Hello, and welcome to the Skillsoft Third Quarter 2023 Financial Results Conference Call and Webcast. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference is being recorded. It’s now my pleasure to turn the call over to Eric Boyer, Senior Vice President and Head of Investor Relations. Please go ahead, sir.

Good afternoon, and welcome to Skillsoft's third quarter fiscal 2023 earnings call. After the market closed, we issued our Q3 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 separated 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 pro forma results referred to our results that have been prepared and presented to reflect historical periods as of Skillsoft, Global Knowledge and Codecademy had merged on February 1, 2021. A reconciliation of the non-GAAP financial measures, including today's commentary and in the supplemental materials 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 Rich Walker, 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'll provide some financial and operational commentary on the quarter and then turn the call over to Rich Walker to cover our financial results in detail. I'm very grateful that Rich has agreed to take on the CFO role. Rich has been involved in Skillsoft since before the company's return to public markets, served as our Chief Strategy and Corporate Development Officer, and was previously the CFO of two public companies, including IHS, where we worked together. Before turning to the business, I also want to thank Gary Ferrera for his contributions to our company and his commitment to a smooth transition. Q3 results were in line with our expectations and we are pleased to reaffirm our full-year guidance. Importantly, we successfully stabilized our Global Knowledge instructor-led training or ILT business, delivering 3% sequential bookings growth. While the segment was down year-over-year in the quarter due to reduced subsidies by one large partner, we've seen healthy growth in other products within the segment. With a new general manager with deep experience in instructor-led training reporting directly to me, we are cautiously optimistic in the potential to deliver continued progress. We also remain focused on integrating instructor-led training into relevant subscription offerings and continue to believe it can be a meaningful differentiator. Turning to our core Skillsoft Content segment. We believe the best way to look at bookings growth is on a trailing 12-month basis. This metric was up 5% in constant currency, driven by customer wins and cross-sell and upsell success with large enterprises. That said, our Skillsoft Content business was down in the quarter due primarily to a downgrade by one account. Despite the general macro headwinds, we continue to expect solid growth in Q4, which generally…

Thanks, Jeff. Welcome, everyone. I just want to start by saying how excited I am to be able to take on the role of Chief Financial Officer. Gary has built a strong finance team, which I've been working with closely already, and this has made for a seamless transition. I will now begin with the summary of Q3 results before turning to our thoughts on the remainder of the year. The prior year comparisons will be presented on a pro forma basis as if Skillsoft, Global Knowledge and Codecademy had been merged and their fiscal quarters had been aligned to end on January 31, 2022. Additionally, due to the SumTotal divestiture, the pro forma comparisons exclude SumTotal for all periods. Before I get into the financials, I want to provide just a few high level thoughts on the Skillsoft financial model as it has gone through changes over the past year due to acquisitions and divestitures. Skillsoft now has approximately 70% of its revenue from the content business, which is primarily subscription-based with a large portion that are multi-year contracts. This part of the business is the SaaS-like business with strong operating leverage and low capital intensity. The seasonality of the business remains largely the same, with approximately half of our content bookings in the fourth quarter. Therefore, looking at the business on a quarterly basis can be difficult. As such, we try to focus on the last 12-month trends as a more useful measure. The remaining 30% 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 expansion. Now moving on to the Q3 results. Bookings for the total company for the third quarter were $133 million,…

Thank you all for joining our call. While there is uncertainty in today's operating environment, we believe our approach provides unique benefits to organizations and their employees. By optimizing our solutions for how people learn online and aligning with the strategies of our enterprise customers, we believe we are uniquely positioned to deliver on the upskilling, reskilling and workforce transformation needs of the most complex and demanding organizations. Operator, please open the call for questions.

Certainly, we will now be conducting a question-and-answer session. Our first question today is coming from Raimo Lenschow from Barclays. Your line is now live.

Hi. This is Shel McMeans on for Raimo. Thanks for taking our questions. I wanted to first ask about the core content business. This quarter was the first time in a while that we saw negative bookings growth here. You discussed a reduction in the quarter. And my question is, what gives you confidence that this is an isolated incident as you approach the large Q4 renewal period? And I have a follow-up.

