31, 2025 compared with the respective prior-year periods, primarily due to lower Learner revenue.

Previous wording

Cost of revenues is a variable expense that is primarily driven by revenue volume and the composition of product and service types when they have different margins. The decrease in compensation and benefits, when comparing the three and six months ended July 31, 2025 to the corresponding periods in 2024, were primarily attributable to the decline in our GK segment revenues as discussed inSubscription and Non-Subscription Revenue above and actions taken in connection withthe CRRP. The decrease in facilities and utilities expenses, when comparing the three and six months ended July 31, 2025 to the corresponding periods in 2024, was primarily attributable to cost savings from the consolidation of our facilities. These decreases were partially offset by the increase in courseware, instructor fees and outside services, which were primarily the result of product and service mix and rising third-party costs. In addition, the increase in hosting and software maintenance expense, was primarily due to investments in technology.

Current wording

Cost of revenues is a variable expense that is primarily driven by revenue volume and the composition of product and service types when they have different margins. The decrease in compensation and benefits, when comparing the nine months ended October 31, 2025 to the corresponding period in 2024, was primarily attributable to the decline in our revenues as discussed in*Subscription and Non-Subscription Revenue.*The decrease in facilities and utilities expenses, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, was primarily attributable to cost savings from the consolidation of our facilities. These decreases were partially offset bythe increase in hosting and software maintenance expenses primarily due to investments in technology. In addition, the increase in courseware, instructor fees and outside services were primarily the result of product and service mix and rising third-party costs. Furthermore, the increase in compensation and benefits, when comparing the three months ended October 31, 2025 to the corresponding period in 2024, was primarily the result of product and service mix changes, which resulted in an increase in internal instructors.

Previous wording

The decreases in compensation and benefits and consulting and outside services, when comparing the three and six months ended July 31, 2025 to the same respective periods in 2024, were primarily attributable to productivity gains through leveraging AI and the impact of our CRRP. These decreases were partially offset by the increase in software maintenance expenses, when comparing the three and six months ended July 31, 2025 to the same respective periods in 2024, which were primarily due to investments in technology.

Current wording

The decreases in compensation and benefits, when comparing the three and nine months ended October 31, 2025 to the prior year periods, were primarily attributable to productivity gains through leveraging technology investments. These decreases were partially offset by the increase in software maintenance expenses, when comparing the three and nine months ended October 31, 2025 to the prior year periods, which were primarily due to investments in technology. The increase in consulting and outside services, when comparing the three months ended October 31, 2025 to the corresponding period in 2024, was primarily timing-related as demonstrated by the decline when comparing the nine months ended October 31, 2025 to the prior year period.

Previous wording

Selling and marketing (“S&M”) expenses consist primarily of employee salaries and benefits for selling, marketing and pre-sales support personnel; commissions; travel expenses; advertising and promotional expenses; consulting and outside services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of S&M expenses (in thousands, except percentages):

Current wording

Selling and marketing (“S&M”) expenses consist primarily of employee compensation and benefits for selling, marketing and pre-sales support personnel; commissions; travel expenses; advertising and promotional expenses; consulting and outside services; facilities costs; depreciation; and software maintenance costs. The following provides details regarding the changes in components of S&M expenses (in thousands, except percentages):

Previous wording

The decrease in compensation and benefits, when comparing the three and six months ended July 31, 2025 to the same respective periods in 2024, was primarily attributable to the impact of our CRRP. The decreases in advertising and promotions and software maintenance, when comparing the three and six months ended July 31, 2025 to the corresponding periods in 2024, were primarily attributable to proactive reductions in branding initiatives and paid media spend. The decrease in facilities, utilities, and other expenses, when comparing the three and six months ended July 31, 2025 to the same respective periods in 2024, were primarily attributable to cost savings from the consolidation of our facilities. These declines were partially offset by the increase in expenses for consulting and outside services, when comparing the three and six months ended July 31, 2025 to the corresponding periods in 2024, which was primarily the result of the strategic decision to obtain targeted marketing expertise to enhance brand awareness in order to drive revenue growth.

