Stocks/SKIL

SKIL

Skillsoft Corp.
Consumer Defensive·Education & Training Services
$7.29
$65M market cap
Claude Rating
2/10SHORT
Revenue
$512.7M
Free Cash Flow
$1.9M
Rev Growth
-2.3%
FCF Margin
0.4%
P/FCF
34.7x
EV/FCF
293.1x
Fwd EV/EBITDA
7.4x
Fair Value
$1.25
Upside
-82.9%

Skillsoft Corp. provides corporate digital learning services in the United States and internationally. The company operates through Content, Global Knowledge, and SumTotal segments. It offers enterprise learning solutions to prepare organizations for the future of work, as well as enable them to overcome critical skill gaps, drive demonstrable behavior-change, and unlock the potential in their greatest assets. In addition, it provides various platform capabilities, such as open platform, custom

2-Year Price History

$7.18-21.7%
$5.0$10$15$20$25$30volJun 24Oct 24Jan 25May 25Sep 25Jan 26May 26

Quarterly Financials & Projections

Quarterly Waterfall ($ M)
PeriodRevEBITDAOpInNIOCFFCFCapExCashDebtSharesROICIntCovEV/EBITDA
Est2028-Q4120.024.0---21.6--14.4-3.6121.5----------
Est2028-Q3116.017.4---25.5---16.2-2.9107.1----------
Est2028-Q2118.016.5---28.3---11.8-3.5123.4----------
Est2028-Q1115.08.1---34.5--18.4-4.0135.2----------
Est2027-Q4126.027.7---18.9--18.9-3.8116.8----------
Est2027-Q3121.019.4---24.2---14.5-3.097.9----------
Est2027-Q2123.018.5---27.1---9.8-3.7112.4----------
Est2027-Q1119.09.5---33.3--21.4-4.2122.2----------
Act2026-Q4130.76.6-4.5-36.730.521.9-4.8100.8586.38.8-2.0%0.5x9.4x
Act2026-Q3129.023.1-9.4-41.3-18.9-36.3-0.174.6576.68.7-4.2%1.6x8.8x
Act2026-Q2128.822.7-11.8-23.8-17.8-5.3-3.4100.5577.68.6-7.9%1.5x8.7x
Act2026-Q1124.27.6-18.2-38.131.321.6-5.1127.8579.68.3-12.0%0.5x11.3x
Act2025-Q4133.816.6-17.3-31.117.89.5-4.5100.8588.98.3-11.6%1.1x10.4x
Act2025-Q3137.223.2-9.2-23.68.7-4.5-4.697.9599.78.2-4.9%1.5x--
Act2025-Q2132.26.6-19.3-39.6-11.4-20.6-4.7122.7631.98.2-10.9%0.4x--
Act2025-Q1127.819.4-23.8-27.614.96.1-4.5149.6635.88.1-14.0%1.2x--
Act2024-Q4137.5-199.1-228.1-245.311.5-0.3-6.1136.3641.28.1-137.6%-12.0x--
Act2024-Q3139.026.8-19.9-27.7-10.7-15.2-2.5136.8638.68.1-10.9%1.6x11.9x
Act2024-Q2141.223.3-25.3-32.0-19.5-27.8-5.0152.8640.48.0-14.5%1.4x--
Act2024-Q1135.67.4-35.4-44.221.59.3-4.3187.1650.08.2-18.1%0.5x--
Act2023-Q4140.3-3.9-39.4-53.52.6-1.1-1.9177.6644.18.2-18.1%-0.3x--
Act2023-Q3139.4-530.4-608.7-528.3-10.6-14.7-4.1174.7647.08.2-312.4%-36.4x--
Act2023-Q2140.6-71.2-110.8-121.5-20.9-29.7-5.443.3675.88.2-32.0%-6.2x105.0x
Act2023-Q1163.912.5-42.4-21.67.9-88.8-3.969.5668.17.1-7.5%1.1x14.6x
Act2022-Q4343.475.0-402.0-848.128.822.1-3.4154.7493.66.7-141.9%0.2x15.5x
Act2022-Q3170.6-4.7-4.4-42.9-1.3-7.4-5.780.7501.86.7-1.0%-0.6x--
Act2022-Q20.113.7-0.1-0.036.031.2-4.090.8518.06.7-0.0%1.5x--
Act2022-Q10.00.0-1.641.7-1.5-1.5-0.02.43.14.3-3.3%----
Historical Valuation

Multiples vs the company's own history — cheap or rich relative to itself? Historical fiscal years, then TTM, then forward projections (E). Forward rows hold today's price against projected earnings, so the multiple compresses if the company grows into it.

YearPriceRev GrEBITDA %EBITDAEV/EBITDAEV/FCFP/EP/S
202226.0016.4%847.3×13.8×n/m0.5×
202317.58+13.7%-101.5%-593n/mn/mn/m0.2×
202423.96-5.3%-25.6%-142n/mn/mn/m0.2×
20259.30-4.0%12.4%669.1×n/mn/m0.2×
20267.18-3.5%11.7%609.1×291.9×n/m0.1×
TTM7.29-3.5%11.7%600.0×0.0×0.0×0.0×
2027E7.29-4.6%0.1%10.0×0.0×0.0×0.0×
2028E7.29-4.1%0.1%10.0×0.0×0.0×0.0×

EBITDA in reporting-currency $M. Historical multiples use year-end market cap (split-adjusted price history); TTM & forward years use today's.