Sure. Thanks. As you pointed out, the quarter we feel was an anomaly. It was due to one large customer that was experiencing severe financial pressures and downgraded quite significantly their business with us. We really don't have many accounts of this size, and we really don't have any significant revenue concentration at all. So the loss of an account that is neighborhood 1% of revenue was a really unusual event. As we look at the quarter going forward, we're one month into the quarter. We can see how large our pipeline is, how much business we've closed. We've closed approximately 60% of our quarter, and that's ahead of where it was last year this time. So we feel really good about that. We feel really good about the pipeline. And so despite the fact that the economy is a little shaky, we feel good about how we're keyed up for our most important quarter.

Got it. Thank you. And then second for Richard. First, congratulations on the new role. I wanted to ask just a broad question on how you feel your guidance philosophy is relative to previous. Is there any changes to call out there? Thanks.

Thanks for the question and the remarks. I don't have a different viewpoint in how we think about guidance. We only give annual guidance. I think it's so critically tied to how we finish our forward planning for the coming year. And that's informed by how we finished the quarter, in this case, our fourth quarter. We are trying to make sure that when we guide, we're giving consistent guiding metrics. I personally want to look at bookings and think if there's not more relevant metrics, perhaps looking at total bookings, the lifetime value and then showing a backlog against that. But short of looking at bookings guidance, no change in philosophy at all.

Got it. Thank you.

Thank you. Next question today is coming from Tom Singlehurst from Citi. Your line is now live.

Yes. Good evening. Tom here from Citi. So thank you very much for taking the question. Yes, I suppose I wanted to go back to that. You're very clear about the driver of that one account, but [technical difficulty] sensitivity to the cycle. I was just wondering whether you can talk to that, whether there's any difference in outlook for smaller companies versus larger ones, international versus U.S. Any color on, as I say, sort of your perspectives around sort of broad cyclicality? You can start with that, and I have a quick follow-up if that's okay.

Thanks, Tom. It was a little broken up. So if I didn't get the question exactly right, just let me know. But I think what you're asking is are we seeing segments of customers that are performing better or worse than others or than we've seen historically, and you asked specifically about SMB. So historically, SMB has performed – has had lower retention rates than our large enterprise. So when we give you a dollar retention rate, you should anticipate our large enterprise customers are meaningfully outperforming that blended rate, and our SMB customers are underperforming that blended rate. We haven't seen significant change in that other than the fact that our mix has shifted, and we have less exposure to SMB than we had a year ago. So at this point, we consider roughly about 20% of our enterprise – of our customer base, rather, to be SMB. And I hope that answers the question. And we would expect in this cycle that to continue to see more pressure on SMB, less pressure on large enterprise. When we look at the business through the lens of geography, the biggest impact we see is the impact of currency, which has been a quite substantial headwind given that we're a global business and do have exposure outside the U.S. But other than that, nothing really new or remarkable to report.

Very clear. And then on the cash usage, you sort of talked about the – well, you sort of intimated that the buyback has been somewhat curtailed. I just – I mean can you just sort of once again sort of outline the sort of priorities for cash usage from here on in, especially in the context, I suppose, of rising interest rates and therefore sort of higher interest cost?

Great. It's Rich. I think it's pretty simple. Given the magnitude of fourth quarter, we've consistently signaled that as our confidence grows with that quarter, we'll be informed as to what we want to do from a capital allocation. Second, if juxtaposing between debt and share repurchase. On the debt side, I think the simple answer is we are definitely going to do something. It's a question of when and how much, particularly as exacerbated by the current rate environment. Even since our second quarter call, there's been two rate increases, 150 basis points. So when you put a very specific disciplined financial analysis, attending to the capital structure and the debt profile is probably an increasingly higher priority for us. We did announce and approved up to a $30 million share repurchase. We only executed about less than $2 million against that. And that plan is still in place, and we'll continue to evaluate share buyback.

Okay. Very clear. Thank you very much.

Thank you. Next question is coming from Raj Sharma from B. Riley. Your line is now live.

