Cengage Learning Holdings II, Inc.

Greetings. Welcome to the Cengage Group's third quarter fiscal year 2025 conference 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. Sir, the floor is yours.

Good morning, and welcome to Cengage Group's fiscal 2025 third quarter 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 statement. 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 factors section of our fiscal 2024 annual report for the year ended March 31st, 2024, as may be updated by our quarterly reports for fiscal 2025. 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 will now turn the call over to Michael for an update on the business, followed by Bob, who will take you through the third quarter and year-to-date details before we open the call for questions. Michael?

Thank you, Richard, and good morning, everyone. Thanks for joining us today for our fiscal year 2025 third quarter investor call. I'm pleased to provide you with an update on our business and our outlook for the future. At the close of our third quarter, we are on track to deliver a fourth consecutive year of solid revenue and EBITDA growth for fiscal year 2025. The seasonality of our business is apparent in our year-to-date results for the period ended December 31st, with adjusted cash revenues flat and adjusted cash EBITDA growing 11%. Trailing 12-month results for the period ending December 31st are more useful when considering seasonality and are more in line with our full-year guidance, with adjusted cash revenues increasing 2% and adjusted cash EBITDA growing 13%. Our businesses are performing well, and we are confident in our ability to deliver our guidance through the final quarter of this fiscal year. One contributor to our solid financial results is the cost savings and efficiency program we started more than a year ago, which is now substantially executed. Through this program, we simplified our operations, enabling strong EBITDA expansion. Building upon this strong foundation, we will continue our focus on cost discipline while deepening investment in key capabilities that will further differentiate Cengage Group from its competitors. We will share more details on these areas of differentiation in the coming quarters. Looking ahead, we are committed to further driving revenue and EBITDA growth as we lay plans for fiscal year 2026. We anticipate that it will be our fifth consecutive year of revenue and EBITDA growth with continued margin expansion. Our financial results have enabled many new investments in our business and operations, including acquisitions, partnership expansions, and AI investments covering both internal efficiencies and product enhancements. Starting with the internal efficiencies, we are leveraging select third-party vendor offerings across our systems and platforms from Salesforce to Workday to enable greater productivity in our workforce, such as in our content production operations. In addition, we are investing in automation to drive internal efficiencies, like in AI-powered search with products such as Atolio, to improve the availability of product and customer information to sales and marketing teams, and reduce the effort required to find answers to day-to-day problems. We believe these tools will significantly increase productivity of our go-to-market teams. Shifting to generative AI-powered product enhancements, in August, we announced beta testing of our GenAI-enabled student assistants to empower students and personalize learning. Based on the success of these beta tests, we have now expanded the student assistants to other courses and added features that allows students to provide feedback on AI responses. We are committed to deploying, at scale, GenAI-powered product enhancements and will do so in a disciplined way to ensure that we are getting an appropriate return on our investment. We also continue to make other investments in our business to drive revenue growth. In January, we announced the acquisition of Visible Body, a leader in interactive 3D models and software for the sciences. This acquisition enhances our science offerings, providing new mediums and interactive experiences to learners to engage and deepen their understanding of science concepts. The addition of VisibleBody aligns with our commitment to help learners gain the skills and competencies they need to enter the workforce and grow in their careers. We have also expanded our partnership with Big Ideas Learning ahead of future math adoptions in California and Florida. This partnership, nurtured over many years, is perfectly timed to support these important upcoming adoptions and further strengthen our position in these key markets. In personnel news, we recently announced the position of our CFO, Bob Monroe. Bob and I have worked together for many years at a few different companies. Since his arrival to join us at Cengage Group nearly six years ago, Bob and his team have reshaped the finance function into a key enabler for our growth. Thanks to Bob's leadership and vision, Cengage Group is on track to achieve its fourth consecutive year of revenue and profit growth. He has been instrumental in strengthening the company's balance sheet by progressively reducing debt and driving earnings growth by improving profit margins. Additionally, in partnership with his leadership team, Bob transformed the finance function and established best practices that we are leveraging across our global business. Bob has expressed a desire to leave Cengage Group for personal reasons and has remained committed to his role and team until we could find a highly capable successor. Dean Tilsley. Dean has a depth of experience with large global publicly traded and privately held companies. Dean's extensive experience leading results-driven teams, as well as his background in the education and technology industries, will be valuable to Cengage Group as we embark on the next phase of our journey. Dean and Bob will work side-by-side for the next month, and Dean will assume full responsibility as CFO as of March 1st. Bob will remain in an advisory capacity until April 30th to ensure a smooth transition. In the final quarter of fiscal year 2025, we are focused on closing the year strong and planning for a successful fiscal 26. Our focus remains on enabling high-quality, affordable, and job-relevant education that leads to employment. In conclusion, I want to express my confidence in our business and our ability to deliver on our commitments. I will now hand over the call to Bob Monroe, our CFO, who will walk us through the details of our Q3 results. Bob?