AI Analysis

LLM Evaluations

Claude2/10SHORTFV: $1.25

Skillsoft is a fundamentally broken capital structure story masquerading as an AI transformation narrative. The company carries $635M in debt against a sub-$50M equity market cap with negative book value, pays ~$60M annually in interest that consumes virtually all operating cash flow, faces NYSE delisting, and competes in a shrinking corporate training market against better-capitalized competitors including the combined Udemy/Coursera entity. The 2028 debt maturities loom with no credible path to refinancing at current leverage ratios (net debt/EBITDA ~7x). The AI-native Percipio platform has only 15 paying customers and faces a chicken-and-egg problem: the company needs growth investment capital that its debt load prevents it from deploying. Dollar retention rates declining from 105% to 98% suggest the core business is losing pricing power. The most likely outcome for equity holders is severe dilution through a debt-for-equity restructuring or Chapter 11 reorganization, similar to peer Pluralsight's recent filing. Current equity is essentially a deep out-of-the-money call option on the business surviving its debt maturities.

Catalyst The only upside catalyst would be a successful GK divestiture at a meaningful price that materially reduces debt, combined with a rapid acceleration of Percipio AI platform revenue sufficient to grow EBITDA to a level that makes refinancing feasible. Both are low-probability events given current market conditions and geopolitical headwinds in GK's Middle East exposure.
Risk Debt maturity wall in 2028 with no credible refinancing path at current leverage; high probability of equity wipeout through restructuring or Chapter 11 within 2-3 years.
Trend
DETERIORATING
Mgmt
4/10
Quarter
4/10
Exp. Move
-8.0%

Latest Earnings Call

Transcript Summary

Skillsoft's Q4 Fiscal 2026 earnings reflect a pivotal year of transformation toward an AI-native skills platform. While total revenue declined 2.3% to $130.7 million due to headwinds in Global Knowledge (GK) and the B2C segment, the core TDS Enterprise business reached a stabilizing inflection point. The company achieved its goals of cost reduction and margin expansion, posting an adjusted EBITDA of $31.2 million and generating positive free cash flow for the full year. Key to the future is the new Percipio AI-native platform, which saw strong early adoption and massive increases in AI-related learner engagement. The divestiture of GK remains a priority, though geopolitical instability in the Middle East has delayed the process. For FY2027, management's TDS guidance suggests a focus on growth and improved retention, with an expectation that AI urgency will drive multimillion-dollar enterprise contracts. Despite a dip in Dollar Retention Rates to 98%, leadership remains bullish, citing a superior data-driven ontology and an integrated platform that outperforms fragmented point solutions and legacy talent systems as the market shifts toward comprehensive skills management.

Valuation & Metrics

Market Stats

Price$7.29
Market Cap$65M
Enterprise Value$551M
P/S Ratio0.1x
P/FCF34.7x
EV/FCF293.1x
FCF Margin (TTM)0.4%
FCF Yield2.9%
Dividend Yield (TTM)--
Annual Dilution5.7%
CurrencyUSD

TTM Financial Snapshot

Revenue$512.7M
Net Income$-139.8M
Free Cash Flow$1.9M

Revenue Growth (YoY)-2.3%
EBITDA Margin11.7%
Net Margin-27.3%
FCF Margin0.4%
CapEx % of Revenue2.6%
SBC % of Revenue2.6%
ROIC-6.5%
WC Change % Rev2.3%
Interest Coverage2.1x

DCF Fair Value Estimate

$0.41
-94.4% upside
Fair Enterprise Value$36M
− Net Debt$485M
= Fair Equity$4M
Revenue Growth-4.1% → 1.0%
FCF Margin0.4% → 5.0%
Discount Rate17.0%
Terminal EV/FCF6.0x

Forward Outlook & Risk

Short Interest

Short % of Float19.8%
Short Shares0.9M
Days to Cover5.7
Change (vs Prior)-9.6%
Short % Float History
19.80%+17.90pp
0.0%5.0%10.0%15.0%20.0%04-3007-1509-1511-1401-1504-30

Forward Projections & Estimates

NTM Revenue Growth-4.6%
Forward FCF Margin3.3%
Forward EBITDA Margin15.3%
Forward P/FCF4.1x
Forward EV/FCF34.5x
Forward Int. Coverage1.4x
Model Risk Score9/10
Bankruptcy Odds55%
Est. Borrow Rate18.0%
Terminal EV/FCF6.0x
LT Growth-1.0%
LT FCF Margin5.0%

Employees

Headcount2,200
Revenue / Employee$233,034
Gross Profit / Employee$157,258
2023: 2,324 → 2024: 2,262 → 2025: 2,200 → 2026: 2,199 (-2% CAGR)

Institutional Ownership

Headline & net flow

NET BUYING

In Q1 2026 so far (quarter still filing), institutions are net buyers — bought 14.4% of float, sold 9.7%. 2 filers moved >1% of shares (2 buying, 0 selling).

Net flow · Q1 2026still filing
+4.7% of float (net)
Bought 14.4% · Sold 9.7%
67 filers reported (last quarter: 59)

Ownership composition

Active
20.9%(-72.9% YoY)
1 filers
hedge / family / endowment
Retail funds
Fidelity, Schwab, 401(k)
Passive
0.0%(+0.0% YoY)
0 filers
Vanguard, iShares, SPDR
Market makers
0.0%(+0.0% YoY)
0 filers
Citadel, Susquehanna
Insiders
13.5%
Form 4 — latest per insider
0%25%50%75%100%2022-062023-032023-122024-092025-062026-03
ActiveRetail fundsPassiveMarket makersRetail direct

Top holders

Fund$ valueCost basisΔ QoQΔ YoYα lifeFund AUM
NASPERS LTD$13.1M$70.37+$0+$0-2.7%$253M
Cost basis is a volume-weighted estimate from accumulation periods within our 13F history; holders who built their position before our window started will show a stale basis. % above the cost basis is the unrealized gain at the current price.

