SKIL - NYSE

Greetings, and welcome to the Skillsoft Fourth Quarter 2023 Financial Results Conference Call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the conference over to our host, Chad Lyne, Head of Investor Relations at Skillsoft. Thank you. You may begin.

Thank you, operator. Good afternoon, and thank you for joining us today for Skillsoft earnings call to discuss our fourth quarter and full year financial results for the fiscal year ended January 31, 2023. By way of quick introduction for those I have not had the pleasure of speaking with already, my name is Chad Lyne, SVP of Strategic Finance and Skillsoft's Head of Investor Relations. Participating on today's call are Jeff Tarr, Skillsoft Chief Executive Officer; and Rich Walker, Skillsoft Chief Financial Officer. Today, after market close, Skillsoft issued a press release announcing its financial results. As a reminder, today's earnings release is available on Skillsoft's Investor Relations website. Before I hand the call over to Jeff, I want to remind you that today's call will contain forward-looking statements about the company's business outlook and expectations, including statements concerning financial and business trends, our expected future business and financial performance, financial condition and outlook. These forward-looking statements and all statements that are not historical facts reflect management's current beliefs and expectations as of today and therefore are subject to risks and uncertainties that could cause actual results to differ materially from expectations. For a discussion of the material risks and other important factors that could affect our actual results, please refer to the risks described in the safe harbor discussion found in the company's SEC filings. During the call, we will also discuss certain non-GAAP financial measures, which are not prepared in accordance with generally accepted accounting principles. GAAP requires accounting periods before and after the merger and leaseback on June 11, 2021, to be separated into predecessor and successor periods to reflect the change in ownership and lack of comparability between periods due to different ownership and investment basis. In addition, global knowledge activity is only reflected in the GAAP financial statements after June 11, 2021. References on this call to pro forma results refer to our results that have been prepared and presented to reflect historical periods as of Skillsoft, Global Knowledge and Codecademy had merged on February 1, 2021. Unless otherwise noted, all comparisons on this call to prior year results are being made on a pro forma constant currency basis, which represents pro forma fiscal 2023 local currency amounts translated at prior year foreign exchange rates for the respective period. A reconciliation of the non-GAAP financial measures included in today's commentary to the most directly comparable GAAP financial measures as well as how we define these metrics and other metrics is included in our earnings press release, which has been furnished to the SEC and is also available on our website at www.skillsoft.com. After our prepared remarks, Jeff Tarr and Rich Walker will be available to take questions. With that, it's my pleasure to turn the call over to Jeff.