Thank you, Michael, and good morning. Turning to Cengage Group financial highlights. With two months of the year to go and a successful spring season in U.S. higher education, We are on track and expect to close out fiscal 25 strongly. For the full year, we expect revenues to be in the range 1.56 to 1.57 billion, representing underlying growth of 3%. Adjusted cash EBITDA is expected to fall in the range 530 to 535 million, representing growth of 15%. I will provide further details on guidance as I talk to the business unit results and in my closing remarks. Year-to-date adjusted cash revenues were $1.1 billion, flat against a high comparative in the prior year. The year-to-date performance is held back by sales timing effects in our research and Australia K-12 businesses and by the impact in this fiscal year of the rebasing of a large ministry of education contract in our English language teaching or ELT business. As we covered in the Q2 update, this is expected to have a one-time impact on revenues in fiscal 25 of approximately 25 million. representing around a 1.6% drag on full-year revenue growth. Adjusting for this contract, year-to-date Cengage Group revenues are ahead 1%. Year-to-date adjusted cash EBITDA was $362 million, up 11%. This represents over 300 basis points in margin uplift, with margin expansion accelerating again in this quarter. On a trading 12-month basis, revenues are up 2% to $1.53 billion, or 3% excluding the impact of the ELT contract, consistent with our growth expectations for the full year. Digital continues to drive that growth, with trailing 12 months digital net sales up 7% to 1.17 billion and representing 78% of the total. Trailing 12 months EBITDA was 496 million, up 13% over the comparative period. EBITDA growth is significantly outpacing revenue growth with margin expansion accelerating as the year progresses. This is driven by the increasing flow through of cost savings aligned to our new operating model, which is now substantially complete and expected to further accelerate EBITDA growth and margin expansion over the fourth quarter. We have realized over 60 million of savings in fiscal 25 before taking account of new investments. We're on track to realize over 100 million of expected incremental savings this year and in fiscal 26, sustaining healthy margin expansion through our next fiscal year whilst funding incremental investments to drive growth and further improve operating effectiveness. Turning to our business segments. The Cengage Group year-to-date revenue performance reflects the aggregate of flat revenues in academic, sustained high growth of 15% in work, offset by a 6% decline in select, which is held back by temporary sales timing effects. In Cengage Academic, year-to-date adjusted cash revenue was flat at 673 million. This reflects U.S. higher education year-to-date revenue growth of 4% offset by secondary and international performance. U.S. higher ed is driven by sustained high digital and institutional growth, improved enrollment, and benefits from lower returns across the small residual print and bundle base. Looking across a full academic year, on a trailing 12-month basis, adjusted cash revenues for U.S. higher ed was $630 million, up 5%. For the full year, growth is expected to further accelerate over Q4 as the momentum of a successful fall season continues through the current spring semester. Year-to-date institutional revenues, being both inclusive access and Cengage Unlimited institutional sales were 170 million and grew 26% on an underlying basis. This is after taking account of a large customer that changed billing timing to the detriment of the year-to-date revenues. On a trailing 12-month basis, Institutional sales were 262 million, up 27% on an underlying basis, and now represent 42% of total U.S. higher ed revenues. We are encouraged by the recent updated fall enrollment data from the National Student Clearinghouse. Looking beyond the headlines, Our initial estimates are that enrollment is approximately 3% ahead in the segment relevant to our business. Higher enrollment provides a welcome boost on top of the second successive year of expected solid underlying growth. Enrollment aside, growth is driven by our proven digital strategy. with sustained growth in standalone digital products outweighing the declines in an ever-smaller print and bundle base. This continues to progressively strengthen the profile of U.S. higher ed, improving profitability, customer retention, and predictability. As we look forward to fiscal 26 and beyond, this gives us confidence that we can continue to deliver solid growth in a less benign enrollment environment. In international higher ed, year-to-date cash revenue was 76 million, 7% behind the prior period. We continue to see good growth in our India test prep business and solid performance in Canada taking account of sales timing effects. These growth businesses are outweighed by other regions where a combination of higher print dependency and enrollment pressures is translating into demand weakness. In Latin America, we have repositioned our business from a direct go-to-market to a licensing distribution model to address this with a one-time drag on revenues in fiscal 25. We are assessing our strategy in other regions to stabilize the business and return to growth. In secondary, year-to-date adjusted cash revenues are $172 million, down 4%. This reflects good growth in career and technical education and advanced placement, cornerstones of our strategy, and high double-digit growth in Big Ideas Maths revenues, where we gained over 40% share in the Oklahoma adoption with our new program, Math & U. This gives us confidence as we look towards California and Florida math adoptions in the coming years. Growth was outweighed by the impact of a weaker adoption year in high school and middle school programs and