Thank you for standing by and welcome to Skillsoft Second Quarter Fiscal 2023 Results Conference Call. [Operator Instructions] Please note that today’s call is being recorded. I would now like to hand the conference over to your first speaker today, Eric Boyer, Head of Investor Relations. Thank you. Please go ahead.

Good afternoon and welcome to Skillsoft second quarter fiscal 2023 earnings call. After the market closed, we issued our Q2 earnings press release and posted supplemental materials to the Skillsoft Investor Relations website. Today’s call will contain forward-looking statements about the company’s business outlook and expectations, including statements concerning financial and business trends, our expected future business and financial performance, financial condition and outlook. These forward-looking statements and all statements that are not historical facts reflect management’s beliefs and predictions as of today and therefore are subject to risks and uncertainties that could cause actual results to differ materially from expectations. For a discussion of the material risks and other important factors that could affect our actual results, please refer to the risks described in the Safe Harbor discussion found in the company’s SEC filings. During the call, we will also discuss certain non-GAAP financial measures, which are not prepared in accordance with Generally Accepted Accounting Principles. GAAP requires accounting periods before and after the merger and leaseback on June 11, 2021 to be separating the predecessor and successor periods to reflect the change in ownership and lack of comparability between periods due to different ownership and investment basis. In addition, Global Knowledge activity is only reflected in the GAAP financial statements after June 11. References on this call to the combined GAAP results reflect the combination of the predecessor period before June 11 that excludes Global Knowledge with the successor period after June 11. For all non-GAAP measures in the supplemental materials and in today’s commentary, the company is providing normalized results as if Skillsoft and Global Knowledge have been combined for all periods presented, which we believe is useful to investors to show the trends of the go-forward company. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures as well as how we define these metrics and other 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. After our prepared remarks, Jeff Tarr, CEO and Gary Ferrera, CFO, will be available to take questions. With that, it’s my pleasure to turn the call over to Jeff.

Thanks, Eric. Good afternoon and thank you all for joining us. Today, I will discuss our progress, extending Skillsoft’s leadership position in corporate learning. I will cover a few operational highlights, provide some context to our financial results and speak to our share repurchase authorization before turning the call over to Gary. Q2 marked our first anniversary as a newly formed management team and public company. Through a combination of organic investment and number of strategic acquisitions and a successful divestiture, we have repositioned Skillsoft to benefit from positive secular trends in the enterprise learning market. Skillsoft now benefits from strong positions in the three most important categories of corporate learning, including leadership in business skills, tech and dev and compliance, across a wide range of learning modalities, including micro videos, hands-on learning, coaching, assessments and instructor-led training, delivered through our leading enterprise-grade learning experience platform. We also benefit from a large enterprise customer base, serving more than 15,000 corporate customers, more than 70% of the Fortune 1000 and a community of more than 80 million learners adjusted for the sale of SumTotal. With the benefit of these capabilities, we believe we are best positioned to deliver on the complex learning needs of the world’s most sophisticated organizations. Over the long-term, we believe this should enable us to accelerate revenue growth, expand margin and generate strong cash flow. In our first year, acquisitions and divestitures were an important priority to better position our portfolio for the long-term. Codecademy was a major building block to scale our offering within tech and dev, which is where organizational skills gaps are most acute. Additionally, through the acquisition of Pluma, we added coaching and mentoring capabilities, which are highly sought after by our enterprise customers. And shortly after the quarter, we announced the closing…

Thanks, Jeff. Welcome, everyone. I will now begin with a summary of our Q2 results before turning to our thoughts on the remainder of the year. As I describe our results, the prior year results will be presented as if Skillsoft and Global Knowledge have been combined and their fiscal quarters had been aligned to end on January 31, 2022. In addition, for comparability, the results that I describe will be on a pro forma basis to include Codecademy as of the close of the acquisition in early April. Additionally, due to the SumTotal divestiture last month, we will report results for continuing operations, excluding SumTotal for all periods presented. We have added constant currency metrics into our reporting due to the current strength of the dollar and the significant impact it had on our financials in Q2 and that we believe it will continue to have for the remainder of the year. Before I get into the financials, I thought it’d be helpful to just frame Skillsoft, excluding SumTotal. Skillsoft now has nearly 60% of its revenue from the Content business, which is primarily subscription-based with a large portion that are multiyear deals. This part of the business is a SaaS-like software business with strong operating leverage and low capital intensity. The seasonality of the business remains largely the same, with nearly half of our content bookings coming in Q4. Therefore, looking at the business on a quarterly basis can be difficult. This is why we try to focus on last 12 months’ trends as a more useful measure. The remaining 40% of the business is our Global Knowledge or instructor-led training segment, which is transactional and lower margin. Over time, we expect the Content segment to grow more quickly, which should drive margin growth. Now moving on to…