Thanks, Chad. Good afternoon, and thank you all for joining us. On today's call, I plan to cover 2 key areas. First, I'll provide some commentary on our full year business and financial highlights, which are trending well. And then second, I will share some perspective on what we're seeing in the marketplace and our strategic priorities for creating shareholder value. I'll then turn the call over to Rich to cover our financial results in detail, including a discussion of our fiscal 2024 financial outlook. I'm proud of how our team quickly adapted and responded to a dynamic macro environment as we work to grow our Skillsoft Content segment and stabilize our transactional ILT business. We ended fiscal 2023 with solid execution, improved operating results and stronger financial performance. I'm pleased that we delivered in line with the expectations and commitments we shared with you on our last call, and we exited the year with measurable progress throughout the business. Full year bookings were $607 million. GAAP revenue was $555 million. Pro forma revenue was $563 million, and adjusted EBITDA from continuing operations was $107 million, representing a margin of 19% of GAAP revenue. I'm especially proud that we're one of the most profitable businesses in our sector. Reflecting on our first full year as a newly public company with a new executive leadership team, fiscal 2023 was clearly a foundational and transformative year for Skillsoft. Early in the year, we acquired Codecademy to establish a leading position in technical skills training and divested some total to focus our portfolio on the higher-growth enterprise learning market, better positioning our business for the future. One year after completing the Codecademy acquisition, our underlying thesis has not changed. The acquisition has helped us establish a leadership position in tech and dev skilling, and we believe we are taking share in the sector. We are still early days in fully realizing the expected value of the acquisition as we've taken a methodical approach in order to preserve what has made Codecademy an industry leader. I'm encouraged that we exited the year with good momentum at Codecademy, growing bookings 16% for the full year and 19% in Q4. During the quarter, we had a number of notable large enterprise wins with Codecademy, including one of the world's largest pharmaceutical companies, a leading electronics and defense contractor, a Fortune 50 specialty retailer and a Fortune 50 health care and pharmaceutical company, joining wins from earlier in the year at a global technology leader in hybrid cloud and artificial intelligence and with other market leaders in the technology, retail and services sectors. We have a healthy pipeline of opportunity and are excited about the potential for the business to be a larger contributor to growth in the coming year. Turning to our Skillsoft Content segment, which is primarily subscription in nature and includes the Codecademy results I just shared. Full year bookings grew 5%, up from the 4% we reported last year and against the backdrop of a vastly tougher macro environment. The growth here was broad-based across our leadership in business, tech and dev and compliance portfolio. We also had particularly good traction in our coaching business, where full year bookings more than doubled, driven by strong underlying market demand for coaching and soft skills development as well as our ongoing efforts to cross-sell this highly competitive offering into our enterprise customer base. Across the Skillsoft segment, we're seeing demonstrable proof points that our strategic focus and growth investments are fostering higher customer satisfaction and improved retention rates. Our dollar retention rate or DRR was approximately 100% for fiscal 2023, up from approximately 97% in the prior fiscal year. And we believe we will continue to improve this important metric and growth driver going forward. Consistent with what we shared on our last 2 calls, our consolidated results continue to be tempered by our Global Knowledge and structure-led training or ILT business. ILT bookings were down 16% for fiscal 2023 and were down 13% in Q4, but up sequentially. As a reminder, this year-over-year decline can be attributed primarily to reductions in customer subsidies from the business' 2 largest technology partners. In order to strengthen the ILT business, we took a number of important steps, including the appointment of a new dedicated general manager with deep and relevant domain expertise and a realignment of critical resources, which together have brought improved focus, visibility and stability to the business. Based on our discussions with customers, prospects and partners, we continue to have conviction that instructor-led training is a valuable learning modality and a source of differentiation as part of our industry-leading blended offering. In that context, we continue to integrate ILT into our subscription offerings and large account sales, while seeking to maintain the relative stability we brought to the business in the second half of last year. Let me now spend some time covering other highlights from the year. Our enterprise learning solutions enabled our customers to transform their workforces, helping to prepare organizations for the future of work and unlock the potential in their people. I joined Skillsoft as CEO because of my belief that we could deliver on this ambition by building a market leader with one of the industry's most differentiated and innovative suite of assets and capabilities. Over the past year, through both M&A and organic investment, we have made important strides to unlock this potential. You will recall that we focused our efforts in fiscal 2023 across 3 key investment areas: content, platform