the sharper than expected decline in our legacy K-5 English language arts program, which we have been exiting. Our adjusted cash revenues reflect around 30% of the Big Ideas customer billings, given the structure of our exclusive long-term partnership with Big Ideas Learning, which we extended with effect from the 1st of January. On a total billing basis, including 100% of Big Ideas, which better reflects our market performance, our secondary business grew year over year, reflecting the solid sales performance in a weaker adoption year. In summary, for the full year fiscal 25, we continue to expect Cengage Academic to deliver low single-digit growth driven by accelerating growth in U.S. higher ed. At Cengage Work, year-to-date adjusted cash revenues were 103 million, up 15%. This reflects sustained high double-digit growth in Ed2Go, where revenues were up over 20% moderated by flat performance at InfoSec. As said to go, revenue growth is driven primarily by higher enrollment in advanced career training courses, supplemented by accelerating growth in our ready-to-hire employer business, albeit from a low base. Enrollment growth continues to be driven by our ongoing program to tightly integrate into our extensive network of educational institutions and through extending distribution and diversifying sources of funding through business-to-business partners. At InfoSec, the year-to-date revenue performance is held back by a combination of competitive pressures and, in the boot camp segment, federal budget constraints slowing down the sales pipeline over the last quarter. We remain focused on returning the business to strong growth and are investing in products and go-to-market capabilities. In our software business, we are encouraged by increased momentum in the sales pipeline from our recent partnership with right-hand cybersecurity to launch new human risk management solutions. In boot camps, The implementation of the large new federal government contract won last quarter is progressing well and will come into full effect in fiscal 26. Same-gauge work is rapidly growing profits and expanding margins. Year-to-date adjusted cash EBITDA reached 14 million compared to 5 million in the prior period. over 65% of incremental revenues flow through to EBITDA, driving margin to 14% and testament to the effective scaling of the business. For the full year, we expect Cengage work to broadly maintain the year-to-date revenue growth rate of 15% and generate an EBITDA contribution of around 20 million. In Cengage Select, Year-to-date cash revenues were 319 million, 6% lower than the prior period. This shortfall largely reflects the one-time impact of rebasing the large Ministry of Education contract in ELT and adverse sales timing effects on top of modest trading shortfalls in research. In research, year-to-date adjusted cash revenues were 151 million, 6% behind the strong prior period comparative. Year-to-date performance is held back by a combination of sales timing effects, including slippage of subscription renewals and the timing of archive sales, and demand weakness in the U.S. public and school library market from funding pressures. The timing effects are expected to reverse in the final quarter underpinned by a solid archive sales pipeline and strong subscription renewals, which year to date are running at 92%. For the full year, we now expect research revenues to be marginally behind the prior year, reflecting the revised outlook in the U.S. public and school library markets. English language teaching is maintaining good underlying momentum. Year-to-date adjusted cash revenues were 114 million, representing underlying growth of 5%, excluding the one-time rebasing of the large ministry contract. Year-to-date underlying performance was also moderated by temporary timing differences, which are expected to reverse in the final quarter. In fiscal 25, we now expect overall revenue growth to be down in the mid-single-digit range due to the ministry contract and modest shortfalls in core markets against high growth targets. Excluding that ministry contract, which is expected to drive a one-time rebasing of revenues of approximately 25 million, the core ELT business is on track for another strong year. we expect underlying revenue growth broadly in line with the 10% underlying growth achieved through December on a trailing 12-month basis. This is driven by sustained strong growth in the U.S. and Latin America. In the other segment, year-to-date revenues were 54 million, 5 million behind the prior period, with solid growth in the lady outweighed by adverse phasing of export orders in the Australia K12 business. With export orders confirmed for delivery in Q4, for the full year, we expect the other segment to deliver another year of solid growth. In total, we expect revenues for the select business for the full year to be marginally lower than the prior year, driven principally by the one-time contract effect in ELT. Turning to our cash performance, our business is highly cash generative with year-to-date and levered free cash flow or operating cash flow reaching 255 million up 33 million or 15%. This strong operating cash performance reflects the flow-through of accelerating EBITDA growth, with temporary delays in collections around the holidays acting as a drag on working capital. As these timing effects reverse in Q4, we expect to deliver meaningfully improved operating cash conversion compared to the 69% achieved last year. This expectation includes significant benefits from our global working capital efficiency program, which we estimate has delivered over 50 million of structural savings in fiscal 24 and 25. These working capital benefits outweigh the impact of our investments in global business systems, which will be largely complete this year with the U.S. implementation of our global ERP system in April. Year-to-date