Skillsoft reports Q2 revenue dip, maintains adjusted EBITDA expectations despite macroeconomic pressures and updates full-year guidance following strategic transformation efforts.

OPERATOR - (00:00:00)

Thank you for standing by and welcome to Skillsoft's second quarter fiscal 2026 results conference call. At this time all participants are in a listen only mode. After the speakers present, there will be a question and answer session. Please note that today's call is being recorded and a replay of the call and webcast will be available shortly after the call concludes for a period of 12 months. I would now like to hand the conference over to your first speaker today, Steven Poe, Investor Relations. Thank you. Please go ahead. Thank you, Operator. Good day and thank you for joining us to discuss our results for the second quarter ended July 31, 2025. Before we jump in, I want to remind you that today's call will contain forward looking statements about the Company's business outlook and our expectations that constitute forward looking statements within the meaning of the U.S. private Securities Litigation Reform act of 1995, including statements concerning financial and business trends, our expected future business and financial performance, financial condition, and market outlook. These forward looking statements and all statements that are not historical facts reflect management's current beliefs, expectations and assumptions and therefore are subject to risks and uncertainties that could cause actual results to differ materially from the conclusions, forecasts, estimates or projections in the forward looking statements made today. For a discussion of the material risks and other important factors that could affect our actual results, we refer you to our Most recent Form 10K and other documents that we file with the securities and Exchange Commission. We assume no obligation to update any forward looking statements or information which speak as of the respective dates during the call. Unless otherwise noted, all financial metrics we discuss will be non GAAP financial measures which are not prepared in accordance with Generally Accepted Accounting principles. For example, listeners should be cautioned that references to phrases such as adjusted EBITDA and free cash flow denote non GAAP financial measures. Non GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures. A presentation of the most directly comparable financial measures determined in accordance with gaap, as well as the definitions, uses and reconciliations of non GAAP financial measures included in today's commentary to the most directly comparable GAAP financial measures is included in our earnings Press Release, which has been furnished to the SEC on Form 8K and is available at www.sec.gov and is also available on our website at www.skillsoft.com. following today's prepared remarks, Ron Hubsepian, Skillsoft's executive chair and chief executive officer, and John Frederick, Skillsoft's chief financial officer, will be available for Q and A With that, it's my pleasure to turn the call over to Ron.

Ron Hubsepian - Executive Chair and Chief Executive Officer - (00:06:18)

Thanks Steven. Good afternoon and thank you for joining us. Economic uncertainty extended Q1 headwinds into Q2 and weighed on revenue primarily through lower customer discretionary training spending. The impact was most pronounced on our live learning offers which include nearly all of global knowledge products while affecting only one product Coaching in TDS with clearer visibility and established buying patterns and given Q1 and Q2 contribute 30 to 40% of our annual bookings, we are updating our full year revenue guidance. Despite a lower revenue base, we delivered consistent profitability and improved adjusted EBITDA margins which reflects the success of our expense reduction of operational improvement and resource allocation initiatives executed to date. As a result, we are maintaining our full year expectations for adjusted EBITDA and free cash flow which John will cover in more detail. Ahead of our results, we want to update you on our transformation. We're about one year into our execution plan which is producing encouraging proof points, most notably a fourth consecutive quarter of revenue growth in our TDS Enterprise solution which represents more than 90% of the TDS segment. The people transformation and new roles are foundational to the next phase of our transformation which are driving the new AI innovation based product roadmap and our new positioning that will focus on intelligent learning, design skills, intelligence and immersive learning experiences. To summarize our key transformation actions, since launch last August, we have created and implemented a dual business unit structure, improved our operational execution, conducted a significant shift in critical resources, and recently finished building out our talented bench of leadership to drive our strategy forward. In total, these actions helped deliver 45 million in expense reductions, contributed significantly to profitability and margin expansion, and we have begun to stabilize our core TDS Enterprise segment. Turning to the second quarter, broad macro and geopolitical headwinds weighed heavily on GK during the first quarter and continued into the second quarter with the largest impact coming from slower demand in North America and in the Middle East. These were driven by external factors. As a result, we are updating the revenue guidance. John will provide the specifics. Our teams continue to deliver on our strategic priorities. First, we have focused on leveraging the existing scale of our platform and our relationship management teams that already serve nearly 3,000 customers. I'd like to share three examples of customer wins from Q2, all more than $1 million of total contract value which validate our strength in providing value to enterprise organizations. A global athletic apparel brand partnered with us to enhance leadership capabilities and drive cultural transformation. Our Unified Learning Solution integrated risk based compliance inclusive leadership development and innovation training. Our personalized learning pathways and analytical tools help the organization to track progress and elevate engagement while streamlining global compliance. A global semiconductor manufacturer engaged our team to enhance their learning ecosystem for 43,000 employees with a focused AI powered content and personalized learning paths. The program includes certifications in cloud, cybersecurity and agile methodologies. Our ability to deliver high impact learning at scale is helping the customer meet aggressive innovation timelines and improve cross functional collaboration. A leading European provider of digital services partnered with us to launch a large scale workforce transformation initiative. We were selected for our ability to deliver strategic learning at scale, which we accomplished with them. In just 18 months, the company's global workforce earned over 20,000 certifications in cybersecurity, cloud data and AI and service management. These wins reflect the growing demand for scalable high impact learning solutions as organizations adapt to rapid shifts in workforce and AI technology. To meet this need, we are evolving our product strategy to focus on AI native design skills, intelligence and enterprise grade flexibility. This shift is not limited to an enterprise HR team. It is increasingly relevant to the executives across the organization who are focused on building workforce capabilities that directly link to measurable outcomes. Later this month we will share details about a new AI authoring experience designed to change the way organizations create and deliver learning. This innovation is part of a broader roadmap focused on personalized skills development, scalable certification and advanced analytics. These capabilities will enable enterprises to produce high-quality content faster at a lower cost, localize and govern it at scale, shorten time to competency and quantify the ROI through deeper skills and compliance insights. As part of our roadmap we advanced CASEY by adding full voice mode 5 level proficiency scoring, an improved feedback rubric and a new behavior trait for more dynamic conversations. For enterprises, this scales realistic role play, delivers consistent and audible proficiency signals, speeds time to competency, lowers coaching costs and links skills progress to faster sales, ramp higher customer satisfaction and stronger compliance. We expanded global learner support with unified language experience and in over 50 languages. We launched an intuitive page builder for custom enterprise landing pages and broadened HR and technology certifications with comparative dashboards by department geography, each having custom attributes as desired. For enterprises, this delivers faster global rollouts, higher adoption and completion, consistent governance and clearer ROI from skills and compliance gains. Skillsoft Percipio platform momentum continues with technology learners up 50% year over year, AI learners up 74% and AI learning hours up 158%. Enterprises are scaling with Skillsoft to close the skill gaps, reach competency faster, adopt AI more broadly, cut training and onboarding costs and improve their KPIs. Bringing it all together. We're confident in our core businesses durability and in the strategic investments in our go to market and product portfolio, all of which will enable us to return to market growth rates. With that, now let me hand the call over to John to cover our financial results in more detail.

