Cengage Learning Holdings II, Inc. (CNGO) Earnings Call Transcript & Summary

Good day, ladies and gentlemen and welcome to Cengage's Fiscal 2022 Third Quarter Ended December 31, 2021 Investor Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, Richard Veith, Senior Vice President and Treasurer at Cengage Group. Sir, the floor is yours.

Good morning and welcome to Cengage Group's fiscal 2022 third quarter investor update. Joining me on the call are Michael Hansen, Chief Executive Officer; and Bob Munro, Chief Financial Officer. A copy of the slide presentation for today's call has been posted to the company's website at cengagegroup.com/investors. The following discussion may contain forward-looking statements within the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. Such forward-looking statements 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 conditions to differ materially from those indicated in the forward-looking statements. You should consider such factors, many of which are subject to the risks and uncertainties discussed in the Risk Factors section of our fiscal 2021 Annual Report for the year ended March 31, 2021. 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. 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'll 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 first 9 months details, before we open the call for questions. Michael?

Thank you, Richard. Good morning, everyone and welcome. I am pleased to report that we have continued to execute against our strategic plan and delivered strong financial results in the third quarter of fiscal 2022. These results were driven by our growing customer impact and loyalty which is a direct result of the dedication of our entire Cengage Group organization as we have diligently helped our customers work through the disruptions of the pandemic and most recently the Omicron variant. A sincere thank you to the over 4,000 employees who share a common purpose to put our customers first each and every day. During this fiscal year, we have made considerable progress against our 3 strategic priorities. Increasing our US higher Ed digital user base, accelerating the growth of our workforce skills business, and increasing operating efficiency through leveraging content, product, and technology synergies across our portfolio. These initiatives position us to continue to outperform the industry. And will drive sustainable revenue and profit growth in fiscal '23 and beyond. In addition to continued investment in our long-term organic growth, we recently announced an important acquisition in the work force skills market. With the acquisition of InfoSec, we have expanded into the fast growing cyber security professional training segment and meaningfully increased the size, scope and capabilities of our workforce skills business. I will expand on this a bit later on. We had a strong third quarter with nearly all segments growing double-digits. US higher education posted increased adjusted cash revenue driven by the strength of institutional sales and favorable restocking and return trends. Yet again Cengage has outperformed the industry and we are highly confident that US higher education will return to its growth trajectory despite ongoing enrollment challenges. We are projecting that US higher Ed will finish the fiscal year broadly flat. The balance of the portfolio including international higher education, secondary education, English language teaching and research all continued their sharp bounce back from COVID-driven declines of the prior fiscal year. They have benefited from the reopening of institutions, higher levels of the [ doctor ] confidence, and stimulus funding in their respective markets. Our workforce skills business once again posted strong topline growth of close to 20% year-over-year. We are seeing sustained demand due to the skills shortage and the positive impact of robust lead flow and strong conversion rates. We believe we are in the early innings of this large growth opportunity. According to research conducted by Cengage Group 78% of US individuals who have recently resigned or plan to resign from their job are pursuing online training courses or certification programs and 64% said these courses were essential for them to land a new job. This demand for a better skilled workforce continues to power our business. The acquisition of InfoSec and our ability to leverage existing Cengage Group relationships and data will allow us to drive sustained higher growth going forward. Our workforce skills strategy is focused on career verticals with high employment demand, specifically allied health, non-coding IT, and skilled trades. We believe our brand, content and technology uniquely positions us to aggressively pursue these market segments. We have already established a strong leadership position in the academic channel via our Ed2Go business. In parallel, we are continuing to build direct-to-consumer marketing capabilities to reach learners directly. And lastly, our recently announced acquisition puts us [ squarely ] into the employer training market which presents the largest channel and highest growth opportunities. Let me share a bit more detail on InfoSec and its strategic fit. InfoSec is a leading cybersecurity education provider. The online employer paid cyber security training segment is currently a $1 billion market and is expected to grow to $10 billion annually by 2027. The frequency of cyber-related attacks has rapidly increased as the world has shifted to remote and hybrid work environments. The demand for skilled and knowledgeable cybersecurity professionals has grown dramatically to offset the devastating consequences that these attacks have on businesses and personal safety. Currently there are 3.5 million unfilled cybersecurity positions available globally with more than 500,000 in the US alone. Since its founding in 2004, InfoSec has trained more than 100,000 cyber security professionals and helped more than 5 million learners with training to improve cybersecurity knowledge and safety at home and at work. With our scale and resources more cyber security professionals will have access to high quality, convenient options to develop the skills they need. We will harness our global presence and scale to expand the reach of InfoSec's highly rated product and services to train learners in the US and across the globe. We are excited to welcome the talented team of InfoSec professionals to Cengage Group. Bob will provide some further financial details of the transaction in his remarks. In line with the strategic priorities outlined earlier, we have finalized plans to realign the Cengage Group portfolio. We are organizing our portfolio of businesses into 3 core business units going forward. First, we are integrating our 3 core solution businesses; US higher Ed, international higher Ed, and secondary education into one business unit. This change will maximize our ability to leverage synergies across these businesses that share content, technology platforms and support services. In addition, the investments we have made in our US higher education business during the past 5 years to effectively migrate that business to over 80% digital will now be further leveraged with international higher Eds and secondary education to power their digital migration. Not only does this integration allow us to deliver digital products faster, but it will also significantly reduce business complexity. In parallel to the development of this new business unit, we have managed an orderly and thoughtful succession plan leading up to Fernando Bleichmar's departure from Cengage Group. Fernando will be succeeded by [ Naeem Kohli ] and Morgan Wolbe as colleagues of this new business unit. Naeem and Morgan have both been with Cengage for more than 7 years in strategy, commercial, operations, and finance leadership positions. And both were instrumental in driving the successful digital transformation of the US higher Ed business and the success of Cengage Unlimited. Especially in the challenging recruitment environment we are proud of the strong bench of talent we have built over many years. Our second core business unit is workforce skills which is becoming a more substantial and valuable part of the Cengage Group portfolio. Under this realignment the workforce skills business will leverage our entire portfolios relationships, content, and data to drive future growth. And finally our third core business unit consists of the remaining 4 strong performing businesses, each serving unique markets and customers, English language teaching, research, Australia K12, and Milady. These operational changes have been in process for some time and we are well into the implementation planning phase. We will provide more details on any impact on our reporting segments for fiscal '23 on our Q4 fiscal '22 business update call. In summary, the results we achieved in the third quarter support our confidence that we are on track to hit our financial targets for fiscal '22. The addition of InfoSec to our fast growing workforce skills business and the changes we have planned for our business operations will create greater efficiencies and allow us to focus our resources on the digital growth opportunity we see in higher Ed and secondary. As well as the continued acceleration of workforce skills. With the wind at our backs, we are focused on a strong close to our fiscal year heading into fiscal '23. We appreciate the support of our stakeholders and we are committed to building long-term sustainable value in Cengage Group. Bob will now take us through the business performance and financial results in more detail. Bob, over to you.

