Skillsoft Corp.

Ladies and gentlemen, thank you for standing by and welcome to Skillsoft's fourth quarter fiscal 2022 financial results conference call. At this time, all participants are in a listen-only mode. After the speakers present, there will be a question and answer session. Please note that today's call is being recorded. I would now like to turn 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's fourth quarter fiscal 2022 earnings call. After the market closed, we issued our Q4 earnings press release and posted supplemental materials to the Skillsoft Investor Relations website. Today's call with... 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 our 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 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. Now, a few comments on the required GAAP presentation of SkillSource financial statements following the merger and de-SPAC on June 11, 2021. GAAP requires accounting periods before and after June 11th 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 bases. In addition, global knowledge activity is only reflected in the GAAP financial statements after June 11th. References on this call to combined GAAP results reflect a combination of the predecessor period before June 11th that excludes global knowledge with the successor period after June 11th. For all non-GAAP measures and the supplemental materials, and in today's commentary, the company is providing normalized results as if Skillsoft and global knowledge had been combined for all periods presented, which we believe is useful to investors to show the trends of the go-forward company. 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 also available on our website at www.skillsoft.com. After our prepared remarks, Jeff Tarr, CEO, and Gary Ferreira, CFO, will be available to take questions. With that, it's my pleasure to turn the call over to Jeff.