and go-to-market, and we applied this focus consistently through the lens of delivering on our customers' needs and our purpose to propel people and organizations to grow together through transformative learning experiences. On the content side, we now have more than 500,000 expert-led skills building courses and modalities, including micro videos, hands-on learning, coaching and mentoring and instructor-led training in live food camps. This robust collection of capability and content is continually refreshed, enhanced and deepened, ensuring that our more than 85 million learners have access to relevant localized, effective and engaging content that delivers measurable outcomes for learners and their employers alike. We believe our content portfolio and our position as a producer of award-winning original content rather than simply a content aggregator allows us to approach the market in a differentiated manner that sets us apart in the eyes of customers. Our robust content libraries developed with a science and evidence-based pedagogy, embedded in nearly 1,200 skills-based learning paths and interlaced with more than 25,000 skills assessments to facilitate an immersive and optimized end-to-end learning journey. In the fourth quarter, we continued to invest in further growing our content portfolio and enhancing its competitive advantage. We launched new business skills courses, featuring Skillsoft coaches to extend our blended learning offerings, added to our career journeys with the release of cloud and Agile, refreshed certification assets in key areas like Cloud and DevOps, added new titles across technology and business topics, launched Aspire learning journeys for DEI leaders and released a new and engaging Global Code of Conduct program in more than 30 languages. We also recently announced a number of enhancements to the Codecademy product suite. We launched Codecademy Plus, a new subscription product focused on upskilling and continuous career development, and we upgraded features for Codecademy Pro, our product that helps learners gain the necessary skills for entry-level technology careers, including online exams with real-time coding exercises, professional certifications and career advice. Our content is accessible through Skillsoft Percipio, our industry-leading AI-driven platform that is both customer-centric and learner focused. Our data shows high user engagement and a robust learner experience are central to customer satisfaction, renewal and growth. We believe our R&D investments and progress advancing our portfolio and its underlying technology are key enablers to improve retention and growth rates. On the learner experience front, we launched a new Skillsoft Percipio homepage to provide a more contextualized and guided experience. Our customers are promoting and encouraging their employees to utilize our platform for continuous learning upskilling and reskilling. While an upgraded learner experience is driving more content consumption with a 37% increase in learning hours on the platform. Learners also want to be able to showcase their achievements and the new skills they've earned through Skillsoft, whether for technical skills such as OWASP, cloud security fundamentals and API security, or for leadership and development skills around communication, trust building and D&I in the workplace. In the past year, learners have earned nearly 16 million Skillsoft badges, a 25% increase from prior year. In response to customer demand, we recently enhanced our badge to allow employers to customize and configure badges that are specific and unique to their employer and share them via social media channels, which allows our customers to benefit from a more incentivized, recognized and appreciated workforce, while building and promoting their employer brand. Localization and the ability to serve learners in their native language has also been a key focus of ours as we serve customers in more than 150 countries worldwide. We recently enhanced our capability here by automating closed caption translation into an additional 23 languages, strengthening our language offering to be one of the most comprehensive in the market. In March of last year, Skillsoft Percipio became the first e-learning platform to receive FedRAMP authorization, underscoring the security of the platform and positioning us to deploy it to serve the learning needs of U.S. federal government agencies. More recently, we achieved FedRAMP authorization for our coaching offering integrated within Skillsoft Percipio, allowing federal agencies to now address critical skills gap and challenges through digital coaching engagements with our expert ICF accredited coaches. Another area of focus is Generative AI. Importantly, this focus is by no means new to us. Across both content and platform, AI is part of our DNA, and we have many Generative AI and ChatGPT initiatives underway that we look forward to sharing with you in the coming months. Given it is a topic of interest and front and center for everyone, I want to share some context about how we're leveraging AI across our business to facilitate transformative learning experiences and compelling outcomes. And one example on the content side, we utilized a GPT-3 model to analyze the transcripts and generate brief and accurate descriptions for more than 40,000 videos in our library, thereby improving the searchability of this content and increasing the relevance of search results. As you can imagine, without AI, this would be a time and labor-intensive undertaking. By leveraging GPT-3, we were able to do this in effect with the push of a button. From a learner perspective, we have long had a large foundation of AI content in our library, including areas such as deep learning, machine learning