Hi. Thank you for taking my questions. I wanted to address a few things just in terms of the Global Knowledge uptick sequentially that you see. Do you expect to see that continuing stabilization/increase in the next several quarters? And then I have a similar question on Codecademy, just in terms of the growth and the metrics and the product uptake if you could give some color on that.

Sure. Raj, thanks. So we are really pleased that we've been able to stabilize the Global Knowledge business, and we also have a much better understanding of that business with each passing quarter. So I feel good about continued stabilization for the foreseeable future. Now keep in mind, it's a transactional business. So we don't have – our visibility on that business is more limited than our subscription business. But with that said, from what I can see today, it is stable, and that's good news. To understand why it's stable, a couple of key points. First of all, the entirety of the year-over-year decline in that business can be attributed to two partners on a year-to-date basis and one partner in the quarter. Those partners reduced their subsidies. In other words, they subsidized the customer in purchasing training. And when they changed their subsidy model, that reduced consumption. That is largely behind us, and we understand it very deeply today. The rest of the business has actually been growing. So that's good news, and that's where we get our confidence that this business is stable at this point in time.

Great. And then on Codecademy, the growth metrics and product uptake, any color on that? And whether you're expecting to reach a breakeven in the following 12 months as you had expected earlier?

Yes, certainly. So let's talk about Codecademy through the lens of code B2C and code B2B. Code B2C is growing. It got a slow start in the quarter, but then reaccelerated as the quarter progressed and into the current quarter. So we feel good about the B2C business as sort of, at this point, a high single-digit, low double-digit grower on a constant currency basis. If we look – and by the way, I'll point out, while that is below what we thought when we acquired the business, it's above where we believe most of our competitors are performing. So we believe that we're taking share in code B2C. If we look at the B2B side of the business, we're getting good traction with some very sophisticated customers. I'm talking Fortune 50 customers of real scale and sophistication taking Codecademy. That's the good news. Sales cycles have been a little longer than we expected, and I believe that's largely due to just caution that is with all customers in this economy. But we are seeing uptick. We are talking to more than 100 customers, most of them very large companies about code, and feel very good about our ability over time to achieve the original expectations we set on the B2B side of things.

Got it. And then I just wanted to clarify on the Skillsoft, the Content business. Am I understanding this correctly that you expect a good bookings quarter? And that's largely obviously the new customers. But in terms of this one downgrade you had from a large enterprise, you don't expect – that is a one-off event in your minds, and we shouldn't expect to see that occurring consistently, especially since you say the large enterprises are going to perform better than the SMBs despite a potentially shaky economy. Is that...

We have very few customers of that size, and so we have no reason to believe there's anything like that hanging out in the foreseeable future. I'd also say our organization has learned from that experience, and that's another reason why I feel that we're well positioned going forward to not have that kind of event, again, anywhere in the foreseeable future. If you look through that one event, the metrics in the business in the quarter were pretty consistent with our LTM metrics. So that's another way to look at the business and really get some confidence around Q4.

Okay. Thank you. Thank you for answering my questions. I'll take this offline. Thanks.

Thank you.

Thank you. Next question today is coming from Ken Wong from Oppenheimer. Your line is now live.

Hi. This is Nancy Liu on for Ken. Thanks for taking our questions. I have two. The first one, as you focus a bit more on cost savings here, do you see more areas or levers you can pull to further reduce the OpEx going forward and have the full effect of prior cost savings with the P&L yet?

So why don't I start and then Rich may add something. We're taking a very disciplined approach to our cost structure going into Q4 and next year. I'm really pleased with how the team is approaching that. And our headcount, we've been managing that very tightly. Actually, headcount was down sequentially. We've been focused on offshoring talent where that makes sense, and I expect that discipline to continue. Rich, anything to add?

I'd maybe add only the context. We did in the first 15 months bring four companies together and divest of another. So we're constantly on a journey, on a continuum of degrees of integration. And as we continue to do that, we'll drive further efficiencies out of the business. And great companies do this all the time. And part of our culture is continually and unrelentingly to look at how we're organized, spans and layers. And I think the quick response around our ILT business is evidence of organizing smartly and driving efficiencies in the process.

Got it. That makes sense. Very helpful. Thank you. And then my second question, I believe you mentioned previously you were increasing your inside sales capacity for Global Knowledge specifically. Can we get an update on that? Are those reps fully productive now? Or is there some more to go?

