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Thank you for standing by and welcome to the Skillsoft Corp Fourth Quarter Fiscal 2024 Results Conference Call. At this time, all participants are in a listen-only mode. After the speaker’s present there will be a question-and-answer session. [Operator Instructions]. Please note that today’s call is being recorded. I will now hand the call over to your first speaker, Chad Lyne, Head of Investor Relations. Thank you. Please go ahead.

Thank you, operator. Good afternoon. And thank you for joining us today to discuss our results for the fourth quarter and full fiscal year ended January 31, 2024. Before we jump in, I want to remind you that today's call will contain forward-looking statements about the company's business outlook and expectations, including statements concerning financial and business trends, our expected future business and financial performance, financial condition, and market outlook. These forward-looking statements and all statements that are not historical facts reflect management's current beliefs and expectations as of today and therefore are subject to risks and uncertainties that could cause actual results to differ materially. For a discussion of the material risks and other important factors that could affect our actual results, we refer you to our most recent Form 10-K filing with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements for information which speak as of the respective dates. During the call, unless otherwise noted, all financial metrics we discuss will be non-GAAP financial measures, which are not prepared in accordance with Generally Accepted Accounting Principles. In addition, any year-over-year comparisons to the full-year results for fiscal 2023 are on a pro-forma basis to include Codecademy’s financial results prior to its acquisition on April 4th, 2022. To enhance comparability between the periods, a reconciliation of the pro-forma and 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, 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. In addition to the press release we issued today after market close announcing Skillsoft's financial results, we also issued a press release announcing a leadership transition, as Ron Hovsepian has been named by the Board to the role of Executive Chair and Principal Executive Officer, and Jeff Tarr will retire from his positions as CEO and a member of the Board, each effective as of April 16th, 2024. We will open the call with comments from Jeff and Ron on today's transition announcement. Rich will cover our fiscal 2024 business and financial highlights and our fiscal 2025 financial outlook, and then Ron will conclude our prepared remarks. Ron, Rich, and I will be available for Q&A at the end of the call. With that, it's my pleasure to turn the call over to Jeff.

Thanks, Chad. Good afternoon, everyone. Let me start by saying it's been a privilege to lead Skillsoft since the company returned to public markets nearly three years ago. When I joined Skillsoft, my hope was that we would create a new, more effective way to learn online. And I want to thank our dedicated and capable executive leadership team and every member of our organization for making that vision a reality. There is still, of course, much work to do in order to realize the full potential of the new Skillsoft. And there is no one better to lead the organization forward than Ron Hovsepian in his new role as Executive Chair of the Board and Principal Executive Officer. In addition to being a well-respected and highly accomplished executive, Ron brings a wealth of Skillsoft-specific experience and continuity of leadership to the table, having served as a member of the Board of Skillsoft since 2018. He is one of the most talented leaders I have known and brings deep expertise in operations and go-to-market. Ron and I have worked closely together for more than three years and have partnered to ensure a seamless transition. So as you would expect, today's news has no impact on what Skillsoft does every day to help organizations and their people to grow together through transformative learning experiences. As for me, I'm looking forward to my next chapter. I plan to pursue my passion for coaching CEOs, dedicate more time to board work and personal interests, and find new ways to give back. With that, it's my pleasure to hand the call over to Ron.

Thank you so much, Jeff. It's been a privilege to work with you over the past three years plus. As we started to transform the company into a multimodal, AI-centric market leader, on behalf of the Board and everyone at Skillsoft, we are grateful for your contributions to the company. I'm honored to step into this role and build on the strong foundation that has been established. For those of you who aren't familiar with my background, I've been deeply involved with Skillsoft for more than six years. From 2018 to 2021, I served as Executive Chair, working closely with the team, many of whom are senior leaders with Skillsoft today, to revitalize the company and position it to return to public markets. During that time, we instilled a culture of innovation and accelerated the transition from our legacy Skillport platform to Skillsoft Percipio, our AI-driven learning platform. We reimagined the brand and enhanced our position as a forward-thinking market leader. And we strengthened our operational foundation to ensure mutual success for learners and customers. Since our return to public markets and my ongoing involvement as a Board member since 2021, we have made additional progress to reposition Skillsoft to seize a tremendous market opportunity. Although the company has come a long way, I'm most excited about what is still in front of us. The shift to a skill-centric economy, which will increasingly be shaped by generative AI, is still in the early phase and I have the utmost confidence that our strategy is aligned to leading that market into this new era. I look forward to working alongside our talented team as we seek to accelerate the execution of our strategy and create value for our stakeholders. Now let me hand the call to Rich.

