Skillsoft Corp.

Thank you for standing by, and welcome to Skillsoft's third 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 would now like to hand the conference over to your first speaker today, 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 third quarter ended October 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 our 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 and therefore are subject to risks and uncertainties that could cause actual results to differ materially. For a discussion of the material risks and other important factors that could affect our actual results, we refer you to our most recent Form 10-K filing with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statements 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.skillsoft.com. Following today's prepared remarks, Ron Hovsupian, Skillsoft's Executive Chair and Chief Executive Officer, and Rich Walker, Skillsoft's Chief Financial Officer, will be available for Q&A. With that, it's my pleasure to turn the call over to Ron.

Thanks, Stephen. Good afternoon, and thank you for joining us. I am pleased with our fiscal third quarter results, which demonstrate the real progress we are making on the transformation plan we laid out earlier this year. As a reminder, our transformation strategy focuses on two key principles. Fix the Basics and Invest to Grow. Fix the Basics aims to improve operational execution for growth and margin expansion. Invest to Grow reallocates resources strategically to achieve above market growth rates. As we work towards becoming the number one talent development partner for both organizations and learners, our near-term commitments include the following. driving at least 45 million in annualized expense reductions this fiscal year on a run rate basis, with 40 to 50% of these savings being invested back into the business, returning to top line growth and continued margin expansion in fiscal year 2026, and generating positive free cash flow for the full fiscal year 2026. Putting it all together, we expect to deliver above market growth and deliver a leading financial profile in the coming years. Let me update you on our progress and action so far. We've implemented the new business unit structure with two general managers now accountable for their business unit performances. We're making quicker decisions closer to the customer and markets and early results are promising. We were able to do this while staying on track with our resource allocation efforts, and we are seeing customer validation of our strategy. During the quarter, we delivered key new customer wins, including a successful customer upgrade solution that was fueled by Skillsoft's AI Accelerator program. NTT Data, a global business and technology services organization, set out on a journey to build a curricula to upskill their global leaders, frontline teams, consultants, and more in AI. Understanding AI technology was only half the story. They were determined to get ahead of the curve to better serve their clients. Leveraging our investment in AI training resources, the Skillsoft's European team and North American team Teams collaborated with the global NTT data talent development teams on a role-based solution with tiered learning programs from beginner to expert. The Microsoft AI program powered by Skillsoft helped as our proof point and our expertise in this area. Skillsoft also secured a seven-figure multi-year deal with a top 30 global brand in media and entertainment. With over 200,000 employees, the company is in a transformation to become a skills-based organization, and Skillsoft will assist with a skill strategy, skill measurements, and a customized AI role-play simulations, which we refer to as CASEY. These are two examples of customers that are working with Skillsoft to achieve workforce transformation and create analytics to inform workforce planning along with the talent development lifecycle. Now I would like to give an update on some of our product innovations and go-to-market improvements. In the TDS business unit that serves the individual learner and the organization, we have delivered four new innovations to the market. First, AI Coaching Assistant. Helps leaders develop a personalized coaching plan. The average time to complete a coaching plan decreased from 13 days to just three days, a 77% reduction. Skillsoft launched two AI assistants to personalize the learning experience. One curates learning in response to questions across our organizational platform, Precipio, and the other helps teach the learner how to code on our learner tool set, Codecademy. Third, we introduced the new compliance suite that simplifies the process of managing a compliance cycle and improves the user experience. This change resulted in a 48% increase in Net Promoter Score, which will aid in improving our retention. Finally, we introduced new end-to-end certification paths, both on our organizational platform, Precipio, and our learner platform, Codecademy that guide learners end-to-end in getting a globally recognized certification from companies like AWS, Microsoft, and many others. Skillsoft helps learners prepare for 90 different certification programs. In the Global Knowledge Business Unit, where we deliver interactive learning experiences virtually or physically, we moved the go-to-market resources to a more regionally focused model. This new approach aided in the stabilization as demonstrated by the sequential revenue improvement. Under the new general manager's focused leadership, the year-over-year decline in GK revenue improved to a 10% drop as compared to a 20% drop in the previous two quarters. So overall, our execution in Q3 continues to grow my confidence in the business. We delivered two critical proof points in this quarter. First, we delivered positive free cash flow. Secondly, we demonstrated go to market improvement in GK. Therefore, we are raising and tightening our fiscal year 25 revenue guidance range. In closing, while we still have much more to do, the actions taken to realign our organization are taking hold and are evident in our financial results. We made significant strides forward this quarter. With that said, let me now hand the call over to Rich to cover our financial results in more detail.

