Thank you for standing by and welcome to Skillsoft Second Quarter Fiscal 2023 Results Conference Call. [Operator Instructions] Please note that today’s call is being recorded. I would now like to hand the conference over to your first speaker today, Eric Boyer, Head of Investor Relations. Thank you. Please go ahead..

Good afternoon and welcome to Skillsoft second quarter fiscal 2023 earnings call. After the market closed, we issued our Q2 earnings press release and posted supplemental materials to the Skillsoft Investor Relations website.

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 beliefs and predictions 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 separating the 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. References on this call to the combined GAAP results reflect the combination of the predecessor period before June 11 that excludes Global Knowledge with the successor period after June 11.

For all non-GAAP measures in the supplemental materials and in today’s commentary, the company is providing normalized results as if Skillsoft and Global Knowledge have been combined for all periods presented, which we believe is useful to investors to show the trends of the go-forward company.

A reconciliation of these non-GAAP financial measures 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, CEO and Gary Ferrera, CFO, will be available to take questions. With that, it’s my pleasure to turn the call over to Jeff..

content, platform and go-to-market. Let me touch on a few important accomplishments in each. Over the past year, we invested heavily in new content and consolidated the Skillsoft and Global Knowledge on-demand collections, greatly increasing the breadth of our offering.

We also expanded our local language coverage and released innovative new courses in DE&I, customer service, psychological safety, code of conduct, cloud and DevOps, among many others.

In Q2, we released our new career journey experiences, which blends self-study and e-learning, with instructor-led courses and other capabilities to address skills gaps in critical domains such as cybersecurity and advance the learner from novice to certified experts.

We believe this approach provides superior outcomes for the employer and the learner alike and is easy for our customers to deploy at scale. With regard to platform leadership, over the past year, we reached our goal of migrating more than 90% of ARR on to Percipio and dual deployment.

We achieved FedRAMP certification, which has enabled us to sell Percipio within the federal government and combined with the completed Workday integration, will help us retire our legacy Skillport platform.

We launched our skills benchmark offering and we signed important content partnership agreements with Coursera and Udemy, adding to more than 30 other partners whose content can be accessed through Percipio, along with our customers’ custom content, to deliver even more comprehensive learning journeys.

We believe making Percipio the one-stop learning experience platform is an important differentiator. Our investments in content and platform are paying off by driving higher engagement, which we believe will contribute to higher retention and new sales.

At the end of Q2, monthly average users are up 21%; completed courses up 26%; and badges issued are up 16%. We have also made solid progress with our go-to-market transformation, which is now largely complete and sets us up well for Q4.

We have hired key talent, made investments in new tools and technology and realigned our sales force to a more strategic coverage model that better enables cross-sell, up-sell and acquiring new business.

In Q2, we added more than 150 new logos, including a large Australian multinational, one of India’s largest private sector banks and a large European grocery retailer.

In North America, through investment in dedicated state and local government resources, we added several large customers, including city governments, municipal healthcare providers and port authorities.

We also signed a large auto manufacturer, a global publisher, a Fortune 100 financial services company and one of the nation’s largest and most visible non-profits. Turning to Codecademy, we have made excellent initial progress with the integration.

We acquired the business to strengthen our tech and dev offering with hands-on learning in programming and data science, an area where our enterprise customers are experiencing severe skills gaps. We also acquired a strong brand and community of learners. Every month, millions of people around the globe come to Codecademy to advance their skills.

This community is passionate about Codecademy. By leveraging the Codecademy brand, community advocacy within the enterprise and our large sales force, we believe we will be able to capture a substantial cross-sell opportunity.

In our first quarter of ownership, we have integrated the product into Percipio, trained our sales force and built a healthy pipeline of enterprise opportunity. We have also closed our first sales, including two Fortune 50 retailers.

We are in the process of attaching Codecademy to a growing number of Q4 renewals and expect to report material progress at year end. The B2C side of the business continued to grow at a double-digit rate and we believe we are taking share in an environment where competitors are seeing declines.

