-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F3YuBk+AYXZaa42bYjEgnsv5VK9i/S934bFnMlwlLtgSsvOi8+lemCE/LR5qpCvv UqFUYgBQiNKJp3BSJwdHUA== 0000950135-07-007160.txt : 20071126 0000950135-07-007160.hdr.sgml : 20071126 20071126073455 ACCESSION NUMBER: 0000950135-07-007160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SKILLSOFT PUBLIC LIMITED CO CENTRAL INDEX KEY: 0000940181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25674 FILM NUMBER: 071265248 BUSINESS ADDRESS: STREET 1: 107 NORTHEASTERN BOULEVARD CITY: NASHUA STATE: NH ZIP: 03062 BUSINESS PHONE: 603-324-3000 MAIL ADDRESS: STREET 1: 107 NORTHEASTERN BOULEVARD CITY: NASHUA STATE: NH ZIP: 03062 FORMER COMPANY: FORMER CONFORMED NAME: SKILLSOFT PUBLIC LTD CO DATE OF NAME CHANGE: 20021120 FORMER COMPANY: FORMER CONFORMED NAME: SMARTFORCE PUBLIC LTD CO DATE OF NAME CHANGE: 20000314 FORMER COMPANY: FORMER CONFORMED NAME: CBT GROUP PLC DATE OF NAME CHANGE: 19950303 8-K 1 b67566sse8vk.htm SKILLSOFT PUBLIC LIMITED COMPANY e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 26, 2007
SkillSoft Public Limited Company
 
(Exact Name of Registrant as Specified in Charter)
         
Republic of Ireland   0-25674   None
         
(State or Other Juris-
diction of Incorporation
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
107 Northeastern Boulevard
Nashua, New Hampshire
  03062
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (603) 324-3000
 
 
(Former Name or Former Address, if Changed Since Last Report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition
Item 9.01. Financial Statements and Exhibits
SIGNATURE
Ex-99.1 Press release dated November 26, 2007


Table of Contents

Item 2.02. Results of Operations and Financial Condition
On November 26, 2007, SkillSoft Public Limited Company (the “Company”) announced its financial results for the fiscal quarter ended October 31, 2007. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press Release dated November 26, 2007

 


Table of Contents

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SkillSoft Public Limited Company
 
 
Date: November 26, 2007  By:   /s/ Charles E. Moran    
    Charles E. Moran   
    President and Chief Executive Officer   
 

 


Table of Contents

EXHIBIT INDEX
             
Exhibit No.   Description        
 
99.1
  Press release dated November 26, 2007

 

EX-99.1 2 b67566ssexv99w1.htm EX-99.1 PRESS RELEASE DATED NOVEMBER 26, 2007 exv99w1
 

         
 
  FOR:   SKILLSOFT PLC
 
       
 
      COMPANY CONTACT:
 
      Tom McDonald
 
      Chief Financial Officer
 
      (603) 324-3000, x4232
 
       
 
      INVESTOR CONTACTS:
 
      Michael Polyviou/ Peter Schmidt
 
      Financial Dynamics
 
      (212) 850-5748
SKILLSOFT REPORTS THIRD QUARTER FISCAL 2008 RESULTS
INCLUDING REVENUE OF $75.1 MILLION AND; EPS OF $0.06, AND
RAISES FULL YEAR FISCAL 2008 NET INCOME TARGETS
NASHUA, NH, NOVEMBER 26, 2007 - SkillSoft PLC (NASDAQ: SKIL), a leading Software as a Service (SaaS) provider of on-demand e-learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses, today announced financial results for its third fiscal quarter of fiscal 2008.
Fiscal 2008 Third Quarter Results
The Company reported total revenue of $75.1 million for its third quarter (ended October 31, 2007) of the fiscal year ending January 31, 2008 (fiscal 2008), which represented a 32 % increase over the $57.1 million reported in its third quarter of fiscal year 2007. The increased revenue in the third quarter of fiscal 2008 was primarily attributable to the NETg acquisition (which closed in May 2007) and includes incremental revenues of $9.0 million related to the amortization of acquired deferred revenue retained by the Company following the NETg acquisition. The Company’s deferred revenue at October 31, 2007 was approximately $141 million compared to approximately $98 million at October 31, 2006. The increase in deferred revenue reflects, in addition to order intake and billings from SkillSoft’s base business, approximately $5.7 million of unamortized acquired deferred revenue from the NETg acquisition (after purchase accounting adjustments) and an increase in billings due to additional customers acquired in the NETg acquisition.
On a US generally accepted accounting principles (US GAAP) basis, the Company’s net income was $6.0 million, or $0.06 per diluted share, for the fiscal 2008 third quarter. SkillSoft reported net income of $7.1 million or $0.07, per diluted share, for the fiscal 2007 third quarter. The Company’s US GAAP net income results include restatement expenses of $0.1 million in the third quarter of both fiscal 2008 and 2007, as well as the following acquisition related expenses and non-cash charges:
Acquisition and integration related expenses:
    Merger related integration costs of $2.6 million in the third quarter of fiscal 2008.
 