Trading behavior

Smart-money alpha (lifetime, %/qtr)NEUTRAL
Holders
-13.20%
avg per quarter
Holders (ex-self)
-2.67%
excl. this stock
Buyers (this Q)
+0.00%
0 buyers · $0.00B in
Sellers (this Q)
+0.00%
0 sellers · $0.00B out
alpha coverage: 100% of $ has a lifetime-alpha record
Holder behavior on this stocksource: stock
On big dips (−10%+)
-7.9%
how holders react when this stock falls
On quiet Qs
+14.1%
−10% to +10% baseline
On rallies (+10%+)
-0.4%
how they react when this stock rises
Holders' portfolio flow this Q
-40.6%
outflows — trims may be forced
Sellers' portfolio flow this Q
+0.0%
Sellers' overall flow ~ flat.
▸ Compare to holder-profile behavior (across all their stocks)
Holder dip (any stock)
-2.7%
Holder mid (any stock)
-12.5%
Holder rally (any stock)
-4.3%

Top-5 holders · 100.0%

NASPERS LTD--

Top Holders Over Time

5-year share-count history (top 10 holders by peak, incl. exited) + price

023.3M46.7M70.0M93.4M$4.29$33$63$92$1212021-062022-062023-062024-062025-062026-03
hover the chart for per-quarter detailprice (right axis)
NASPERS LTD3.1MParadice Investment Management LLCLodbrok Capital LLPPelham Capital Ltd.EATON VANCE MANAGEMENTPhoenix Holdings Ltd.Archon Capital Management LLCCORSAIR CAPITAL MANAGEMENT, L.P.Bank of New York Mellon CorpSelect Equity Group, L.P.

Analyst Coverage

Analyst Coverage
Analyst Ratings
3
2
Buy: 3Hold: 2Consensus: Buy
Consensus Estimates
QuarterRevenueEBITDANet IncEPSEPS Range# Analysts
2024 Q4130M-23M-26M$-3.00$-3.00 – $-3.002
2025 Q1128M-23M-18M$-2.05$-2.05 – $-2.051
2025 Q2124M-22M-23M$-2.65$-2.65 – $-2.651
2025 Q3129M-23M-18M$-2.10$-2.10 – $-2.101
2025 Q4132M-23M11M$1.26$1.26 – $1.261
2026 Q1130M-23M11M$1.27$1.27 – $1.271
2026 Q2121M-22M0M$0.05$0.05 – $0.051
2026 Q3125M-22M9M$1.03$1.03 – $1.031
2026 Q4127M-23M14M$1.63$1.63 – $1.631
2027 Q1130M-23M13M$1.53$1.53 – $1.531

Corporate

Executive Compensation (2023-2025)

Direct Pay$68.0M
Incentive & Other$6.7M
Total Compensation$74.7M
% of Revenue4.7%

Order Flow (FINRA, ~3w lag)

32.0%retail-5.5pp
17.5%dark+0.9pp
week of 2026-04-13
10%20%30%40%50%24-1125-0225-0525-0825-1126-0226-04retail (non-ATS)dark (ATS)
Off-exchange volume from FINRA. Retail = non-ATS (wholesaler PFOF + broker internalization). Dark = ATS (dark-pool crossing networks, institutional). Lit-exchange = remainder.

Revenue Breakdown

Revenue Segments

By Product (2026-Q4)
Global Knowledge Segment$28.0MNEW
By Geography (2026-Q4)
UNITED STATES$81.0M-6%
EMEA$37.7M+6%
Other Americas$6.7M-2%
Asia Pacific$5.3M-9%

Filing Risk Analysis

Filing Risk Scores

Skillsoft Corp.: A Balance Sheet in Freefall and Technical Insolvency

Overall Risk
9/10
Fraud
4/10
Dilution
8/10
Insolvency
10/10
Earnings Overstated
6/10
Hidden Liabilities
5/10
Legal
3/10
Audit Warnings
7/10
Hidden Upside
2/10
Contextually Acceptable
2/10

Counter-Thesis

Counter-Thesis & Recent News

📰 Recent News

Skillsoft (SKIL) reported a dismal Q4 and full-year fiscal 2026 performance in April 2026, with annual revenue declining to $512.7 million and net losses widening to $139.8 million. On March 26, 2026, the company received a formal non-compliance notice from the NYSE because its 30-day average market capitalization and stockholders' equity both fell below the $50 million minimum requirement. Shareholders' equity has deteriorated into a deficit of ($30.2) million as of January 31, 2026.

🐻 Bear Case

The bear case centers on a potential 'death spiral' driven by an unsustainable capital structure. SKIL carries $635.2 million in long-term debt against a market cap that has plummeted below $50 million, resulting in a net debt-to-EBITDA ratio of approximately 16.8x. High interest expenses (around $60 million annually) consume most operating cash flow, leaving little for the 'AI-native' pivot. S&P Global Ratings revised its outlook to negative in February 2026, citing persistent demand challenges and the risk that revenue declines may continue despite restructuring efforts.

🚩 Red Flags

Significant red flags include a current ratio of 0.85, indicating an inability to meet short-term obligations without refinancing. The shift to negative shareholders' equity (-$30.2M) and the NYSE delisting warning signal severe financial distress. Additionally, Greenwich Legal Associates LLC announced an investigation in March 2026 into potential breaches of fiduciary duty by the Board regarding compensation decisions during a period of massive value destruction.

⚔️ Competitive Threats

The 2022 acquisition of Codecademy has become a liability; S&P Global notes it is underperforming as AI-assisted coding tools (like GitHub Copilot) diminish the perceived value of entry-level programming courses. The company also faces intensified competition from the late-2025 combination of Udemy and Coursera, which creates a more capitalized rival in a shrinking discretionary corporate training market. Furthermore, the Chapter 11 filing of peer Pluralsight highlights the systemic fragility of the technical training sector.

