##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER 000-25674
 SKILLSOFT PUBLIC LIMITED COMPANY
  REPUBLIC OF IRELAND
    
    N/A(STATE OR OTHER JURISDICTION OF
    
    (I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)
    
    IDENTIFICATION NO.)107 NORTHEASTERN BOULEVARD
    
    03062NASHUA, NEW HAMPSHIRE(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
    
    (ZIP CODE)
  
 þ o
  o þ o
 o þ




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##### 



PAGE NO.PART I  FINANCIAL INFORMATION
    
    
    3Item 1. Condensed Consolidated Financial Statements:
    
    
    3Condensed Consolidated Balance Sheets as of April 30, 2006 and January 31, 2006
    
    
    3Condensed Consolidated Income Statements for the Three Months Ended April 30, 2006 and 2005
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2006 and 2005
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosure about Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II  OTHER INFORMATION
    
    
    22Item 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 3. Defaults Upon Senior Securities
    
    
    30Item 4. Submission of Matters to a Vote of Security Holders
    
    
    30Item 5. Other Information
    
    
    31Item 6. Exhibits
    
    
    31SIGNATURE
    
    
    32EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO
  2




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APRIL 30,
    
    
    JANUARY 31,2006
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    55,465
    
    
    $
    51,937Short-term investments
    
    
    37,678
    
    
    
    21,632Restricted cash
    
    
    4,907
    
    
    
    5,039Accounts receivable, net
    
    
    47,904
    
    
    
    85,681Prepaid expenses and other current assets
    
    
    19,679
    
    
    
    22,006Total current assets
    
    
    165,633
    
    
    
    186,295Property and equipment, net
    
    
    10,038
    
    
    
    10,231Intangible assets, net
    
    
    6,563
    
    
    
    8,711Goodwill
    
    
    92,058
    
    
    
    93,929Deferred tax assets, net
    
    
    694
    
    
    
    694Other assets
    
    
    43
    
    
    
    42Total assets
    
    $
    275,029
    
    
    $
    299,902LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    2,302
    
    
    $
    3,819Accrued expenses
    
    
    41,481
    
    
    
    53,795Deferred revenue
    
    
    117,918
    
    
    
    136,699Total current liabilities
    
    
    161,701
    
    
    
    194,313Long term liabilities
    
    
    3,137
    
    
    
    3,317Commitments and contingencies (Note 11)Stockholders equity:Ordinary shares, E0.11 par value: 250,000,000
shares authorized; 107,939,792 and 107,344,243
shares issued at April 30, 2006 and January 31,
2006, respectively
    
    
    11,852
    
    
    
    11,773Additional paid-in capital
    
    
    565,596
    
    
    
    562,052Treasury stock, at cost, 6,533,884 ordinary shares
    
    
    (24,524
    )
    
    
    (24,524
    )Deferred compensation
    
    
    
    
    
    
    (465
    )Accumulated deficit
    
    
    (441,761
    )
    
    
    (445,814
    )Accumulated other comprehensive loss
    
    
    (972
    )
    
    
    (750
    )Total stockholders equity
    
    
    110,191
    
    
    
    102,272Total liabilities and stockholders equity
    
    $
    275,029
    
    
    $
    299,902
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THREE MONTHS ENDEDApril 30,2006
    
    
    2005Revenue
    
    $
    54,653
    
    
    $
    53,327Cost of revenue (1)
    
    
    6,451
    
    
    
    5,834Gross profit
    
    
    48,202
    
    
    
    47,493Operating expenses:Research and development (1)
    
    
    9,965
    
    
    
    9,917Selling and marketing (1)
    
    
    23,257
    
    
    
    24,211General and administrative (1)
    
    
    7,280
    
    
    
    6,284Amortization of intangible assets
    
    
    2,148
    
    
    
    2,246Restructuring
    
    
    
    
    
    
    703Restatement  SEC investigation
    
    
    252
    
    
    
    250Total operating expenses
    
    
    42,902
    
    
    
    43,611Operating income
    
    
    5,300
    
    
    
    3,882Other income / (expense), net
    
    
    10
    
    
    