Thanks, Eric. Good afternoon. And thank you all for joining us. I am pleased that we exceeded our bookings outlook and delivered another great quarter of strong results. I want to thank our entire team for their tireless efforts during a period of tremendous change as we formed the new Skillsoft and positioned the company to extend our lead in corporate digital learning. On today's call, I'll reflect upon some of our major accomplishments since returning Skillsoft to the public markets, provide financial and operational highlights, discuss our acquisition of Codecademy, and detail our compelling investment thesis. I'll then turn the call over to Gary to provide more financial detail on our financial results and outlook. The new Skillsoft returned to the public markets in June, We started with a business that had a strong foundation but had been experiencing declining revenue due to years of underinvestment because of excess leverage. We moved rapidly to set the company up for success. We recapitalized our balance sheet, assembled a world-class management team and board of directors, and closed three acquisitions. We also made important investments in content, platform, and go-to-market. which are already yielding results. These actions have helped us pivot the company onto a solid revenue growth trajectory. We're encouraged by our progress to date. Now to the financial highlights. We grew bookings 5% for the quarter and 7% for the year at the high end of our recently raised outlook and meaningfully above our original guidance. We returned the company to revenue growth. On our precipio and dual deployment revenue base, we delivered a dollar retention rate of 103 percent for the quarter and 104 percent for the year, up from 101 percent in the year-ago quarter and year. We continue to strengthen our core Skillsoft subscription business, delivering a dollar retention rate of 98 percent for the quarter and 97 percent for the year, up from 94 and 93 percent from the prior year. and finally we met our recently raised adjusted ebitda outlook for the year delivering 36 million dollars in the quarter and 167 million dollars for the year now turning to a few operational highlights within each of our three growth pillars content leadership platform leadership and go-to-market leadership within content We continue to deepen and enrich our product, releasing more than 30,000 content assets and more than 65% increase over prior year, bringing our total library to over 200,000 assets. We doubled the size of our tech and dev offering with new aspire journeys and analytics and dev ops and added nearly 500 new labs and topics including cloud, cybersecurity and data. We pioneered blended offerings that include virtual instructor-led training, self-study learning, real-world application and leadership coaching, delivering nearly 100 journeys that address high-growth, high-demand careers and competencies as informed by the rich analytics generated from the activity of our 51 million learners. We substantially increased our local language coverage, adding more than 700 localized courses. And we expanded our DE&I offering, creating what we believe to be the most comprehensive and compelling curriculum in our industry. Turning to platform, at the end of Q4, 89% of our annual recurring revenue base was on precipio and dual deployment, up from 75% in the year-ago period. And as of today, we are at 90%. We increased the number of learners to 51 million. Shortly after the quarter closed, we received FedRAMP certification in recognition of our cybersecurity processes, which allow us to implement Percipio for existing and new federal government customers. Additionally, Workday, one of the most used learning management systems, launched the capability to integrate with Percipio. This will allow us to better penetrate enterprises that use Workday. In addition to opening up new sales opportunities, we expect both FedRAMP certification and Workday integration will help us advance our migration and drive dollar retention rates for the company meaningfully above 100% in time. Percipio continues to deliver more value to our customers as we integrate a growing number of learning content sources. During the year, we added more content partners to Percipio, including Microsoft Learn, AWS, Skillable, Get Abstract, Udemy, and Good Habits. These partners are a source of additional content and capability for our customers, and in some cases, a new revenue source. We also received strong reviews from industry analysts, such as IDC, Aragon Research, and Fosway Group. recognizing our recent progress and reinforcing our leadership position and meeting the learning needs of the most sophisticated enterprise customers. Finally, turning to go to market. As I indicated, we grew bookings 5% in the quarter and 7% in the year. We added 176 new customers during the fourth quarter and 521 for the year. I'm proud of our many wins across the full range of product offerings, including Q4 wins at companies such as CSG, Moody's, and two of the world's largest technology service companies. I'm also especially proud that we displaced key competitors at one of the nation's largest retailers and at two large banks, adding to a growing number of competitive wins. With these successes, we increased our penetration of the Fortune 1000 to more than 75% at the end of the year from 70% at the start of the year. To further accelerate growth, we began our multi-year go-to-market transformation in fiscal 2022 with a number of important achievements. We recruited new senior leaders from some of the world's leading global software and tech companies. We invested in major alliances and integrated offerings with companies such as Microsoft, AWS, SAP SuccessFactors, and Go1. We aligned our operating model and selling motion to priority segments and geographies, making significant investments in Northern Europe, France, the DACH region, and both South and East Asia. And we redesigned our compensation plans. With the implementation of a fully integrated coverage model, we have shifted to a portfolio selling motion to better serve our customers and drive growth. The most significant strategic move in Q4 was the Codecademy acquisition, which we just closed earlier this week. The major strategic benefits are, first, Code Academy