Cengage Learning Holdings II, Inc.

Greetings. Welcome to the Cengage Group Fiscal 2023 Fourth Quarter and Full Year Ended March 31st, 2023 Investor Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Richard Weiss, Treasurer at Cengage Group. You may begin.

Good morning, and welcome to Cengage Group's fiscal 2023 fourth quarter and full year investor update. Joining me on the call are Michael Hansen, Chief Executive Officer, and Bob Monroe, Chief Financial Officer. A copy of the slide presentation for today's call has been posted to the company's website at cengagegroup.com forward slash investors. The following discussion contains forward-looking statements within the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements can be identified by words such as believe, expect, may, will, estimate, likely, and similar words, and are neither historical facts nor assurances of future performance, and relate to future results and events, and they are based on Cengage Group's current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict, and many of which are outside of our control. Many factors could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. You should consider such factors, many of which are subject to the risks and uncertainties discussed in the slide presentation, which accompanies this call. And in the risk factor section of our fiscal 2022 annual report for the year ended March 31st, 2022, as may be updated by our quarterly reports for the fiscal year 2023. The company's fiscal 2023 annual report will be posted shortly. Any forward-looking statement made in this presentation is based on currently available information. The company disclaims any obligation to publicly update or revise any forward-looking statements except as required by law. On today's call, And in our slide presentation, we will refer to certain non-GAAP financial measures. Definitions and the rationale for using these measures and reconciliations of each to its most directly comparable GAAP financial measure are provided in the appendix to the slide presentation. I'll now turn the call over to Michael for an update on the business, followed by Bob, who will take you through the fourth quarter and full year details. before we open the call for questions. Michael?