and natural language processing. More recently, we've begun to add courses in Generative AI and GPT with much more to come. We effectively see this as a new 5th pillar in our tech and dev learning business, alongside cloud, cyber, programming and data science, and a potentially important source of growth in the future. On the platform side, we are proud to be at the forefront of providing AI-driven transformative learning experiences through Skillsoft Percipio. In the past month, we were recognized for these efforts by Business Intelligence Group's Annual 2023 Artificial Intelligence Excellence Awards, which recognizes organizations products and people to bring AI to life and apply it to solve real-world problems. Our platform uses collaborative filtering and feed forward AI models to personalize learning for each user based on their profile, search behavior, learning activity, skills assessment and role. It also leverages AI to improve search relevance and content discovery using AI models such as Google's BERT, Meta's DistilRoBERTa and GPT-3. We have much in our product line that utilizes this important technology for the benefit of customers, learners and ultimately, our shareholders. And since Skillsoft owns both our content and our industry-leading AI-driven platform, we believe we are uniquely well positioned to be a leader in this area. The investments in our content and platform are foundational to our innovation, growth and market leadership agenda. In addition to creating a more differentiated product portfolio and learning suite, these investments are also driving higher learner and customer satisfaction, which are translating into stronger DRR performance. We remain committed to continuing to enhance our portfolio and profile in the market and strengthening our position as an innovative forward-thinking enterprise learning leader that helps customers transform their workforce. In this regard, industry analysts are recognizing Skillsoft as one of the most important and effective corporate learning providers. At a time when addressing talent and skills gaps were among the highest priorities for the C-suite. Research in the past few months from analysts at Constellation Research, Fosway Group, Aragon Research and IDC Research are providing meaningful third-party validation that Skillsoft's immersive end-to-end learning solutions lead in providing critical skills development. All of these analysts have recognized us as a leader in the space. We particularly shine with large enterprise customers who use skill building as a strategic imperative. This is where our extensive content offering designed for the way people learn online, our broad portfolio of modalities, including coaching, mentoring and hands-on learning, our AI-driven platform and value-added professional services capabilities set us apart from other providers and positions us to win a greater share of the market. Our strength in this area, powered by our organic and inorganic investments over the last 18 months has enabled us to win important new accounts, including a multimillion dollar deal with a global fintech market leader, a 3-year deal with one of Europe's largest telecommunications and technology providers and another 3-year deal with one of the world's largest IT infrastructure and technology integration services companies. The latter 2 of which were competitive win backs. Throughout the course of fiscal 2022 and 2023, we executed a multiyear go-to-market transformation, including recruiting proven executives into sales leadership roles, realigning coverage models and territories, restructuring compensation plans and adding a deeper bench of sales enablement and customer success resources. Although we anticipated these changes could be disruptive in the near term, we undertook this transformation with conviction that once completed, it would support a consultative portfolio-based enterprise selling motion that we believe would accelerate our growth in the longer term. With this foundational work largely behind us, we are now focused on continuing to enable our go-to-market team to better engage in an increasingly consultative sales process. The last topic I want to touch on is the broader market backdrop and our priorities for the year ahead. We are certainly mindful that industry commentary and outlooks have grown more cautious as of late. We exited fiscal 2023 with healthy demand gen activity and a pipeline that has grown nicely year-over-year. Sitting here now 2 months into the new fiscal year, we feel good about the momentum in our business and the year ahead. Thematically, the original strategy we laid out for investors at the time of our IPO remains true and relevant to build a leader in enterprise learning through strength in platform, content and go-to-market. Our strategic priorities are an extension of this strategy to lead an enterprise workforce transformation, win in tech and dev, strengthen our operational foundation and build a culture of leadership and learning. From an investor lens, I believe our investment thesis continues to be highly compelling, underpinned by a large and growing market with structural tailwinds, an enterprise customer base with room for more growth and penetration, a valuable collection of assets and best-of-breed capabilities across content platform and various modalities and a scalable capital-light SaaS-based recurring revenue business model that we believe leads the market and profitability. Our entire team is committed to execution on the things that are within our control, and we remain devoted to delivering profitable growth and creating shareholder value. With that, I'll now turn the call over to Rich to cover our financial results, and then I'll be back with some brief closing comments.