Current wording

The decrease in compensation and benefits, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, was primarily attributable to the impact of our July 2024 comprehensive resource reallocation plan. The decreases in advertising and promotions and software maintenance, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, were primarily attributable to proactive reductions in branding initiatives and paid media spend. The decrease in facilities, utilities, and other expenses, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, were primarily attributable to cost savings from the consolidation of our facilities. These declines were partially offset by the increase in expenses for consulting and outside services, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, which was primarily the result of the strategic decision to obtain targeted marketing expertise to enhance brand awareness in order to drive revenue growth.

Previous wording

The decrease in compensation and benefits, when comparing the six months ended July 31, 2025 to the same period in 2024, was primarily the result of the impact of our CRRP, partially offset by an increase instock-compensation expense due to higher forfeitures during the three months ended July 31, 2024 compared to the three months ended July 31, 2025. Our integration and restructuring activities, including cost savings from the consolidation of our facilities and lower insurance, also contributed to the overall decline in G&A expenses in those categories during the three and six months ended July 31, 2025 compared to the respective prior year periods. These decreases were partially offset by an increase in consulting and outside services, during the six months ended July 31, 2025 compared to the prior year period, attributable to a digital strategy initiative aimed at enhancing our operational effectiveness.

Current wording

Integration and restructuring activities, including cost savings from the consolidation of our facilities and lower software maintenance, franchise, sales, and property taxes, and insurance, drove the overall decline in G&A expenses in those categories during the three and nine months ended October 31, 2025 compared to the respective prior year periods. The decreases applicable to the three months ended October 31, 2025 compared to the prior year period were partially offset by an increase in compensation and benefits, resulting primarily from an increase in stock-compensation expense resulting from higher forfeitures during the three months ended October 31, 2024 due to unvested equity-based awards associated with our former Chief Executive Officer whose employment with Skillsoft ended on May 9, 2024. The decreases applicable to the nine months ended October 31, 2025 compared to the prior year period were partially offset by an increase in consulting and outside services, attributable to a digital strategy initiative aimed at enhancing our operational effectiveness.

Previous wording

Amortization of intangible assets, when comparing the three and six months ended July 31, 2025 to the same respective periods in 2024, remained relatively consistent as increases in amortization of capitalized internal use software development costs were offset by decreases attributable to certain intangible assets becoming fully amortized.

Current wording

Amortization of intangible assets, when comparing the three and nine months ended October 31, 2025 to the same respective periods in 2024, remained relatively consistent as increases in amortization of capitalized internal use software development costs were offset by decreases attributable to certain intangible assets becoming fully amortized.

Previous wording

In connection with our CRRP, the acquisition integration process and our workplace flexibility policy, we continued our initiatives and commitment to reduce our costs and better align operating expenses with existing economic conditions and our operating model, with the intention of improving operating efficiency, competitiveness and business profitability. These initiatives included workforce reductions and the consolidation of facilities as we adopted new work arrangements for certain locations. Our restructuring charges recognized during the three and six months ended July 31, 2025 totaling $2.2 million and $3.5 million, respectively, were primarily associated with thecosts of terminated employees. Our restructuring charges recognized during the three and six months ended July 31, 2024 totaling $11.3 million and $12.3 million, respectively, were primarily associated with thecosts of terminated employees, as well as lease terminations and lease impairment charges.

Current wording

In connection with a comprehensive resource reallocation plan announced on July 11, 2024, the acquisition integration process and our workplace flexibility policy, we continued our initiatives and commitment to reduce our costs and better align operating expenses with existing economic conditions and our operating model, with the intention of improving operating efficiency, competitiveness and business profitability. These initiatives included workforce reductions and the consolidation of facilities as we adopted new work arrangements for certain locations. Our restructuring charges recognized during the three and nine months ended October 31, 2025 totaling $4.2 million and $7.7 million, respectively, were primarily associated with thecosts of terminated employees. Our restructuring charges recognized during the three and nine months ended October 31, 2024 totaling $3.1 million and $15.4 million, respectively, were primarily associated with thecosts of terminated employees, as well as lease terminations and lease impairment charges.