Good morning, everyone, and thank you for joining us for our fourth quarter and full fiscal year 2023 update. I am pleased to share that we successfully closed the books on a strong year. We exceeded our guidance of mid-single digit revenue growth and expanding ELPP. Our cash revenue of 1.476 billion for the fiscal year exceeded the range we provided of 1.455 to 1.47. Similarly, we are pleased to share that our fiscal year 23 ELPP of 351 million is higher than the 345 to 350 million guidance range we provided. All in all, We are extremely proud of our second consecutive year of both revenue and profitability growth. We are reporting full-year growth across all business units. Cengage Work and Cengage Select both grew adjusted cash revenue by 13% on a pro forma basis. Cengage Academic's strong fourth quarter led to a 1% year-over-year increase in revenues. It is also worth highlighting that for the year Cengage Academic grew adjusted cash ELPP by 4%, underpinned by over $20 million of annualized cost savings and operating efficiencies as we successfully integrated our US and international higher education and secondary businesses. Looking across our business, there were a number of standout performances led by ELT with 45% growth in adjusted cash revenues, while secondary grew 23% year over year, and add to goal grew 17%. Coming off a strong fourth quarter, we have great momentum going into fiscal year 24. Building on the fiscal 23 success in the state Florida math adoption, where we estimated we won over 25% share, we have recently secured significant wins in both open territory and state adoptions in our secondary business due to our focus on core middle and high school disciplines. While the overall state adoption opportunity is lower in fiscal 24, the balanced performance of our state adoption wins in Florida social studies, and Tennessee math and open territory wins from Pennsylvania to Nevada are the outcome of our teams from across the organization collaborating to bring our best content, technology, and service to market. In US higher ed, we continue to outperform the industry and finish the year strong with sales in the fourth quarter growing 5% over the prior year driven by institutional sales. For the full year, our digital business, which accounts for 88% of net sales, had a solid year with overall performance being held back by declines in print unit volumes, which represents an ever-decreasing component of our business. We believe U.S. higher ed remains on track to progressively return to revenue growth over the coming years, driven by our digital strategies. The team is further building digital momentum through the sales campaign for FordStarts with a clear focus on driving institutional sales and winning adoptions with our differentiated products and commercial models. Cengage Work continues its growth trajectory, powered by investments we have made over the past two years, resulting in revenues now exceeding $100 million, making a meaningful contribution to Cengage Group. Our Add2Go business significantly accelerated its sales performance over the fourth quarter and closed the fiscal year with its strongest sales quarter in its 25-year history. Looking ahead, in fiscal 24, we are launching new flagship products, adding service improvements such as one-to-one texting, and expanding options to help learners finance their education with grant programs and flexible payment plans. Similarly, In InfoSec, we have seen an acceleration of sales through the fourth quarter and into the first quarter of this fiscal year, driven by investments in our go-to-market capabilities. Beyond these established businesses, we have spent fiscal 23 building our ready-to-hire solution focused on the employer channel, by far the largest customer segment of the workforce skills market. This solution creates new talent pipelines for employers, through dedicated train-to-hire programs, upskilling of current talent, and connecting employers to pre-qualified candidates from a network of local workforce and academic partners. In February, we launched Ready to Hire for Healthcare, and later in April, we launched Ready to Hire for IT and cybersecurity. So far, the response to our Ready to Hire solution has been extremely positive, with pilots well underway with flagship customers who are leaders in these sectors. We will continue to aggressively pursue further partnerships with corporate employers in fiscal 24 to help them address their structural talent shortages and help more learners gain the skills needed to secure a job and expand their earnings potential. Our research business also finished the year strong, delivering a second consecutive year of growth driven by our US K-12 academic library and digital archives business, which have been at the core of our refocus strategy coming out of COVID. The research business heads into fiscal 24 with sustained momentum, backed by a healthy pipeline of sales and new products. Lastly, Sales for our English language teaching business reached a record high in fiscal 23, boosted by an exceptional year from Ministry of Education customers. Across other customer segments, including US K-12 school districts, all regions experienced strong demand, which we expect to be sustained in fiscal 24. Our exclusive partnership with the National Geographic Society and our focus on bringing the world to the classroom differentiates us in the market and has helped us win adoptions and outperform competitors. At the end of May, we closed our $525 million convertible preferred stock financing transaction led by Apollo Global Management. This investment from Apollo is a testament to our performance and confidence in our strategy. This significant cash infusion will allow us to meaningfully reduce our outstanding debt while providing financial flexibility to continue to invest in future growth opportunities. We welcomed Apollo to our shareholder base along with two new board members to our board of directors. Looking ahead, as we consider our overall growth trajectory and financial objectives, we see great potential in advancements around generative AI. Our platforms have leveraged forms of AI such as machine learning for decades. The introduction of generative AI presents new opportunities to advance our products and services in ways that were not previously possible. While GenAI has the potential to disrupt nearly every market, we are confident that the demand for branded, trusted content aligned to pedagogical standards will continue to be central to education. To put it plainly, you can get answers to homework questions through generative AI, but you cannot obtain a degree or a certificate solely with generative AI. We know this because we have been approached by several AI companies to license our content, which we have politely declined. We are focused on enhancing and expanding our content experience through generative AI and see significant opportunity in all parts of our portfolio. Our AI center of excellence is leading the charge to develop highly iterative additional pilots to inform our go-forward gen AI strategy and product development across the board. In parallel, we have launched studies to better understand administrators, instructors, and student perspectives on generative AI relating to classroom and student experience and outcomes. We are currently accelerating the development of three specific concepts, leveraging GenAI in existing products and to plan to bring these products enhancements to market within the next 90 days. Simultaneously, we continue to fervently protect our valuable IP. In closing, As we enter the final weeks of our quarter of fiscal year 24, we continue to see good momentum across our businesses, which we expect to translate into another year of steady revenue growth and expanded profitability driven by our sound strategy and experienced management team. As we consider the pace of change that we're now experiencing education, I speak for all of Cengage Group when I say that we are excited about the opportunities ahead of us to continue to advance the way students learn across the markets we serve. I will now turn the call over to Bob.