Rich? Thanks, Ron. Welcome, everyone, and thanks for joining today. As Ron shared in his opening comments, it was a notable quarter for Skillsoft as we executed across all facets of our transformation plan. which benefited our financial results and allows us to continue allocating resources to drive our future growth. While our transformation journey will span multiple quarters, I am pleased that we delivered revenue ahead of our expectations, improved profitability, and delivered strong free cash flow performance. Turning now to a detailed review of our financial results, starting with revenue. Talent Development Solutions, or TDS, revenue of $103 million was up 2% year over year, primarily due to our efforts to capitalize on the market shift from learning and skills to talent development. Our LTM dollar retention rate, or DRR, for Q3 stayed flat sequentially with the second quarter at 98%, compared to approximately 101% in Q3 of last year. The year-over-year decrease was primarily the result of two elements, softness in our coaching and compliance product offerings. We are addressing the challenges in coaching through a revised product and pricing approach, where we are moving to a subscription model and away from a seat licensing model. In our compliance area, as Ron mentioned earlier, we recently released our new integrated compliance platform that we expect to have a near-term impact on our retention rates going forward. I am confident we understand the challenges, have identified the proper action plans, and have sufficient resources dedicated to improving the trend line. Our full-year outlook is aligned to the current trends and our efforts to improve on this critical metric, and it remains one of our highest strategic priorities moving into Q4. Global knowledge revenue of $34 million was down approximately $4 million, or 10% year over year. As Ron commented earlier, GK made good sequential progress in stemming the rate of revenue declines. Importantly, GK over-delivered with respect to our internal expectations for the third quarter. This is an important first step for the GK business unit on their transformation journey. Total revenue of $137 million was down approximately $2 million or 1% year over year. Walking through our expenses, cost of revenue of $34 million or 25% of revenue was favorably down 6% year over year, primarily due to the cost savings from resource reallocation actions. Content and software development expenses of $14 million, or 10% of revenue, were favorably down 4% year over year, primarily due to resource reallocation actions. Selling and marketing expenses of $38 million, or 28% of revenue, were favorably down 9% year over year, primarily due to resource reallocation actions. General and administrative expenses of $19 million or 14% of revenue increased by $3 million or 17% year over year. While we made continued progress on resource reallocation actions and discipline cost management, one-time costs related to the CEO employment agreement signed in September and targeted retention awards for critical roles offset those actions. Additionally, there was no short-term incentive award accrual in the prior year period. Total operating expenses were $105 million or 77% of revenue and were favorably down $4 million or 4% year over year. Similar to last quarter, despite a lower revenue base compared to the prior year period, we delivered higher profitability. Adjusted EBITDA of $32 million or 23% of revenue was up $2 million compared to the $30 million or 22% margin profile one year ago. Continued expense discipline drove 6% growth and 150 basis points of margin improvement in our primary profit metric, adjusted EBITDA. Gap net loss was $24 million compared to gap net loss of $28 million in the prior year. Gap net loss per share of $2.86 compared to gap net loss per share of $3.45 in the prior year. Adjusted net loss of $15 million improved from adjusted net loss of $23 million in the prior year. Adjusted net loss per share of $1.82 improved from adjusted net loss per share of $2.82 in the prior year. Moving to cash flow and balance sheet highlights. A critical focus is improving our free cash flow profile and getting the company to generate consistent, positive free cash flow as soon as possible. As a reminder, the second and third quarters have historically consumed cash. However, as Ron already mentioned, we delivered positive free cash flow in the third quarter of $4 million. The improvement was driven primarily by disciplined collections management. Improved performance management systems have led to the introduction of centralized metrics and dashboards. The resulting impact is enhanced end-to-end alignment between our collections and customer-facing organizations. I am pleased with the progress we made in the third quarter and confident we will maintain this level of collections efficiency going forward. For the nine months ended in the third quarter, we generated $12.2 million in cash flow from operations and invested $13.8 million in capital expenditures and capitalized internally developed software, resulting in negative free cash flow of $1.6 million, an improvement of $18.9 million from the prior year period. As we introduced to you last quarter, the non-recurring costs associated with our transformation of the business have had a material impact on free cash flow of the company. But we're essential to aligning our cost structures, integrating systems and operations, and creating the capacity to self-fund our growth investment initiatives. Those costs were particularly acute in the third quarter as we implemented our resource reallocation plans. Accordingly, adjusting for the cash impact of restructuring charges in this nine-month period of $17.2 million, we generated positive adjusted free cash flow of $15.6 million, an improvement of $26 million compared to the prior year period. Our adjusted EBITDA to adjusted free cash flow conversion was 20% for the nine-month period. We will continue to aggressively manage this metric. Additionally, we successfully renegotiated the terms and extended the maturity of our $75 million accounts receivable facility, which was due to expire at the end of December this year. We lowered our SOFR spread by 50 basis points, lowered our minimum draw requirements from $10 million to $1 million, and enhanced the administrative flexibility of monthly borrowing and repayment provisions. As we progress to consistent free cash flow generation, we can begin to use the facility more like a revolver to smooth out cash cycles in the business. Finally, the maturity of the facility was extended to FY29 to align with the term loan B maturity. As a result of these actions, we closed the quarter maintaining a healthy balance sheet and a strong cash and liquidity position. Cash, cash equivalents, and restricted cash was $102 million. Total gross debt which includes borrowings on our term loan and accounts receivable facility, was $591 million at the end of Q3, down from approximately $622 million at the end of Q2. Year to date in FY25, we have lowered our gross debt leverage profile from six times to 5.5 times. More specifically, as we saw improved cash flow in the quarter, we lowered borrowings on our accounts receivable facility. Total net debt, which includes borrowings on our term loan and accounts receivable facility, net of cash, cash equivalents, and restricted cash was approximately $489 million, down from approximately $492 million at the end of the fiscal second quarter. Turning to our outlook for the full year, given our strong revenue execution in Q3, primarily from global knowledge, and the progress we are making in our transformation journey, we are now raising and tightening our full year revenue guidance range. We now expect revenue of $520 million to $530 million for the full year fiscal 25. As you know from Investor Day, global knowledge revenue has a slightly lower profit margin profile than the TDS segment. Additionally, our improved revenue performance will drive additional accruals to our short-term incentive plans, a critical element of our overall compensation and retention philosophy. As a result of these two factors, we are reaffirming our adjusted EBITDA outlook of $105 million to $110 million. We have made significant progress in our resource reallocation efforts and the one-time costs associated with those actions, which impact free cash flow but not our adjusted EBITDA. These costs were well managed and actually came in below initial estimates. Additionally, as a result of the important progress we made in working capital management and collections, we now expect to be at or near break-even free cash flow for the full fiscal year. With that, operator, please open up the call to questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star zero on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press star two if you would 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. One moment, please, while we poll for questions. Thank you. Our first question comes from the line of Ken Wong with Oppenheimer. Please proceed.