Thanks, Jeff, and welcome, everyone. Before I jump in, allow me to share some brief observations from my first quarter in the CFO seat. First is that I'm very impressed with the quality and caliber of the finance and accounting team, many of whom are fairly new to Skillsoft as we proactively up-leveled roles and sought to attract more seasoned and experienced leaders. Second is that I'm proud of how the entire Skillsoft organization has embraced cost-conscious mindset and an ROI-centric philosophy. Fiscal 2023 presented a range of challenges from executing on transformational M&A to navigating a dynamic macro environment with high inflation, rising interest rates, slower economic growth and foreign exchange rate volatility. Across the company, our team members rose to the occasion and made balanced and, at times, difficult decisions to invest for growth while prudently managing our expense base. Turning now to our financial results. As Chad mentioned in his opening remarks, unless otherwise noted, the financial results I cover will be presented and discussed on a pro forma basis as if Skillsoft, Global Knowledge and Codecademy had merged on February 1, 2021. Additionally, due to the sum total divestiture, the pro forma comparisons exclude some total for all periods. Finally, unless otherwise noted, pro forma growth comparisons to prior periods will be discussed on a constant currency basis. Given the impact of FX volatility, during the year, we believe this represents a more appropriate comparison between periods of our underlying operating and financial performance. Let's first turn to bookings. Total bookings were $607 million for the full year, down approximately 3% year-over-year. We had solid results in our Skillsoft Content segment. with bookings of $409 million for the full year, up 5% year-over-year. Content bookings growth was balanced across our leadership in business, tech and dev and compliance lines of business with particularly strong performance from our coaching offering, which more than doubled bookings during the year and Codecademy, where bookings grew 16% for the full year. Key contributors to bookings growth during the year were stronger renewals execution, improve cross-selling and upselling performance, growth in net new business and lower churn and downgrades. Roughly 1/3 of our bookings during the year were in our ILT segment, which weighed on our consolidated results. ILT bookings were $199 million for the full year, down 16% year-over-year. As Jeff discussed, we moved swiftly to address the challenges the ILT business faced in the first and second quarter and are pleased with the improved focus, visibility and greater stability we're now seeing in the business. Moving now to revenue. GAAP revenue as reported was $140 million in the fourth quarter and $555 million for the full year. Pro forma revenue was $140 million in the fourth quarter, down 2% year-over-year. For the full year, pro forma revenue was $563 million, down 1% year-over-year. In our Content segment, pro forma revenue of $98 million in the fourth quarter was up 3% year-over-year, while the full year pro forma revenue of $392 million was up 5% year-over-year. ILT segment pro forma revenue of $42 million in Q4 and $171 million for the full year was down 10% and 11%, respectively, primarily driven by the decline in ILT bookings in the first half of the year related to the reduction in partner subsidies, which we've discussed on previous calls. Shifting to profitability. As I mentioned in my opening comments, we executed with a high level of expense discipline in the face of a macro environment that proved to be dynamic and unpredictable. The rigor and focus we applied to our cost base allowed us to maintain what we believe is the highest level of profitability in our industry. Adjusted EBITDA from continuing operations was $22 million in the fourth quarter and $107 million for the full year. Including the impact of Codecademy prior to our ownership, fourth quarter pro forma adjusted EBITDA was $22 million or approximately 16% of pro forma revenue, up approximately 170 basis points year-over-year. Full year pro forma adjusted EBITDA was $102 million or approximately 18% of pro forma revenue, down approximately 50 basis points year-over-year. Our GAAP net loss was $53 million in the fourth quarter and $725 million for the full year, which included a $641 million noncash goodwill impairment charge and $43 million of acquisition and restructuring-related costs. Moving to the balance sheet and our capital allocation priorities. We ended the year with $170 million of cash and cash equivalents and net leverage of approximately 4.5x fiscal 2023 pro forma adjusted EBITDA. We continue to believe that repurchasing our shares at recent levels represents an attractive use of capital with an appropriate return profile. In the fourth quarter, we repurchased approximately 1 million shares under our 10b5-1 share repurchase plan. And in totality, we have now repurchased approximately 5 million shares. In summary, we ended the year with demonstrable progress, both operationally and financially. Growth in our Content segment accelerated, and we brought greater stability to our ILT segment in the second half of the year. Our team executed well in what was a transformational year for Skillsoft, to establish what we believe is a foundation for growth that can be both durable and profitable over the longer term. And finally, we feel we have a strong balance sheet and liquidity profile to execute on the market opportunity and strategic priorities that Jeff shared in his remarks. Wrapping up, I will now discuss our fiscal 2024 financial outlook, which was included in our earnings press release today. We believe the global macro environment remains dynamic and uncertain, but we also see plenty areas of opportunity despite the economic headwinds. The primary recurring nature of our SaaS-based content business provides us with a good level of forward visibility with the deferred revenue balance as of January 31, 2023, of $281 million, which was up 8% year-over-year. At the same time, given the concentration of bookings occurring in the fourth quarter, we believe we've taken an appropriately balanced approach with this outlook. Finally, consistent with our usual framework, our outlook is for the full fiscal year across 3 core metrics. To summarize, we expect total bookings of $610 million to $640 million, GAAP revenue of $555 million to $585 million and adjusted EBITDA of $100 million to $105 million. Furthermore, while we are not guiding to a specific range, we do expect the business to generate positive free cash flow for the year as we move past the M&A, transformation and integration and related restructuring charges that were incurred in fiscal 2023. Our teams are head down executing on the year in front of us and position us to further accelerate our financial profile exiting the year. We look forward to sharing our progress with everyone on our next call. With that, let me hand the call back over to Jeff for some closing comments. Jeff?

