Greetings, and welcome to K12's Second Quarter Fiscal 2019 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mr. Mike Kraft. Please go ahead.

Thank you, and good afternoon. Welcome to K12's second quarter earnings call for fiscal year 2019. Before we begin, I would like to remind you that, in addition to historical information, certain comments made during this conference call may be considered forward-looking statements. These statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. They should be considered in conjunction with cautionary statements contained in our earnings release and the company's periodic filings with the SEC. Forward-looking statements involve risks and uncertainties that may cause actual performance or results to differ materially from those expressed or implied by such statements. In addition, this conference call contains time-sensitive information that reflects management's best analysis only as of the day of this live call. K12 does not undertake any obligation to publicly update or revise any forward-looking statements. For further information concerning risks and uncertainties that could materially affect financial and operational performance and results, please refer to our reports filed with the SEC. These reports include, without limitation, cautionary statements made in K12's 2018 annual report on Form 10-K. These filings can be found on the Investor Relations Web site at www.k12.com. In addition to disclosing financial results in accordance with Generally Accepted Accounting Principles in the U.S., or GAAP, we will discuss certain information that is considered non-GAAP financial information. A reconciliation of this non-GAAP financial information to the most closely comparable GAAP information was included in our earnings release and is also posted on our Web site. This call is open to the public and is being webcast. The call will be available for replay for 30 days. With me on today's call is Nate Davis, Chief Executive Officer and Chairman of the Board; and James Rhyu, Chief Financial Officer and President of Product and Technology. Following our prepared remarks, we will answer any questions you may have. I'd like to now turn the call over to Nate. Nate?

Thank you, Mike. Good afternoon everyone. Thanks for joining us on the call today. Given we're in the middle of the school year, there's not a lot of new news, so I'll be more brief than normal. First, let me start by highlighting a few financial results for the quarter. Revenue was $254.9 million in the second quarter fiscal year '19, an increase of 17.4% year-over-year. Consistent with our first quarter announcement, revenue growth was the result of a strong fall enrollment season. Because of the strong revenue growth, adjusted operating income for the quarter was $37.4 million versus $20.9 million in the prior year. Now, James will provide more details on the financials in a few minutes, but importantly our revenue, operating income, and capital expenditures met or beat the guidance we provided last quarter. This underscores the predictability and reliability of our results. For the fiscal year '19, we predict revenue and operating income growth will be consistent with the guidance we provided last quarter. Revenues are anticipated to be between $1 billion and $1.01 billion, and adjusted operating income in the range of $56 million to $60 million. And candidly, current trends do suggest that we will be at the higher end of this guidance. As I noted a minute ago, we're in the middle of the school year, and at this time of the year we're keenly focused on all of the behind-the-scene blocking and tackling to support student academics, implement new tools and support systems for teachers, and fine-tuning our curriculum. I won't bore you by reviewing all of that work that's in process. However, the one initiative I want to provide an update on is Career Readiness. We have made significant strides in building this business, and I'm optimistic about the impact Career Readiness…

Thank you, Nate. Good afternoon everybody. First, let me recap the reported results. Revenue for the quarter was $254.9 million, an increase of 17.4% from last year. Adjusted operating income was $37.4 million, an increase of 79%, and capital expenditures were $9.6 million, an increase of $1.4 million. And as Nate already mentioned, in each case, these results met or beat the expectations we provided in our guidance last quarter, and we continue to feel comfortable with our full-year revenue and adjusted operating income guidance. Revenues for the quarter were driven by increases in our managed public school programs. For the quarter, managed public school programs revenue increased $39.4 million or 21.5% to $222.8 million. The strong performance is the result of year-over-year increases in enrollments of 7.3%, and increase in the revenue per enrollment and the impact of the new revenue recognition standards this year. For the quarter, revenue from enrollment was 13.3%, largely from the impact of the new revenue recognition as well as school mix and improved funding. And we continue to expect full-year revenue per enrollment to be up 4% to 6% year-over-year driven by strong mix and an overall positive funding environment. In our Institutional business, revenue declined 9.1%. We still believe this business will be down close to 15% plus or minus a few percent as we indicated last quarter. Private Pay revenues were $9 million, up $0.6 million from the year ago quarter, and we still believe that this business will finish the year more or less flat. Gross margins were 37.1%, up 120 basis points from the second quarter of last year, and this is largely the result of the impact of revenue recognition in the quarter. We expect gross margins for the full-year to be flat to the prior year plus…

At this time, we will be conducting a question-and-answer session. [Operator Instructions] Our first question comes from the line of Jeff Silber with BMO Capital Markets. Please proceed with your question.

Thank you so much, and congratulations on the quarter. Wanted to focus on the Career Readiness business to start, can you just give us a little bit more color in terms of who the buyers are, are these different students than you've typically been teaching, and how large do you think this business could be?