The organization is largely staffed. Now that's a continuous effort because there's always turnover in functions like that. And in terms of fully productive, the answer is no. I mean people that are hired take generally 12 to 24 months to be fully productive. It's one of the reasons we feel good about the future of this business. We made a lot of changes to our salesforce, not just within our Instructor-Led Training business, at Global Knowledge, but the Subscription business, too. And we hired a lot of great talent, and we expect that for that talent to be fully productive will take 12 to 24 months. So we won't achieve full productivity on those hires until next year.

Thank you.

Thank you. Next question today is coming from Robert Simmons from D.A. Davidson. Your line is now live.

Hey, thanks for taking our questions. I guess, first, what changes are you looking as CFO, Rich? Is it basically going to be essentially the same kind of approach to things? You already touched on guidance, but I'm thinking kind of operationally. And then how much of your time right now is spent on more CFO-type activities versus your old role of strategy and development and how do you expect that to evolve over the next few quarters?

Yes, I think – thanks for the question, Robert. I'm spending a lot of time on capital allocation, not only the debt and share repurchase that we spoke to. But as we look at the portfolio, we make sure we're driving the investment to our highest growth, more profitable areas of the business. And that address your second question. I'm spending almost all of my time on that. Have a good team, a continuity of team in our business and corporate development and our transformational office. We're not in an environment now where we're acquisitive. We'll continue to evaluate partnerships as they make sense, but that's not consuming my time. Mine is entirely focused on driving more efficiencies, productivity and good, smart, disciplined capital allocation.

Got it. And then on the Global Knowledge transition to Subscription, can you give us an update on how that's going? You have briefly alluded to it, but any more detailed color would be great.

So I don't want to overstate that. It is a transactional business, and it's not going to suddenly and remarkably become a subscription business. So we see the subscription opportunity on the margin, and we see the ILT capability as a differentiator for our subscription business. So for example, we've included ILT in our growing suite of career journeys. Those career journeys blend all of our capabilities to deliver a really immersive experience, really transformative experience to our learners and an experience that's aligned with the strategies of our customers regardless of what the topic area is, whether it's business skills, leadership, technology, all of the above and leveraging all of our modalities, including ILT, and we see that as a source of future growth. But beyond that, the core ILT business is transactional in nature and will likely continue to be.

Got it. That makes sense. And then so you touched on this or you talked about this for Codecademy. But what are you seeing in terms of changes in your sales cycles for the rest of the business? How much longer are they getting? Are you seeing deal compression or breakup? Any kind of color there would be helpful?

We are seeing sales cycles prolong from maybe six to nine months to more nine to 12 months. These are larger transactions with big sophisticated companies. And everybody is watching their budgets these days, so we're adapting to that. And you see that in our performance, you see it in our guidance. And that's – we should assume that continues for the foreseeable future. With that said, reskilling, upskilling workforce transformation remain critical imperatives. We also have a labor shortage in certain key roles, and employees are looking increasingly to development, their own development as a reason they stay with companies. So I believe we're well positioned. This is an increasingly critical service inside the enterprise. It just takes a little longer to close new business or upsell.

Got it. Thank you very much.

Thank you. Next question is coming from Arvind Ramnani from Piper Sandler. Your line is now live.

Hi. Thanks for taking my question. Yes, I just wanted to follow-up on some of the comments you just made on the sort of overall demand environment. You indicated on one hand, you have some of the deal cycles that are taking longer. And from my own checks that I've done on enterprise spend, it looks like 2023 budgets will likely come in pressured. Like overall, tech, education. I mean just kind of overall, it looks like kind of spending will be a little bit more curtailed in 2023 versus 2022 based on initial checks. And while I fully appreciate that budgets have not yet been finalized, that's kind of where – how things are looking. But on the other hand, it also looks like there's pretty good demand for – kind of pretty good demand that you're seeing. Can you just kind of help reconcile those, right, because you have budgets coming in, but it feels like the demand environment for Skillsoft still seems quite healthy.