    (110
    )Interest income
    
    
    805
    
    
    
    356Interest expense
    
    
    (66
    )
    
    
    (61
    )Loss on sale of assets, net
    
    
    
    
    
    
    (681
    )Income before provision for income taxes
    
    
    6,049
    
    
    
    3,386Provision for income taxes
    
    
    1,996
    
    
    
    919Net income
    
    $
    4,053
    
    
    $
    2,467Net income per share (Note 9):Basic
    
    $
    0.04
    
    
    $
    0.02Basic weighted average shares outstanding
    
    
    101,037,377
    
    
    
    105,662,213Diluted
    
    $
    0.04
    
    
    $
    0.02Diluted weighted average shares outstanding
    
    
    102,888,751
    
    
    
    105,877,094
 
 (1)
    
    Stock-based compensation included in cost of revenue and operating expenses: THREE MONTHS ENDEDApril 30,2006
    
    
    2005Cost of revenue
    
    $
    6
    
    
    $
    Research and development
    
    
    383
    
    
    
    48Selling and marketing
    
    
    769
    
    
    
    181General and administrative
    
    
    623
    
    
    
    8$
    1,781
    
    
    $
    237
  4




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THREE MONTHS ENDEDAPRIL 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    4,053
    
    
    $
    2,467Adjustments to reconcile net income to net cash provided by operating activities -Stock-based compensation
    
    
    1,781
    
    
    
    237Depreciation and amortization
    
    
    1,484
    
    
    
    1,226Amortization of intangible assets
    
    
    2,148
    
    
    
    2,246Recovery of bad debts
    
    
    (303
    )
    
    
    (226
    )Loss on disposition
    
    
    
    
    
    
    681Provision for income tax  non-cash
    
    
    1,754
    
    
    
    785Changes in current assets and liabilities:Accounts receivable, net
    
    
    38,546
    
    
    
    38,835Prepaid expenses and other current assets
    
    
    2,625
    
    
    
    286Accounts payable
    
    
    (1,541
    )
    
    
    760Accrued expenses, including long-term
    
    
    (12,949
    )
    
    
    (16,192
    )Deferred revenue
    
    
    (19,507
    )
    
    
    (17,861
    )Net cash provided by operating activities
    
    
    18,091
    
    
    
    13,244Cash flows from investing activities:Purchases of property and equipment
    
    
    (1,270
    )
    
    
    (979
    )Capitalized software development costs
    
    
    
    
    
    
    (1,247
    )Purchases of investments
    
    
    (24,509
    )
    
    
    (3,748
    )Maturity of investments
    
    
    8,370
    
    
    
    10,225Release of restricted cash, net
    
    
    132
    
    
    
    Net cash (used in) / provided by investing activities
    
    
    (17,277
    )
    
    
    4,251Cash flows from financing activities:Exercise of stock options
    
    
    605
    
    
    
    242Proceeds from employee stock purchase plan
    
    
    1,703
    
    
    
    1,336Payments to acquire treasury stock
    
    
    
    
    
    
    (6,163
    )Net cash provided by / (used in) financing activities
    
    
    2,308
    
    
    
    (4,585
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    406
    
    
    
    (118
    )Net increase in cash and cash equivalents
    
    
    3,528
    
    
    
    12,792Cash and cash equivalents, beginning of period
    
    
    51,937
    
    
    
    34,906Cash and cash equivalents, end of period
    
    $
    55,465
    
    
    $
    47,698
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THREE MONTHSENDED APRIL 30,2005Net income As reported
    
    $
    2,467Add: Stock-based compensation expense recognized under Opinion 25
    
    
    237Less: Total stock-based compensation expense determined under
fair value based method for all awards
    
    
    (4,809
    )Pro forma net loss
    
    $
    (2,105
    )Basic and diluted net income (loss) per share As reported
    
    $
    0.02Pro forma net loss
    
    $
    (0.02
    )
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THREE MONTHS ENDEDAPRIL 30,2006
    
    2005Risk-free interest rates
    
    
    5.03
    %
    
    
    3.97% - 4.33
    %Expected dividend yield
    
    
    