Good morning, and thank you, Michael. I'll begin with Cengage Group's fourth quarter and full year financial highlights. Our strong fourth quarter results have a successful fiscal 23. Fourth quarter adjusted cash revenue is $388 million, a 12% increase over the comparable quarter last year. All business units contributed to this strong finish, with Cengage Academics' 5% growth a notable highlight. This improvement was underpinned by U.S. higher education, which was also up 5% over the quarter, on the back of a strong spring season, moderating enrollment declines, and continued momentum in institutional sales which progressed the timing shift in revenues from Q3 to Q4. Cengage Group's four-quarter adjusted cash ELPP was 87 million, a 38% increase over the prior period. The ELPP growth reflects the strong revenue performance across our global portfolio and broadly flat costs in the quarter as benefits from actions taken earlier in the year continue to moderate the cost trajectory of the business. Adjusted cash revenue for the 12 months was $1.476 billion, up 8% as reported and 6% on a pro forma basis and slightly ahead of our full year financial guidance. Our digital strategy is a key driver of overall growth. Digital net sales surpassed $1 billion for the first time, up 6% on a pro forma basis, and representing 73% of total net sales. We have good digital momentum across the whole portfolio with significant opportunity for continued growth. ELPP for the full year was 351 million, also marginally ahead of the top end of our guidance, and representing an 8% increase over the prior year and 7% pro forma growth. We delivered a fourth consecutive year of margin expansion, with our pro forma ELPP margin improving by 22 basis points. In expanding our margins, we have funded the significant investments in Cengage work and global business systems through ongoing simplification and optimization of our operating model which drove meaningful in-year cost savings, most notably in Cengage Academic. Turning to our three business units, all of which posted higher adjusted cash revenues in fiscal 23. On the back of its strong final quarter, Cengage Academic ended 1% ahead for the full year. Cengage Work was up 75% on a reported basis and 13% on a pro forma basis, and Cengage Select grew 13% in the fiscal year. In Cengage Academic, adjusted cash revenue was $240 million in the fourth quarter, a 5% increase over the prior period. With a strong finish to the year, full-year adjusted cash revenue was $911 million compared with $901 million last year. The results in Cengage Academic were driven by strong growth in secondary supplemented by a solid performance in international higher ed. U.S. higher ed had a strong fourth quarter with adjusted cash revenue of 191 million, up 5% compared to last year. This reflects improved underlying performance through the spring season and timing effects as revenue shifted from Q3 to Q4 driven by strong growth in institutional business. For the full year, U.S. higher ed adjusted cash revenues were down 5%, including a 1% drag from licensing sales in fiscal 22. Against a background of moderating declines in enrollment, which we estimate at 1% to 2% over the fiscal 23 academic year, given our customer mix, the overall performance reflects the combination of solid progress in our digital business outweighed by a sharp unit-driven decline in print sales. Our digital net sales were 590 million, flat against the prior year, despite a significant drag from print digital bundles, which were down year over year by 17 million, or 40%. Overall digital units were flat, with declines in bundles and Cengage Unlimited direct to student units being offset by continued strong growth in institutional business. Institutional net sales increased by 32% to 182 million, with both inclusive access and Cengage Unlimited growing at broadly comparable rates. We firmly believe the US higher ed business is on a trajectory to return to overall sales growth over the next couple of years, driven by our digital business and strategy. This is focused on winning adoption share through sales, marketing, and product initiatives, through improving sell-through by aggressively growing our institutional business, and through reducing unmonetized seats with Cengage-infused and protection of our IP. With strong momentum coming out of the spring season and assuming a benign enrollment environment, we expect US higher ed performance to progressively improve in fiscal 24 and fiscal 25. In international higher ed, adjusted cash revenue for the year increased 5% to $130 million. All regions were ahead year over year, with the exception of Australia, which continue to face headwinds from lower international enrollments. Overall growth was driven by strong double-digit increases in the Europe, Middle East, Africa region, and lower print returns reflecting broader benefits of sustained improvement in digital penetration. Across international, digital products represent 41% of net sales compared to 25% in fiscal as we have successfully leveraged digital products and capabilities from U.S. higher education to improve digital penetration. Our secondary business finished an excellent year with adjusted cash revenues of 23% to 184 million. Excluding our legacy elementary business, which now accounts for less than 10% of secondary, growth in our core strategic programs was over 25%. Advanced placement and career and technical education sales were up 14%, while our core middle and high school programs were up over 20% driven by new product launches. Our math program sales were up around 80% due to success in the large Florida state adoption. which represents a high point in the MAP state adoption cycle. In MAP, we have an exclusive partnership with Big Ideas Learning, which we recently extended for a further six years, covering the expected timeframe of the large California and Texas state adoptions. Moving on to Cengage Work, which is a key growth driver in our business portfolio. Throughout fiscal 23, we've continued to invest strategically in the fast-growing cybersecurity and allied health job verticals and in the employer segment with the recent launch of our ready-to-hire offering. These investments, which span go-to-market, product, and operating capabilities, are focused on accelerating revenue growth and scaling the business profitably. Our investments are paying off with fourth quarter revenue reaching $31 million, up 25% on a pro forma basis, with growth in both Ed2Go and InfoSec meaningfully gaining momentum over the quarter. For the full year, adjusted cash revenue reached $106 million, accelerating full year revenue growth to 13% on a pro forma basis, compared to 9% through Q3. After closing the year with its best sales quarter ever, Ed2Go full year net sales were up 17% as our investments drove improved lead generation and higher conversion across our extensive academic partner network. In InfoSec, four quarter revenues were up 19% on a pro forma basis, with both boot camps and software returning to double digit growth in the quarter. Full-year infosec revenues reached $38 million, up 7% on a pro forma basis. The investments we've made in expanding and upgrading go-to-market capabilities drove both the Q4 performance and a strengthening sales pipeline going into the first quarter of fiscal 24. Demand across the markets we serve remains both very strong and resilient. The improved sales momentum evident through Q4 has continued through the first quarter to date, and we expect Cengage Work to sustain strong momentum and accelerate revenue growth in fiscal 24. It is notable that Cengage Work achieved breakeven adjusted cash ELPP in the fourth quarter. As the business scales, we expect it to contribute positively to profits this year given its very strong unit economics. Cengage Select delivered adjusted cash revenue growth of 20% to $112 million in the