lever-free cash flow was $67 million compared to $45 million in the prior period. This is after lower net interest payments of $104 million and one-time non-operating cash flows of $75 million. The non-operating cash flows principally reflect the implementation of the cost savings program, a new operating model which is substantially complete. In addition, this includes one-time payments for real estate exits or for buyouts, acquisition of intellectual property, and legal settlements. We have incurred one-time implementation costs of around 95 million in relation to the cost savings program over fiscal 24 and 25. Of this, around $80 million has been paid in cash through December, with the balance expected to be largely paid by the end of the fiscal year. We have significantly lowered our cost of capital over the course of calendar 24. We refinanced the term loan in March and successfully returned to the market in November, further reducing the interest rate margin by 50 basis points, to 350 basis points over SOFA. In addition, we maintained the potential for two future step-downs in margin of 25 basis points each tied to reductions in our net leverage ratio. In September, we entered three-year swaps, hedging 550 million of our term loan at a fixed rate of 3.23%. In combination with favorable market rate reductions over 24, these actions have reduced our total interest cost to 7.6% at the end of December compared to 10.4% a year earlier. For the full year, we expect net cash interest to be around 135 million compared to 213 million in fiscal 24. Our expectation remains to cash pay dividends on our preferred equity. The first and second quarter dividends of 29 million in total are reflected in the December year-to-date cash flow, and the Q3 dividend was paid in cash in early January, reflecting the strength of our liquidity position. We have continued to progressively deleverage the business strengthen our balance sheet and liquidity position and provide increased financial flexibility to invest in the business to accelerate our growth strategy. At the end of December, cash balances totaled 294 million with total liquidity of around half a billion. We expect this to meaningfully improve by the end of the fiscal year after having invested 35 million in the recently announced acquisition of VisibleBody, which we completed in January. This acquisition is tightly aligned to our strategy in science disciplines and expected to be accretive in its first year. The combination of strong growth in trading 12 months EBITDA and cash generation improved net leverage to 2.7 times at the end of December compared to 3.1 times a year ago. We expect net leverage to further improve through the balance of the year, driven by accelerated growth in EBITDA and cash generation, which is reflected in our full-year guidance. With the business well into the final quarter and the spring season U.S. higher education tracking to our expectations, we are pleased to both reconfirm and refine our guidance. Cengage Group is on track to deliver a fourth consecutive year of solid growth in adjusted cash revenue, which we expect to be in the range 1.56 to 1.57 billion. This represents underlying growth of 3% after adjusting for the one-time impact of the ministry contract in ELT. This reflects the combination of low single-digit growth in Cengage Academic driven by the accelerating growth performance of U.S. higher ed, strong double-digit growth in Cengage work, and low underlying single-digit growth in Select before the impact of the ministry contract in ELT. We expect adjusted cash EBITDA to fall in the range 530 to 535 million, representing growth of 15% and margins of around 34%, approximately 400 basis points higher than fiscal 24. This reflects the inherently strong unit economics of our business, the benefits of the cost savings program, and the meaningful and accelerating profit contribution from Cengage work as the business continues to scale. The expected high EBITDA growth and improvements in working capital are expected to deliver 390 to 400 million in operating cash flow, and we expect to end fiscal 25 with net leverage of 2.5 times or lower. Looking ahead to fiscal 26 and beyond, we believe the business is well positioned to maintain robust top-line growth and further expand EBITDA margins. As Michael stated, we are building on the foundations of our new operating model and proven go-to-market strategies and investing in new capabilities to further differentiate Cengage Group. The strength of the balance sheet provides the financial flexibility, a highly targeted M&A, and organic investment opportunities to further drive the growth of the business and value creation for equity holders. Also, looking forward to fiscal 26, today we issued an 8K announcing a change in our auditors from PWC to Deloitte with effect from fiscal 26. PWC will complete their audit of the current fiscal year in the normal course. We periodically consider our professional advisors consistent with best practice of governance. And in conjunction with the audit committee, We determined that this was the right time to make this change and we look forward to working with Deloitte. There have been no disagreements or issues with PwC this year or in any preceding year. We maintain a strong relationship with PwC and we are grateful for their services to Cengage over many years. As I step down after six years in this role, I would like to thank all of you for your support and ongoing commitment to Cengage and for keeping us on our toes. It's a privilege to be handing over the reins to such a highly accomplished CFO as Dean, and I look forward to following the continued growth and success of the company from your seat. I will now pass back 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 2 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.