    
    
    
    Volatility factor
    
    
    60
    %
    
    
    76
    %Expected lives
    
    4 years
    
    
    7 yearsWeighted average fair value of options granted
    
    $
    2.53
    
    
    
    $ 2.72Weighted average remaining contractual life of options outstanding
    
    5.74 years
    
    
    6.58 years
    WeightedAverage
    
    AggregateWeighted
    
    Remaining
    
    IntrinsicAverage
    
    Contractual
    
    ValueShare Options
    
    Shares
    
    Exercise Price
    
    Term (Years)
    
    (in thousands)Outstanding, January 31, 2006
    
    
    16,239,090
    
    
    $
    7.73
    
    
    
    5.99Granted
    
    
    25,000
    
    
    
    5.00Exercised
    
    
    (170,085
    )
    
    
    3.56Cancelled
    
    
    (130,337
    )
    
    
    12.28Outstanding, April 30, 2006
    
    
    15,963,668
    
    
    $
    7.73
    
    
    
    5.74
    
    
    $
    12,981Exercisable, April 30, 2006
    
    
    15,317,502
    
    
    $
    7.87
    
    
    
    5.69
    
    
    $
    12,193
    9




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EMPLOYEESEVERANCE AND
    
    
    CLOSEDOWN OFRELATED COSTS
    
    
    FACILITIES
    
    
    OTHER
    
    
    TOTALMerger and exit accrual January 31, 2006
    
    $
    1,186
    
    
    $
    3,457
    
    
    $
    169
    
    
    $
    4,812Payments made during the three months ended April 30, 2006
    
    
    (396
    )
    
    
    (172
    )
    
    
    (11
    )
    
    
    (579
    )Merger and exit accrual April 30, 2006
    
    $
    790
    
    
    $
    3,285
    
    
    $
    158
    
    
    $
    4,233
  Year ended January 31,2007 (remaining 9 months)
    
    $
    2,6312008
    
    
    5512009
    
    
    4932010
    
    
    518Thereafter
    
    
    40Total
    
    $
    4,233
   FACILITY LEASEOBLIGATIONSTotal restructuring accrual as of January 31, 2006
    
    $
    1,987Payments made during the three months ended April 30, 2006
    
    
    (70
    )Total restructuring accrual as of April 30, 2006
    
    $
    1,917
   APRIL 30, 2006
    
    
    JANUARY 31, 2006GROSS
    
    
    
    
    
    
    NET
    
    
    GROSS
    
    
    
    
    
    
    NETCARRYING
    
    
    ACCUMULATED
    
    
    CARRYING
    
    
    CARRYING
    
    
    ACCUMULATED
    
    
    CARRYINGAMOUNT
    
    
    AMORTIZATION
    
    
    AMOUNT
    
    
    AMOUNT
    
    
    AMORTIZATION
    
    
    AMOUNTInternally developed
software/courseware
    
    $
    28,257
    
    
    $
    25,146
    
    
    $
    3,111
    
    
    $
    28,257
    
    
    $
    23,414
    
    
    $
    4,843Customer contracts
    
    
    13,018
    
    
    
    10,466
    
    
    
    2,552
    
    
    
    13,018
    
    
    
    10,055
    
    
    
    2,963Trademarks and trade names
    
    
    905
    
    
    
    5
    
    
    
    900
    
    
    
    905
    
    
    
    
    
    
    
    90542,180
    
    
    
    35,617
    
    
    
    6,563
    
    
    
    42,180
    
    
    
    33,469
    
    
    
    8,711Goodwill
    
    
    92,058
    
    
    
    
    
    
    
    92,058
    
    
    
    93,929
    
    
    
    
    
    
    
    93,929$
    134,238
    
    
    $
    35,617
    
    
    $
    98,621
    
    
    $
    136,109
    
    
    $
    33,469
    
    
    $
    102,640
  TotalGross carrying amount of goodwill, January 31, 2006
    
    $
    93,929Utilization of tax benefit
    
    
    (1,754
    )Other
    
    
    (117
    )Gross carrying amount of goodwill, April 30, 2006
    
    $
    92,058
  AmortizationFiscal Year
    
    Expense2007
    
    $
    4,0262008
    
    
    1,6252009
    
    
    12Total
    
    $
    5,663
 10




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THREE MONTHS ENDEDAPRIL 30,2006
    
