Skillsoft Corp.

Thank you for standing by, and welcome to Skillsoft's second quarter fiscal 2025 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 will now hand the call over to your first speaker, Stephen Poe, Investor Relations. Thank you. Please go ahead.

Thank you, operator. Good day and thank you for joining us to discuss our results for the second quarter ended July 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 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 or information which speak as of their 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. A reconciliation of the non-GAAP financial measures included in today's commentary to the most directly comparable GAAP financial measures, as well as how we define these metrics, is included in our earnings press release, which has been furnished to the SEC and is also available on our website at www.skillscop.com. Following today's prepared remarks, Ron Hovsepian, Gilsoft's Executive Chair and Chief Executive Officer, and Rich Walker, Gilsoft's Chief Financial Officer, will be available for Q&A. With that, it's my pleasure to turn the call over to Ron.

Good afternoon, everyone. I appreciate you joining us today to discuss our fiscal second quarter. Our performance on the top line and on adjusted EBITDA were in line with our expectations for the quarter. Our leadership team remains fully engaged in the considerable work to operationalize our targets. However, we've made notable progress, and I'm encouraged by the early signs of operational execution. Most of our initiatives planning took place late in the second quarter, and we expect to see the benefit in future periods. As we outlined during our July 2024 Investor Day, our strategy is centered around two fundamental principles. Fix the Basics, and Invest to Grow. These strategies have been carefully crafted to strengthen our core operations while strategically channeling resources into areas with significant growth opportunities. More specifically, our Fix the Basics strategy is focused on how we can improve internal operations and our go-to-market strategies to better serve our customers, specifically by transitioning to a dual business unit structure. This structure aligns us more closely with our customer needs and allows us to reallocate a portion of the $45 million expense reduction to support our growth initiatives. By executing on these foundational improvements, we are positioning ourselves to achieve profitable growth in the next fiscal year. Let me share more details on where we stand in implementing these strategies. We have fully operationalized our new business unit structure and are making progress in breaking out business unit detailed financials. We've moved away from our functionally driven model and transitioned to a structure where two general managers now lead their respective units with clear accountability and P&L responsibility. This brings decision-making closer to our customers and markets and is already driving improved outcomes, aligning our corporate support functions more efficiently as well. Said differently, this structure is better for our customers and better for our company. Early indicators show that this transition is laying a strong foundation for the next phase of our journey. To accelerate our efforts, we've hired three key positions that are critical to Fix the Basics. First, we've hired a chief transformation officer who will oversee and guide the execution of our operational plan, working closely with functional leaders across the organization. Next, we've hired a chief analytics officer who will drive the implementation of our enhanced performance management systems, a key initiative in our Fix the Basics strategy. This role is crucial to measuring our performance against key operational metrics, surfacing actionable insights, and enhancing our data-driven decision-making. Last, we've added a Senior Vice President of Sales to help strengthen our discipline and execution of our sales strategy in North America. Alongside these operational adjustments, our reallocation efforts include a revised resource allocation framework to ensure the prioritization and the funding of our key value drivers that align with our long-term objectives. We are now nearing completion of our operational plan and look forward to sharing more about our progress. This level of focus and discipline will serve as the foundation for the next steps in our journey. As we work towards becoming the number one global talent skills champion for both organizations and learners, we're not just making temporary fixes. We're reshaping the company for sustainable long-term success. At our investor day, we laid out our goals of growing at or above market rates while building and maintaining an industry-leading financial profile. While it is still early days, we remain committed to the plans we laid out back in July. We are seeing early validations, particularly through customer wins and product innovation. Recently, we delivered a scalable multilingual solution for a global professional services firm that empowers over 700,000 employees. By integrating our offerings seamlessly with their existing HR systems, we will help them achieve their workforce transformation goals while also consolidating their learner partner costs. This is a splendid example of how we're delivering value at scale. We also reconnected with a key customer in the cybersecurity sector. After facing challenges with other providers, they came back to us, recognizing the unmatched learner and administrator experience we provide. This renewed relationship is already enhancing customer satisfaction and accelerating go-to-market efforts. In addition, we've regained the trust of a major financial services institution by delivering a modernized comprehensive learner experience tailored to their needs. This engagement not only facilitates the reskilling and upskilling of their workforce, but will empower their leadership team by introducing the talent skills champion. The renewed commitment is already fostering a culture of adaptive, customer-centric innovation. As part of our ongoing focus on partners and driving innovation, we're excited about our collaboration with Microsoft. Our partnership, along with the launch of AI Accelerator Program, positions Skillsoft to lead large-scale AI transformation amongst talent champions. This is just the first of many AI learning experiences we'll offer, helping everyone from end users to business leaders and AI developers gain the skills they need to thrive in the age of AI. We're also pushing the boundaries of AI-led learning experiences with exciting new releases, TDS learner offering Codecademy now features an AI assistant that offers AI driven hints during the coding practice. And we've also launched KC4U, which allows companies to customize AI simulations to align with their values and needs for more tailored training. Examples of our customers and partners like this give me confidence that the strategies we've implemented and the value drivers we're focusing on are resonating with our customers and starting to deliver tangible results. To help guide our journey, we welcome three new directors to our board. Each brings a wealth of experience and fresh perspective that will be invaluable as we continue delivering on our strategic priorities. These appointments reflect our commitment to continuing the company's advancement towards shareholder value creation. We'll continue to provide regular updates on our progress, and we're confident that our strategic initiatives will yield positive results in the coming quarters. With that, let me now hand the call over to Rich to cover our financial results in more detail. Rich?