Previous wording

Other income (expense), net consists primarily of the foreign exchange gains and losses (specifically, resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities), which fluctuate as the U.S. dollar appreciates or depreciates against other currencies. Interest income for the three and six months ended July 31, 2025 compared to the same respective periods in 2024, decreased primarily due to lower balances, as a result of the reduction in borrowings under our accounts receivable facility (discussed below), as well as lower average money market investments yields. The decrease in interest expense, when comparing the three and six months ended July 31, 2025 to the corresponding periods in 2024, was primarily due to a reduction in borrowings under our accounts receivable facility (described below) and lower average interest rates for our borrowings. As a result of our interest rate swaps we executed on June 17, 2022, described below, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Current wording

Other income (expense), net consists primarily of the foreign exchange gains and losses (specifically, resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities), which fluctuate as the U.S. dollar appreciates or depreciates against other currencies. Interest income for the three and nine months ended October 31, 2025 compared to the same respective periods in 2024, decreased primarily due to lower money market balances, as a result of the reduction in borrowings under our accounts receivable facility, as well as lower average money market investments yields. The decrease in interest expense, when comparing the three and nine months ended October 31, 2025 to the corresponding periods in 2024, was primarily due to a reduction in borrowings under our accounts receivable facility (described below) and lower average interest rates for our borrowings. As a result of our interest rate swaps we executed on June 17, 2022, described below, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Previous wording

The gains (losses) reflected for the change in value of the interest rate swaps are primarily attributable to increases (decreases) in the expectation for one-month SOFR interest rates through June 5, 2027, during the three and six months ended July 31, 2025 and 2024.

Current wording

The gains (losses) reflected for the change in value of the interest rate swaps during the three and nine months ended October 31, 2025 and 2024 are primarily attributable to increases (decreases) in the expectation for one-month SOFR interest rates through June 5, 2027.

Previous wording

The effective income tax rate for the three and six months ended July 31, 2025 and 2024 differed from the United States federal statutory rate of 21.0% due primarily to the impact of non-deductible items, foreign rate differential, changes in unremitted earnings, and changes in the valuation allowance on our deferred tax assets.

Current wording

The effective income tax rate for the three and nine months ended October 31, 2025 and 2024 differed from the United States federal statutory rate of 21.0% due primarily to the impact of non-deductible items, foreign rate differential, changes in unremitted earnings, changes in uncertain tax positions, and changes in the valuation allowance on our deferred tax assets.

Previous wording

As of July 31, 2025, we had $100.5 million of unrestricted cash and cash equivalents. Most of our cash and cash equivalents are held at large financial institutions with high rating agency designations, and our exposure to regional banks is not significant. Our investment policy is approved by the Board and reviewed annually by the Audit Committee. Our current investment policy’s primary objectives when investing available cash are, in order of importance: (1) preservation of capital and protection of principal; (2) maintenance of liquidity that is sufficient to meet cash flow needs; and (3) maximize rate of return. Our cash requirements from period to period vary depending on factors such as the growth of the business, changes in working capital needs and capital expenditures. We have funded operations primarily through the use of cash collected from our customers and the proceeds received from the Term Loan Facility (defined below), supplemented with borrowings under our accounts receivable facility (described below). Based on our current cash flow budgets and forecasts of both short-term and long-term liquidity needs, we anticipate we will have sufficient internal and external sources of liquidity to fund operations and anticipated working capital and other expected cash needs for at least the next twelve months, as well as for the foreseeable future, with capital sources currently available. Specifically, we believe cash flow from operating activities, together with cash on hand and availability under our accounts receivable facility, will be sufficient to fund our anticipated working capital needs, planned capital spending, contractual obligations and other cash requirements, including debt repayments and finance costs. While our Term Loan Facility does include restrictions on the ability of our guarantor subsidiaries to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which are expected to permit distributions to enable us to make required principal and interest payments on our indebtedness. However, in the event we are not able to receive cash from our subsidiaries, we will be unable to make such required payments. In addition, although we anticipate we will be able to refinance outstanding obligations under our credit agreement prior to or when they mature, there can be no assurance we will be able to do so, or that the terms of any refinancing will be favorable. In addition, we may require additional capital in the future to fund capital expenditures, acquisitions (including contingent consideration payments), strategic transactions or other investments. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our objectives, operating performance, economic and capital market conditions and other relevant circumstances. Our operating cash flow performance may also be affected by matters discussed under the R…