fourth quarter, and an increase of 13% for the full year, as adjusted cash revenue reached $434 million. English language teaching adjusted cash revenue grew 39% in the fourth quarter to $41 million, driving full-year adjusted cash revenue to $141 million, a 45% increase over the prior year. All regions delivered double-digit growth, led by the US, where we were successful with several large K-12 school district wins, and in Europe, Middle East, Africa, where strong core market growth was supercharged by significant expansion of ministry education sales. After exceptional revenues in fiscal 23, we expect ministry of education sales to scale back somewhat in fiscal 24, moderating the overall ELT revenue performance, which is nevertheless expected to maintain strong double-digit growth. We are making good progress with the rollout of our new Global Spark digital learning platform, which we expect to support overall revenue growth, drive further digital penetration, and drive continued margin expansion from the nearly 22% achieved in fiscal 23. Research also maintained its momentum through the fourth quarter, with adjusted cash revenues up 5% to $49 million. For the full year, adjusted cash revenue was $214 million, a 4% increase over fiscal 22. Growth was driven by the US domestic business, where strong archive and new database sales, including several large statewide deals, outweighed lower legacy e-book sales. With strong renewal rates at 95% and exiting the year with a healthy sales pipeline, the research business is well positioned going into fiscal 24. In the other segment, full year adjusted cash revenues were $80 million, 2% behind the prior period. Milady delivered another year of solid growth. This was driven by double digit expansion in digital with the ongoing conversion of customers to its new platform, improved price realization and the release of a new edition of its core cosmetology product. Australia K-12 had a difficult year, with domestic market weakness driving an overall sales decline which outweighed Milady's performance. Turning to cash flow, unlevered free cash flow was 252 million in fiscal 23. Our cash performance was impacted by the buildup of working capital driven by the combination of temporary supply chain impacts, which are expected to reverse to the benefit of fiscal 24, and ongoing investments in the multi-year build-out of new global business systems. In total, we estimate that supply chain impacts temporarily held back our cash flow by 35 to 40 million. This reflects the intentional build-up paper and print inventory over the fourth quarter of fiscal 23 and current first quarter of fiscal 24. These steps have been taken to mitigate the supply chain shortages which delayed the fulfillment of orders through the key fall selling season last year, most notably in our secondary and higher education businesses with knock-on impacts that delayed cash collections. Principally because of these actions, our consolidated inventory balances at the end of the year was 78 million compared to 54 million a year ago. We expect these balances to meaningfully unwind over the course of this year. The delays in order fulfillment, which we successfully worked through without any adverse revenue impact, did, however, defer collections and resulted in higher accounts receivable balances at the year end. Around $15 million of cash collected in the current first quarter would have otherwise been collected in fiscal 23. During the year, we also made significant progress implementing our multi-year SAS global business systems to support our current and long-term growth. Our investments in CRM, ERP, and e-commerce systems were the other principal driver of working capital growth. Leathered free cash flow for the fiscal year was 25 million, after cash interest of 167 million, non-operating and other cash flows of 48 million, and modest international tax payments. The cash interest costs are driven by the combination of rate increases and our 1.6 billion term loan, which is floating rate and unhedged, partly offset by the buyback of 88 million of senior notes over the year. With growth in the business and reduced tax amortization benefits, the business generated taxable income in the U.S. in fiscal 23, which was sheltered by U.S. net operating losses. Carry forward losses stand at around $1 billion to shield future US taxable profits in fiscal 24 and beyond. The business has maintained a strong liquidity position with cash and cash equivalents of 269 million and total liquidity of 397 million at the end of the year. Over fiscal 23, we continue to progressively deleverage the business, Net leverage improved by half a term to 5.3 times over fiscal 22, with gross debt reduced by around $100 million through the buyback program and amortization payments on the term loan. Following the year end, the company took another decisive step towards deleveraging the capital structure with the recently completed issuance of preferred equity to repay the senior notes during June 2024. On April the 17th, the company entered into an agreement with Apollo to issue convertible preferred equity. On May the 22nd, we successfully closed the transaction with a total issuance of around 530,000 shares to Apollo and certain participating minority shareholders. This generated gross proceeds to the company of approximately 525 million after 1% OID. Yesterday, June the 7th, we redeemed 500 million of the outstanding notes. This leaves approximately 32 million of notes outstanding, which we intend on redeeming in our fiscal second quarter using cash on balance sheet after we're through our seasonal cash flow load point. On a pro forma basis, giving effect to the preferred issuance as equity and redemption of notes and net leverage on March 31st of 2023 would be 3.9 times. This transaction caps two years of active capital structure management, which includes the refinancing of our term loan in July 2021, which was extended to 2026 and our AVL facility in November 2022, which was extended to 2027. These actions, combined with the strongly cash-generative nature of our business, provide Cengage with the runway and flexibility to continue to drive and accelerate the growth of our businesses over the medium term, building on the strong performance of the last few years. With that said, I will close with our guidance for fiscal 24. We expect Senge's group to deliver another year of steady growth and adjusted cash revenue. Behind the group performance, we expect the growth rates achieved in the academic and select business units to moderate in fiscal 24 compared to fiscal 23. This reflects the expected temporary flattening of revenues in the secondary business following the large Florida math adoption in fiscal 23 and much lower double-digit growth in ELT following exceptional sales in the Ministry of Education business in fiscal 23. We expect the Cengage work business to build on its momentum coming out of Q4 and deliver accelerated growth in fiscal 24 and contribute positively to ELPP. Against these revenue expectations, we also expect to deliver solid ELPP growth whilst at least maintaining ELPP margins. We will continue to drive productivity improvements and cost efficiencies through the ongoing evolution and optimization of our operating model, where we continue to see significant opportunity. Lastly, we expect the operating cash performance of the business to normalize as we unwind temporary working capital positions built up in fiscal 23 and through the combination of cash generation and ELPP growth to continue to deleverage the business. Heading into fiscal 24, we're excited about the momentum we've generated in the business as we continue to pursue significant growth opportunities in our markets. We remain confident in the strength of our portfolio and resilience of our business. I would now like to turn the call over to the operator for questions.