Thank you, Ron, and thank you everyone for joining today's call. As Ron shared in his opening comments, it was an active quarter for the company as we pushed ahead on our journey to pivoting to consistent top-line growth in all areas of the business. In light of the significant changes we've implemented in the quarter, I am pleased we delivered total company revenue in line with the expectations we outlined at Investor Day. our longer term goal remains unchanged to grow at or above market rates. Continued expense discipline across the company drove improved adjusted EBITDA and margin expansion year over year. From a timing perspective, it is important to note the resource reallocation efforts we articulated at investor day. had only a minimal impact on Q2 financial results as we didn't begin implementation of those actions until early August, following the quarter end. Consistent with our strategy, we are self-funding the important investments to fix the basics and activate key value drivers that Ron outlined in his comments. These investments are essential for setting a durable foundation for sustainable growth, and we look forward to updating you on continued progress in the coming quarters as their impact will become more evident. From an internal management reporting perspective, we made good progress on building out our dual business unit financial reporting structure. Another step in our journey that we shared at Investor Day. This level of business unit performance at nearly a fully allocated expense level is essential to aligning our resources with our most profitable opportunities, driving improved efficiencies at the most fundamental level and improving overall company financial performance. This exercise has allowed us to inspect every dollar of our shared services spend, better design allocation methodologies between the business units, and drive decision-making and P&L stewardship deeper into the organization. We're excited about the visibility we are creating and look forward to sharing additional details for each business unit, including contribution margins. on our year-end call, where we will have validated comparability to prior periods for external reporting. Turning now to a review of our financial results, starting with revenue. Talent Development Solutions, formerly known as Content and Platform Revenue, of $102 million was down 1% year over year, primarily due to tighter budgets, and the timing on some of our larger in-quarter renewals and upgrades, and softer consumer subscription performance. Our LTM dollar retention rate, or DRR, was approximately 98% in the quarter, compared to approximately 101% in Q2 of last year. The decrease was driven almost entirely by budget constraints at some of our public sector customers and some ongoing disruption created by our transitioning SMB customer success in-house. We are monitoring these situations, but we believe these are one time and fit within the annual cycle of this business. Global knowledge, formerly known as instructor-led training revenue of $31 million, was down 20% year over year, which includes an approximately 3% impact from the exit of our apprenticeship business in the United Kingdom in the second half of last year. Revenue in the quarter was impacted by a soft Q1 and a slow start in Q2, as well as weaker demand trends that we've discussed on previous calls. Darren has completed his initial review of our core operations, business capabilities, talent and operating model, and has validated his initial beliefs around the significant opportunity that lies ahead. The entire team is now focused on the operational plan to fix the basics, which will contribute to overall company growth in FY26. Total company revenue of $132 million was down 6% year over year. Walking through expenses, cost of revenue of $32 million or 24% of revenue was favorably down 19% year over year. primarily due to cost savings from consolidation of our facilities and lower instructor and courseware costs related to lower revenue in the global knowledge segment. Content and software development expenses of $14 million, or 11% of revenue, were favorably down 10% year over year, primarily due to lower headcount, lower stock-based compensation, and the consolidation of our facilities. Selling and marketing expenses of $40 million, or 30% of revenue, were favorably down 2% year over year, primarily due to proactive reductions in paid media, T&E, and third-party spend. General and administrative expenses of $18 million, or 14% of revenue, were down 8% year over year, primarily due to cost savings from the consolidation of facilities and lower insurance costs. Total company operating expenses were $104 million, or 79% of revenue, and were favorably down $12 million, or 10% year over year. Despite 6% less revenue from the prior year period, adjusted EBITDA was $28 million or 21% of revenue compared to $25 million and 18% of revenue in the prior year. Continued expense discipline drove 12% growth and 300 basis points of margin improvement in our primary profit metric, adjusted EBITDA. Gap net loss of $40 million compared to gap net loss of $32 million in the prior year. Gap net loss per share of $4.84 compared to gap net loss per share of $4 in the prior year. Adjusted net loss of $20 million improved from adjusted net loss of $30 million in the prior year. Adjusted net loss per share of $2.40 improved from adjusted net loss per share of $3.68 in the prior year. Moving to cash flow and balance sheet highlights. As we highlighted at Investor Day, our unrelenting focus is on improving our free cash flow profile and getting the company to generate positive free cash flow as soon as possible. To that end, I have consolidated all elements of cash flow management under our chief accounting officer, creating a tighter interlock between accounting, finance, and treasury. As we've highlighted previously, the talent development solutions business segment has pronounced cash flow seasonality throughout the fiscal year. Specifically, given that 40 to 45% of annual bookings occur in the fourth quarter, we typically generate positive free cash flow in Q4 and Q1 as we collect on seasonally higher customer invoicing activities. Alternatively, Q2 and Q3 typically consume cash. Beginning this quarter, we believe it will be insightful for investors to understand how free cash flow is impacted by the various restructuring or one-time transformation charges that are excluded from our adjusted EBITDA. These investments are essential to our transformation journey, and we believe this metric will bring improved transparency to measuring our progress against our free cash flow objectives. In addition to free cash flow, we will begin to report adjusted free cash flow, adding back the impact of restructuring or one-time transformation charges. For the six months ending in the second quarter, we generated $3.5 million in cash flow from operations and invested $9.2 million in capital expenditures and capitalized internally developed software, resulting in negative free cash flow of $5.7 million, an improvement of $1.7 million, or 23% from the prior year period. Year-over-year improvement was driven by $4 million less in cash taxes, which was partially offset by changes in working capital. Adjusting for the cash impact of restructuring charges in this six-month period of $7.1 million, we generated positive adjusted free cash flow of $1.4 million, an improvement of $1 million from the prior year period. As I noted previously, we didn't begin implementation of the resource reallocation initiatives until early August following the quarter end. The impact of free cash flow from those actions will be primarily realized in the third quarter with some modest additional impact in the fourth quarter. Cash and cash equivalents and restricted cash was $130 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 $492 million, up from approximately $476 million in the first quarter. Before we turn the call over to questions, I want to comment on our outlook for the full year. we are reaffirming the outlook ranges we provided on July 11th at Investor Day, which called for full year revenue of $510 million to $525 million and adjusted EBITDA of $105 million to $110 million. Additionally, we expect free cash flow for the full year to be approximately negative $15 million inclusive of the full year impact of the restructuring or one-time transformation charges that we are incurring in our journey to pivoting to consistent top line growth in all areas of the business. With that, operator, please open the call for questions, and then Ron will be back for some closing comments.