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Current wording

As of October 31, 2025, we had $74.6 million of unrestricted cash and cash equivalents. Most of our cash and cash equivalents are held at large financial institutions with high rating agency designations, and our exposure to regional banks is not significant. Our investment policy is approved by the Board and reviewed annually by the Audit Committee. Our current investment policy’s primary objectives when investing available cash are in order of importance: (1) preservation of capital and protection of principal; (2) maintenance of liquidity that is sufficient to meet cash flow needs; and (3) maximize rate of return. Our cash requirements from period to period vary depending on factors such as the growth of the business, changes in working capital needs and capital expenditures. We have funded operations primarily through the use of cash collected from our customers and the proceeds received from the Term Loan Facility (defined below), supplemented with borrowings under our accounts receivable facility (described below). Based on our current cash flow budgets and forecasts of both short-term and long-term liquidity needs, we anticipate we will have sufficient internal and external sources of liquidity to fund operations and anticipated working capital and other expected cash needs for at least the next twelve months, as well as for the foreseeable future, with capital sources currently available. Specifically, we believe cash flow from operating activities, together with cash on hand and availability under our accounts receivable facility, will be sufficient to fund our anticipated working capital needs, planned capital spending, contractual obligations and other cash requirements, including debt repayments and finance costs. While our Term Loan Facility does include restrictions on the ability of our guarantor subsidiaries to pay dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions, which are expected to permit distributions to enable us to make required principal and interest payments on our indebtedness. However, in the event we are not able to receive cash from our subsidiaries, we will be unable to make the required payments. In addition, although we anticipate we will be able to refinance outstanding obligations under our credit agreement prior to or when they mature, there can be no assurance we will be able to do so, or that the terms of any refinancing will be favorable. Further, we may require additional capital in the future to fund capital expenditures, acquisitions (including contingent consideration payments), strategic transactions or other investments. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our objectives, operating performance, economic and capital market conditions and other relevant circumstances. Our operating cash flow performance may also be affected by matters discussed under the Risk …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

On July 16, 2021, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), a subsidiary of Skillsoft Corp., entered into a Credit Agreement (the “Credit Agreement”), by and among Skillsoft Finance II, as borrower, another subsidiary Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a $480 million term loan facility (the “Term Loan Facility”). Term loans under the Term Loan Facility (“Original Term Loans”) were drawn in full on the closing date thereof, and are scheduled to mature on July 16, 2028 (the “Maturity Date”).

Current wording

On July 16, 2021, Skillsoft Finance II, Inc. (“Skillsoft Finance II”), a subsidiary of Skillsoft Corp., entered into a Credit Agreement (the “Credit Agreement”), by and among Skillsoft Finance II, as borrower, another subsidiary - Skillsoft Finance I, Inc. (“Holdings”), the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent, pursuant to which the lenders provided a term loan facility in the original principal amount of $480 million (the “Term Loan Facility”). Term loans under the Term Loan Facility (“Original Term Loans”) were drawn in full on the closing date thereof and are scheduled to mature on July 16, 2028 (the “Maturity Date”).