nearly doubles our reach, adding approximately 40 million registered learners to Skillsoft's more than 51 million learners. Together, we will create one of the world's largest communities of learners, totaling more than 90 million across more than 160 countries. Second, we believe the deal will be significantly and immediately accretive to bookings growth, revenue growth, and gross margin. The transaction will create substantial opportunities for cross-selling and upselling. The biggest near-term opportunity will be to cross-sell Codecademy's learning capabilities to our enterprise customers. In time, we will also leverage Codecademy's brand and sophisticated direct to learner digital sales and marketing engine to bring Skillsoft's capabilities to prosumers who we define as professional learners who purchase our services personally to expand their skills, advance their careers, and secure new jobs. Third, Codecademy expands Skillsoft's capabilities in the high-growth tech and dev segment, providing our learners an innovative and effective way to learn 14 programming languages across numerous domains, including web development, game development, mobile data science, cloud, and cybersecurity. Fourth, Codecademy adds to our Percipio platform a new modality with its hands-on experiential approach, which when combined with our micro videos, audio, books, boot camps, live events, assessments, coaching, mentoring, and badges, will contribute to our effort to create a new and more immersive way of learning. And finally, Codecademy brings to Skillsoft a talented and entrepreneurial team led by founder and CEO Zach Sims. Zach has now joined our executive leadership team reporting directly to me and will continue to run Codecademy as well as take on additional responsibilities for our tech and dev product line over time. When combined with our Skillsoft tech and dev offering, global knowledge, and our recently launched assessments offering, we believe we have the best collection of assets in the tech and dev segment of our industry, which will help us accelerate our growth rate. Moving on to some of our fiscal 23 priorities, we will be laser focused on realizing the promise of the Codecademy acquisition. We also expect to advance each of our three growth pillars, content, platform, and go to market. Starting with content, we expect to strengthen our position in all three major categories of corporate learning, including leadership and business skills, compliance, and tech and dev, with a particular focus on the latter given its compelling growth attributes. Look for us to invest in more content across more languages and new modalities while setting new standards and content quality. Turning to platform, our focus will be to further enable Percipio to even more seamlessly blend on-demand video, virtual live training, interactive labs, assessments, coaching and mentoring, and other capabilities while also adding more partnerships to the platform. And within go-to-market leadership, we will continue our transformation and expect to drive higher retention, cross-sell, upsell, and growth in that new business, extending our leadership position within the enterprise market, while also growing and leveraging our newly acquired digital sales channel and access to the tech and dev prosumer. Turning now to our investment thesis. We believe the investment thesis for the new SkillSoft is extremely compelling. First, we operate in a large and growing market as online learning has become an important C-suite priority for CEOs, chief people officers, CTOs, CIOs, and other executives intently focused on addressing skills gaps, labor shortages, and the great resignation. Education and training are increasingly being viewed as a required benefit to attract and retain talent. Our customers view Skillsoft as a leader and valued partner in helping turn these changing dynamics into competitive advantages. We believe these changes to be secular in nature, which gives us confidence that our large market opportunity of approximately $28 billion can grow 10% annually. Second, we benefit from what we believe to be the largest enterprise customer base and sales organization in our industry, serving more than 75% of the Fortune 1000. We also serve governments and small businesses. And with the recent addition of Codecademy, we now serve the prosumer market with a sophisticated digital marketing capability that we previously lacked and will benefit us across all of our segments. By reaching and serving the prosumer market, we will look to increase our brand awareness with this segment and turn even more learners into champions for Skillsoft within their places of employment. We also plan to use our newly acquired digital sales channel to more efficiently serve small and medium-sized businesses. Third, our content leadership is a clear competitive advantage. Skillsoft is a leading content creator, and this differentiates us in the industry. Rather than simply aggregating or repurposing content, we develop content using a science-based approach that is optimized for the way people learn online. And with the benefits of our powerful AI-driven platform, We are organizing our content into immersive learning journeys that meet the needs of both learners and their employers. We are also the only player that operates at scale with leadership positions in the three largest categories in our industry, leadership and business skills, tech and dev, and compliance. We believe this also provides us with a large cross-sell and up-sell opportunity. It should also drive our dollar revenue retention rates higher over time. Fourth, we deliver our content through two best-in-class SaaS software platforms, Percipio, a leading learning experience platform, or LXP, and SubmTotal, a leading learning management system, or LMS. And finally, our shareholders should benefit from an attractive SaaS business model with enterprise subscriptions, high operating leverage, low capital intensity, and strong free cash flow conversion. This strong foundation is being enhanced with a solid operational focus and investments in content platform and go to market, which should further strengthen our industry leading position and continue to drive improving financial results. And with that, I'll now turn the call over to Gary.