Thanks, Gary. I’m pleased that we have returned Skillsoft subscription business to high single-digit growth, stabilized the transaction business going into the second half, preserved industry-leading margins, created a world-class tech and dev capability with the acquisition of Codecademy, and strengthened our balance sheet with the sale of SumTotal. With our sales force transformation now largely behind us, we are well positioned for Q4 when we historically generate nearly 50% of our subscription bookings. And our confidence in our future is evidenced by our Board’s share repurchase authorization. I’ll now open the call for questions.

Thank you. [Operator Instructions] Our first question comes from the line of Raimo Lenschow with Barclays. Please proceed with your question.

Hi, this is Sheldon on for Raimo. Thanks for taking our questions. Can you help us balance the tailwinds for corporate learning with the tight labor [indiscernible] logo adds in the quarter, but of course, we have a challenging macro here. You assumed a fundamental headwind embedded in the guidance. Can you help us understand what’s underpinning this? Is it customers simply taking a pause, needing more approval layers that you get deals done? And also help us understand the level of conservatism in the guidance. Thank you.

Sure. Thanks, Sheldon. The tailwinds that we’re seeing are quite significant and haven’t changed. All you have to do is pick up the newspaper, and you read about skills gaps, the great resignation, a tight labor market. All of this is making training and learning an imperative inside the enterprise. And we operate in a very unique place in that we operate at that place where both the learner and the enterprise come together with common needs that are focused on growth, growing the company, growing their careers, and that’s where we win. With regard to headwinds, those headwinds are primarily impacting the Global Knowledge business, which is transactional in nature. So unlike the Skillsoft business, which is subscription and deeply embedded in the enterprise, the Global Knowledge training, while important and critical, also can be delayed from one quarter to the next in a way that the other training offerings that we deliver cannot be.

Got it. And a quick follow-up, if I may. So adjusted EBITDA from continuing operations was pretty strong in the quarter. Can you help us think about the cash flow generation piece and how we should think about the relationship between adjusted EBITDA and cash flow going forward? Thanks.

Sure, Sheldon. This is Gary. It’s a little noisy in the first part of the year just because of the acquisitions, etcetera. But what I would say is we’re in the sort of cash burns – like cash burn period right now. And as we enter the fall in early winter is when we start generating a lot of cash again, and then we generate cash all the way through about April or May. And so it’s hard to say in the first half because of the M&A going on. But in the second half, it’ll be in the – between now and April, I’m going to say $30 million, $40 million as an estimate. It’s just attributed cash flow be very heavily dependent on bookings in Q4, etcetera.

Makes sense. Thank you.

Thanks, Sheldon.

Thanks, Sheldon.

Our next question comes from the line of Ken Wong with Oppenheimer. Please proceed with your question.

Great. Fantastic. Just wanted to kind of dig in on the macro assumption part of the last question, but as we think about the guide, I guess are you embedding a worsening macro? Are you embedding kind of softer demand of kind of specific products, kind of Global Knowledge in particular? How should we think about what’s been baked into the outlook?

Well, I will start and then hand it to Gary. I think generally baked into our business is a belief that we are lined up to deliver a strong fourth quarter in our subscription business. Fourth quarter is when we booked nearly 50% of our subscription business, and that’s also where we see the opportunity to up-sell and to attach Codecademy and our coaching business as well to the renewals. So, Q4 is critical for us, and we see that shaping up nicely. And then on the Global Knowledge side of the business, we have baked in a view that we have stabilized that, that the worst is behind us and that we now have our handle on the business. We have staffed up the inside sales organization. Those salespeople are becoming increasingly productive. And the changes that we have seen in the subsidy programs at our two large – our two largest partners really also are largely behind us. So, we feel better about the second half. Gary?