Many thanks, Michael and Good morning. I'll begin on slide 9, the Cengage Group financial highlights. Looking briefly at the third quarter, the business had a strong Q3 with adjusted cash revenue of $264 million, up 15% against the prior period. All businesses contributed meaningfully to this strong growth. Notably the US higher Ed segment was up 11% in the quarter with adverse phasing effects which had held back the first half performance reversed as we expected. Adjusted cash ELPP in the third quarter was $60 million, up $17 million compared to the prior period. As we have discussed previously, our quarterly results were significantly impacted by ongoing shifts in timing of revenue recognition, particularly in US higher Ed. In fiscal '22, quarterly profit trends were also impacted by cost phasing shifts implemented in fiscal '21 to mitigate COVID impact. As the year progresses through the academic cycle these phasing effects moderate. With 9 months now behind us, the year-to-date results on which I will focus provided clear indication of the growth trajectory of the business for the full fiscal year. Following the strong third quarter, year-to-date adjusted cash revenue is now up 6% to over $1 billion. Within this, Cengage's overall digital progression continues with digital net sales up 3% year-to-date and 6% on a trailing 12-month basis building on the accelerated gains we saw last year through the heights of the COVID pandemic. Adjusted cash ELPP for the first 9 months was $263 million, up 9% and meaningfully outpacing revenue growth as we continue to evolve and leverage our operating model and drive margin expansion which improved by around 60 basis points. With ongoing ELPP growth and strong cash generation, we continue to progressively strengthen our balance sheet and liquidity position. We ended the third quarter with over $500 million in cash, liquidity of over $600 million, and having further reduced our net leverage to 5.4 times. With the recent announcement of the $191 million acquisition of InfoSec, we are deploying excess cash to accelerate our workforce skill strategy to drive shareholder value. Slide 10 summarizes the year-to-date financial results across our business segments. In summary, all businesses have maintained or accelerated their momentum through the third quarter. Segment by segment and the Cengage Group, the year-to-date performance is very much in line with the full year expectations previously provided. This include US higher Ed where the institutional sales shifts and benefits of lower returns came during the third quarter as expected, meaningfully moderating US higher Ed's year-to-date revenue decline. With this and revenue growth improving in ELT and secondary, Cengage's year-to-date revenue growth accelerated to 6% from 3% in the first half. This strong pick up in the revenue trajectory and inherent operating leverage drives underlying margin progression in all segments other than work force skills. In workforce skills, we are continuing to invest the scale of the business and drive higher future returns. Turning to US higher Ed on slide 11. After the expected third quarter reversal of adverse timing effects which held back first half performance, year-to-date adjusted cash revenues are now just marginally behind the prior year reflecting a modest 2% decline in net sales. Excluding Milady which is growing at well over 10%, US higher Ed net sales were down 4% through the end of the third quarter. This period covers the fall summer and fall selling seasons and our performance is broadly in line with the 3% headline decline in undergraduate enrollment. As we covered in our last update, enrolments aside our overall performance this year has been held back by what we firmly believe was a temporary hiatus in net adoption share gains. This reflects our sales organization not being in the field for 3 successive sales seasons and customer reticent to change adoptions given COVID uncertainty. Beyond enrolment and adoption share, the business continues to see strong growth in institutional sales, both Cengage and limited institutional and inclusive access which has improved sell through and offsets modest price attrition. This price attrition is largely mix-driven as prices otherwise continue to stabilize as we expected. The moderation of adoption share gains from COVID-driven constraints on sales activity and customers propensity to change mainly impacts digital courseware and Cengage Unlimited which drove the temporary activations and sales trends by product. We remain of the view that our overall and digital performance this year is a temporary aberration. Our sales team is back in the field sharply focused on driving adoption