    Loss from discontinued operations net of tax of $0.2 million in the third quarter of fiscal 2008.
Non-Cash Charges:

 


 

    Stock based compensation expense of $1.4 million in the third quarter of fiscal 2008 and $0.8 million in the third quarter of fiscal 2007.
 
    Amortization of intangible assets of $5.4 million in the third quarter of fiscal 2008 and $1.2 million in the third quarter of fiscal 2007.
 
    Amortization of deferred financing costs of $0.2 million in the third quarter of fiscal 2008.
 
    Non-cash provision for income tax of $0.3 million in the third quarter of fiscal 2008 and $3.8 million in the third quarter of fiscal 2007.
“Our priorities for the next six months will be to focus on the general integration of NETg into SkillSoft’s operations, the migration of NETg customers from NETg platforms to SkillPort and the continued renewal of NETg customer contracts. We are encouraged by the results of our third quarter NETg customer renewal efforts and feel cautiously optimistic going into our critical fourth quarter renewal period,” commented Chuck Moran, President and Chief Executive Officer. “We are pleased with the progress we have experienced so far with the NETg integration and are working hard to normalize our operational cost structure as soon as possible. We are excited about the combined company’s opportunity to generate cash, which will validate the significant operating model leverage that our software as a service business has been working towards since its inception.”
Gross margin remained at 87% for the Company’s fiscal 2008 third quarter as compared to 87% for its fiscal 2007 third quarter. Gross margin for the fiscal 2007 third quarter includes amortization of intangible assets related to acquired technology and capitalized software development costs of $0.7 million. These costs were previously recorded within operating expenses under the caption “amortization of intangible assets” and have been reclassified to cost of revenues to conform with current period presentation. Gross margin for the fiscal 2008 third quarter includes amortization of intangible assets related to acquired technology and capitalized software development costs of $1.7 million in the fiscal 2008 third quarter. The intangible asset amortization reduced the fiscal 2008 third quarter gross margin 2% as compared to reducing gross margin 1% in the fiscal 2007 third quarter.
In the fiscal 2008 third quarter we incurred additional hosting platform maintenance and royalty expense to support the acquired NETg customer base as well as incremental expenses related to transitioning NETg customers to the SkillSoft hosting platform and product obligations assumed in the acquisition. These incremental hosting and infrastructure expenses will largely be incurred over the next three fiscal quarters, with lower levels of costs forecasted for two additional quarters until the transition is complete. The gross margin percentage is impacted mainly by the mix of royalty-bearing content and the costs incurred to augment the hosting capacity needed to meet our existing and new customer solution requirements.
Research and development expense increased to $13.7 million in the fiscal 2008 third quarter from $10.0 million in the fiscal 2007 third quarter. This increase was primarily due to the inclusion of expenses related to supporting acquired customer contracts and product obligations assumed in the NETg acquisition. We anticipate that there will be additional research and development expenses for content outsourcing, software outsourcing and additional personnel that will bring total research and development expenses to a range of $15.0 million to $16.0 million for the fiscal 2008 fourth quarter. These incremental costs are largely attributed to the NETg integration initiatives.
Sales and marketing expenses increased to $25.2 million in the fiscal 2008 third quarter from $22.0 million in the fiscal 2007 third quarter. This increase was primarily due to additional personnel, including additions to direct sales, tele-sales and field support and additional marketing expenses to support the increased customer base as a result of the NETg acquisition. We anticipate that continued investment in sales distribution, field support and marketing efforts is required to support the increased

 