Thank you, Ron, and welcome back to this familiar role. And thank you, everyone, for joining today. Before jumping into my remarks, I just want to say thank you, Jeff, for your vision and leadership at Skillsoft over the past three years. You've done much to transform Skillsoft and have established a strong foundation for our future success. I'll start with an overview of our fiscal 2024 results. Share some insight on how the market is evolving and where we're seeing both greater success and challenge. And then cover our financial results and fiscal 2025 outlook in more detail. We delivered full year adjusted EBITDA of $105.1 million above the top end of our guidance range and improved on what we believe is an industry-leading profit profile with a 19% adjusted EBITDA margin. We beat our full year adjusted EBITDA outlook largely as the result of our disciplined expense management, but fell short on bookings and revenue. The instructor-led training segment remained challenged by broader market conditions. Its results were also impacted by our proactive decision to prune non-core, unprofitable revenue streams. In our content and platform segment, our success in winning a growing number of large, complex accounts where we typically displace multiple providers was partially offset by weakness at the low end of the market, where we saw significant price competition that caused higher churn in our installed base and softer net new acquisition performance. We have a clear understanding of the issues that impeded our progress and have made changes where needed to strengthen our execution and results, all with a focus on profitable growth. We made good progress during fiscal 2024, positioning Skillsoft to help our customers thrive in an age of generative AI. We supported the workforce transformation priorities of thousands of organizations, and we enabled a community of more than 90 million learners to build skills to prepare them for the future of work. In our growing SaaS-based content and platform business, revenue was up 4% in the fourth quarter and up 3% for the full year. Our team delivered four consecutive quarters with LTM dollar retention rates of 101%, which is encouraging in a year where many SaaS businesses reported meaningful retention headwinds. We sharpened our focus and enjoyed our greatest success amongst the customer archetype that we call enterprise skills champions. These are generally large and complex global organizations with more than 10,000 employees for whom reskilling and upskilling is an enterprise-wide strategic priority. These customers demand measurable learning outcomes, not just usage. They buy solutions, not just video content. These customers represent approximately 60% of our annual recurring revenue, are growing at a faster rate than the content and platform segment overall, and have dollar retention rates of 105%. These customers also have longer and more complex sales cycles. So as they've become a larger percentage of our business, our average sales cycles have extended. That's a tradeoff we're willing to make given the larger size, faster growth, and higher lifetime value we see from these customers. Offsetting our strong performance with enterprise skills champions was softness among smaller customers. These customers tend to have more economic exposure, primarily utilize basic offerings like online video content, and have more price sensitivity, resulting in lower retention rates. The combination of these factors contributed to content and platform segment bookings growth of 2% for the full year. The growth in our content and platform segment was offset by the instructor-led training segment, where full-year bookings were down 10% and revenue was down 13%. The instructor-led training segment continued to be impacted by a more challenging economic and operating environment. In Europe in particular, we saw IT budgets and training priorities shift over the course of the year. This caused some market participants to compete more aggressively on price. Consistent with our commitment to profitable growth, we strove to maintain pricing and margin discipline rather than chase unattractive revenue. Although we did not achieve the initial top-line expectations we had coming into fiscal 2024, we made intentional choices to maintain our industry-leading profitability rather than pursue growth at any cost. We reduced inefficient marketing spend across our business, in-source third-party work that was not driving expected outcomes, and strengthened our performance-based culture. We were disciplined in operating more efficiently while also continuing to invest in our strategic priorities, which we believe will enable future profitable growth and value creation. The most important of these strategic priorities was seizing the opportunity presented by generative AI. Early in the year, we moved to rapidly position Skillsoft at the forefront of this important technology and the transformative impact it is having on the world of work. We released a comprehensive collection of generative AI-based skills benchmarks, aspired journeys, interactive Codecademy courses, and hands-on labs and instructor-led AI training. And we grew the number of scenarios for KC, our Gen-AI-powered coaching solution, more than six-fold since its launch in September of last year. Learners can now access more than 60 KC scenarios to develop critical communication and leadership skills across a range of real-world business situations. We also launched CAISY for You, which allows our customers to develop customized scenarios to address company-specific use cases. In March, CAISY was awarded a 2024 AI Excellence Award by Business Intelligence Group in recognition of how we are leveraging AI technology to solve real-world problems. Within the context of acute talent shortages, AI-fueled job disruption and growing skills gaps, effective reskilling and upskilling programs have become a strategic imperative. We believe companies in nearly every industry