Thanks, Rich. It's so great to have you on the team. Over the past 18 months, our organization has returned Skillsoft to public markets, acquired 4 companies and sold another. As a result of these strategic moves, combined with organic investment in Content platform and go-to-market, I believe we now enter fiscal '24 even better positioned to meet the skilling and workforce transformation needs of the world's largest and most complex organizations, and in so doing, drive profitable growth and value creation in the quarters and years ahead. Operator, please now open the call for questions.

[Operator Instructions] Our first question comes from Raimo Lenschow with Barclays.

This is Sheldon McMeans on for Raimo. You discussed on the Q3 call that you already closed 60% of the Q4 quarter, can you speak to how linearity trended towards at the end of the quarter? And then separately, could you give us any color on expectations for Global Knowledge this year that's underpinning the fiscal year '24 guidance?

Sure. The business proceeded as planned throughout Q4. We ended with an uptick. We feel good about how we wrapped up Q4 and the way we're entering this year. In terms of Global Knowledge, we don't give product line guidance or segment-specific guidance. But we are driving towards stability in the ILT business, the Global Knowledge segment with a real focus on growing the subscription business throughout the course of the year. Rich, anything to add on that?

I would -- the bookings developed in the quarter as we expected on our third quarter call, we expected full year to be about the midpoint. We did slightly better, so the linearity improved accordingly through the balance of the quarter.

Got it. And then a quick follow-up. If you -- looking at fiscal year '24 adjusted EBITDA guidance, it's relatively flat on a year-over-year basis. Could you please discuss some of the areas of investment in '24 that you're prioritizing? And then on the Codecademy side, any progress that you made on improving the unit economics there as that was, of course, dilutive?

Sure. Let me start, and then I'll pass it to Rich. First of all, our focus is on accelerating bookings growth in our subscription business. And when you accelerate a bookings growth rate in a SaaS subscription business, that's a near-term drag on EBITDA margin because you need to invest before the bookings and then the revenue follows the bookings. And that's exacerbated a bit by the fact that we are a fourth quarter weighted business. Areas that we are investing in, while we continue to invest in the platform, creating a seamless, absorbing and connected learning experience for our learners across all the modalities that we've assembled and all the content areas that we've assembled. So that's a particular area of focus. On the sales side of things, we continue to focus on upskilling our own sales organization to expand our capability, to engage in an increasingly consultative sales force with our customers. Then on the content side, we're obviously always focused on updating our content. One area of particular focus this year is Generative AI. It's a big area of interest. You see quite a few courses on our Percipio service today and across Codecademy, and we're investing more in that area going into the year. Rich, anything more on that? And then I'll pass on to you.

Yes, I just think it's really a year of inflection as you sort through the guidance for next year. We do believe pro forma is the more accurate way. So you have more of an apples-to-apples compare between the 2. So bookings this year on a pro forma basis actually declined 3%. The midpoint of our guide for next year is showing a 3% growth. Pro forma revenue, similarly down 1% this year, inflecting to a growth at the midpoint of about 1%. Similarly, at EBITDA, the pro forma EBITDA at $102 million is flattish at the midpoint in the FY '24 guidance. And I double click on the comment Jeff made that EBITDA growth profile is really a relationship of investing in sales and marketing, in particular, to drive accelerated bookings growth. And we're keenly focused on that relationship between bookings growth and expense and investment.

I guess the one point to add the second part of the question was progress on Code. And yes, we've made substantial progress on Code. We acquired a business that in its -- in the year before we acquired it, was a negative $20 million EBITDA. We set a target of getting to EBITDA breakeven by the end of the second year of ownership, and we're well on track for that. We've made good progress this past year and expect to continue to make progress this year. And we're making that progress because we're driving growth in what is a very high contribution margin line of business.

And our next question comes from Robert Simmons with D.A. Davidson.

I was wondering if you could give us some color on where you saw demand be stronger or weaker in 4Q and also so far in 1Q, so you can get out various ways by geography, industry, learning areas whatnot?

Well, I think what's really noteworthy is that we saw the most growth where we create the most value for both customers and share owners. And that's our subscription business, which is obviously recurring. It is capital light, it has increasingly high retention rates and strong contribution margins. So that is -- that's very encouraging. Within the subscription business and within the Skillsoft Content segment overall, the growth was broad-based across tech and dev, leadership and business skills and compliance. The -- a couple of bright -- really bright spots, our coaching business, which we acquired soon after returning to public markets, really performed well this year and into Q4, so strong growth there and a really strong pipeline going into this year. And Codecademy really picked up, exited the year quite strong. And we believe what's really noteworthy there is the growth in Codecademy is really strong relative not just to our own expectations going into the fourth quarter, but also relative to market.