💬 Customer Sentiment

Customer sentiment is cooling as evidenced by the decline in the Talent Development Solutions (TDS) dollar retention rate, which dropped from 105% to 98% in the most recent quarter. Analysts at Investing.com and S&P Global suggest this reflects a breakdown in 'upsell' potential and a shift in corporate spending away from traditional instructor-led training (Global Knowledge segment revenue fell 9.4%) toward fragmented, low-cost AI alternatives.

Full Earnings Call Transcript

Full Earnings Call Transcript — Q4 • 2026-04-07

Operator: Thank you for standing by, and welcome to Skillsoft's Fourth Quarter Fiscal 2026 Results Conference Call. [Operator Instructions] Please note that today's call is being recorded, and a replay of the call and webcast will be available shortly after the call concludes for a period of 12 months. I would now like to hand the conference over to your first speaker today, Nick Teves, Investor Relations. Thank you. Please go ahead.
Nick Teves: Thank you, operator. Good day, and thank you for joining us to discuss our results for the fourth quarter ended January 31, 2026. Before we jump in, I want to remind you that today's call will contain forward-looking statements about the company's business outlook and our expectations that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements concerning financial and business trends, our expected future business and financial performance, financial condition and market outlook. These forward-looking statements and all statements that are not historical facts reflect management's current beliefs, expectations and assumptions and therefore, are subject to risks and uncertainties that could cause actual results to differ materially from the conclusions, forecasts, estimates or projections in the forward-looking statements made today. For a discussion on the material risks and other important factors that could affect our actual results, we refer you to our most recent Form 10-K and other documents that we file with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates. During the call, unless otherwise noted, all financial metrics we discuss other than revenue will be non-GAAP financial measures, which are not prepared in accordance with Generally Accepted Accounting Principles. For example, listeners should be cautioned that references to phrases such as adjusted EBITDA and free cash flow denote non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures. Presentation of the most directly comparable financial measures determined in accordance with GAAP as well as the definitions, uses and reconciliations of non-GAAP financial measures included in today's commentary to the most directly comparable GAAP financial measures is included in our earnings press release, which has been furnished to the SEC on Form 8-K and is available at www.sec.gov and is also available on our website at www.skillsoft.com. Following today's prepared remarks, Ron Hovsepian, Skillsoft's Executive Chair and Chief Executive Officer; and John Frederick, Skillsoft's Chief Financial Officer, will be available for Q&A. With that, it's my pleasure to turn the call over to Ron.
Ronald Hovsepian: Thanks, Nick, and good afternoon. Thank you to everyone for joining us today. Over the past 18 months, we have worked through two important and related efforts at Skillsoft. First, we undertook a strategic transformation to reposition the company for where the market is going. Second, during FY 2026, we made meaningful operational progress against that strategy while navigating a very challenging external environment. Let me start with the strategic transformation. We began with a comprehensive assessment of the market, where the customer demand was heading and where Skillsoft could differentiate in a durable way. That work confirmed 3 foundational assets in the business: our content, our platform and our data. Those assets give us a credible foundation to evolve from a traditional learning company into an AI-native skills platform built for the enterprise needs. From there, we put in place a clear transformation plan and applied sharper prioritization with greater discipline to capital allocation. Using that same discipline, we reduced gross costs by approximately $45 million and reinvested roughly half of that into areas that we believe would matter most for long-term value creation, primarily go-to-market capabilities and AI-driven product innovation. FY 2026 was about turning that strategy into execution. And I want to be clear on the context. We made progress while operating against a backdrop of significant macro and geopolitical uncertainty. Earlier in this year, bookings were affected by executive orders, DOGE-related actions and broader disruption in parts of the government market. As the year progressed, that uncertainty was compounded by additional global geopolitical instability and a more cautious enterprise spending environment. Despite that, we made substantial operational progress. We advanced our product road map, including the release of an upgraded version of CAISY, our AI simulation offering. We announced our new AI-native platform in September, and we brought it to general availability in February. Since launch, we have secured 15 paying customers, and we are also using the platform internally in our own operations, which is helping us refine the experience and accelerate learning from the market while becoming more efficient as a company. At the same time, we continue to simplify and focus on the business. We further streamlined the cost structure, improved efficiency and maintained prioritization and disciplined capital allocation with the outcome of generating positive free cash flow. Just as important, FY 2026 demonstrated the financial durability of the business as we operated with discipline and continue to fund our transformation in a highly uncertain environment. That same discipline also led us to initiate a strategic review of Global Knowledge, which remains underway as we continue to focus capital and management attention on the areas of the portfolio with the strongest growth, margin and cash flow characteristics, particularly TDS. As we sit here today, I think there are 3 things that matter most. First, the strategic transformation was necessary with the AI disruption. And that transformation is well underway as we reposition the company around AI-native and AI-enabled skills platform model. And that positioning is increasingly resonating with customers. Second, FY 2026, we represented substantial operational progress. We improved focus, advanced the platform, made the cost base leaner and more directed, strengthened execution discipline and delivered positive free cash flow, all while continuing to manage through a meaningful market disruption. Third, we're beginning to see evidence that this work is gaining traction. Our platform is winning customers. Our AI capabilities are seeing strong engagement, and we believe our TDS Enterprise business has reached a revenue inflection point. When we look at the market, many companies are talking about skills and many of them are talking about AI. What we believe differentiates Skillsoft is our ability to bring together content, platform, data and AI in a way that is usable, governed and scalable for the enterprise. Our differentiation comes down to 3 things. First, our skills intelligence. We have a deep and structured