Thank you. We'll now be conducting a question and answer session. If you would like to ask your 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 key. One moment, please, while we call for questions. Thank you. Our first question is from Ken Wong with Oppenheimer & Company. Please proceed with your questions.

Great. Thank you for taking my question. Ron, the first one's for you. You mentioned three new hires. When we think about the operational changes you're trying to put in place, would you say that you have all the executives in place now to implement that plan? And then considering it just rolled out in Q3, would Q3 be too early to get a read on how things are going, or are we going to have to wait until the end of the fiscal year?

Hey, Ken, how are you? It's Ron. Thank you for the questions. In terms of the three new hires that I highlighted there, I think that helps us get the team on the ground at the most senior level that we need in the company to execute the things we talked about at Investor Day and beyond. And in terms of timing, I look forward to giving you a proper update on the next call. And I believe we will have some early directional returns at a minimum to share with you.

Okay, perfect. And Rich, just a quick one on cash flow. Considering the impact of the implementations don't kick in until 3Q, is that the quarter where you would assume that free cash flow will trough? And then I guess to the extent that you have any quantification and any rough sense of what the potential headwinds from the implementation costs might be?

Yeah. A couple of comments unpacking it. In the quarter itself, as you said, Ken, there were no impacts to the realized financials. What we enjoyed in EBITDA and margin expansion is just further validation of our continuous managing our expense base. So in the second half of this year, we're going to get the benefit of the expense actions that we've identified We'll be concurrently redeploying a lot of that resource to both fixing the basics and investing to grow. And reaffirming our full year guidance kind of gives you the context around those pieces and how they come together. We've done $47 million of EBITDA in the first half of the year between the two quarters and reaffirming our guidance. What we had said publicly around reinvestment is as much as 40 to 50% of that resource were funding capability will go back into the business. And as Ron said, we look forward to giving you updates on the next call where we're deploying that capital.