Certainly. At this time, we will be conducting a question and answer session. If you would 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 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 while we poll for questions. There are no questions in queue. I would now like to turn the call over to Michael for closing remarks.

Thank you, everybody, for listening to our call today. And I take the fact that there were no questions as a sign that hopefully we've been very transparent and consistent. I do see a question operator just popping up as we speak. So happy to take that question from Daniel McCarter from Benefit Street Partners.

Absolutely. Daniel, your line is live.

Hey, guys. Congrats on a great quarter. I just have one question about the free cash flow, and you guys kind of hit on it in your remarks, but just wondered if you could expand. I know you guys had said, you know, we're expecting, I think, around $50 million in free cash flow, and it came in a bit light. Is that just due to Q4's further supply chain issues, or any color around that would be helpful in how that unwinds in full year 24?

Hi, Daniel. Paul Monroe here. Yes, it's very much a factor of mitigating supply chain risk. Last year, we had significant impacts on delayed order fulfillment given the tightness of both paper and print service markets. This year, we got firmly ahead of that by buying the special grades of paper that are needed in particular for the secondary business where states and school districts do specify requirements. And also getting ahead in terms of print runs to make sure we can fulfill orders on a very timely basis. So that resulted in a $24 million increase in inventory at the end of the year. which will support our sales and expected order volumes through the coming key selling season. The key point is both that and the AR, which was an impact of last year's order delays, we expect to sort of very much normalize to the benefit of fiscal 24. So we'll see that reverse this year. and get back to a steady state and very healthy operating cash flow and operating cash conversion.

So 1Q, I believe, is typically a large working capital outflow. Would you expect that to be a bit less than previous years?

No. For the first quarter, it'll still be very much the same. That's a function of the first quarter being the low season for selling. and secondly being a high season for things like royalty payments, which you've done on an annual basis, and also the outflow of annual incentive payments, which all hit in the first quarter. So what you will see is that working capital start to reverse through the second quarter as we go through the key selling season, certainly from an inventory standpoint, and then through the second quarter and third quarter, as those sales reducing the inventory translating to customer cash collection.

Great. That's all I had. Thanks again.

All right. With this, I think we have no further questions. And I wanted to thank everybody for listening and looking forward to updating you on our first quarter in August. Thanks very much.

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