Great. Thanks for taking my question. Ron, I wanted to touch on the GK stabilization. Sounds like the new GM regional sales model is starting to work, but, you know, besides kind of this one early data point, are there any other proof points that you saw within the quarter that gives you confidence that we may be finally turning the corner on this business?

Hey, good to hear your voice and thank you for the question. The answer is, yeah, there were a lot of singles and doubles hit, not a home run in terms of one transaction. So when you look underneath the transaction base of what the team did and what they delivered, it had two attributes, the range and size of the transactions, but then the second part was also it built momentum throughout the quarter as well. So to me, those are really two big important pieces of what we want to accomplish there. On the product side of it, we received Partner of the Year from a number of prestigious companies and organizations, CompTIA in particular, and the EC, the European Council, were two of the big ones. But then you get to the countries, you get Cisco, you get Palo Alto Networks, you get a number of those players associated with that as part of it. So I see the right signals, but it's one quarter, as I told the team, and we need to continue to work uh work really hard at the way the way we are and it's i wouldn't say we're there yet in any way shape or form but i sure feel very good about that first quarter that they put together got it perfect uh and then rich i just wanted to follow up on the you mentioned for the coaching and compliance

A little bit of headwinds there, but you're also changing the way you guys license that product. Any potential additional headwinds we should be thinking about, whether it's further erosion of the business or just some sort of a transition, you know, some transition uncertainties, some transition risks that could come about as you try to move customers to the new model?

Yeah, you captured it, Ken. Yeah. No change sequentially from the second quarter. It is always best to look at it on an LTM basis. So still at about 98, 300 basis points different from the prior year. Some context within that, our large accounts, our largest customers are at about 105%. Obviously, mid-market and SMB have a very different DRR profile. The softness in coaching and compliance together explain most things. of that delta on a year over year basis. Quickly on coaching, that is where we're moving from a subscription away from a seat license model into a subscription model. We think that will allow customers to utilize the coaching more consistently than just more of a programmatic push from their HR teams. On the compliance side, as you alluded to, we think that platform is going to be much improved experience for customers. We saw almost a 48% increase in NPS for those customers that have migrated. All of those activities remain a strategic priority as we go into the fourth quarter. But feel that we're aware of where the challenges are, and we've got the right resources focused on improving those trend lines.

Okay, perfect. Thanks a lot, guys. Thank you.

Thank you. If anyone else has any additional questions, please press star 1 at this time. All right. I'm not seeing any questions. I would like to pass the call back over to Ron for closing remarks.

Great. Thank you, Operator, and thank you, everyone, for joining us. Just in closing for this quarter, our actions in this quarter really, really helped drive the reduction in the cost structure and the expansion in the margins, which really is allowing us to reposition the company for the bigger growth initiatives and fund them appropriately while returning value to the shareholders. I feel very good about where we are with that reallocation expense targets. I feel that the appropriate notableness of what we see inside of GK's overall performance is a very good first step in my language. And I'm excited about where it could go. Confident we're building a very strong, financially sound business right now. And you're just seeing that very first return against that work. We have a very clear roadmap also for strong free cash flow generation as we continue to look at this quarter by quarter. And I look forward to sharing the progress with you after our Q4 performance. So thank you all very much for joining today.

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