Okay, great. Thanks a lot, guys. Thanks, Ken.

Thank you. Our next question is from Rob Sharma with B Riley securities. Please proceed with your question.

I, uh, thank you for taking my questions. I, um, have two, the first is, uh, the clock and the, the, the declines as a percentage of sales. Um, and you are these re this cost and restructuring or these, um, are these a reduction of the excess cost base or is this an alignment of the cost structure to a lower potential sales level in the industry? You know, if there's a structural decline that you're foreseeing in the talent and development solutions business, and also if you could comment on the global knowledge turnaround and how that is going, the declines are still there. year-on-year, sort of a similar level to last quarter.

Great. This is Ron. Ron, how are you? Good. Thank you. To your three questions, I'll take the last two on the TDS and the GK question, and I'll let Rich address the cost structure piece of it. So that is no indication, quite the opposite of what we see for the potential in TDS. We do anticipate and had projected to you the opportunity in front of us in TDS in creating more of these talent champions, as we referred to them in shorthand. These are customers that are addressing very complex issues in their organizations, and this allows us to see growth there. And we see the market data that we're looking at shows continued growth in those spaces. Even with the shifts within the $400 billion of spending across all categories in this space, the ones that we're selecting can range from growth anywhere from a low of about 7% to a high of 13% or 14% in smaller subsegments. So again, these are the subsegments within that number. So we see growth in where we're going, and that's what we've focused on from a TDS perspective. So you shouldn't read any indication of a cyclical or a market cycle happening there from our perspective. On the GK piece of it, very specifically on that piece of it, this is really just letting Darren get ramped up and get the team going. And I look forward to really reporting where we are progressing in that business in the next quarter. But from a structural perspective, that market is still growing, albeit at a slower rate. That particular one is at the lower end of the growth rate. And as a subsegment, it's shifting from being an in-classroom to virtual. What's exciting that we see, though, is the marriage of that virtual piece is part of the blended learning journeys as part of multimodal approach that we see happening inside the market. And that's what customers are demanding more of is that blended learning journey. So we really do see the opportunity to get that business corrected And I think we'll talk about it in more detail in these up and coming calls. So again, that one, I think it's just a little early to get into any of the early returns there. I will say I do see, I do know of one situation that I just described to you where it's bringing both of the pieces together at a customer where we won over in Europe. And it was really great to see what that impact really could be as an example of the two businesses working together as a go-forward piece of what's happening inside the company. So I'm excited about what I'm seeing in that example where they're bringing the parts together, where the courseware fit in with TDS content, and then we're bringing BRINGING ALL THE PIECES TOGETHER WITH EVEN CODE ACADEMY AS PART OF THAT LEARNER JOURNEY. SO WE'RE SEEING THAT, THOSE VERY, VERY EARLY MOMENTS OF IT RIGHT NOW. THANK YOU.

AND ON THE EXPENSIVE PIECE, I WOULD SAY COST TO REVENUE, AS YOU IDENTIFIED INITIALLY, YES. IN THAT CASE, AS GK'S REVENUE BASE SHRUNK IN THE QUARTER ON A COMPARATIVE BASIS YEAR OVER YEAR, the most significant cost of revenue for GK is both instructor and our coursework costs. So as that revenue has declined, we benefited from lower expenses in those areas. All other areas of the expense discipline are where we're taking proactive measures to prioritize where we're spending, where we're deploying resource. It is a big, global growing market. And our longer term objective is to grow at the market and ultimately above market. And this exercise is to make sure that we're investing for those growth initiatives that we see in front of us. And right-sizing the company for the opportunity we're managing against in the near term. Our enthusiasm for the market and the opportunities for us in it is not changed. We're just being good stewards of our financial resources to prioritize and align to that growth.

Great. Thank you.

Thank you for the call.

I'll take it offline. Thank you.

Okay, Raj. Thank you.

Thank you. There are no further questions at this time. I would like to hand the floor back over to Ron Hovsepian for any closing comments.

Great. Thank you, operator. And thank you all for joining. As Rich highlighted, we reaffirmed the guidance that we gave you for year end. And I think the importance of understanding that is we do look at this business on an annual basis and a quarterly basis as we report it. And our confidence was reaffirmed as part of that journey over the last 90 days. And I feel very good about the early things that I'm seeing inside the business, like that example I just shared with you, where we're seeing the pieces begin to work better across the business. And we saw a number of opportunities that were generated because of the business unit structure, the two business units, and the full focus that it brings to the company. So I look forward to sharing more of those examples with you. as time goes on, and we'll talk more about the details of the execution and the milestones that we had set with you as part of our journey. So thank you all very much, and stay tuned and talk soon. Thank you.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.