Previous wording

The First Amendment provided for the incurrence of up to an additional $160 million of Term B-1 Loans (the “Term B-1 Loans”) under the Term Loan Facility, which were drawn in full on the closing date thereof, and are scheduled to mature on the Maturity Date. In addition, the First Amendment, among other things, (a) provided for early opt-in to SOFR subject to a 0.75% floor, for the Original Term Loans (the Original Term Loans together with the Term B-1 Loans, the “Initial Term Loans”) and (b) provided for an applicable margin for the Initial Term Loans of 4.25% with respect to base rate borrowings and 5.25% with respect to SOFR borrowings.

Current wording

The First Amendment provided for the incurrence of up to an additional $160 million of Term B-1 Loans (the “Term B-1 Loans”) under the Term Loan Facility, all $160 million of which was drawn in full on the closing date thereof, and are scheduled to mature on the Maturity Date. In addition, the First Amendment, among other things, (a) provided for early opt-in to SOFR subject to a 0.75% floor, for the Original Term Loans (the Original Term Loans together with the Term B-1 Loans, the “Initial Term Loans”) and (b) provided for an applicable margin for the Initial Term Loans of 4.25% with respect to base rate borrowings and 5.25% with respect to SOFR borrowings.

Previous wording

Interest rates applicable to the Initial Term Loans are described in Note 13 to the 2025 AFS. As of July 31, 2025, the outstanding principal balance of $585.0 million of Initial Term Loans bears interest at a rate equal to SOFR plus a credit premium of 0.11% plus a margin of 5.25%, per annum, with a SOFR floor of 0.75%. As a result of our interest rate swaps, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Current wording

Interest rates applicable to the Initial Term Loans are described in Note 13 to the 2025 AFS. As of October 31, 2025, the outstanding principal balance of $583.0 million of Initial Term Loans bears interest at a rate equal to SOFR plus a credit premium of 0.11% plus a margin of 5.25%, per annum, with a SOFR floor of 0.75%. As a result of our interest rate swaps, we have a fixed cash interest rate of 8.94% on $300 million of our outstanding term loans.

Previous wording

We are also required to make prepayments of outstanding obligations under the Amended Credit Facility if certain criteria are met including, but not limited to excess cash flow for the prior fiscal year (as defined in the Amended Credit Facility), net cash proceeds from asset sales and net cash proceeds from issuances of equity or indebtedness. No such prepayments were required during the three and six months ended July 31, 2025 or 2024. Loan parties are subject to various affirmative and negative covenants and reporting obligations under the Amended Credit Agreement, as described in Note 13 to the 2025 AFS. As of July 31, 2025, we are in compliance with all such covenants.

Current wording

We are also required to make prepayments of outstanding obligations under the Amended Credit Facility if certain criteria are met including, but not limited to excess cash flow for the prior fiscal year (as defined in the Amended Credit Facility), net cash proceeds from asset sales and net cash proceeds from issuances of equity or indebtedness. No prepayments were required during the three and nine months ended October 31, 2025 or 2024. Loan parties are subject to various affirmative and negative covenants and reporting obligations under the Amended Credit Agreement, as described in Note 13 to the 2025 AFS. As of October 31, 2025, we are in compliance with all such covenants.

Previous wording

In November 2024, the A/R Agreement was amended to, among other things: (a) extend the maturity date from December 27, 2024 to the earlier of (i) November 26, 2029 or (ii) 90 days prior to the maturity of any corporate debt (including the Initial Term Loans); (b) reduce the fixed component of the interest rate to 2.61% per annum from 3.11% per annum; (c) increase the highest advance rate on certain eligible receivables from 85% to 90%; (d) reduce the minimum outstanding balance requirement from $10 million to $1 million; and (e) allow for ad hoc borrowings and repayments. Based on seasonality of billings and the characteristics of our accounts receivable, some of which are not eligible for advances, we are not always able to access the full $75.0 million available capacity. As of July 31, 2025 and January 31, 2025, $1.0 million was drawn under the A/R Agreement, respectively. As of July 31, 2025, approximately $35 million additional was available to be drawn under the A/R agreement. Under this agreement, when borrowing more than the required minimum, Skillsoft receives proceeds equal to the net present value of the accounts receivable balances used to calculate the borrowing base. The interest rate on borrowings outstanding under the accounts receivable facility was 6.94% as of July 31, 2025.