Sure. I can add a little to that, Ken. I mean when you think about two businesses that are very different in the fact that in the last 12 months, the content side of the business on a constant currency basis has grown 9%. It’s grown all these most recent quarters. And the issue now with GK was – Q2 was a little bit lower than we had anticipated. And then we are stabilizing from there. And that’s where you see it in the guidance is that the biggest that we are taking in the guidance is from that. Things may turn more quickly than we anticipated. But with the macroeconomic environment, we just think it’s prudent to assume it’s fairly flat for the rest of the year.

And just one final thought, we feel really good about how Codecademy is shaping up. Now, keep in mind whenever we sell something to our enterprise customer base, there is typically a 6-month to 12-month sales cycle, but we are seeing really exciting early traction with that business. We have closed a few large deals much earlier than we expected, and we feel good about how Q4 is shaping up for that part of our business as well.

Got it. Appreciate the color. And then maybe if I could on the content DRR slipped a little bit from Q1, but does mirror what we saw kind of the quarters prior. I guess what’s the right way to think about that metric directionally?

The right way to think about the DRR metric is, first of all, like our bookings growth, in general, it needs to be looked at as an annual business. Our first few quarters of the year, three quarters are small. We are heavily weighted towards the fifth quarter. So, small wins or losses or changes can – or changes in mix can impact the growth metrics in the first three quarters of the year, similarly impact the DRR metrics. But the way you should look at it is DRR is up 3 percentage points on a trailing 12-month basis. And we have opportunity in front of us to improve it as we look at the quarters and years ahead.

Got it. And then last thing for me, just thinking about kind of the spend dynamic going forward. It looks like you guys were able to moderate some of this top line downdraft this quarter. Should conditions soften even more? I guess do you think there is still some levers you guys can pull there?

Yes, Ken. It’s Gary. So, obviously, we put a lot of work into this. We saw a few months ago that GK was not going in the direction we wanted. So, we started pulling triggers that levers at that point and we are going to continue with that. And as we go into the second half of the year, we are looking at everything. We even brought in an outside firm to assist. And I don’t know if we go to another level. I think it’s all much baked into our guidance.

Okay. Perfect. Thanks a lot guys.

Our next question comes from the line of Raj Sharma with B. Riley. Please proceed with your question.

Hello. Thank you for taking my question. Could we please dig into the guidance and the decline? There is a substantial reduction in bookings guidance. I know you have said bookings for the digital platform are looking good. Could you break that down between Percipio and Global Knowledge? How much of the $70 million decline in revenues is because of Global Knowledge?

Raj, the vast majority, I don’t have an exact dollar number for you, but the vast majority is from Global Knowledge. The other parts are very, very small numbers.

Okay. Thank you. And then was the EBITDA impact for SumTotal worse than you had originally listed out when the deal was done? Has that gotten worse?

No. We adjusted it by the same amount we mentioned on the – when we talked about the deal with the $37 million in the prior year. That’s the adjustment we have in there.

Right. It was $37 million before allocations – corporate allocations. So, not – it was $25 million after the allocations. So, I was just wondering and wanted some clarity on that. And Codecademy – right. Sorry. Go ahead.

Yes. Just on that point, I mean we just closed the deal. So, it’s going to take us some time to work through that. And we have a transition services agreement through the end of the year. So, we will get some cash inbound to assist in the work we are doing to help them for the next six months, and that might trail a level offer. So, that’s all in the works.

Right. And then the – there is a sizable impairment charge. Is that all Global Knowledge-related?

That’s a 100% Global Knowledge.

Right. And do you – how do you expect that – are you still kind of seeing it recover at some point, or has the business materially disintegrated since you purchased it?

So, what we see now is a business that we believe has stabilized for the current economic conditions that we are seeing. Longer term, our aspiration is to move that – much of that capability into our subscription offerings and use that to fuel growth in our subscription business. That’s not a near-term solution near-term. This is about execution on the transactional side of the business. But longer term, we see it as a contributor to subscription growth.