Thanks, Jeff. I'm very pleased to report on our first full-year earnings call that Skillsoft has ended the year with another quarter of strong performance since the company's return to the public markets. The team has accomplished a considerable amount in fiscal year 2022, and I'm honored to work with such a talented and motivated group. I will now begin with a summary of our results for turning to our fiscal 2023 outlook. As I describe our results, they will be presented as if pre-combination Skillsoft and Global Knowledge had been combined and their fiscal quarters had been aligned to end on January 31st, 2021. Bookings for the fourth quarter were 268 million, up 12 million or 5% compared to the prior year. and full year bookings were at $721 million, up $49 million, or 7% compared to last year. Turning to revenue, gap revenue was $166 million in the quarter, and for the full year, combined gap revenue was $665 million. Adjusted revenue in the quarter was $176 million, an increase of $3 million, or 2% over the prior year. In full year adjusted revenue was 698 million, an increase of 7 million or 1% as compared to last year. As a reminder, our guidance is based off adjusted revenue. You will notice that this quarter, as with Q3, there is a much smaller difference between adjusted revenue and GAAP revenue. This relates to our adoption of a new accounting standard, ASU 2021-08, accounting for contract assets and contract liabilities. Non-GAAP revenue adjustments are expected to be significantly smaller due to this change. Our GAAP net income was $8 million for the quarter, and for the full year, our combined GAAP net loss was $113 million. Q4 adjusted EBITDA was $36 million, up $7 million, an increase of 24% compared to last year. Full year adjusted EBITDA was $167 million, up $3 million, an increase of 2% compared to the prior year. Adjusted EBITDA margin for the quarter was 21%, and for the full year, it was 24%. While we had a significant increase in adjusted EBITDA during the quarter, our adjusted EBITDA margin was lower than for the full year. This is due to bookings typically being highest in the fiscal fourth quarter when related variable selling costs, such as commissions and travel expense, are higher. But the related subscription revenue is reflected evenly over the course of the following year. Additionally, we continue to invest in our business to generate future growth, and this is only the second quarter in the year with costs associated with being a public company. Another point I'd like to highlight regarding seasonality in the business is that since Q4 is by far our highest booking period and cash is typically collected in the first few months after billings, we receive significantly more cash flow in our fourth and first fiscal quarters. We ended the year with $155 million in cash versus $71 million in the same period last year. At year-end, before the close of the Codecademy transaction, gross leverage was 3.3 times and net leverage was 2.4 times. To partially fund the Codecademy transaction, we recently syndicated an incremental $160 million term loan facility in a very challenging lending environment, reaffirming the belief in our long-term strategy and outlook. This brought our gross debt balance, excluding original issue discount and issuance costs, to $639 million, up from $479 million at year end. As a result of the transaction, we repriced our total debt outstanding under the existing credit facility at SOFR plus 525 basis points, with a 75 basis points floor paid quarterly. The incremental debt was issued at $98.25. and will mature in July, 2028 with our existing term loans. We also have outstanding 12 million of our 75 million accounts receivable facility. Our current cash balance pro forma for Codecademy is approximately 70 million. While we have no maintenance covenants in our credit agreement, our pro forma current gross and net leverage is 4.4 times and 3.9 times respectively, based on our adjusted EBITDA of 147 million for fiscal 2022 pro forma for Codecademy. Let's now move to the individual segments. Bookings for Skillsoft content in Q4 were 168 million, an increase of 4 million or 3%. Full year bookings were 349 million, an increase of 14 million or 4%. All your bookings from new customers to the content business were 23 million. Total still soft content DRR or dollar retention rate for the quarter was 98% and 94% in the year ago period. For fiscal year 22, that rate was 97% and 93% for the prior year. Our combined precipio and dual deployment DRR was 103% in Q4 compared to 101% in the year-ago period. For FY22, that rate was 104% and 101% in the year-ago period. At the end of Q4, 89% of our contracted annual recurring revenue was on precipio or dual deployment compared to 75% in the year-ago period. Since the close of Q4, the rate has increased to 90%. As Skillport is now less than 10% of our ARR, the platform mix will no longer stand out as the most significant driver of dollar retention rates. We will see continued migration due to FedRAMP and the Workday integration, but expect migration to slow as some customers choose to stay on Skillport due to business reasons. We expect those remaining customers to have high retention. We therefore intend