Before I turn the call over to Gary, I’d like to provide some context to our financials and an update to our Global Knowledge business. I am proud that we delivered five straight quarters of subscription content bookings growth after 7 years of decline despite an increasingly difficult economy.

Q2 LTM content bookings was up 9% compared to flat in the year ago period on a constant currency basis. Excluding Codecademy, it was up 8% from down 2% in the year ago period. Dollar retention rate on an LTM basis was 98%, up 3 percentage points year-over-year.

We expect these metrics to finish the year strong based on the strength of our Q4 pipeline and the fact that approximately 50% of our Q4 content subscription forecast is already booked or committed. With that said, I am acutely aware that our financial results have fallen short of our initial expectations.

The world is very different than it was a year ago and those external changes have had a material impact on Global Knowledge, which is a transactional business and more sensitive to economic factors. Approximately, 75% of the first half bookings decline in Global Knowledge was due to changes in training programs at two large technology partners.

Other contributors are staffing challenges and inside sales, which should improve as recent hires become fully productive, difficult comparisons due in part to last year’s COVID bounce back and the economy. We believe our actions to-date have now stabilized the business. Turning to expenses.

As we integrate all our businesses into a more cohesive offering, we have been reducing costs and realizing operating synergies across the portfolio. These actions will help our overall cost structure become more efficient and we believe we will drive greater adjusted EBITDA growth as revenue grows. Moving on to capital allocation.

Today, we announced that our Board of Directors has authorized up to a $30 million share repurchase.

We believe the current dislocation in our share price, combined with the strength of our balance sheet and confidence in our outlook and long-term prospects, have elevated repurchasing Skillsoft stock as the best use of capital available to us at this time.

In closing, I remain as optimistic as ever in our ability to create a recognized leader in our space, with a high growth, high margin recurring revenue business capable of creating and sustaining a much higher public company valuation.

The world is materially different than the one that existed when we announced the formation of the new Skillsoft in October 2020. However, I am confident in our long-term opportunity and I am looking forward to seeing our progress more appropriately reflected in our financial results and share price in the coming quarters and years.

And with that, I will turn the call over to Gary..

bookings lowered by $127 million; adjusted revenue lowered by $123 million; and adjusted EBITDA lowered by $37 million. The bookings and adjusted revenue impact are a bit higher than the amounts given when the deal was announced, as reseller fees have since been included.

Second, the continued strength of the dollar will also have a negative impact to our full year bookings and our revenue outlook of approximately $15 million and adjusted EBITDA of approximately $4 million.

And finally, while we believe Global Knowledge has reached a point of stabilization and we anticipate continuing sales productivity improvements within Global Knowledge, we are taking a more cautious view in the second half through the chance of increased economic softness.

We believe our actions to date have stabilized the business, and we expect second half performance to be approximately in line with Q2 run rate. This will have an impact of approximately $70 million to bookings and adjusted revenue, primarily due to Global Knowledge.

For the total company, after adjusting for the sale of SumTotal and the impact of FX, you’ll arrive at the top end of our outlook range for adjusted EBITDA of $125 million. The $20 million range relates primarily to the anticipated continued softness in the Global Knowledge business, partially offset by identified cost initiatives.

In summary, our revised FY ‘23 outlook ranges on a continuing operations basis, our bookings of $580 million to $615 million, adjusted revenue of $545 million to $580 million and adjusted EBITDA of $105 million to $125 million. And finally, as Jeff mentioned, the Board authorized up to a $30 million share repurchase program.

We believe this is the best use of capital at this time given the low share price and when taking into account our strong liquidity and cash flow, along with the confidence in our current strategy and expectations for the business. With that, I’ll turn it back over to Jeff..