will need to increase their investment in skills development in order to improve agility, efficiency, and competitiveness. And workers in nearly every role will need to embrace continuous learning to improve productivity, digital literacy, and future job relevancy. Skillsoft portfolio has been built for this moment, and we are confident we are aligned to where the market is going. As one example, we recently earned a competitive win back with a Fortune 100 Global Technology Leader. The company was looking to consolidate providers with a partner that could benchmark talent proficiencies, develop role-based frameworks for technical skilling, and improve a fragmented library of internal and third-party content. Skillsoft was awarded a three-year, seven-figure-per-year contract that will enable this company to accelerate its skilling strategy and ensure talent readiness for the organizational's digital transformation. Another example from the fourth quarter was a new customer win with a large Asia-Pacific-based financial institution, highlighting a region and sector in which we are seeing strong demand. This company recognized the importance of a skills-centric approach to employee development and awarded Skillsoft a three-year, seven-figure deal. In a competitive process, Skillsoft won based on the strength of our platform, the quality of our content, and our ability to align learning objectives to corporate outcomes. Leveraging our technical and leadership skills offerings for more than 25,000 employees, Skillsoft will support this customer in building a more digitally fluent generation of leaders. And in one more example, Skillsoft was chosen by one of the world's most recognized and admired airlines with a three-year, six-figure contract that leverages our comprehensive skills framework, curated leadership content, and aspired journeys. Skillsoft will enable a higher quality and more cost-effective learning experience for more than 75,000 employees while enhancing the customer's culture of talent development, leadership progression, and internal promotion. Customers like these increasingly tell us that our full-stack, end-to-end solution for skills development is differentiated and compelling, and we intend to continue building on this competitive advantage. Turning now to a review of our financial results, where I will start with the fourth quarter. Content and platform revenue of $102 million grew 4% year-over-year, driven primarily by the ramping of expansion bookings and new business wins from previous quarters. Instructor-led training revenue of $36 million declined 16% year-over-year. The softer demand environment we noted in the third quarter continued through year-end, as shifts in IT spending and price competition caused lower sell-through for training on some of our technology partners' higher-value courses. Also included in the year-over-year decline for the instructor-led training segment was an approximately 250 basis point impact from the wind-down of our apprenticeship business in the United Kingdom. Total revenue of $138 million declined 2% year-over-year, with growth in the content and platform segment more than offset by contraction in the instructor-led training segment. At the bottom line, fourth quarter adjusted EBITDA was $28 million, or 21% of revenue, reflecting a year-over-year increase of $6 million and approximately 500 basis points. We generated positive free cash flow of $5 million in the fourth quarter, favorably compared to positive free cash flow of $1 million in the comparable prior year period. Shifting to our full-year results, content and platform segment bookings were $418 million, growing $9 million, or 2% year-over-year. In the instructor-led training segment, bookings of $178 million were down $20 million, or 10% year-over-year. Total bookings were $596 million, down 2% year-over-year, as the instructor-led training declined more than offset the growth in content and platform. Retention rates in our content and platform segment remained healthy over the course of the year, and we ended fiscal 2024 with an LTM dollar retention rate of approximately 101%, up from approximately 100% in the prior year. As I mentioned earlier, we are seeing faster bookings growth and higher dollar retention rates from enterprise skills champions, where the strategic importance of skills development provides more opportunity for upselling and cross-selling across our solution stack. We grew bookings with these customers approximately 6% in fiscal 2024, and LTM dollar retention rates were approximately 105%. We believe there's plenty of headroom to improve these rates further, while also shoring up performance with smaller customers where acquisition, growth, and retention rates have been pressured. Moving now to the P&L. Content and platform segment revenue was $405 million, growing $12 million, or 3% year-over-year. Instructor-led training segment revenue declined $22 million, or 13% year-over-year, to $148 million, contributing to a total revenue decline of $10 million, or 2% year-over-year, to $553 million. Walking through expenses, cost of revenue of $152 million, or 27% of revenue, was roughly flat year-over-year, as margins were pressured in the instructor-led training segment due to product, reseller, and region mix changes. Content and software development expenses of $59 million, or 11% of revenue, were favorably down 4% year-over-year, primarily due to more efficient third-party spend and savings from our integration activities. Selling and marketing expenses of $166 million, or 30% of revenue, were favorably down 1% year-over-year, with reductions in less efficient advertising and paid media spend partially offset by higher expenses for software maintenance. General and administrative expenses of $71 million, or 13% of revenue, were favorably down 11% year-over-year, due to our ongoing focus on operating efficiency, as well as the lower corporate incentive plan attainment. Total operating expenses were $448 