Got it. All right. And then can you talk about the ramp of your newer sales reps. Where are they in the process? How long do you expect further full capacity or for a full productivity?

Yes. That's an insightful question. You've obviously been following our sales force transformation. And we really target second full year in the job for full productivity. And so as we look at this coming year, we expect to really benefit from the increased productivity from the salespeople who we hired this past year.

Right. So basically should be definitely pretty well ramped by the time you get to the [indiscernible] season of 4Q fiscal '24?

Yes. The people we hired this past year should be fully ramped by the time we enter the important fourth quarter of this year. Now we're on a journey. We're hiring people still as we seek to enhance our consultative sales capabilities. We believe that's what the market demands, and that's where the growth is. And so more of that ahead. So increased productivity from the people that we have that we hired this past year. And as we hire new people this year, expect it will take, again, a full 1 to 2 years for those to ramp. Rich, something to add there. Rich?

Yes, I'd just add a quick comment that the inflection point in the bookings profile implied in our guidance is reflective of those beliefs Jeff just shared.

Got it. Got it. That makes sense. And then could you give us some color on those win backs you referenced, that seems like a good proof point for your offerings?

Yes. What's been exciting to see is we've been winning back quite a few large accounts. What tends to happen is -- what has happened in the past is sometimes we lost some accounts for a variety of reasons. Sometimes it's for price. But ultimately, as customers and prospects focus on really very strategic workforce transformation challenges and reskilling initiatives. I think they find that our solution is the best solution on the market. We are multimodal, we design and customize our solutions to meet the needs of the customer. So for example, if a customer is focused on how to onboard talent faster or how to get people from being -- from new hire to billable faster or how to gear up for a new project. Our product really is unique and has -- is really a better solution for the customer, and we're winning back customers on a regular basis.

And our next question comes from Raj Sharma with B. Riley.

I just wanted to kind of get focus on pricing and ARPU is up or down in your fourth quarter bookings? And then just on the outlook for the bookings going forward, are we to assume that the content piece is growing at about the same rate that it did this year or a higher rate and any color on Content versus ILT in the bookings?

Okay. So there's a lot there. I'll start it, and then I'll pass it to Rich. On pricing, it really is a tale of 2 cities. We see a segment of customers that are really just looking to check the box on learning. And those are -- there is price pressure in that segment. That segment is a slower growing segment. And where we're seeing real opportunity is a segment of customers who have strategic reskilling, upskilling and workforce transformation needs. Those -- that's a segment that we believe is growing faster, and it is a segment where it's less about price pressure and more about opportunity to add value and ROI, and that's where we're winning, and that's where we're seeing uptick. So that would be how we see it, we don't disclose an ARPU. That's not how we manage our business. But in general, you can see growth, and you see that growth both this year and going into next year in our subscription business, that's where we see a pickup on the top line. On the transactional business, that was down this past year. We expect it to be roughly stable this year. Rich?

I think what was encouraging to me is looking at the deferred revenue balance, we grew that from $260 million last year, ended the year with $280 million, an 8% increase year-over-year. That's obviously a good leading indicator of growth and price or revenue that we expect to realize from the activity in the fourth quarter or the second half of the year. The deferred revenue balance is largely concentrated around the Content business, the vast majority of our ILT business generally is booked and consumed shortly thereafter. So a larger portion of the deferred revenue relates to the Content business. And there was on a pro forma basis at the end of this year, the ILT business and given its profile was less represented in that and the Code business did come on to the balance sheet at the end of the year. The combination of those 2 adding about $18 million of deferred revenue, but that growth profile was very exciting. And we don't guide, you specifically asked kind of the bookings, we don't guide on a segment basis, but you can assume that ILT will continue to be a drag on those results particularly given a tougher Q1 and Q2 compare. We really stabilized in the second half, but Q1, Q2 compares are difficult. But it is fair to assume that content bookings growth will be higher than the total bookings growth that we're reporting.

Got it. And then any sort of change in the cadence of bookings versus last year or revenues versus last year, you pretty much expect the same?

Yes. I would say, from a seasonality perspective, we only guide to the annual metrics. Q1 is typically our seasonally weakest quarter from both bookings and revenue standpoint. Conversely, it's typically the strongest from a free cash flow generation. All of the bookings in the second half that then become invoiced and collected and collections are on a good pace in the first quarter. So you saw in fourth quarter last year, almost 40% of our bookings land in that quarter. I'd say roughly evenly distributed 20% land in each of the other 3 quarters. And I think specifically bookings and revenue cadence and the fact sales and marketing is related in driving that growth, you're going to see the EBITDA profile follow that bookings trajectory.