Thanks, Gary. I’m pleased that we have returned Skillsoft subscription business to high single-digit growth, stabilized the transaction business going into the second half, preserved industry-leading margins, created a world-class tech and dev capability with the acquisition of Codecademy, and strengthened our balance sheet with the sale of SumTotal.

With our sales force transformation now largely behind us, we are well positioned for Q4 when we historically generate nearly 50% of our subscription bookings. And our confidence in our future is evidenced by our Board’s share repurchase authorization. I’ll now open the call for questions..

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

Hi, this is Sheldon on for Raimo. Thanks for taking our questions. Can you help us balance the tailwinds for corporate learning with the tight labor [indiscernible] logo adds in the quarter, but of course, we have a challenging macro here. You assumed a fundamental headwind embedded in the guidance.

Can you help us understand what’s underpinning this? Is it customers simply taking a pause, needing more approval layers that you get deals done? And also help us understand the level of conservatism in the guidance. Thank you..

Sure. Thanks, Sheldon. The tailwinds that we’re seeing are quite significant and haven’t changed. All you have to do is pick up the newspaper, and you read about skills gaps, the great resignation, a tight labor market. All of this is making training and learning an imperative inside the enterprise.

And we operate in a very unique place in that we operate at that place where both the learner and the enterprise come together with common needs that are focused on growth, growing the company, growing their careers, and that’s where we win.

With regard to headwinds, those headwinds are primarily impacting the Global Knowledge business, which is transactional in nature.

So unlike the Skillsoft business, which is subscription and deeply embedded in the enterprise, the Global Knowledge training, while important and critical, also can be delayed from one quarter to the next in a way that the other training offerings that we deliver cannot be..

Got it. And a quick follow-up, if I may. So adjusted EBITDA from continuing operations was pretty strong in the quarter. Can you help us think about the cash flow generation piece and how we should think about the relationship between adjusted EBITDA and cash flow going forward? Thanks..

Sure, Sheldon. This is Gary. It’s a little noisy in the first part of the year just because of the acquisitions, etcetera. But what I would say is we’re in the sort of cash burns – like cash burn period right now.

And as we enter the fall in early winter is when we start generating a lot of cash again, and then we generate cash all the way through about April or May. And so it’s hard to say in the first half because of the M&A going on. But in the second half, it’ll be in the – between now and April, I’m going to say $30 million, $40 million as an estimate.

It’s just attributed cash flow be very heavily dependent on bookings in Q4, etcetera..

Makes sense. Thank you..

Thanks, Sheldon..

Thanks, Sheldon..

Our next question comes from the line of Ken Wong with Oppenheimer. Please proceed with your question..

Great. Fantastic.

Just wanted to kind of dig in on the macro assumption part of the last question, but as we think about the guide, I guess are you embedding a worsening macro? Are you embedding kind of softer demand of kind of specific products, kind of Global Knowledge in particular? How should we think about what’s been baked into the outlook?.

Well, I will start and then hand it to Gary. I think generally baked into our business is a belief that we are lined up to deliver a strong fourth quarter in our subscription business.

Fourth quarter is when we booked nearly 50% of our subscription business, and that’s also where we see the opportunity to up-sell and to attach Codecademy and our coaching business as well to the renewals. So, Q4 is critical for us, and we see that shaping up nicely.

And then on the Global Knowledge side of the business, we have baked in a view that we have stabilized that, that the worst is behind us and that we now have our handle on the business. We have staffed up the inside sales organization. Those salespeople are becoming increasingly productive.

And the changes that we have seen in the subsidy programs at our two large – our two largest partners really also are largely behind us. So, we feel better about the second half.

Gary?.

Sure. I can add a little to that, Ken. I mean when you think about two businesses that are very different in the fact that in the last 12 months, the content side of the business on a constant currency basis has grown 9%. It’s grown all these most recent quarters. And the issue now with GK was – Q2 was a little bit lower than we had anticipated.