share gains, digital conversion, and sell through. They are armed with unique product and commercial offerings, further enhancing differentiated for the coming year by the launch of Cengage Infuse and backed by our leading customer service capabilities. Whilst we expect the results of these efforts to come through in the coming fall, we are encouraged by the momentum building through the current spring season. This spring season is well advanced and tracking marginally ahead of fall trends and we expect the full year net sales performance to modestly improve. This is expected to result in flat adjusted cash revenue performance to the US higher Ed segment this year, taking into account strong growth in Milady, content licensing revenues and benefits to returns provisions. Our other segments are addressed on slides 12 and 13. In international higher Ed, we continue to see a steady recovery from the pandemic across the majority of our geographic markets albeit at a slower overall pace than other impacted segments. Adjusted cash revenues grew 7% year-to-date reaching $121 million. We saw double-digit sales growth in Asia, EMEA, and the Australian K12 business and sustained digital demand. Overall growth was moderated by continued pressure in Australian higher Ed sales reflecting delayed recovery in international student enrolments. For the full year, we expect revenue growth to be broadly in line with the year-to-date performance and the business to continue to recover through fiscal '23. In our secondary business, year-to-date adjusted cash revenues grew 10% to $138 million. The primary driver of growth is sales of advanced placement and U.S. higher Ed course materials into the high school segment. This reflects the successful strategic repositioning at the start of this fiscal year towards career and college readiness, extensively leveraging our U.S. higher Ed content and technology platforms. With the secondary business generating less than 10% of annual revenues in the final quarter, we expect to sustain the year-to-date growth through the full year. Looking to fiscal '23, we expect the multiyear Federal Elementary and Secondary School Emergency Relief Act or ESEA to sustain the strong recovery in overall market demand, which we saw this year. Our English language teaching business has recovered rapidly from the pandemic, reflecting the underlying strength of market demand and the quality of our business. Adjusted cash revenues are up 33% year-to-date at $68 million, led by the Latin American and EMEA regions and this reflects school reopenings, recovery in enrollment and heightened digital demand to support shifts to hybrid learning. Growth of over 50% in EMEA also reflects the first material order under the multiyear contract with the Ministry of Education in Egypt, which we announced earlier this fiscal year. We expect ELT to maintain its momentum through the final quarter, resulting in full year adjusted cash revenue growth of around 30% with strong momentum going into fiscal '23. Rounding out the segments on Slide 13. Research maintained its momentum through the third quarter with year-to-date adjusted cash revenues growing 15% to $159 million. Year-to-date revenues continue to benefit from phasing effects, which were expected to reverse in the final quarter and moderate full year growth to the high single digits. Performance is underpinned by strong subscription renewals, which is 95%, 1% ahead of the prior period. Growth is otherwise driven by a strong recovery in global demand for digital archives and collections and the K-12 academic library sector, where we have been investing to build on a leading position and capture increased customer demand supported by the multiyear SF federal funding program. Workforce skills has also maintained its strong growth momentum. Year-to-date adjusted cash revenues hit $41 million, 20% ahead of the prior period and broadly in line with our full year growth expectations. The momentum in the business reflects the combination of strong underlying demand, a strategic focus on job verticals with large structural employment and skills gaps, such as Allied Health, where we have a leadership position and investment-driven improvements in lead generation and conversion. Over the course of fiscal '22, we have also invested in operating capabilities to enable the business to scale profitably in the future. Slide 14 provides further details on the financial profile of InfoSec. As Michael has covered, the acquisition of InfoSec meaningfully accelerates our strategy and workforce skills. InfoSec extends our offerings in the highly attractive non-coding IT job vertical with market-leading products in cybersecurity professional