 

customer base and growth initiatives and such investment will bring total sales and marketing expenses to a range of $28.0 million to $29.0 million in the fourth quarter of fiscal 2008.
General and administrative expenses increased to $9.4 million in the fiscal 2008 third quarter compared to $6.8 million in the fiscal 2007 third quarter. This increase was primarily due to additional personnel, contractors and professional services that were required to support the increase in the volume of customer contracts and the transition activities resulting from the NETg acquisition as compared to the fiscal 2007 third quarter. It is anticipated that continued investment in headcount and services will be required to support the increased customer base and operational and strategic initiatives and such investment will keep total general and administrative expenses in a range of $8.5 million to $9.5 million for the fourth quarter of fiscal 2008.
Operating expenses for the fiscal 2008 third quarter include approximately $1.4 million of stock-based compensation expense. The allocation of such stock-based compensation expense for the fiscal 2008 third quarter was as follows: Cost of Revenue $54,000, Research and Development, $200,000; Sales and Marketing, $400,000; and General and Administrative, $700,000. By comparison, operating expenses for the fiscal 2007 third quarter included approximately $0.8 million of stock-based compensation expense. The allocation of such stock-based compensation expense for the fiscal 2007 third quarter was as follows: Cost of Revenue, $14,000, Research and Development, $100,000; Sales and Marketing, $300,000; and General and Administrative, $400,000.
The SEC staff has not closed its informal investigation concerning the option granting practices at SmartForce for the period beginning April 12, 1996 through July 12, 2002, prior to its merger in September 2002 with SkillSoft. The restatement charges relating to the ongoing SEC investigation of $0.1 million in the fiscal 2008 third quarter included expenses incurred as part of this options review, and the restatement charges of $0.1 million in the fiscal 2007 third quarter related solely to the SEC’s investigation regarding the restatement of the historical financial statements of SmartForce.
Merger related integration expenses for the fiscal 2008 third quarter were $2.6 million. Compensation and benefits costs for transition employees represented approximately 60% of these costs, and the remaining 40% related primarily to services, travel and administrative costs associated with transitioning the NETg operations to SkillSoft and meeting NETg customer obligations. Merger related integration expenses will largely be incurred over the next three quarters with lower levels for two additional quarters until these customer obligations are complete and the NETg business is fully integrated into SkillSoft’s operations. We expect merger related integration expenses over subsequent quarters to decline as compared to the quarter ended October 31, 2007 as different phases of the transition are completed.
The Company is discontinuing the operations of four businesses acquired from NETg. These include NETg Press, InteractNow, Wave, and Financial Campus. In August 2007, the Company sold the assets of Financial Campus and in October 2007, the Company sold the assets of NETg Press. The Company exited the Wave businesses in the third quarter of fiscal 2008 and expects to exit the InteractNow business by the middle of fiscal 2009.
For the nine month period ended October 31, 2007, the Company’s effective cash tax rate from continuing operations is approximately 6.2% as compared to 3.7% for the nine months ended October 31, 2006. The increase in the current year cash tax provision is primarily due to geographic distribution of earnings throughout the United States.
For the nine month period ended October 31, 2007, the Company’s effective non-cash tax benefit from continuing operations is approximately $9.0 million. Included in the non-cash tax benefit is approximately $25 million from the reduction in the Company’s deferred tax valuation allowance. The

 


 

aforementioned benefit is partially offset by non-cash tax adjustments required as a result of the purchase accounting for the NETg acquisition and the Company’s tax provision.
SkillSoft had approximately $54.5 million in cash, cash equivalents, short-term investments, restricted cash and long-term investments as of October 31, 2007 as compared to $127.8 million as of January 31, 2007. This decrease primarily reflects cash used, net of cash acquired, of $279 million in connection with the NETg acquisition. This decrease was partially offset by cash provided by operations of $8.5 million, net borrowings under long-term debt of $194 million, proceeds from the exercise of stock options and employee stock purchase activity of $11.1 million and $38.8 million of net investment maturities.
In order to adequately assess the Company’s collection efforts, taking into account the seasonality of the Company’s business, the Company believes that it is most useful to compare current period days sales outstanding (DSOs) to the prior year period. Given the quarterly seasonality of bookings, the deferral from revenue of subscription billings may increase or decrease the DSOs on sequential quarterly comparisons.
SkillSoft’s DSOs were in the targeted range for the fiscal 2008 third quarter. On a net basis, which considers only receivable balances for which revenue has been recorded; DSOs were 13 days in the fiscal 2008 third quarter as compared to 7 days in the year ago period and 14 days in the second quarter of fiscal 2008. On a gross basis, which considers all items billed as receivables, DSOs were 118 days in the fiscal 2008 third quarter compared to 77 days in the year ago quarter and 108 days in the second quarter of fiscal 2008.
FISCAL 2008 OUTLOOK
The Company, based on its performance in the fiscal 2008 third quarter, is now providing the following guidance for the fiscal year ending January 31, 2008:
    Revenue is expected to be in the range of $276.7 million to $280.0 million compared to the previously targeted range of $272.0 million to $280.0 million.
 