And then we are stabilizing from there. And that’s where you see it in the guidance is that the biggest that we are taking in the guidance is from that. Things may turn more quickly than we anticipated. But with the macroeconomic environment, we just think it’s prudent to assume it’s fairly flat for the rest of the year..

And just one final thought, we feel really good about how Codecademy is shaping up. Now, keep in mind whenever we sell something to our enterprise customer base, there is typically a 6-month to 12-month sales cycle, but we are seeing really exciting early traction with that business.

We have closed a few large deals much earlier than we expected, and we feel good about how Q4 is shaping up for that part of our business as well..

Got it. Appreciate the color. And then maybe if I could on the content DRR slipped a little bit from Q1, but does mirror what we saw kind of the quarters prior.

I guess what’s the right way to think about that metric directionally?.

The right way to think about the DRR metric is, first of all, like our bookings growth, in general, it needs to be looked at as an annual business. Our first few quarters of the year, three quarters are small. We are heavily weighted towards the fifth quarter.

So, small wins or losses or changes can – or changes in mix can impact the growth metrics in the first three quarters of the year, similarly impact the DRR metrics. But the way you should look at it is DRR is up 3 percentage points on a trailing 12-month basis.

And we have opportunity in front of us to improve it as we look at the quarters and years ahead..

Got it. And then last thing for me, just thinking about kind of the spend dynamic going forward. It looks like you guys were able to moderate some of this top line downdraft this quarter.

Should conditions soften even more? I guess do you think there is still some levers you guys can pull there?.

Yes, Ken. It’s Gary. So, obviously, we put a lot of work into this. We saw a few months ago that GK was not going in the direction we wanted. So, we started pulling triggers that levers at that point and we are going to continue with that. And as we go into the second half of the year, we are looking at everything.

We even brought in an outside firm to assist. And I don’t know if we go to another level. I think it’s all much baked into our guidance..

Okay. Perfect. Thanks a lot guys..

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

Hello. Thank you for taking my question. Could we please dig into the guidance and the decline? There is a substantial reduction in bookings guidance. I know you have said bookings for the digital platform are looking good.

Could you break that down between Percipio and Global Knowledge? How much of the $70 million decline in revenues is because of Global Knowledge?.

Raj, the vast majority, I don’t have an exact dollar number for you, but the vast majority is from Global Knowledge. The other parts are very, very small numbers..

Okay. Thank you.

And then was the EBITDA impact for SumTotal worse than you had originally listed out when the deal was done? Has that gotten worse?.

No. We adjusted it by the same amount we mentioned on the – when we talked about the deal with the $37 million in the prior year. That’s the adjustment we have in there..

Right. It was $37 million before allocations – corporate allocations. So, not – it was $25 million after the allocations. So, I was just wondering and wanted some clarity on that. And Codecademy – right. Sorry. Go ahead..

Yes. Just on that point, I mean we just closed the deal. So, it’s going to take us some time to work through that. And we have a transition services agreement through the end of the year. So, we will get some cash inbound to assist in the work we are doing to help them for the next six months, and that might trail a level offer.

So, that’s all in the works..

Right. And then the – there is a sizable impairment charge.

Is that all Global Knowledge-related?.

That’s a 100% Global Knowledge..

Right.

And do you – how do you expect that – are you still kind of seeing it recover at some point, or has the business materially disintegrated since you purchased it?.

So, what we see now is a business that we believe has stabilized for the current economic conditions that we are seeing. Longer term, our aspiration is to move that – much of that capability into our subscription offerings and use that to fuel growth in our subscription business. That’s not a near-term solution near-term.

This is about execution on the transactional side of the business. But longer term, we see it as a contributor to subscription growth..

Got it. So, right – and then the Codecademy business you mentioned was doing really well.

Is it still – what is the expected growth in the Codecademy business this year that’s built into this guidance?.

We haven’t broken that….

On a year-over-year basis?.