body of enterprise learning data mapped to roles, domains and job-relevant use cases, which gives us a meaningful foundation for a skills-based development. Second, the integration of content, platform and data. We are not offering a narrow point solution. We are delivering an integrated system that can help customers move from learning activity to workforce capability and measurable outcomes. Third, our ability to operationalize AI in the enterprise environments. Customers are not looking for AI as a feature by itself. They are looking for trusted partners that can help them apply AI securely, responsibly and in ways that improve workforce readiness in a measurable way. All of this is delivered through our AI-native skills (sic) [ Skillsoft ] Percipio Platform, which brings together learning content, skills data and measurement into a unified system. It can serve as the front end of a learner relationship or as the back end of the skills management process, giving customers flexibility in how they deploy it in their enterprise environments. That is exactly how we are seeing it in the market. One concern we sometimes hear is whether AI could reduce the relevance of categories like ours. What we are seeing suggests the opposite. AI is increasing the urgency of workforce readiness. It is widening the skills gap faster than many organizations can close it and driving demand for solutions that can translate into AI true role-based execution. This is not just conceptual, it is showing up in customer behavior in platform usage and in buying decisions. For example, one of Singapore's largest telecommunications providers selected Skillsoft through a competitive RFP process to support an AI-led workforce transformation mandate, not simply to extend a content relationship. Across the organization's entire user base, Skillsoft is helping support role redesign, develop AI capabilities and embed learning into the flow of work. Early activation includes persona-based learning for an internal AI academy and pilots around AI augmented job redesign. We saw something similar with a large global health care organization, which entered into a multiyear partnership with Skillsoft to help operationalize an AI-first operating model. They are using Skillsoft to translate AI advancements into role-specific capabilities and move from fragmented learning approaches toward a more centralized and business-aligned skills model. We're also seeing a strong signals in our own engagement data. AI skill benchmark completions increased 994% year-over-year. AI content completions increased 261% year-over-year. AI Journey completions increased 222% year-over-year. CAISY learners increased 146% year-over-year and CAISY launches or engagement increased by 341% year-over-year. To us, that matters because it reflects active scaled behavior tied directly to workforce transformation. It suggests that AI is not displacing the need for skills development, it is increasing it. And as enterprise move faster on AI, they're also becoming more aware of the risks of moving without verified workforce capability. AI without demonstrable skills can create a real business risk, including poor decision-making, compliance exposure and lower productivity. That is the one reason buyers are becoming more focused on ROI, measurable outcomes and trusted platforms that can support enterprise execution at scale. So when I step back, I would frame FY '26 this way. It was a year of significant strategic and operational progress in a highly uncertain environment. We continued transforming the company. We advanced our AI-native platform and broader AI capabilities. We sharpened the operating model. We demonstrated financial durability, we improved execution discipline, and we began to see clear evidence of the traction in the market. There's still work ahead, but the direction is increasingly clear. We are building a more focused company, a more differentiated AI-native platform in a market where the need for skills-based workforce transformation is growing, and that demand continues to build. We believe Skillsoft is increasingly well positioned to translate that market shift into durable growth. With that, let me turn the call over to John to cover our financial results in more detail. John?
John Frederick: Thank you, Ron, and good afternoon, everyone. As a reminder, and as noted at the opening of the call, consistent with prior quarters, this section covers non-GAAP measures unless otherwise stated. During mid-fiscal '25, we presented our strategic and financial road map to the Street. For fiscal '25 through fiscal '26, our stated financial objectives were: first, $45 million of annualized expense reduction in fiscal '25. This was achieved. Second, margin expansion in fiscal '25 and '26. This was also achieved. Third, return to top line growth in fiscal '26. This was achieved for TDS Enterprise, but not for Learner or for GK, which informed decisions around the latter 2 businesses. And finally, fourth, positive free cash flow generation in fiscal '26. This was achieved for fiscal '25 and for fiscal '26. While macroeconomic disruption and minor operational time delays impacted bookings and revenue during fiscal '26, the company delivered on its structural objectives of cost reduction, margin expansion and cash generation, validating that the transformation strategy presented at Investor Day is indeed on track. Now turning to the results. Revenue for TDS was $102.6 million for the fourth quarter, nearly flat year-over-year, with growth in our Enterprise Solutions business offsetting a continued drag from our B2C learner product. Global Knowledge revenue of $28 million in the quarter was down approximately $2.9 million or 9.4% year-over-year. The trends we've seen earlier in the year for demand and instructor-led training have continued. Total revenue of $130.7 million in the fourth quarter was down $3.1 million or 2.3% year-over-year. Our TDS LTM dollar retention rate, or DRR, as of the fourth quarter was 98% compared to 105% in the prior year quarter. Customer retention improved year-over-year, while customer upgrade rates declined more, reflecting a challenging year-over-year comparable period. Going forward, we believe that the release of the new platform should enable us to move back to historical upgrade rates and beyond. Now I'll walk you through our expense measures, which taken as a whole, continue to see year-over-year improvements. Cost of revenue was $34.2 million in the fourth quarter or 26% of revenue, up 2.5% year-over-year, reflecting higher labs and certification spending resulting from higher customer utilization. We have changed the way we structure some of these agreements to avoid these overruns in the future. Content and software development expenses of $12.8 million in the quarter or 10% of revenue were down approximately 5% year-over-year. These improvements largely reflected productivity gains from leveraging AI and sharper focus. Selling and marketing expenses of $37.5 million in the fourth quarter or 29% of revenue were down approximately 5.6% year-over-year, resulting largely from lower program spending, reflecting our drive for capital allocation discipline. General and administrative expenses were $15 million in the fourth quarter or 11% of revenue, down approximately 13% year-over-year, reflecting lower headcount and vendor spending, continuing our drive for a leaner, more efficient