    GAAP net income is currently expected to be in the range of $24.0 million to $26.0 million, or $0.22 to $0.24 per basic and diluted share compared to the previously targeted range of $20.5 million to $23.0 million, or $0.19 to $0.21 per basic and diluted share.
 
    Our GAAP net income outlook includes restatement expenses of $1.4 million to $1.6 million; merger related integration costs of $12.0 million to $13.0 million; and non-cash items consisting of stock based compensation expense of $5.0 million to $ 6.0 million, amortization of intangible assets of $15.5 million to $17.5 million, and deferred financing costs of $0.5 million to $0.8 million. All of these estimated amounts are the same as the estimates included in our financial guidance following the fiscal 2008 second quarter. In addition the Company expects a non-cash benefit for income tax of $4.5 million to $5.5 million.
For the fiscal 2008 fourth quarter ending January 31, 2008, the Company currently anticipates revenue to be in the range of $73.0 million to $76.3 million. The Company also anticipates net income for the fiscal 2008 fourth quarter to be between $0.0 million and $1.0 million, or $0.00 to $0.01 per basic and diluted share.
As a reminder, an important leverage covenant included in our credit facility is adjusted EBITDA. The adjusted EBITDA targeted range for fiscal 2008 remains unchanged and is expected to be $69.0 million to $75.0 million which equates to a debt leverage ratio range of 2.7 to 3.1. The adjusted EBITDA projected range for fiscal 2008 is calculated by taking net income ($24.0 million to $26.0 million) and adding back depreciation and amortization ($7.0 million to $8.0 million), amortization of intangibles

 


 

assets and capitalized software development costs ($15.5 million to $17.5 million), stock-based compensation ($5.5 million to $6.5 million), restatement expenses ($1.4 million to $1.6 million), merger and integration expenses ($12.0 million to $13.0 million), other expense ($1.25 million to $1.75 million) and interest expense ($8.5 million to $9.5 million) less income from discontinued operations ($0.3 million) and the benefit of income taxes ($4.5 million to $5.5 million).
The Company’s projected net income in fiscal 2008 (including the fiscal 2008 fourth quarter) does not reflect any foreign exchange gains or losses. The fiscal 2008 earnings outlook also does not take into account the potential negative impact of the resolution of litigation matters, potential merger and integration related expenses (excluding the NETg acquisition), or the potential impact of any future acquisitions or divestitures (excluding the NETg acquisition), including potential non-recurring acquisition related expenses and the amortization of any purchased intangibles and deferred compensation charges resulting from an acquisition transaction (excluding the NETg acquisition). The outlook also does not take into account the effect of a public offering or other financing arrangement that could impact outstanding shares and thereby the Company’s EPS outlook.
SkillSoft is presenting projected net income (for both fiscal 2008 and the fiscal 2008 fourth quarter) without the impact of those items because it is currently unable to estimate the amount of those items and it believes that presenting net income without taking them into account presents investors with meaningful information about the Company’s projected operating performance for fiscal 2008.
Supplemental financial information will be available on SkillSoft’s web site www.skillsoft.com following our earnings call.
Conference Call
In conjunction with the release, management will conduct a conference call on Monday, November 26, 2007 at 8:30 a.m. EST to discuss the Company’s third quarter fiscal 2008 operating results and fiscal 2008 outlook. Chuck Moran, President and Chief Executive Officer, and Tom McDonald, Chief Financial Officer, will host the call.
To participate in the conference call, local and international callers can dial (973) 582-2717. The live conference call will be available via the Internet by accessing the SkillSoft Web site at www.skillsoft.com. Please go to the Web site at least fifteen minutes prior to the call to register, download and install any necessary audio software.
A replay will be available from 12:01 p.m. EST on November 26, 2007 until 11:59 p.m. EST on December 3, 2007. The replay number is (973) 341-3080, passcode: 8526861. A webcast replay will also be available on SkillSoft’s Web site at www.skillsoft.com.
About SkillSoft
SkillSoft PLC (Nasdaq: SKIL) is a leading SaaS provider of on-demand e- learning and performance support solutions for global enterprises, government, education and small to medium-sized businesses. SkillSoft enables business organizations to maximize business performance through a combination of comprehensive e- learning content, online information resources, flexible learning technologies and support services.
Content offerings include business, IT, desktop, compliance and consumer/SMB courseware collections, as well as complementary content assets such as Leadership Development Channel video products, KnowledgeCenter™ portals, virtual instructor-led training services and online mentoring