to retire platform mix as an externally reported metric, and instead we'll focus on total DRR and driving that number above 100%. We will be providing color on the multiple underlying drivers of DRR each quarter. Adjusted revenue for Skillsoft content in Q4 was 86 million, down 2 million or 2% from last year. and full year adjusted revenue was 341 million, a decrease of 5 million or 1%. This decrease was driven by lower bookings in the prior year. Given the delay between a booking and GAAP revenue recognition for annual subscription contracts, a significant portion of content bookings flow into revenue in the following year. We expect the growth in current year bookings to support an improving trajectory of GAAP revenue as we move into fiscal 2023. Bookings for global knowledge in Q4 were 60 million, an increase of 6 million or 12%. Full-year bookings were 250 million, an increase of 36 million or 17%. The global knowledge improvement was driven by a recovery from significant COVID headwinds experienced in the prior year, as well as a shift to online. Virtual instructor-led training represented 75% of total bookings in Q4 and 78% for the full year. Q4 adjusted revenue for global knowledge was $60 million, an increase of $6 million or 10%. Full year adjusted revenue was $237 million, an increase of $21 million or 10%. The improvement was largely for the same reasons as we experienced with bookings. Now turning to sum total. Q4 bookings were $41 million, an increase of $1 million or 3%. Full year sum total bookings were $123 million, a decrease of $1 million. Adjusted revenue for the quarter was $30 million, a decrease of $1 million or 4% from Q4 last year. And full year adjusted revenue was $120 million, a decrease of $9 million or 7%. The decrease was primarily due to lower year-ago and first-half fiscal year 2022 bookings. I will wrap up with some comments on our fiscal 2023 outlook, which reflects our expectation for Codecademy for approximately 10 months of this fiscal year, starting from the close in early April through January 31st, the end of our fiscal year. We expect to generate total bookings of between 790 million and 825 million. Organic growth is expected to be up 3% to 7%, and we expect a comparable 10-month Codecademy contribution to add approximately one to two points of growth on top of our organic growth outlook for bookings. We expect adjusted gross revenue between $765 million and $790 million. Organic growth is also expected to be up 3% to 7%. reflecting fiscal 2023 bookings growth and some flow through of prior year bookings. We also expect the comparable 10 month Codecademy contribution to add approximately one to two points of growth on top of our organic growth outlook for adjusted gross revenue. As I mentioned earlier, much of the fiscal 2022 bookings growth came from global knowledge has bounced back from a prior year affected by COVID. The majority of the global knowledge bookings recovery was already reflected in the fiscal 2022 revenue. The Skillsoft content business, which consists primarily of subscriptions, converts to revenue over a longer period, typically 12 months, compared to the more transactional nature of global knowledge that primarily converts to revenue in year. Now turning to our adjusted EBITDA outlook, we expect the flow through from increased revenue in the core business, as well as targeted cost savings to drive sufficient adjusted EBITDA growth to more than offset investments in go-to-market and product, as well as headwinds related to inflation and other cost increases in public company costs. After absorbing the losses from Codecademy acquisition, we are guiding to approximately flat adjusted EBITDA. We expect Codecademy to be breakeven in fiscal 2024 once our integration plan is complete. We have included a bridge of impacts to adjusted EBITDA and our earnings supplement. We expect our recent growth investments to accelerate our content recurring revenue bookings, of which only a portion will be recognized as revenue within the fiscal year. There is also a natural increase in expenses, such as commissions, that accompanies higher bookings. As fiscal 2023 will be our first full year as a public company, and given the recent closing of the Codecademy acquisition, I wanted to provide some additional details regarding the quarterly progression of results to help you with your models. We expect Q1 to be the low point of the year in terms of bookings, adjusted revenue, and adjusted EBITDA. Keep in mind that the first quarter is our seasonally smallest bookings quarter of the year, given that Skillsoft content business is heavily weighted to Q4. As a result, the contribution mix of transactional global knowledge business is highest in the fiscal first quarter, leading to the lowest EBITDA margin of the year. We anticipate Q1 adjusted revenue to be down sequentially approximately 5%, and adjusted EBITDA margin in Q1 to be approximately 14%. Looking beyond this year, as we accelerate bookings and revenue growth and the expense headwinds related to public company costs and growth investments become less of an impact, we would expect at least low double-digit adjusted EBITDA growth in fiscal year 24. With that, I'll turn it back over to Jeff.

