Skillsoft Corp.
For the period ended Jan 31, 2026. Filed Apr 7, 2026.
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FY2026 · Filed Apr 7, 2026
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Reports of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Skillsoft Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Skillsoft Corp. (the Company) as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity (deficit) and cash flows for each of the three years in the period ended January 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 7, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| Revenue recognition – Enterprise SaaS subscription revenue under Talent Development Solutions segment | |
| Description of the Matter | For the year ended January 31, 2026, the Company’s Talent Development Solutions (“TDS”) segment recognized revenue of $403.7 million. The TDS segment revenue consists of both Enterprise and Consumer revenue. As discussed in Notes 2 and 17 to the consolidated financial statements, the Company’s revenue primarily relates to software as a service ("SaaS") subscription services where the arrangement fee is recognized on a straight-line basis over the contractual term. The term of the Company’s Enterprise SaaS subscription revenue contracts typically range from one year to three years. The Company’s Enterprise SaaS subscription services generally do not provide customers with the right to take possession of the software supporting the platform or to download course content without continuing to incur fees for hosting services. Auditing the Company’s Enterprise Platform SaaS subscription revenue recognition was especially challenging due to the high volume of contracts and the audit effort required in performing procedures and evaluating audit evidence related to the Company’s Enterprise SaaS subscription revenue. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s internal controls over the assessment of Enterprise SaaS subscription revenue. This includes management’s controls over the review of ASC 606 considerations for Enterprise SaaS subscription contracts. To test the revenue recognition of Enterprise SaaS subscription revenue under the TDS segment, our audit procedures included, among others, testing, on a sample basis, the completeness, accuracy, and occurrence of Enterprise SaaS subscription revenue recognized by obtaining and inspecting source documents such as customer contracts, invoices, and cash receipts from customers, where applicable, and recalculating revenue based on the contractual term. |
| Impairment of indefinite-lived trademark intangible | |
| Description of the Matter | At January 31, 2026, the Company’s indefinite-lived trademark intangible had a net carrying value of $65.6 million. This indefinite-lived intangible asset is not subject to amortization and would be considered impaired if its carrying value exceeds the estimated fair value. As discussed in Note 4 to the consolidated financial statements, the indefinite-lived trademark is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. If the carrying value exceeds the fair value, an impairment charge is recognized equal to the difference between the carrying value of the intangible asset and its fair value. The trademark is valued through the application of the relief-from-royalty method. A non-cash impairment charge of $10.9 million related to the indefinite-lived trademark was recorded for the year-ended January 31, 2026. Auditing the Company’s impairment assessment of the indefinite-lived trademark was complex due to the significant judgment and estimation uncertainty involved in determining the fair value. The significant assumptions used to estimate the fair value of the trademark include the projected revenue growth rates, the royalty savings rate, and discount rate, which are forward-looking and could be affected by future company-specific, economic and market conditions. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to determine the fair value of its indefinite-lived trademark intangible which was impaired. We also tested controls over management’s review of the significant assumptions used to estimate the fair value of the indefinite-lived trademark intangible. To test the estimated fair value of the indefinite-lived trademark intangible, our audit procedures included, among others, evaluating the valuation methodology used, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analysis. We evaluated the significant assumptions used by management within the relief-from-royalty method by considering historical results and current industry and economic trends. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of the significant assumptions to evaluate the changes in the fair value of the trademark. We involved valuation specialists to assist in our evaluation of the Company’s analysis, valuation methodology and significant assumptions. |
| Impairment of goodwill for the Global Knowledge reporting unit | |
| Description of the Matter | As of January 31, 2026, the Company’s goodwill balance was $296.3 million, of which $8.7 million was associated with the Global Knowledge reporting unit. As disclosed in Note 4 to the consolidated financial statements, goodwill is tested for impairment annually, or more frequently if events and circumstances indicate the fair value of a reporting unit may be below its carrying amount. If the carrying value exceeds the fair value, an impairment charge is recognized equal to the difference between the carrying value of the reporting unit and its fair value. As disclosed in Note 4 to the consolidated financial statements, during the fiscal year ended January 31, 2026, the Company recorded an impairment charge of $20.8 million, representing a partial impairment related to the Global Knowledge reporting unit goodwill. Auditing the Company’s goodwill impairment test was complex due to the significant judgment and estimation uncertainty involved in determining the fair value of the Global Knowledge reporting unit. The significant assumptions used to estimate the fair value of the reporting unit included projected revenue growth, EBITDA margin, the EBITDA exit multiple and the discount rate. These significant assumptions are forward-looking and could be affected by future company-specific, economic and market conditions. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to determine the fair value of the Global Knowledge reporting unit which was impaired. We also tested controls over management’s review of the significant assumptions used to estimate the fair value of the reporting unit. To test the estimated fair value of the Global Knowledge reporting unit, our audit procedures included, among others, evaluating the valuation methodologies used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. We evaluated the Company’s forecasted revenue growth and EBITDA margin by considering historical results and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing the methodologies and certain significant assumptions used to value the reporting unit. We assessed the historical accuracy of management’s estimates and performed a sensitivity analysis on the significant assumptions to evaluate the change in the fair value estimate that would result from changes in the assumptions. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2020.
Boston, Massachusetts
April 7, 2026
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Skillsoft Corp.
Opinion on Internal Control Over Financial Reporting
We have audited Skillsoft Corp.’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Skillsoft Corp. maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity (deficit) and cash flows for each of the three years in the period ended January 31, 2026, and the related notes and our report dated April 7, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
April 7, 2026
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