 


 

services. The Books24x7(R) division offers online access to more than 15,000 digitized IT and business books, as well as book summaries and executive reports. Technology offerings include the SkillPort(R) learning management system, Search-and-Learn(R), SkillSoft(R) Dialogue™ and virtual classroom. SkillSoft courseware content described herein is for information purposes only and is subject to change without notice. SkillSoft has no obligation or commitment to develop or deliver any future release, upgrade, feature, enhancement or function described in this press release except as specifically set forth in a written agreement.
SkillSoft, the SkillSoft logo, SkillPort, Search-and-Learn, SkillChoice, Books24x7, ITPro, BusinessPro, OfficeEssentials, GovEssentials, EngineeringPro, FinancePro, AnalystPerspectives, ExecSummaries, ExecBlueprints, Express Guide and Dialogue are trademarks or registered trademarks of SkillSoft PLC in the United States and certain other countries. All other trademarks are the property of their respective owners.
This release includes information that constitutes forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include challenges in integrating the operations of NETg, competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel, litigation and other risk factors disclosed under the heading “Risk Factors” in SkillSoft’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2007 as filed with the Securities and Exchange Commission. The forward-looking statements provided by the Company in this press release represent the Company’s views as of November 26, 2007. The Company anticipates that subsequent events and developments may cause the Company’s views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this release.

 


 

                                 
    SkillSoft PLC and Subsidiaries  
    Condensed Consolidated Statements of Operations  
    (Unaudited)  
    Three Months Ended     Nine Months Ended  
    October 31     October 31  
    2007     2006     2007     2006  
 
                               
Revenues
  $ 75,124     $ 57,135     $ 203,733     $ 167,521  
 
Cost of revenues — amortization of capitalized software development costs and content
    1,740       740       3,683       4,203  
Cost of revenues — other
    8,282       6,846       23,827       19,962  
 
                       
 
                               
Gross profit
    65,102       49,549       176,223       143,356  
 
                               
Operating expenses:
                               
Research and development
    13,710       10,047       35,315       29,913  
Selling and marketing
    25,227       21,983       71,489       68,375  
General and administrative
    9,449       6,844       25,572       20,948  
Amortization of intangible assets
    3,634       412       7,955       1,240  
Merger and integration related expenses
    2,616       25       11,144       47  
Restatement — SEC investigation
    105       114       1,328       434  
 
                       
 
                               
Total operating expenses
    54,741       39,425       152,803       120,957  
 
                               
Other (expense) / income, net
    (642 )     (35 )     (1,026 )     (67 )
Interest income
    654       1,137       2,990       3,011  
Interest expense
    (3,927 )     (69 )     (7,741 )     (205 )
 
                               
Income before for income taxes from continuing operations
    6,446       11,157       17,643       25,138  
 
                               
 
                               
Provision / (Benefit) for income taxes — cash
    92       274       1,099       931  
Provision / (Benefit) for income taxes — non-cash
    178       3,799       (8,985 )     8,245  
 
                       
Income from continuing operations
    6,176       7,084       25,529       15,962  
 
                       
 
                               
(Loss) / income from operations of businesses to be disposed, net of income tax benefit of $464 for the three months ended October 31, 2007
    (198 )           326        
 
                       
 
                               
Net income
  $ 5,978     $ 7,084     $ 25,855     $ 15,962  
 
                       
 
                               
Net income, per share, basic — continuing operations
  $ 0.06     $ 0.07     $ 0.25     $ 0.16  
Net income, per share, basic — discontinued operations
  $ 0.00     $     $ 0.00     $  
 
                       
 
  $ 0.06     $ 0.07     $ 0.25     $ 0.16  
 
                       
 
                               
Basic weighted average common shares outstanding
    104,789,720       101,763,654       104,165,555       101,446,427  
 
                       
 
                               
Net income, per share, diluted — continuing operations
  $ 0.06     $ 0.07     $ 0.24     $ 0.15  
Net income, per share, diluted — discontinued operations
  $ 0.00     $     $ 0.00     $  
 
                       
 
  $ 0.06     $ 0.07     $ 0.24     $ 0.15  
 
                       
 