John Frederick - Chief Financial Officer - (00:14:30)

John thank you Ron and good afternoon everyone. As a reminder and as noted at the opening of the call, consistent with prior quarters, this section covers non GAAP measures unless otherwise stated. As Ron noted, we continue to advance our transformation and are seeing encouraging signs even amid persistent macroeconomic and geopolitical challenges, particularly in public sector spending. Within our global knowledge segment, we have made considerable investments in our go to market enterprise customer resources and products and while it's too early to conclude on the efficacy of these investments, I wanted to share some initial insights with respect to enterprise customers. We invested in specialized subject matter experts SMEs to help our customers make the most of their talent development journey. These SMEs improved dollar retention rates by more than 10 percentage points better than the average. The investments made in Q2 will need time in market for us to see the effects aiding this rollout of key investments. We now have a new marketing leader and expect to make some exciting product announcements in the upcoming weeks as Ron referenced earlier. Now turning to the results, Revenue for Talent Development Solutions or TDS was 101.2 million in the second quarter, slightly down year over year. Our TDS performance continues to benefit from our efforts to capitalize on the evolving market shift from traditional learning and skills development towards more comprehensive talent development solutions. However, during the quarter, the growth in our TDS Enterprise Solutions was masked by declines in our learner product line, reflecting fundamental changes in the B2C market over time. Global knowledge revenue of 27.6 million in the quarter was down approximately 2.9 million or 9.6% year over year. We continue to see softening demand reflecting lower discretionary spending, particularly in North America, and from geopolitical instability in the Middle east which impacted GK during the quarter. These market conditions are central to our view on full year guidance which we'll cover shortly. Total revenue of $128.8 million in the second quarter was down 3.4 million or 2.6% year over year. Our TDS LTM dollar retention rate or DRR as of the second quarter was 99%. This compares to 99% last quarter and 98.4% one year ago. Churn and erosion in our federal business had a material effect on DRR in the quarter, reducing our performance within the quarter by approximately 4 percentage points. Putting the materiality of this in the proper context, now I'll walk through expense measures which again saw a year over year improvement as a result of the cost reduction initiatives we executed in the back half of last year. Cost of revenue of 32.7 million in the second quarter or 25% of revenue was up 1.6% year over year, reflecting higher utilization of certain platform features by our customers. Content and software development expenses of 13.2 million in the quarter or 10% of revenue were down approximately 5.9% year over year. These improvements largely reflected productivity gains from leveraging AI and a sharper focus. Selling and marketing expenses of 38.5 million in the second quarter were 30% of revenue were down approximately 3% year over year. General and administrative expenses were 16.1 million in the second quarter or 12% of revenue, down approximately 10.5% year over year. Total operating expenses were 100.5 million in the second quarter or 78% of revenue, down 3.4 million or 3.2% year over year. Despite the lower revenue base compared to the prior year period, we once again delivered strong profitability with adjusted EBITDA of 28.3 million flat compared to last year. Adjusted EBITDA margin as a percentage of revenue for the quarter was 22% compared to 21.4% last year. GAAP net loss was 23.8 million in the second quarter compared to a GAAP net loss of 39.6 million in the prior year period. GAAP net loss per share was $2.78 compared to $4.84 per share in the prior year period. Adjusted net income of 7.9 million in the second quarter compared to adjusted net income of 7.1 million in the prior year. Adjusted net income per share of $0.92 in the second quarter compared to adjusted net income per share of $0.87 in the prior year. Moving to cash flow and balance sheet highlights, free cash flow for the quarter was negative $22.6 million compared to negative $16.1 million in the prior year period. As we anticipated and as we alluded to in the last quarter's call, most of the positive free cash flow we generated in the first quarter reversed in Q2. However, year to date, free cash flow remains positive and was approximately 3.5 million as compared to a cash usage in the prior year of 5.7 million. Again, this was driven largely by normal seasonality, as Q2 is typically our weakest cash flow quarter, as well as timing of collections and certain disbursements in the quarter. Looking to the balance of the year, improving free cash flow and generating consistent positive free cash flow continues to be a top priority and accordingly, we're reiterating our expectation of 13 to 18 million dollars for the full year. GAAP cash, cash equivalents and restricted cash was 103.4 million at quarter end.