million, or 81% of revenue, and were favorably down $13 million, or 3% year-over-year. Adjusted EBITDA was $105 million, or 19% of revenue, a positive gain of $3 million and nearly 100 basis points year-over-year. Our GAAP net loss was $349 million, and GAAP net loss per share was $43.38, primarily due to a non-cash impairment charge. As part of our annual testing for goodwill impairment, we identified triggering events, primarily attributable to the decline in our stock price and market capitalization, which indicated the carrying value of our goodwill and intangibles was impaired. As a result of this analysis, during the fourth quarter, we recorded a $202 million non-cash charge for goodwill and intangible impairment. Our adjusted net loss was $107 million, or $13.31 per share. Moving to cash flow and balance sheet highlights. We accreted cash and generated positive free cash flow of $5 million in the fourth quarter. But due to the timing of bookings and collections on working capital, free cash flow for the full year was negative $15 million. Compared to the prior year, free cash flow improved by $21 million. We ended the year with cash, cash equivalents, and restricted cash of $147 million. Total net debt, which includes borrowings on our term loan and accounts receivable facility, net of cash, cash equivalents, and restricted cash was approximately $482 million at year end, resulting in net leverage of approximately 4.6 times our fiscal 2024 adjusted EBITDA. The strength of our balance sheet gives me tremendous confidence in our ability to execute our strategy, deliver longer term profitable growth, and unlock value for our stockholders. Before turning to our fiscal 2025 outlook, allow me briefly to summarize fiscal 2024. We ended fiscal 2024 having made important progress in a number of key areas, but also with the clear perspective that we have more work to do to deliver on Skillsoft's underlying potential. Despite facing meaningful revenue and margin headwinds from the year-over-year contraction in the instructor-led training segment, we reacted swiftly and decisively, enabling us to beat the top end of our full-year adjusted EBITDA guidance. We streamlined our operations and rationalized expenses where we saw opportunity to do so, particularly in the second half of the year. At the same time, from a resource allocation perspective, we remain committed to investing in areas that we believe will enable us to build a stronger, more durable, and profitably growing business. We continue to deploy capital and make disciplined investments throughout the year in support of our strategic priorities, ensuring Skillsoft was positioned to seize the Gen AI opportunity and be the partner of choice for enterprise skills champions. As we look ahead to fiscal 2025, we are optimistic about the opportunity in front of us and our ability to improve performance over the course of the year in our content and platform segment. In the instructor-led training segment, we have seen some early green shoots of success with demand for blended solutions that incorporate instructor-led training as part of a larger program across Skillsoft's entire portfolio. That said, we're also approaching the year with an appropriate level of caution, given the impact market conditions have had on the instructor-led training segment in recent quarters. We will continue with this approach until we see more clear signs of market stabilization. Consistent with our normal practice, we are providing guidance for the full fiscal year ending January 31, 2025. We are also aligning our guidance framework to be more consistent with industry peers and other comparable SaaS companies. And as such, we will no longer guide or report on a non-GAAP bookings metric. For the top line, we expect fiscal 2025 total revenue between $530 million and $550 million as results in the instructor-led training segment are expected to meet growth in our content and platform segment. Our exit of the apprenticeship business in fiscal 2024 will also impact the year-over-year compare by several million dollars. As you think about the shape of the curve throughout the year, our outlook does assume that the macro effects we saw in the second half of fiscal 2024 flow into the first half of fiscal 2025. Combined with our approach on modeling the instructor-led training segment that I mentioned earlier, we anticipate total revenue contraction in the low single-digit percentage range for the first half of the year, with improved comparisons in the second half of the year. From a segment mix standpoint, we anticipate our more profitable SaaS-based content and platform segment will account for approximately 75% of total revenue in fiscal 2025, up from approximately 65% three years ago. Based on investor feedback and with an objective to enhance our segment-level disclosures, we're in the process of updating how we allocate shared services and corporate overhead costs between our two reportable segments. Once complete, we expect to report separate segment profitability metrics, which we believe will be helpful for investors to better understand the component parts and value of our business. For the bottom line, we expect fiscal 2025 adjusted EBITDA between $105 million and $110 million. As we demonstrated in fiscal 2024, we expect to continue to drive a culture of financial stewardship and operating efficiency, with approximately 100 basis points of year-over-year margin expansion at the midpoint of our guidance. Based on the timing of some of our expenses, we anticipate a seasonal pattern with quarterly adjusted EBITDA margins generally consistent with fiscal 2024. We also expect to deliver year-over-year improvements in operating and free cash flow. In closing, we believe Skillsoft is well positioned to win in the market, deliver profitable growth, and create greater value for all of our stakeholders. We look forward to updating you during the year on our progress. With that, let me hand the call back to Ron.