    
    2005Comprehensive income:Net income
    
    $
    4,053
    
    
    $
    2,467Other comprehensive income/(loss) -Foreign currency adjustment
    
    
    (298
    )
    
    
    (12
    )Unrealized holding losses
    
    
    76
    
    
    
    (28
    )Comprehensive income
    
    $
    3,831
    
    
    $
    2,427
  THREE MONTHS
    
    
    YEAR ENDEDENDED APRIL 30,
    
    
    JANUARY 31,2006
    
    
    2006Unrealized holding gains/(losses)
    
    $
    61
    
    
    $
    (15
    )Foreign currency adjustment
    
    
    (1,033
    )
    
    
    (735
    )Total accumulated other comprehensive loss
    
    $
    (972
    )
    
    $
    (750
    )
   THREE MONTHS ENDEDAPRIL 30,2006
    
    2005Basic weighted average shares outstanding
    
    
    101,037,377
    
    
    
    105,662,213Effect of dilutive shares outstanding
    
    
    1,851,374
    
    
    
    214,881Weighted average common shares outstanding, as adjusted
    
    
    102,888,751
    
    
    
    105,877,094
  THREE MONTHS ENDEDAPRIL 30,2006
    
    2005Options excluded
    
    
    14,112,294
    
    
    
    17,431,937
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Quarter Ended April 30, 2006Multi-Modal
    
    Retail Certification
    
    Combined(In thousands)Revenue
    
    $
    52,922
    
    
    $
    1,731
    
    
    $
    54,653Net income
    
    $
    3,980
    
    
    $
    73
    
    
    $
    4,053
 Quarter Ended April 30, 2005Multi-Modal
    
    Retail Certification
    
    Combined(In thousands)Revenue
    
    $
    48,050
    
    
    $
    5,277
    
    
    $
    53,327Net income/(loss)
    
    $
    3,702
    
    
    $
    (1,235
    )
    
    $
    2,467
  THREE MONTHS ENDEDAPRIL 30,2006
    
    
    2005Revenue:United States
    
    $
    42,864
    
    
    $
    41,971United Kingdom
    
    
    6,061
    
    
    
    5,587Canada
    
    
    2,361
    
    
    
    2,172Europe, excluding UK
    
    
    523
    
    
    
    1,339Australia/New Zealand
    
    
    2,238
    
    
    
    1,871Other
    
    
    606
    
    
    
    387Total revenue
    
    $
    54,653
    
    
    $
    53,327
    APRIL 30, 2006
    
    
    JANUARY 31, 2006Accrued compensation and benefits
    
    $
    7,750
    
    
    $
    15,984Course development fees
    
    
    1,523
    
    
    
    1,170Professional fees
    
    
    3,020
    
    
    
    2,989Accrued payables
    
    
    1,050
    
    
    
    1,254Accrued miscellaneous taxes
    
    
    281
    
    
    
    395Accrued merger related costs*
    
    
    2,509
    
    
    
    2,977Sales tax payable/VAT payable
    
    
    2,813
    
    
    
    4,193Accrued royalties
    
    
    3,363
    
    
    
    3,129Accrued litigation settlements
    
    
    15,250
    
    
    
    17,040Accrued restructuring
    
    
    809
    
    
    
    810Other accrued liabilities
    
    
    3,113
    
    
    
    3,854Total accrued expenses
    
    $
    41,481
    
    
    $
    53,795
 
 *
    
    Includes $1,188 and $1,584 of accrued payroll income taxes in April 30, 2006 and January 31,
2006, respectively. 13




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un-advanced
     
     14




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DOLLAR
    
    
    QUARTER ENDED APRIL 30,INCREASE/(DECREASE)
    
    
    PERCENT CHANGE2005/2006
    
    
    INCREASE/(DECREASE)
    