Thanks, Gary. Fiscal 2022 was a strong start for the new Skillsoft. We consistently performed above expectations returned the company to growth, and delivered industry-leading profitability. We also funded important investments for the future, which will help us drive future growth and margin expansion as we prepare the workforce of today with the skills for tomorrow. Operator, we're now ready for questions.

Thank you. At this time, we will be conducting a question and answer session. If you'd like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Raymo Lenchow with Barclays. Please proceed with your question.

Hey, thank you. Congrats and congrats on closing on the quarter and congrats on the closing the deal as well. Jeff, can I talk a little bit about the Code Academy transaction? You basically are a very good enterprise or corporate platform for learning. The Code Academy, you get a lot more like a viral kind of developer type kind of footprint. How do you see that fitting together And then maybe the follow-on question is, like, can you talk a little bit about the upsell, cross-sell opportunity you see from that as, you know, you work together as one entity? Thank you, and congrats from me again.

Thanks so much, Remo. So, first of all, our focus, and it's clear in our vision, is we're focused on workforce, workforce training. And across most of our categories, that's purely enterprise. In compliance, that's purely enterprise. In leadership and business skills, it's The vast, vast majority is enterprise. In tech and dev, it's a blend of enterprise and what we call prosumers. And those are individual programmers, developers, technology professionals who pay for training on their own in order to learn new skills or to find new jobs. And that's an important part of the tech and dev vertical. That also creates an opportunity for us to upsell into the enterprise because we're able to look at the 40 million registered users that we have on Code Academy and look at business addresses, business email addresses, identify those and then use that as a tool to upsell more tech and dev services into the enterprise. So it's a cross-sell and upsell opportunity and it's an important component of that vertical As we look at over time, your second question is about synergy, and it's about the revenue synergy. And a way to think about the revenue synergy, we have approximately 20 million tech and dev subscribers at Skillsoft. And if we are able to cross-sell code to 1% of that 20 million and do that at a steeply discounted price, that is alone $10 million of revenue. enterprise revenue synergy, and a highly accretive $10 million at that. Now, if we can penetrate 10% of our $20 million over time, then that's a $100 million highly accretive revenue synergy opportunity. So that's how we think about it in round numbers, and hence we believe that this will be a highly accretive acquisition in time.

Okay, perfect. Thank you. And maybe if I can squeeze in one more, it's like global knowledge has like a really nice comeback as kind of, you know, people return to classroom, et cetera. Like how do you see the progression there now going forward? Do you see like, is that kind of like stabilizing at this level or can we think about further improvements there? Like just to make sure we kind of model this correctly. Thank you. Yeah.

Well, we see it as a business that has stabilized after a very strong comeback and a come back with a significantly improved revenue mix. Going forward, I would look at that as a business that's likely to grow slower than our subscription business and Codecademy, but is still an important part of the mix. Another important element is that we see an opportunity to take much of that code, the global knowledge content, and add that to our subscription offerings, contributing to subscription revenue growth. So over time, you should see us driving a shift in mix from that transactional revenue of global knowledge to more recurring revenue subscription business.

Okay, makes sense. Thank you.

Our next question comes from the line of Robert Simmons with DA Davidson. Please proceed with your question.

Great. Thanks for taking our questions. So I was wondering, how much will Codecademy be integrated into the rest of your offerings near-term and then also long-term, I guess?

Sure. Well, the first step is to make Codecademy accessible within Precipio, and that will happen very quickly. Over time, we'll take some of that Codecademy content, and you'll see it in our subscription offerings within Skillsoft, And we'll create more blended offerings that include multiple modalities. But at the same time, we are very focused on upselling and cross-selling the Codecademy subscription product as it exists today. And that will be an important driver of Synergy this year and in the coming years.

Got it. That makes sense. And then with the change of the go-to-market to the portfolio selling motion, do you see any risk that you're going to kind of disrupt your sales students a little bit as they adjust to this new kind of approach and style? Or do you think that's already been pretty well tested and worked through the team and in your guidance?

I feel very good about the momentum that we're seeing in the business, the way that pipeline is developing for this year. And so I expect this to go very smoothly. We have a terrific team leading the transformation, and it's going really well.

Got it. Great. Oh, and can I take one more question? Given this is your first four-year guidance post-stack for the new year, I'm just wondering, you know, has there been any kind of change in the approach and process of building guidance, or how should we look at that going forward?

I guess this is a chance for me to chime in here, Robert. It's Gary. Yeah, I mean, when I give guidance, I like to just basically tell you what I know now at any point in time and just be very direct, not mess about and tell you where I think we're going to come out with all the knowledge I have. I really can't give you any more guidance than that.

That's perfect. Thank you.

Our next question comes from the line of William Caffour with Collier Securities. Please proceed with your question.

Hey, guys. Thanks for taking my questions. Maybe I missed it, but are you able to comment on what is assumed for new logo wins in the bookings guidance?

In the bookings – we haven't guided to new logo wins. We reported new logo wins. Was – I think 541 new logos in the year, something along those lines. It's in my earlier remarks.

Got it. Okay, great. And then I think in the past you mentioned that, you know, this kind of around four times net leverage was kind of the target leverage range kind of post a large acquisition period. Looking forward to this year, how are you thinking about priorities for additional M&A versus de-levering? Thanks.

Yeah, so good to talk to you, Will. So we're at about just below four times when we figure the code acquisition right now on a net basis. And obviously our priority right now is going to be de-levering. So I can't tell you how far we're going to get down in the near term, maybe half a term by the end of the year, but that will be our focus to bring it down.

Well, I think this is a great opportunity just for me to clarify that we've just done a large acquisition in Codecademy, our third acquisition of the year. We feel really good about our portfolio for the coming year, and we're very focused on integration. We're focused on operational execution against our our growth and EBITDA targets. And as Gary said, we're focused on delivering.