Your first question for today is from John Kovacs with Diameter Capital.

Hey, good morning. Thanks for taking the questions and for the initial remarks here. I had a couple of questions first on the cost savings program. It sounds like you've made great progress so far with $60 million out of $100 million. Could you give us a little bit more detail on which layers of the cost structure and categories specifically that 60 million that's already been achieved came out of? And then same question for the 40 million left to go, please.

Sure. Hi, John.

Good to hear from you. So in terms of that first 60 million sort of this year, I think it comes from, I think, a number of key sources. The first is significant sort of rationalization of our sort of global supply chain. That's sort of impacting sort of suppliers, where we manufacture and so on and so on. And that comes through very strongly in our gross margin, which is up over 150 basis points in the year to date. So very clear demonstrable progress. On top of that, with our new operating model, it's very much focused on, you know, leveraging core capabilities and central services across the whole group. So, closer to home, we've been extending, you know, central finance sort of shared services. We've been consolidating sort of customer service, addressing changes to the organization resourcing model. So using more offshore resources and outsourced resources where applicable. And that's been fairly broad brush across all sort of central operations. And I think the third significant area, which is the area that also has a bit of a longer tail, is the rationalization of our technology infrastructure. So this is sort of simplification of our sort of technology footprint removing, you know, multiple applications, consolidating on single platforms, deployment of global systems and processes. And you'll appreciate that, you know, some of that's very easy. You can switch things off where you have and transfer work into a single sort of conformed application. In other cases, it takes a little bit longer. And so some of that is continuing to extend into the following fiscal year. And I think the other piece of the incremental 40 is really the full year impact of everything we've done this year, because we've been doing it progressively through the year. So you simply haven't seen the full year benefits come through. And that's the reason we say this is substantially complete. There's not a ton of work still to be done. It's the annualized impact and those remaining technology initiatives coming through to play.

And this is Michael. Hey, John. Just want to build on Bob's answer, which I 100% agree with, and get to, I think, what's underlying your question, but correct me if I'm wrong. I think the cost savings are really coming from areas where we have sustainably changed the way we operate. So it's not a one-off where yanking cost savings out of, you know, marketing or sales or any other thing that then will creep back. But the way we operate now in a much more centralized shared version of certain functions across the group is what gives us confidence that this is a sustainable margin expansion for the business.

Thank you both.

Those are definitely helpful clarifications. If I understand right then, when we think about the all-encompassing $100 million savings, Sounds like that's actually, when you think about the actions taken, all or substantially all done, except for some of the remaining technology and IT rationalization you mentioned, Bob.

That's absolutely right.

Okay, so as we look out into 2026, obviously too early to guide yet, but I just wanted to make sure I'm understanding and modeling correctly. We should expect all $100 million in savings will be flowing through for the full year at that point or close to all of it.

Yes, that's right. Okay.

And so comparably for fiscal 25, which should end in a couple months, there's $60 million flowing through just on an apples-to-apples basis?

Yes, that's correct.

Okay, that's helpful. Thanks. I have others, but I'll get back to you. Thank you so much.

Thanks, John.

We have reached the end of the question and answer session, and I will now turn the call over to Michael for closing remarks.

Thank you, everybody, again for joining us. And I just want to take a minute to close out the call with a sincere thank you to our CFO, Bob Monroe. Bob and I, on a very personal level, have worked together for many, many years now, well over 15 years. I cannot overemphasize the impact that Bob had on the business and on our success and where we are today. And I know for all of you who have followed us, you're aware of that impact. And I just want to say on a very personal note, Bob, you will be missed. I'm looking forward to working with Dean. but you will be missed by the entire organization and you will be missed by me, and I know many of the investors will miss you too. But I am certainly looking forward to staying in touch, and I know we will. So thank you again. I could not have envisioned doing this without you.

Thank you very much, Michael. I appreciate it. As I say, I look forward to – watching the continuing success and growth of the business as we go forward and absolutely staying in touch with you and many, many other colleagues who've made this company so successful over the past several years. Thank you.

Thank you. Thanks, everybody, and looking forward to updating you and introducing Dean on our next earning call for the full fiscal 25. Thank you. Have a great day.

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