cost structure. Once we complete the GK strategic assessment process, we believe we can streamline the cost structure further. Total operating expenses were $99.5 million in the fourth quarter or 76% of revenue and were down $4.3 million or 4.2% year-over-year. Adjusted EBITDA of $31.2 million was up approximately 4% compared to $29.9 million last year, with adjusted EBITDA margin as a percentage of revenue for the quarter at 23.9% compared to 22.4% last year. We estimate that TDS contributed approximately $33 million to EBITDA, driving most of the improvement in both EBITDA dollars and EBITDA margin. GAAP net loss was $36.7 million in the fourth quarter compared to a GAAP net loss of $31.1 million in the prior year period. The increase in GAAP net loss resulted primarily from an intangible impairment charge and higher restructuring expenses, offset somewhat by lower expenses. GAAP net loss per share was $4.19 compared to $3.75 loss per share in the prior year period. Adjusted net income of $11 million in the fourth quarter compared to adjusted net income of $17.5 million in the prior year. Adjusted net income per share of $1.26 in the fourth quarter compared to adjusted net income per share of $2.11 in the prior year. Now moving to cash flow and the balance sheet highlights. Free cash flow for the quarter was $26.5 million compared to $13.2 million in the prior year period. As a reminder, last quarter, we highlighted delayed collections in the third quarter would be recaptured in the fourth quarter, which, in fact, happened, driving a portion of the improvement. GAAP cash, cash equivalents and restricted cash was $104.5 million at quarter end. Total gross debt on a GAAP basis, which includes borrowings under our term loan and accounts receivable facility was $578 million at the end of Q4, down slightly from approximately $581 million at the end of fiscal '25, reflecting normal amortization. Total net debt, which includes borrowings under our term loan and accounts receivable facility, net of cash, cash equivalents and restricted cash was approximately $474 million, down from approximately $477 million at the end of fiscal '25, reflecting our positive free cash flow for the year, which came in just above the high end of our expectations at $6.5 million. We continue to make progress on our strategic assessment of GK that we announced in our Q3 earnings call. We're in active discussions with multiple parties, having completed a recent bid date. However, the conflict in the Middle East has had meaningful impacts on our process given GK's direct exposure to the Middle East, fears of global economic issues and some potential buyers being physically located in the market. We will keep our stakeholders updated on this, and we are working quickly with speed and certainty as key guardrails in our assessment. That said, there can be no absolute assurance of a successful transaction. Looking to fiscal '27 guidance. For TDS, we expect revenue for the full fiscal '27 year of between $388 million and $406 million and adjusted EBITDA between $108 million and $116 million or around 28% of revenue. Putting aside GK, we expect free cash flow in the range of $14 million to $22 million for TDS. With that, operator, please open the call up to questions.
Operator: [Operator Instructions] And our first question comes from the line of Ken Wong with Oppenheimer & Company.
Hoi-Fung Wong: Great to see a solid close to the year, guys. Ron, maybe starting with you. When I look at the TDS guidance, it does show a slight decline. Can you talk through some of the business dynamics that you're seeing, some of the -- maybe how that progression could look through the year? And then, John, to the extent that you can maybe comment on the levels of conservatism or some of the assumptions that are baked into that guidance, so we have a sense of kind of the -- how qualified that number could eventually settle out at?
Ronald Hovsepian: Thanks, Ken. Great to hear your voice. The key business dynamics that you're asking about that are influencing are some historical pieces that I'm looking at my teammate, John, and he'll walk you through them so you can bridge them as part of it. So we've got some historical pieces with the normal things you're seeing. I'd just remind everybody, when we came into the year, we were driving our strategic transformation and that operational turnaround. We've made really good progress against that as part of it. So now we're shifting to the phase here where we're going to start to focus on the growth. That will show up actually first in bookings before it shows up inside of the revenue number. And the revenue had some headwinds and other dimensions that I'm looking at John to cover with you so we can bridge those numbers to you to make it clearer of where we're going. But the market is definitely slowed and focused on it right now. Customers are thinking. That plays right to our core strategy of that learning unified platform, the Skillsoft Percipio Platform, unifying all their skills management needs. That's definitely been the conversation. As we said, we've now signed up 15 customers on to that strategy and that journey with us, all paying customers, which is great. So I'll flip it over to John to fill in the rest of that guidance dimension for you, and then we can come back to it more, Ken.
John Frederick: Ken, thanks for asking the question. So if you break down TDS, we have 2 components of it. We have a consumer business, we have an enterprise business or an enterprise solution, if you will. When you think about the relative size of those 2 components, consumer is about 9% of the total and Enterprise is the rest just to contextualize it. When you look at the midpoint of our guidance, we're down about $7 million year-over-year at the midpoint. Nearly all of that is as a result of our consumer business. The enterprise business has actually been performing reasonably well. It hit the inflection point. We've talked about that. So we're pretty happy with that. Some of the headwinds that we saw earlier in the year, namely some of the churn in some of our government federal clients put a bit of a bookings headwind going into fiscal '27, as Ron was commenting on the fact that you really have to get the growth out of bookings first before you get it in revenue. We had a bit of a headwind from that. We think that we can overcome most, if not all of that and perhaps grow from a revenue basis in enterprise, but we'll continue to have -- we're planning for a continued decline in the consumer business.
Hoi-Fung Wong: Got it. Okay. That's fantastic. I appreciate that. And I guess maybe just continuing down that thread, like you guys highlighted some macro geopolitical uncertainty. Obviously, you've got a new platform out there that probably takes a little time to ramp. Should we assume that you have an elevated level of conservatism in that guide relative to how you guys typically approach it? What's the right framing of the setup on numbers here?
John Frederick: Yes. I think the range that we put out, I think, is pretty reflective of what we're seeing in the market right now, which is really a couple of components. At the low end of the range, we're thinking about things like pressure from the Middle East, most notably at the low end of guidance. At the high end of guidance, we're assuming that we can temper the decline in the consumer business and that we have a well-performing Middle East business. So just to kind of think about the two ends of the spectrum that kind of informs where we could end up and it actually gives you a way to track how we're doing through the year.