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

Hi. Good afternoon again. Congratulations on good results. I have a couple questions just following up on The comments just made on the net leverage four times. So you're thinking if this delevering happens by half a point, it happens primarily via free cash flow in the business, or perhaps is there any sort of consideration of sale of any assets?

No, that's just from deleverage from cash flows. Obviously, there's We're guiding the flat EBITDA, so it's not coming down through EBITDA growth, so it's cash paying down.

Got it. Got it. And then, again, I think you just kind of addressed this question, but if I could kind of touch upon it again, which is that do you think you were missing any content on Precipio, you know, at some point? you have enough content to engage and retain clients with. So I guess I heard, Jeff, you say that you're good with your portfolio. Now it's all about integration.

Well, I feel great about our content. But keep in mind, we are continuously investing and creating new content. And we also have a major initiative to partner with others in the industry and make their content available to our enterprise customers. And that makes for a stickier product, and it also is a contributor to revenue growth. So this is a never-ending journey, and in many ways, while we believe that we're the most competitive when it comes to content quality and breadth and depth, we're just getting started.

Great. And then are you – I know the growth in terms of Percipio Plus dual deployment – Are you satisfied with and can you guide any on growth or adoption on the Precipio platform itself? Is there a low single-digit, a mid-single-digit expectation?

Well, in terms of Precipio itself, first of all, we've made great progress on the migration. At 90% migration today, we feel really good about where we are. We've made some major steps in removing the hard gates to largely completing the migration. That's the FedRAMP certification and the Workday integration. We're also mindful of the fact that we have some customers that have deeply integrated Skillport into their infrastructure. These are very sticky customers, and we may end up giving them a little longer to migrate. Obviously, we'll get paid for that, and we believe that Those remaining customers, as we get towards the end, are very sticky, strong relationships. They've been with us, in some cases, for more than a decade. In terms of growth of Percipio, we feel great about how the Percipio and the overall Skillsoft content business pipeline is shaping up. And so we expect that to continue to drive strong growth and to drive improving growth in the business as we get into the coming year.

Great. Then just last question on the EBITDA guidance for this year's flat. And that would, should we assume that, I know you pointed to a 20 million loss on Code Academy. Should we assume any improvement in that during this year? And I know that you pointed to a breakeven next year. So should we assume there is any improvement in EBITDA losses for Code Academy this year and or is, you know, there's going to be a $20 million increase, I guess, on the core business.

Yeah. Yeah. No, go ahead. Is that it? Yeah, that's it. Okay. Okay. So, yeah, there is a bridge in the supplement that kind of guides you through from, you know, where we are today to how we get to that number, and the expectation is, yes, that's In this year, it will go down from $20 million. It'll be approximately half of that.

Let me just add to it. While the EBITDA guidance is flat, I'm pleased with the progression that I'm seeing. The core business, actually, we are guiding to, in the core business, EBITDA margin improvement. And that's despite the fact that we still have headwind from public company costs, like everybody in the industry works. We're facing some wage inflation that is coming at us that wasn't in our original models. And yet, despite all that, the core business is strengthening. And with the Codecademy business, while it's still in investment mode, we're cutting that investment in half from where it was last year. And we expect to take that to break even next year. Once we have all this behind us, as Gary pointed out, we should be back on track delivering the kind of margin expansion and EBITDA growth that shareholders expect from us.

Great. And then does your guidance on revenue on the top line assume any sort of cross-selling into the tech and dev subscriber base that you were talking about, the 20 million? Does that assume any sort of 1% or a few percent cross-sell into your revenue guidance? Yes, it does.

It does assume cross-sell into our customer base. As I indicated, I would consider 1% penetration of that $20 million to be reasonable success for year one, and hopefully we'll do better than that, but I think that's a good starting point.

Got it. Very good. Thank you for answering my questions. I'll get back to you. Of course. Thank you.

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

Thank you all for joining us today. I just want you to know our team is laser focused on the successful integration of Codecademy, operational execution against our growth and EBITDA targets that we share today, and delevering. We appreciate your support as we wrap up this first year as a public company, and we're looking forward to updating you on our continued progress. Thank you.

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