Thank you, Rich. First, I want to thank our employees for their dedication and tireless efforts in fiscal 2024. And our customers and partners and stockholders, we value and appreciate your support of Skillsoft. I look forward to meeting with many of you in the coming days and weeks ahead. I also have made it a high priority to host an Investor Day in the coming months so that we can provide a deeper dive into our long-term strategy and the exciting opportunities in front of Skillsoft. As I step back into an executive role at Skillsoft, I am optimistic about the year ahead and I am confident in our ability to execute a plan that enables future profitable growth and value creation. Organizations around the world are in the midst of a transformation to a skill-centric economy and simultaneously adapting to a generative AI era. And I believe there is no other company better suited than Skillsoft to support these paradigm shifts. With that, Operator, please open up the call to questions.

Thank you. [Operator Instructions] Our first question comes from the line of Raimo Alensha with Barclays. Please proceed with your question.

Hi, this is Sheldon McMeans for Raimo. Thanks for taking our question. I wanted to ask how has the overall corporate spending environment looked like for enterprise learning? Are you seeing budgets increase? Are budgets decreasing, but you have an opportunity to consolidate multiple vendors and hence you still have a nice growth opportunity? Any color there would be helpful.

Yes, we highlight the skills champion segment in particular. And companies, larger complex ones, are spending money where it's a strategic priority. And they're spending money for outcomes. I would say at the lower end of the market, there's price pressure, less spending. Those companies may be more susceptible to some of the macro pressure. And they're typically spending on more narrow solutions, largely video libraries, less complex solutions. But the customers, which are our best customers, where we're growing the most, stay with us the longer. They're definitely making investments. Those sales cycles are elongated, as we called out in the earnings script. But when we execute with those customers, it's a good outcome for us longer term.