Current wording

In November 2024, the A/R Agreement was amended to, among other things: (a) extend the maturity date from December 27, 2024 to the earlier of (i) November 26, 2029 or (ii) 90 days prior to the maturity of any corporate debt (including the Initial Term Loans); (b) reduce the fixed component of the interest rate to 2.61% per annum from 3.11% per annum; (c) increase the highest advance rate on certain eligible receivables from 85% to 90%; (d) reduce the minimum outstanding balance requirement from $10 million to $1 million; and (e) allow for ad hoc borrowings and repayments. Based on seasonality of billings and the characteristics of our accounts receivable, some of which are not eligible for advances, we are not always able to access the full $75.0 million available capacity. As of October 31, 2025 and January 31, 2025, $1.0 million was drawn under the A/R Agreement, respectively. As of October 31, 2025, approximately $45 million was available to be drawn under the A/R agreement. Under this agreement, when borrowing more than the required minimum, Skillsoft receives proceeds equal to the net present value of the accounts receivable balances used to calculate the borrowing base. The interest rate on borrowings outstanding under the accounts receivable facility was 6.75% as of October 31, 2025.

Previous wording

The increase in cash flows used in investing activities, when comparing the six months ended July 31, 2025 to the same period in 2024, was due to a $0.7 million increase in purchases of property and equipment, which largely consisted of computer hardware and software. Cash flows used in investing activities in each of the six months ended July 31, 2025 and 2024 include$8.8 millionof cash payments for internally developed software.

Current wording

The increase in cash flows used in investing activities, when comparing the nine months ended October 31, 2025 to the same period in 2024, was due to a $0.8 million increase in purchases of property and equipment, which largely consisted of computer hardware and software. Cash flows used in investing activities in each of the nine months ended October 31, 2025 and 2024 include$13.0 millionof cash payments for internally developed software.

Previous wording

The decrease in cash flows used in financing activities, when comparing the six months ended July 31, 2025 to the same period in 2024, was due to a $4.6 million reduction in payments on our A/R Agreement, partially offset by an increase in cash used to repurchase shares for tax withholding upon vesting of restricted stock-based awards.

Current wording

The decrease in cash flows used in financing activities, when comparing thenine months ended October 31, 2025 to the same period in 2024, was due to a $35.0 million reduction in payments on our A/R Agreement, partially offset by an increase in cash used to repurchase shares for tax withholding upon vesting of restricted stock-based awards.

Previous wording

The scheduled maturities of our debt and future minimum rental commitments under non-cancelable lease agreements as of July 31, 2025 were as set forth below (in thousands):

Current wording

The scheduled future principal payments for maturities of our debt and future minimum rental commitments under non-cancelable lease agreements as of October 31, 2025 were as set forth below (in thousands):

Previous wording

We amortize finite-lived intangible assets, including customer contracts and internally developed software, over their estimated useful life. We review the carrying values of intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in remaining useful life. Conditions that would indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator.

Current wording

We amortize finite-lived intangible assets, including customer contracts and internally developed software, over their estimated useful life. We review the carrying values of intangible assets subject to amortization at least annually to determine if any adverse conditions exist or a change in circumstances has occurred that indicates impairment or a change in remaining useful life. Conditions that indicate impairment and trigger a more frequent impairment assessment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, or an adverse action or assessment by a regulator.

Previous wording

For additional information on goodwill and intangibles see Note 3 to the Interim Financial Statements.

Current wording

For additional information on goodwill and intangible assets see Note 3 to the Interim Financial Statements.