    
    PERCENTAGE OF REVENUE(IN THOUSANDS)
    
    
    2005/2006
    
    
    2006
    
    
    2005Revenue
    
    $
    1,326
    
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    617
    
    
    
    11
    %
    
    
    12
    %
    
    
    11
    %Gross margin
    
    
    709
    
    
    
    2
    %
    
    
    88
    %
    
    
    89
    %Operating expenses:Research and development
    
    
    48
    
    
    
    1
    %
    
    
    18
    %
    
    
    19
    %Selling and marketing
    
    
    (954
    )
    
    
    (4
    %)
    
    
    43
    %
    
    
    45
    %General and administrative
    
    
    996
    
    
    
    16
    %
    
    
    13
    %
    
    
    12
    %Amortization of intangible assets
    
    
    (98
    )
    
    
    (4
    %)
    
    
    4
    %
    
    
    4
    %Restructuring
    
    
    (703
    )
    
    
    100
    %
    
    
    
    
    
    
    1
    %Restatement  SEC investigation
    
    
    2
    
    
    
    1
    %
    
    
    1
    %
    
    
    1
    %Total operating expenses
    
    
    (709
    )
    
    
    (2
    %)
    
    
    79
    %
    
    
    82
    %Operating income
    
    
    1,418
    
    
    
    37
    %
    
    
    10
    %
    
    
    7
    %
 17




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DOLLAR
    
    
    QUARTER ENDED APRIL 30,INCREASE/(DECREASE)
    
    
    PERCENT CHANGE2005/2006
    
    
    INCREASE/(DECREASE)
    
    
    PERCENTAGE OF REVENUE(IN THOUSANDS)
    
    
    2005/2006
    
    
    2006
    
    
    2005Other income/(expense), net
    
    
    120
    
    
    
    *
    
    
    
    
    
    
    
    Interest income
    
    
    449
    
    
    
    126
    %
    
    
    2
    %
    
    
    1
    %Interest expense
    
    
    (5
    )
    
    
    8
    %
    
    
    
    
    
    
    Loss on sale of assets, net
    
    
    681
    
    
    
    *
    
    
    
    
    
    
    
    (1
    %)Income before provision for income taxes
    
    
    2,663
    
    
    
    79
    %
    
    
    11
    %
    
    
    6
    %Provision for income taxes
    
    
    1,077
    
    
    
    117
    %
    
    
    4
    %
    
    
    2
    %Net income
    
    $
    1,586
    
    
    
    64
    %
    
    
    7
    %
    
    
    5
    %
 
 *
    
    Not meaningful
    
    Does not add due to rounding  QUARTERS ENDED APRIL 30,(IN THOUSANDS)
    
    2006
    
    
    2005
    
    
    CHANGERevenue:Multi-Modal Learning
    
    $
    52,922
    
    
    $
    48,050
    
    
    $
    4,872Retail Certification
    
    
    1,731
    
    
    
    5,277
    
    
    
    (3,546
    )Total
    
    $
    54,653
    
    
    $
    53,327
    
    
    $
    1,326
  QUARTERS ENDED APRIL 30,(IN THOUSANDS)
    
    2006
    
    
    2005
    
    
    CHANGERevenue:United States
    
    $
    42,864
    
    
    $
    41,971
    
    
    $
    893International
    
    
    11,789
    
    
    
    11,356
    
    
    
    433Total
    
    $
    54,653
    
    
    $
    53,327
    
    
    $
    1,326
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Payments Due by PeriodLess Than
    
    
    1-3
    
    
    3-5
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsOperating Lease Obligations
    