Hoi-Fung Wong: Got it. Okay. Fantastic. And Ron, you touched earlier on some of the customer engagement on the AI side and north of 200% on a few of your key KPIs there. Any thoughts on how the time line might look when you move from activity to workforce transformation and then hopefully, workforce transformation leads to monetization. Like what's the path forward on that particular time line?
Ronald Hovsepian: Yes. It's a multidimensional time line. So to your first part of the time line, we're already collecting from those customers in those numbers I just gave you, right? So we're already getting some of that revenue as part of that journey. Two, when we structured it was we wanted the customers to really begin to use it. So we were more open about the usage of how they were approaching it versus trying to hit them with all usage fees we were driving adoption as part of it at these early customers that we had as part of our journey. So as I think about that part of the road map, we structured our pricing and packaging to make sure that we got the customers adopting and going. So we're in the early days of that. Those pieces associated with it after these early parts of what we're talking about, then get into the full migration where the customer can then sell, and I'm jumping all the way to the end of the journey, which for a customer could really range from anywhere from 6 months to 2 years as a large customer is going on one of those large migrations. But the correlation would be they move from multiple hundreds of thousands of dollar type customers to multiple millions of size customers as we go on our journey. And as you know, each leg -- each leg of the adoption gathers more impact and more holding power for us with the customer. And what I'm more excited about in some of the numbers as we go forward when we start showing some of those will be around how they adopt our strategy around our custom content, their content and building that. That's still the early days on that piece. Everything else is really driving engagement on the products that we got out last year. And then we'll continue to report back to you these pieces and put it together in a more broader mosaic. But the ultimate life cycle that I look forward to packaging up here once we get more data will be that life cycle journey, where do I have the customers at this stage, then going to the next stage to the next stage to the next stage. And we think of those stages in four big chunks, and we can walk you through what those are after on that one, Ken, but happy to. I do see -- I'm focused on the enterprise and larger enterprises, I see that those turning into multimillion dollar contracts per year with our customers in terms of upside which I think is where you're saying, hey, Ron, how fast can you get there? And then how much is it worth at the end?
Hoi-Fung Wong: Understood. Perfect. I appreciate the context there, Ron. And I think one piece of the guidance that I thought was particularly attractive was you're still projecting for increased EBITDA, free cash flow despite a slight downtick in TDS. I guess as we think about that the spend numbers there, do you feel there is sufficient investment to provide growth? And you -- I think, John, you mentioned that once you guys potentially clear GK off the deck, there's maybe room for further improvement. Maybe dive into those 2 pieces, if you could.
John Frederick: Sure. Happy to. So one of the interesting things that isn't completely visible in the numbers is we have been fairly successful in reducing costs on a year-over-year basis. We have that grow under year-over-year where costs are -- you get the rest of the costs that you reduced in the prior year. So we have a little bit of a tailwind from that. We're taking those benefits, and we're investing in growth. We're investing in things like marketing programs. We're investing in the platform. So everything that we're doing at this point is reorienting our spend towards the areas of the business that we think will grow the fastest. When you think about what's possible on the other side of the GK, there's really two big components. One is the trap costs that are in the business. We believe that by the end of the fourth quarter, we can get those out of our run rate, assuming we can get to a satisfactory transaction between now and then. And then as you simplify the business, it gives us the ability to refine the rest of the cost structure over time because it's just a simpler business to run.
Hoi-Fung Wong: Got it. Okay. Very helpful. And then I realize we're not focused as much on GK anymore with you guys looking to exit that business. But while it declined, it does appear that maybe we found some footing at the $28 million revenue run rate level. I guess is that a fair assumption? And again, just to the extent that you guys can talk on how GK tracked relative to expectations, would just love to get a sense of whether or not that business has stabilized.
John Frederick: So I think, as you know, we're giving guidance on TDS with respect to the historical, I think -- we would have liked to have seen a little bit more progress in the fourth quarter. One of the challenges for that business, though, is the process itself. And that process, along with 20% of our business being in the Middle East, the combination of those two things put some pretty intense pressure on the business. Now having said that, I think the team did a good job of absorbing those fundamental challenges. So thanks for the observation. For sure, I think they'll appreciate that. I think that the business has the ability to grow. I think if we had more time and we -- this was on the same pace of performance as TDS. We'd have a demonstrable reason to keep the company or keep the business in the company because we do like that learning modality. But I think we've also concluded that from a learning modalities perspective, we can partner and get that piece and including GK being a partner on the other side of what happens. If I drill down into the individual pieces of GK, the EMEA business is really starting to look like a good performer. We're very excited about that. In the Middle East, notwithstanding what's going on in the world, we're seeing some solid progress there. In North America, that's the place where we have a bit of work to do to repair the business.
Hoi-Fung Wong: Got it. Okay. Perfect. And then shifting back to the core TDS side. You touched on the DRR, slight downtick sequentially, down year-over-year, not an area where you guys expect to live forever and there's a path upwards. Ron, do you feel you guys have the appropriate product set, the appropriate go-to-market that we can see DRR return to that 105 level, again, maybe not this year, but down the line? And then for you, John, I guess, how should we think about that trajectory? Again, not a specific quantification of what that number could be. But I mean, should we assume that the path forward will be -- will hopefully be at least a little bit of an upward trajectory?