                               
Diluted weighted average common shares outstanding
    108,552,456       104,724,685       108,018,673       103,887,852  
 
                       
 
                               
(1) The following summarizes the departmental allocation of the stock-based compensation
                               
 
                               
Cost of revenues
  $ 54     $ 14     $ 119     $ 31  
Research and development
    226       151       659       818  
Selling and marketing
    442       269       1,309       1,646  
General and administrative
    657       404       1,921       1,657  

 


 

SkillSoft PLC
Condensed Consolidated Balance Sheets
(Unaudited)
                 
    October 31, 2007     January 31, 2007  
 
               
ASSETS
               
 
               
CURRENT ASSETS:
               
Cash, cash equivalents and short-term investments
  $ 50,565     $ 104,117  
Restricted cash
    3,919       20,095  
Accounts receivable, net
    94,249       94,343  
Prepaid acquisition costs
          2,881  
Prepaid expenses and other current assets
    24,134       22,215  
 
           
 
               
Total current assets
    172,867       243,651  
 
               
Property and equipment, net
    8,033       9,672  
Goodwill
    316,301       83,171  
Acquired intangible assets, net
    34,909       2,638  
Long-term investments
          3,598  
Deferred tax assets
    45,376       159  
Other assets
    9,205       81  
 
           
 
               
Total assets
  $ 586,691     $ 342,970  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
CURRENT LIABILITIES:
               
 
               
Accounts payable
  $ 3,186     $ 3,327  
Accrued expenses
    64,637       53,297  
Deferred revenue
    140,598       146,012  
 
           
 
               
Total current liabilities
    208,421       202,636  
 
               
Total long-term liabilities
    201,676       2,405  
 
               
Total stockholders’ equity
    176,594       137,929  
 
           
 
               
Total liabilities and stockholders’ equity
  $ 586,691     $ 342,970  
 
           
         

 


 

SkillSoft PLC
Condensed Consolidated Statements of Cash Flows
(Unaudited)
                 
    Nine Months Ended  
    October 31  
    2007     2006  
 
               
Cash flows from operating activities from continuing operations:
               
 
               
Net income
  $ 25,529     $ 15,962  
Adjustments to reconcile net income to net cash provided by operating activities —
               
Share-based compensation
    4,008       4,152  
Depreciation and amortization
    5,481       4,502  
Amortization of acquired intangibles and FAS 86 assets
    11,638       5,443  
Provision for bad debts
    470       (477 )
Non-cash interest expense
    481        
(Benefit)/Provision for income taxes — non-cash
    (8,986 )     8,245  
Realized loss on sale of assets, net
    (58 )      
Changes in current assets and liabilities, net of acquisitions
               
Accounts receivable
    36,344       39,354  
Prepaid expenses and other current assets
    14,145       8,498  
Accounts payable
    (1,313 )     (403 )
Accrued expenses
               
Accrued merger
    (282 )     (451 )
Accrued restructuring
    345       (364 )
Accrued other
    (45,626 )     (12,375 )
Deferred revenue
    (33,707 )     (40,043 )
 
           
 
               
Net cash provided by operating activities from continuing operations
    8,469       32,043  
 
               
Cash flows from investing activities from continuing operations:
               
 
               
Purchases of property and equipment
    (2,321 )     (3,989 )
Cash used in purchase of business, net of cash acquired
    (278,923 )      
Disposition of net assets
    (5,981 )      
Purchases of investments
    (9,575 )     (74,843 )
Maturity of investments
    48,378       39,810  
Release of restricted cash
    16,183       335  
 
           
 
               
Net cash (used in) / provided by investing activities from continuing operations
    (232,239 )     (38,687 )
 
               
Cash flows from financing activities from continuing operations:
               
 
               
Borrowings under long-term debt, net of debt financing costs
    193,633        
Exercise of stock options
    8,836       1,977  
Proceeds from employee stock purchase plan
    2,220       2,561  
 
           
 
               
Net cash provided by financing activities from continuing operations
    204,689       4,538  
 
               
Change in cash from discontinued operations
    (1,032 )      
 
               
Effect of exchange rate changes on cash and cash equivalents
    1,864       562  
 
           
 
               
Net increase in cash and cash equivalents
    (18,249 )     (1,544 )
Cash and cash equivalents, beginning of period
    48,612       51,937  
 
           
 
               
Cash and cash equivalents, end of period
  $ 30,363     $ 50,393  
 
           
         

 

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