training and it also increases our position and capabilities in the employer segment. The combination of InfoSec and our existing high-growth Ed-To-Go business adds real scale to the workforce skills segment. We expect workforce skills revenue to meaningfully exceed $100 million in fiscal '23, underpinned by the strong and sustainable growth momentum exhibited by both these businesses in the last year. Further, we see opportunities to accelerate the growth through distribution of InfoSec training courses across academic channels where Ed-To-Go has a leading position and through leveraging Cengage's broader go-to-market capabilities and international footprint. In calendar '21, InfoSec generated cash revenues of $31 million, up over 20% on the prior year. Not only is this business growing strongly, but it is characterized by high recurring revenues, both through its rapidly growing SaaS based offerings and tenured B2B customer relationships. In calendar '21, together, these accounted for over 80% of revenues. The business has historically been profitable. InfoSec generated a modest contribution in the last 2 years as profit development was temporarily held back by intentional investments in new SaaS based products. With these products now established and growing strongly and a strong line of sight to revenue synergies, we expect the operating leverage and profit contribution of the business to progressively improve going forward. InfoSec will be accretive to profits in fiscal '23 and is expected to generate strong returns on our investments of $191 million over the medium term. The transaction is subject to normal regulatory clearances and is expected to close in the fourth quarter of fiscal '22. Turning to the cash performance of the business on Slide 15. Our business is highly cash generative and is on track for another strong cash performance in fiscal '22. Year-to-date, unlevered free cash flow was $232 million, with 88% of adjusted cash EBITDA, less pre-pub being converted into cash. These year-to-date results and conversion rate reflect a normalization of the cash dynamics of the business in comparison to the prior period. The fiscal '21 performance reflected significant temporary benefits from COVID mitigation measures, together with a step change in structural working capital levels flowing from actions taken to leverage the accelerated shift to digital. The temporary benefits have now largely reversed and the structural benefits such as reduced inventory levels have been successfully maintained and are being further built upon. Slide 16 addresses our liquidity position and net leverage. We have continued to strengthen our balance sheet and liquidity position. Our total cash balance at the end of December was $509 million with total liquidity over $600 million. The continuation of strong cash generation and ELPP growth has further reduced leverage, which stood at 5.4x on a net basis at December 31. We expect the net leverage position to further improve through the final quarter to 5.2x to 5.3x before the acquisition of InfoSec. The financial strength of the business gives us the confidence to finance the acquisition of InfoSec from excess cash on our balance sheet. The acquisition will temporarily increase our net leverage by 0.6x. Including InfoSec, therefore, pro forma net leverage at December 31 was 6x. We remain committed to progressively reducing our net leverage to 4x over the medium term. We expect the strong momentum seen in fiscal '22 against its goal to be maintained both through fiscal '23 and beyond. We also continue to assess our capital structure to support our strategic objectives. Within this, we expect to refinance the $620 million of outstanding senior secured notes well ahead of their maturity in June 2024 and are confident in our ability to do so. In summary, with the full fall season behind us, the spring season in U.S. higher Ed very much on the track and other businesses maintaining their growth momentum through the fourth quarter, we are firmly on track to meet our full year guidance for fiscal '22. This is recapped on Slide 17. We expect 5% to 6% adjusted cash revenue growth this fiscal year, translating to 9% to 10% adjusted cash ELPP growth and furthering our track record of ELPP margin expansion by another year. The combination of strong ELPP growth and cash generation is expected to bring our net leverage down to 5.2x to 5.3x before the acquisition of InfoSec. With only 2 months of this fiscal year to go, we have strong momentum going into fiscal '23 and are focused on evolving our operating model to sustain our growth and further accelerate our strategy. With that, I'll hand back to the operator for questions.