Got it. So, right – and then the Codecademy business you mentioned was doing really well. Is it still – what is the expected growth in the Codecademy business this year that’s built into this guidance?

We haven’t broken that…

On a year-over-year basis?

We haven’t – I will let Gary share what he can on that one, but what I will tell you is it’s a double-digit growth business on the consumer side. And on the B2B side, we are building pipeline, and we expect that to be a meaningful contributor in the fourth quarter. Gary, any additional specificity?

Yes. It was 13% in the quarter on bookings, 20% in the quarter on revenue, and we would expect that or slightly better for the rest of the year.

Got it. And then you had also mentioned earlier when you had done the acquisition that there was a $25 million EBITDA loss on Codecademy that you were expecting to turn around to a breakeven in 12 months or so. Correct me if I am wrong on that. Is that still the understanding you are able and the expenses to take it to breakeven?

So, it was $20 million when we acquired it, was the burn last year. And then this year, we were trying to have that. And then we were trying to get to breakeven at the end of the next year, so 20, 10…

Got it. Alright. Great. Thanks. Thank you for answering my questions. I will take it offline. Thanks.

Thanks Raj.

Our next question comes from the line of Lucky Schreiner with D.A. Davidson. Please proceed with your question.

Hi guys. Thanks for taking the question. Just one for me. In terms of Codecademy, can you maybe break out how much of the strength in the quarter was from your cross-sell into the prosumer versus just regular Codecademy growth? And do you still feel extremely confident on the ability to penetrate at least 1% of those 20 million prosumers? Thanks.

So on – so the growth that you see this year is almost entirely on the consumer side of Codecademy. The growth on the B2B side was quite strong, but off a small base. And so we are still early in that journey, and we still feel very good about our ability to, over multiple years, penetrate vastly more than 1% of our base. And early indication is that, that opportunity is very much intact.

And as Jeff mentioned in the script, we would expect to see that start to accelerate when you get in Q4 because that’s when a lot of the tools happen and that’s when cross-selling is happening versus Q2.

[Operator Instructions] Our next question comes from the line of Arvind Ramnani with Piper Sandler. Please proceed with your question.

Hi. Thanks for taking my question. I just wanted to see, Jeff, with some of the softness that you are seeing, have you considered kind of flexing on pricing versus volumes, or like – or has that come up with conversations where clients are thinking what we can keep volumes healthy, but they are looking for you all to flex on pricing? And has – you had that discussion internally to give up some pricing in exchange for volumes?

So, thank you, Arvind. Pricing is always a lever in a business like this. Sometimes that means increasing pricing. Sometimes it means reducing pricing. You didn’t ask about the subscription business, but I will tell you that we do see pricing opportunity on the subscription business. We have increased our prices, but that takes a while to flow through into the financial statements because, first of all, most of our renewals are in the fourth quarter, and then that revenue was recognized ratably. And then only a portion of our subscription business comes up for renewal in a given year. On the Global Knowledge side of the business, pricing has been pretty stable. We haven’t seen the price uplift opportunity, but we are always testing alternatives and various promotions on a market-by-market, product-by-product status.

Perfect. That’s helpful. And then in terms of – for us, who are looking at the business externally, are there some sort of macro signs we should sort of look for when sort of things may come back, or is it just – we got to watch it, look at it quarter-by-quarter?

I would say on the Global Knowledge business quarter-by-quarter, and I would expect that over the medium to long-term, as I said, we are going to move more of that capability into our subscription offerings. Near-term, it’s about – at this point about executing our way through the market that we are in. And as I indicated on the subscription side where we are seeing healthy growth, we are seeing good tailwinds, and we haven’t seen significant economic impact other than what’s reflected in the foreign exchange rate.

Prefect. Thanks for taking my questions.

Thank you. Ladies and gentlemen, we have reached the end of the question-and-answer session. I will now turn the call back over to Jeff Tarr for closing remarks. End of Q&A:

Thanks very much. Thank you very much for participating in our call. We certainly look forward to continuing the conversation with you and to updating you next quarter.

This concludes today’s conference, and you may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.