We haven’t – I will let Gary share what he can on that one, but what I will tell you is it’s a double-digit growth business on the consumer side. And on the B2B side, we are building pipeline, and we expect that to be a meaningful contributor in the fourth quarter.

Gary, any additional specificity?.

Yes. It was 13% in the quarter on bookings, 20% in the quarter on revenue, and we would expect that or slightly better for the rest of the year..

Got it. And then you had also mentioned earlier when you had done the acquisition that there was a $25 million EBITDA loss on Codecademy that you were expecting to turn around to a breakeven in 12 months or so. Correct me if I am wrong on that.

Is that still the understanding you are able and the expenses to take it to breakeven?.

So, it was $20 million when we acquired it, was the burn last year. And then this year, we were trying to have that. And then we were trying to get to breakeven at the end of the next year, so 20, 10….

Got it. Alright. Great. Thanks. Thank you for answering my questions. I will take it offline. Thanks..

Thanks Raj..

Our next question comes from the line of Lucky Schreiner with D.A. Davidson. Please proceed with your question..

Hi guys. Thanks for taking the question. Just one for me. In terms of Codecademy, can you maybe break out how much of the strength in the quarter was from your cross-sell into the prosumer versus just regular Codecademy growth? And do you still feel extremely confident on the ability to penetrate at least 1% of those 20 million prosumers? Thanks..

So on – so the growth that you see this year is almost entirely on the consumer side of Codecademy. The growth on the B2B side was quite strong, but off a small base. And so we are still early in that journey, and we still feel very good about our ability to, over multiple years, penetrate vastly more than 1% of our base.

And early indication is that, that opportunity is very much intact..

And as Jeff mentioned in the script, we would expect to see that start to accelerate when you get in Q4 because that’s when a lot of the tools happen and that’s when cross-selling is happening versus Q2..

[Operator Instructions] Our next question comes from the line of Arvind Ramnani with Piper Sandler. Please proceed with your question..

Hi. Thanks for taking my question.

I just wanted to see, Jeff, with some of the softness that you are seeing, have you considered kind of flexing on pricing versus volumes, or like – or has that come up with conversations where clients are thinking what we can keep volumes healthy, but they are looking for you all to flex on pricing? And has – you had that discussion internally to give up some pricing in exchange for volumes?.

So, thank you, Arvind. Pricing is always a lever in a business like this. Sometimes that means increasing pricing. Sometimes it means reducing pricing. You didn’t ask about the subscription business, but I will tell you that we do see pricing opportunity on the subscription business.

We have increased our prices, but that takes a while to flow through into the financial statements because, first of all, most of our renewals are in the fourth quarter, and then that revenue was recognized ratably. And then only a portion of our subscription business comes up for renewal in a given year.

On the Global Knowledge side of the business, pricing has been pretty stable. We haven’t seen the price uplift opportunity, but we are always testing alternatives and various promotions on a market-by-market, product-by-product status..

Perfect. That’s helpful.

And then in terms of – for us, who are looking at the business externally, are there some sort of macro signs we should sort of look for when sort of things may come back, or is it just – we got to watch it, look at it quarter-by-quarter?.

I would say on the Global Knowledge business quarter-by-quarter, and I would expect that over the medium to long-term, as I said, we are going to move more of that capability into our subscription offerings. Near-term, it’s about – at this point about executing our way through the market that we are in.

And as I indicated on the subscription side where we are seeing healthy growth, we are seeing good tailwinds, and we haven’t seen significant economic impact other than what’s reflected in the foreign exchange rate..

Prefect. Thanks for taking my questions..

Thank you. Ladies and gentlemen, we have reached the end of the question-and-answer session. I will now turn the call back over to Jeff Tarr for closing remarks..

End of Q&A:.

Thanks very much. Thank you very much for participating in our call. We certainly look forward to continuing the conversation with you and to updating you next quarter..

This concludes today’s conference, and you may disconnect your lines at this time. Thank you for your participation, and have a wonderful day..