Got it. And a quick follow-up, if I may. I wanted to ask about that other 40% of your customer base. It certainly does seem like the skills champions are doing well. Of that 40%, is that an area that will keep dwindling down as you prioritize the more strategic customers? Or do you see that stabilizing in the back half of the year, maybe in calendar year 2025, when the macro environment improves?

This is Ron. Let me jump in here on that one. I think the work we did on the archetype on the enterprise skills champion and the results we're seeing there is a good proxy for what we want to build and execute on the other segments within our business. And I think that operational focus that was brought to that segment, which is our biggest one, very important one, is what we're bringing to the other segments. And I see that as part of our overall journey to make sure that the business performs the way it's capable of. At this point, I don't see us leaving any of those market segments.

I would simply add it's a critically important segment. And while we've not achieved the results we've expected there, we're addressing that through pricing and packaging, addressing the specific need those customers have. So we're going to be focused on growing that segment and retaining more of that segment going forward.

Great. Thanks.

Thank you. Our next question comes from the line of Raj Sharma with B. Riley Securities. Please proceed with your question.

Hi. Thank you for taking my questions. My first one is on global knowledge and any kind of color on the continued losses there. There's also a substantial impairment. If you could also tell us what amount of the book value is still being held for global knowledge. So color on continued losses and then just related to that is the guidance for the year. What growth is it building for the ILT and the content segments? How do we look at the business going forward?

Yes, I'll start it off and Rich can pick up from there. But ILT is not performed at the level that we had hoped or aspired to for it. So for me, I'm very much looking forward to digging into this business and more detail and reporting back to you what we intend to do to operationally improve this business and get it on the right track. So give me some time there to get underneath that and we will come back there. You had a multi-part question, I’ll let Rich handle a couple of the other pieces here.

Yes, I think the tonality and the temper. We've taken a very cautious view of ILT as both as we exited the year and what we see happening in the market environment. That business, we've not guided specifically to it. But the business is going to detract from the overall growth in the content platform business. So we've talked, gave some comments about the shape of the curve for the full year. We do expect some better compares in the second half. The content and platform business does account for about 75% of the revenue for the full year. But we think that content platform growth is going to be muted by the ILT. Also compounding that to some degree, we exited an apprenticeship business. That does impact the year-over-year ILT results by several million dollars.

Right. And then, is it fair to say that there is a marked decrease in the business, a deterioration in the business of both the content and the ILT side in Q4? Exiting Q3, it didn't seem like, it seemed like you would meet your bookings or possibly do better than your bookings guidance. Was Q4 a marked deterioration in trends?

We, when we gave an update on our third quarter call, we thought we'd be at the bottom of both bookings and revenue guidance. And we fell short of that. The execution in the fourth quarter alluded to a lot of it in the script. We saw some elongation of sales cycles. We saw opportunity that moved out of the pipeline into deferred periods. But we thought we executed reasonably well in light of that, certainly at the adjusted EBITDA level. You're asking specifically about the components. Content and platform was up. Fourth quarter, it's a really an LTM business. And for the fourth straight quarter, our DRR was 101% and higher than that in our best customer archetype, the skills champions. So enterprise skills champions with the overall sales cycle elongating created some unforeseen headwinds when we gave our updates previously. And we talked about the weakness in the lower end of the market where we saw more price competition, higher churn and softer new acquisition.

Great. Thank you. Thank you for taking my questions. I'll take it offline. Thank you.

Thank you. [Operator Instructions] And there are no further questions at this time. Therefore, I'll now turn the call back over to Ron Hovsepian for closing.

Thank you. As I embark on this role with all of you, I really look forward to speaking with a number of our investors and our analysts as we go on this journey together. I'm very excited about what this company is capable of doing. I'm very excited what I see inside the asset base that we have and most importantly, where the market is migrating to overall in its need for skills and skill development and the outcomes required on that journey. With that in mind, we need to make sure we bring those pieces together in the following months in that investor day and really bring those pieces to life as to how we see we're going to capture it and overall and improve the overall performance of the company as we look forward to it. So with that said, I look forward to chatting with you in the future. Thank you very much.