Hi, Jeff. Thank you for being on the call today. Thanks for the congratulations. It's been a good quarter. First of all, the students that we think we can address here are both. This is an option for students who are already in the program, and in fact the enrollments we reported on in the first quarter -- at the end of the first quarter were largely students that came to us because they were coming to the normal NPS schools, and then once they got here we talked to them and they realized the program was great for them. The growth, however, that we plan to see is because we think there are -- we did some market analysis and we believe there is a significant market opportunity of people who would never had considered online schools before, who now will consider it because an online school with a career readiness bent is something they consider. So, the big benefit of this is a new market opportunity. How large can the business become? It's hard to make a quantitative analysis and not be held accountable to it, but I can tell you this is in the hundreds of millions over the next few years. This is not a $30 million or $40 million or $50 million. We're looking at hundreds of millions over the next three to four years. So I think that it's a very significant size if we do this right now. So I have to go right, we have to open up new schools, we have got to get some authority in some states, but we're working on that, and as I said, we've already got three to seven schools that we think will open up next year, and if the same thing happens the year after that, this is going to continue to grow.

Now, you mentioned the openings in the state, I'm assuming the funding comes mostly at a state level, I know the federal government has been talking about this as well.

Yes, the funding that we've put in our internal business plan is all funding from the state level. So, think of it as the same funding that would go to a traditional student who goes to our NPS School, they simply are going to a school that gives them still math and science but they take on these career pathways. So it's the same funding sources we've got today. The federal source, the Perkins Funds and things like that, we've not factored in yet.

Okay, great. And then you're recording this right now in the NPS line, correct?

I'm sorry.

Yes, it's in the NPS line.

It's in the NPS line, that's great. Okay, great. I'll jump back in the queue and let somebody else ask questions. Thanks so much.

Thanks, Jeff.

Our next question comes from the line of Chris Howe with Barrington Research. Please proceed with your question.

Good afternoon everyone. Great quarter.

Hi, Chris. Thank you.

Yes, just had a follow-up question just focusing in on this Career Readiness, you mentioned the three to seven new programs by fall of '19, 20 new courses. As we look at students as they move through the timeline of their enrollment at a Career Readiness institution, how should we think about retention, re-registration, and Career Readiness' impact on that and retaining students through their journey?

Well, first of all, we believe, and some early data indicated to us that when a student understands the impact of what they're studying and how it's going to impact their lives and help them get a job, it increases their engagement, increases their desire to stay in the program, and therefore increases retention. So, we think this is going to have a positive impact. I don't want to predict that retention is going to double or something because of this, but I do believe that it's going to help us with our annual goal of continuing to improve retention. Difficult to quantify, but it's one of those many elements, great customer service, putting students in this kind of program are all things that will help retention. So I believe it's of great value in terms of that.

Okay. And then coming in perhaps at the higher end of your guidance, is this a reflection of your level of confidence in Career Readiness or is there something else that's part of that mix that moves you towards that positive outlook?

No, actually this is a reflection of our confidence in our core business. Core business is very strong right now, and retention is going as well as it did last year. Our new enrollments are going well as well. So we are seeing just a positive year. We're effectively -- we've taken a look. I think at this point of time, more midway through the year, we pretty much know what's going to happen with enrollments, and we're confident in where we are. The improvement that's going to come over time with the Career Readiness program should actually impact FY '20 more than the current results, and we'd like to say about that, this is all about the core business confidence.

Yes, got it. Thank you. I'll hop back in the queue.

Our next question comes from the line of Greg Pendy with Sidoti & Company. Please proceed with your question.

Hey guys, thanks for taking my question. Can you just, I think earlier in the call you gave us the three to seven new programs, but I guess as you're trying to build out all the pathways can you kind of give us a percentage of where you're at right now, and kind of where the goal is to get, and what the CapEx spend might be on that?

Well, first of all, hi Greg, and welcome to the call. I know this is your first call with us. I appreciate you joining and asking. So, I don't have a percentage for you off the top of my head of the courses, but I can say it's just a start. We license content from others, for the most part, for CTE. So of our own content, this is probably around a little less than 50% of our content, the 20 courses. But of our total content I don't really have an estimate off the top of our head. In terms of CapEx that we'll spend on this, we don't envision right now seeing CapEx jump because of this. This is money that we traditionally would have spent on NPS courses. And as that cost has come down we're now going to spend that money on CTE courses. We may, I want to be clear though, we may decide to accelerate some of that spending, and may see a slight increase, but I don't think anything dramatic from our current spend in capital. I would say think of our capital today, the guidance we've given, we're still going to be within that guidance. We're not going to exceed that guidance for these new courses.

Okay, got it. And is the longer-term goal here to be offering, I guess, the entire pathway?

First of all, we have 30 pathways today. The five pathways, that'll be our focus on building these project-based learning courses and bringing courses in-house. Of the 30, the five will be a focus for us, and with those five will be a kind of a -- I wont say a test, they're going to be a prototype for what we do in all the other pathways, so this five is for the first approach, but again, I want to be very clear; the approach here is not to just build them ourselves. The approach is to partner with as many other parties as we can. So I will go out and license courses and well as develop them. We may even license pieces of someone else's course to put in to our own internal development. So we actually might see the cost per course in terms of capital cost come down a little bit as we license more courses from others.

That's helpful. Thanks a lot.

Okay.

[Operator Instructions] Since there are no further questions left in the queue, I would like to turn the call back over to Mr. Davis for closing remarks.

Well, once again, thanks everybody for joining the call. I know this is the middle of the school year so there's not a lot of questions, we didn't provide a long discussion on our core business. The bottom line is the core business is doing well. We feel great about our guidance, and great about being at the high end. I really do appreciate Greg joining us, and everybody else who follow us. So everybody have a great week, and thank you for being on the call.

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