Got it. And then did you release an ARR number for Q4 for the year? We don't see it on the presentation nor...

We did not disclose that. We did disclose...

But pretty darn close to Skillsoft Content segment.

Yes. That's fair comment.

Got it. And then just lastly, just some color on the bookings when you look at industries or areas that are showing layoffs, are you typically or fear of layoffs or impending layoffs, do you see bookings suffer in those areas? Or I mean, how is -- are you seeing anything impact -- any layoff impact on bookings for certain industries versus others?

Well, layoffs are in the headlines, the labor market remains tight and large employers focus on reskilling and upskilling workforce transformation remains acute. So we believe we're selling into a healthy market. If there's any pressure out there or softness that's really in the small and midsized business segment, which is meaningfully less than half of our bookings. And we've actually seen improved performance with our SMB customers. I think that's a case where perhaps our improvements in execution are outrunning softness in the market at that SMB level. But in large enterprise, we're not seeing any let up in demand for what we do.

I want to point out additionally that a great number of our contracts are multiyear contracts, 2- and 3-year contracts extending beyond the current environment. So those factors may be more apparent as we get to a renewal date, but we're not experiencing that headwind to this point.

And we expanded our capability in our product offering to such a great extent that when a customer comes up for renewal after 2 or 3 years, we have so much more to offer them that, again, I believe this is a place where, going forward, we've got enough tools in our toolkit to offset at least what we see in the macro right now. It's reflected in our guidance, and we feel good about the year.

And our next question comes from Ken Wong with Oppenheimer & Co.

I wanted to maybe circle up on DRR. You saw a nice little uptick there. Could you maybe run through some of the underlying dynamics that drove that improvement? And I think you also mentioned that that's a metric that you think can continue to trend up. Was that specific to looking at fiscal '24? Or did you intend for that to be just much longer term?

Well, I think, Ken, we've got a long way to go before our DRR, what I would consider best-in-class. So I see headroom for continued improvement. That's for sure. In terms of what's driving our progress, there's a number of factors. Obviously, we continue to migrate more customers off of the old Skillport platform on to Percipio, that migration is almost complete. We've seen progress in cross-selling product offerings to our customers. Selling to more seats within the enterprise, upselling more complex solutions to our large enterprise accounts. So those are a number of areas where we're seeing progress. I feel good about the progress that we've been making in our customer success motion. And our customer success team is working with both our sales generalists and our sales specialists to grow our current base of business and there's more headroom. I feel very good about that.

Got it. Got it. I appreciate the color there. And then second, just I think at the very end, there was a mention by Rich on just free cash flow positive. How should we think about what that looks like relative to EBITDA? Is it a meaningful kind of lag relative to EBITDA? Or should we assume it get reasonably close to that metric to the extent that you could shed some color there?

Yes, I can give you some context. We're not going to get any more specific than we did on the call, but let me frame it a bit. So in FY '23, we had $21 million of negative operating cash flow and about $15 million of CapEx and internally developed software that we capitalize. So we had negative free cash flow of about $36 million. You can see in the P&Ls that we published, there's probably $31 million of acquisition and recap costs and $12 million of restructuring. Those won't carry forward at these levels in FY '24. We don't anticipate being acquisitive in the next several quarters. So the M&A and the transformational activities that those bring we expect, and you will see those declining. And the profile is -- it's -- as we hit that inflection, you ask a question about longer term, we think the conversion metric could get to and I've said it on prior calls, maybe 30%, 35%, we're progressing on that path. It was a series of events in FY '23 that kept us from being free cash flow positive. And even in light in the current interest rate environment, we'll overcome that and generate positive free cash flow. And that's a very important metric. We believe we're the most profitable in our sector and keenly focused on balancing investment in that profit profile certainly complemented by the cash flow profile.

And ladies and gentlemen, there are no further questions at this time. I'll hand the floor back to management for closing remarks.

Well, thank you very much for joining the call today. We're looking forward to keeping you apprised on our progress, feel good about the year ahead, and we'll talk to you soon.