Ronald Hovsepian: Yes. As John pointed out in his prepared remarks, there was a headwind from the prior year comparison that was there. And then there was some of the headwinds that happened as part of the year that we had pointed out as part of that overall journey. When I look forward, when you combine that and I look forward to where we can go, absolutely, I do see us have the ability to recover to those historical patterns that we were operating in as I look ahead. So to me, having -- as we layer more of the bricks down and this big foundation that we poured last year, those pieces will just continue to build our story, and that should directly tie to DRR from my perspective with these customers, especially as we've shared with you, we've got a good group of customers that are very loyal. We've got a good group of customers that are very engaged. And those 15 customers that are signed up for the -- paying customers have signed up for the new platform journey in the very early days here is a real good testament to that opportunity to improve that DRR as we go on that journey as the first green shoot, let's call it, Ken.
Hoi-Fung Wong: Fantastic.
Ronald Hovsepian: So maybe I'll just say, John, do you want to add to that?
John Frederick: Yes. So let me come in over the top on that on a couple of things. So as you drill into DRR, so you look at the fiscal '25 period, the fourth quarter of fiscal '25, we had an outstanding quarter from a DRR perspective, and that was on the strength of some very large upgrade deals that we had at the end of that quarter. As we proceeded through the year, we had the challenges from some of our federal customers and just some of our larger customers really screwing down on expenses because of economic uncertainty. That drove much of what we saw in our upgrade performance. So interestingly, the thing that I liked about the fourth quarter of this year was we actually saw some strengthening in our retention rates, our customer retention rates. So that part with lower churn was very exciting for us. The much lower upgrade rates, I think as we get past -- we lap the federal business comps. As we go into the year, it will be a little bit easier for us to kind of get back to those levels and get back to the 100% and above as we proceed but we really needed 2 elements. One is for the new product to be in market and showing well. I think we're seeing that with 15 customers who are paying for the platform. We needed really the marketing to wrap around that so people knew we had a new product and it was demonstrably different in the marketplace. I think the combination of those 2 things, along with lapping some of the churn that we had in fiscal '26 should really help our DRR in the upcoming year.
Hoi-Fung Wong: Got it. And then last one for me. Just when you look out at the competition, both old and new, how would you say you guys are stacking up? I guess any concern that against some of the prior softness that hopefully we're going to lap, like any confidence -- what's the confidence that, that is not driven by competition? It's more a dynamic of macro?
Ronald Hovsepian: Yes. So from my perspective, as I look at the market in total, customers are going to make some big shifts in these next 5 years, and some of them are going to come sooner than later. When I look at the competition from that perspective, AI will be that catalyst, and it will come in both the agentic workflow, way people consume content and learning experiences that will all tie together. At the end of the day, skills management for the companies is going to be the new high order for what customers have to get done. That requires a unified platform system that allows a customer to manage that full life cycle and at the learning level, right, not at the system of record down at the HRIS level, they can complement each other. But it's really how do I take my company on that learning journey. What I see in the market today is a series of point solutions in the market. And I see some people after our announcement last September scrambling to try to fill in some of the cracks around that on their platform stories because their platforms are narrow, their point solutions. I'm an LMS. Now I want to be a talent management system. So what I'm seeing right now is the normal repackaging of the marketing and the materials around it. In general, I'm actually more comfortable that there's more point solutions that the customers will want to learn to over time, migrate into a full skills life cycle management, which our skills management positioning will be excellent as we progress on that journey as I look at it. So I remain very optimistic that this piece of it is going to be very, very move with great velocity for us. And let's just get these early wins as part of it as part of the overall journey. So to me, it's a logical aggregation opportunity for us -- for the customer, excuse me, to then make that migration from point solutions. My life experience has been point solutions to suites to platforms as part of the journey. And again, I'm in the learning space. I'm not taking on anything with HRIS or anything like that. But in that learning space, you have to train humans and AI now. You have to manage humans and AI now. You have to bring all those pieces together. We've got a skills ontology of 20 years around content and learning. We've got the skills ontology of how to do roles assessment. That's how we're winning these deals. That's our data. And that's why I made the comment around our platform, the data that we have along with the platform, along with the content is actually the winning hand, right, much like the media market, right? Oh, it's all content, it's all content. No, no, no, it's all platform. No, no, no, it's actually both. We have streaming, right? Putting all three together to me is going to be the key of this market, and that's what we have.
Hoi-Fung Wong: Got it. Really appreciate the thoughtful response there. That's it on my end.
Ronald Hovsepian: All right. Thanks, Ken.
John Frederick: Thank you, everyone.
Operator: And with that, there are no further questions at this time. I'd like to turn the call back over to Ron Hovsepian for any closing remarks.
Ronald Hovsepian: Thank you. As I look back at the 18 months ago when we started the journey from our overall reporting perspective at Investor Day, we've made a ton of progress on the strategic transformation. Still more work to be done. But as I look forward, where we positioned ourselves with AI and how we think about AI as part of the customer's journey, as I just said, the journey for the AI human part of it and the agent part of it is going to play a key role for us and a key role with the customer. We're as well positioned as anybody with what we're doing with our skills intelligence, what we're doing with our content, what we're doing with our platform and ultimately bringing all that together with the data that we have here over many, many years. So as I look at '27, it's a year of growth. We're going to try to prove ourselves growth in the revenue. And then as we hit the end of the year, we'll start to really begin to look at what that backlog growth looks like because we're seasonally loaded to the back end, it will show up in that backlog number as we look into the end of the year. So with that, I say thank you. Stay tuned. I look forward to reporting more about our growth and where we're going as we move forward.
Operator: Thank you. And with that, ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time, and have a wonderful rest of your day.