    $
    29,677
    
    
    $
    5,142
    
    
    $
    8,290
    
    
    $
    3,144
    
    
    $
    13,101
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
    
    the size and timing of new/renewal agreements and upgrades;
    
    royalty rates;
    
    the announcement, introduction and acceptance of new products, product enhancements and technologies by us and our
competitors;
    
    the mix of sales between our field sales force, our other direct sales channels and our telesales channels;
    
    general conditions in the U.S. or the international economy;
    
    the loss of significant customers;
    
    delays in availability of new products;
    
    product or service quality problems;
    
    seasonality  due to the budget and purchasing cycles of our customers, we expect our revenue and operating results will
generally be strongest in the second half of our fiscal year and weakest in the first half of our fiscal year;
    
    the spending patterns of our customers;
    
    litigation costs and expenses, including the costs related to the restatement of the SmartForce financial statements;
    
    non-recurring charges related to acquisitions;
    
    growing competition that may result in price reductions; and
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
    
    currency fluctuations.
       
    
    third-party suppliers of instructor-led information technology, business, management and professional skills education and
training;
    
    technology companies that offer e-learning courses covering their own technology products;
    
    suppliers of computer-based training and e-learning solutions;
    
    internal education, training departments and HR outsourcers of potential customers; and
    
    value-added resellers and network integrators.
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
    
    difficulties in integrating the technologies, operations, financial controls and personnel of the acquired company;
    
    difficulties in transitioning customers of the acquired company;
    
    diversion of management time and focus;
    
    the incurrence of unanticipated expenses associated with the acquisition or the assumption of unknown liabilities or
unanticipated problems of the acquired company; and
    
    accounting charges related to the acquisition, including restructuring charges, write-offs of in-process research and
development costs, and subsequent impairment charges relating to goodwill or other intangible assets acquired in the
transaction.
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
    
    difficulties or delays in developing and supporting non-English language versions of our products and services;
    
    political and economic conditions in various jurisdictions;
    
    difficulties in staffing and managing foreign subsidiary operations;
    
    longer sales cycles and account receivable payment cycles;
    
    multiple, conflicting and changing governmental laws and regulations;
    
    foreign currency exchange rate fluctuations;
    
    protectionist laws and business practices that may favor local competitors;
    
    difficulties in finding and managing local resellers;
    
    potential adverse tax consequences; and
    
    the absence or significant lack of legal protection for intellectual property rights.
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
    
    our need to educate potential customers about the benefits of our products;
    
    competitive evaluations by customers;
    
    the customers internal budgeting and approval processes;
    
    the fact that many customers view training products as discretionary spending, rather than purchases essential to their
business; and
    
    the fact that we target large companies, which often take longer to make purchasing decisions due to the size and
complexity of the enterprise.
    
   
   
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Votes FOR
    
    AGAINST
    
    ABSTAINOrdinary Shareholders
    
    3
    
    0
    
    0ADS Holders
    
    106,478,661
    
    845,887
    
    88,077
  Votes FOR
    
    AGAINST
    
    ABSTAINOrdinary Shareholders
    
    3
    
    0
    
    0ADS Holders
    
    107,245,6775
    
    92,745
    
    74,205
  
 Votes FOR
    
    AGAINST
    
    ABSTAINOrdinary Shareholders
    
    3
    
    0
    
    0ADS Holders
    
    86,737,448
    
    20,582,032
    
    93,145
 
   
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SKILLSOFT PUBLIC LIMITED COMPANYDate: June 9, 2006
    By:
    /s/ Thomas J. McDonaldThomas J. McDonaldChief Financial Officer 32




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10.1
    
    Summary of Fiscal 2007 Executive Incentive Compensation Program (Incorporated by reference to
Exhibit 99.1 to SkillSoft PLCs Current Report on Form 8-K as filed with the Securities and
Exchange Commission on April 28, 2006 (File No. 000-25674)).31.1
    
    Certification of SkillSoft PLCs Chief Executive Officer pursuant to Rule 13a-14(a)/Rule
15(d)-14(a) under the Securities Exchange Act of 1934.31.2
    
    Certification of SkillSoft PLCs Chief Financial Officer pursuant to Rule 13a-14(a)/Rule
15(d)-14(a) under the Securities Exchange Act of 1934.32.1
    
    Certification of SkillSoft PLCs Chief Executive Officer pursuant to Rule 13a-14(b)/Rule
15d-14(b) under the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    Certification of SkillSoft PLCs Chief Financial Officer pursuant to Rule 13a-14(b)/Rule
15d-14(b) under the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 33