Yes. Thanks for the question. We see a critical need for what we do. The key to growing in an environment like this and growing profitably, we believe is to be really smart about segmentation, really understanding where we can win, where we have a high likelihood to win where we can grow and aligning our products and our packaging and our pricing to those segments. So we're hard at work, doing that hard work to make sure that we can deliver the best possible outcome next year. The environment is a reality and the critical need for what we do is a reality too. And we believe we have a really unique offering. We are a player with deep enterprise heritage and the largest enterprise customer base. We have a tremendous breadth of content. We are the one player that's deep in technology, business skills, leadership skills and compliance. We have a tremendous breadth of modalities that allows us to deliver a truly transformational experience to our learners. And we're – we've designed our product as a content creator for the way people learn online today. For example, large percentages of the workforce are mobile. They don't have laptops or even tablets. They're working on mobile phones, and we are optimized with our micro learning approach for that kind of delivery. We believe this – the value that we deliver positions us in a really unique way, and we're going to seize that opportunity as the quarters progress.

That's helpful. And just on pricing, right, like as some of your clients maybe looking to keep kind of volumes and to keep kind of business healthy and growing with you all, are you seeing any pressure on unit pricing?

Well, I think in this environment, we always – we often end up in those kinds of conversations. We try to move them to be conversations about value and ROI. And we have really compelling ROI data, including a study we just did with Forrester on our ROI, which is really quite powerful. So we're equipped to have those conversations. The other important tool is to have clear segmentation and thinking about pricing and packaging. There is a segment of the market that sees learning as a check box, and we generally don't serve that part of the market. Well, maybe we need to play there. We tend to play and win where there's a workforce transformation imperative and there's a need to get employees from point A to point B. So for example, from hire to billable or reskilling a cohort for a project or develop from development people to their first promotion to people leader. Like that's where we win, and we intend to get better and better at that and extend our lead.

Terrific. And if I can just get one more in. It's been about a year since you've announced Codecademy. If you can provide any sort of update on sort of how business on that side has gone? I mean I would assume the businesses are fully merged and may not be keeping full discrete drag of one growth rates. But how is Codecademy – have been a good acquisition, whether it's kind of help you land some new deals? Or is growth accelerating there? Any sort of updates on Codecademy would be super helpful.

Well, we're a little more than two quarters into our period of ownership. So while we announced last year, the starting gain really went off this year, and I feel good about the progress we made. I should say, first of all, we operate the business much as it's been operated before. The B2C team has a tremendous amount of autonomy to grow their business. They're really good at it, and I believe they're outperforming the competition in that particular segment. That's the B2C side. On the B2B side, we're just getting started. Sales cycles are nine, six, nine, 12 months. We've closed our first deals with very large customers. We've got about two dozen very large enterprise customers that have signed. We've got a pipeline of more than 100 customers of scale that we're talking to, and I feel good about where we are and the progress that we're making. In terms of being able to tease out the various costs, we are integrating a lot of the back office cost structure. So we don't report bottom line for Codecademy. It's not a separate reportable segment. But there was a question I neglected to ask earlier, and I think you're asking that, too. Are we roughly on track to be roughly breakeven in that business next year? And as best as we can tell, yes, the fact is that there has been substantial integration of back office, and so it's hard to break that out. But I feel roughly on the trajectory that we set at the time of the transaction.

Got it. Terrific. Thank you for the answers. I appreciate it.

Thank you.

Thank you. We’ve reached the end of our question-and-answer session. I'd like to turn the floor back over for any further or closing comments.

Super. Thank you very much. First of all, I'd like to thank the entire Skillsoft team around the globe. This is a challenging operating environment, and I'm pleased with the way the team is stepping up to that challenge and the opportunity ahead. I also want to thank all of the analysts who are on this call and follow our business. We don't take you for granted. We greatly appreciate all the hard work that you do to follow our company. And to all of our shareowners, thank you very much. We are deeply committed to delivering a return. And in many ways, we're just getting started on the operational execution of a vision that we feel is very big and very important and will make a difference. So thank you very much. We look forward to keeping you posted.

Thank you. That does conclude today's teleconference and webcast. You may disconnect your lines at this time and have a wonderful day. We thank you for your participation today.