[Operator Instructions] And the first question is coming from Matt Swope from Baird.

Bob, can I just pick up on what you were just talking about around the capital structure. Given the strong performance, does it makes sense to refinance those bonds sooner rather than later? Michael was talking about the new segments and it felt a bit like the third segment was a hodgepodge of different things. I guess, maybe in a related question, is there any intention to potentially dispose of some of those sectors that seem to be a little bit outside of the main focus these days? And then finally, also related, Bob, could you just be a little more specific when you talk about the 4x leverage target, what do you think the timing on that could be?

So let me deal with the capital structure and the leverage points. So, you're probably aware that the notes, the call premium comes off mid-June this year. And so we see that as the first potential window to contemplate refinancing. So that's very much front of mind. We're not in a desperate rush to do it. We will assess the state of capital markets as we go forward over the coming months and then sort of consider the detail of the action plan and implementation thereafter. As I said, what I would stress is we are going to do it well in advance of the June 2024 maturity. In terms of net leverage, I've always sort of said that target is over the medium term and been very specific about that because as we demonstrated this year, where there are attractive opportunities to acquire businesses and further our workforce skill strategy, we will explore those opportunities and execute where we think appropriate as we did with InfoSec. So, the cash generation of the business, the direction, the trajectory to that 4x is very much a medium-term goal taking account of that inorganic strategy in workforce skills. I think on the last point, sorry, Michael, go ahead.

No, go ahead, finish your point, Bob.

I think on the last point, those businesses are, I think, less of a hodgepodge, but I think they are characterized as businesses which are strong growing businesses in their own right. They leverage sort of shared infrastructure. They leverage international footprint and pursuing sort of strategies. I think that we have and you've heard Michael talk about this previously, in terms of the research business, it stands somewhat outside sort of core strategy, but it nevertheless is a very strong business and generates a lot to our cash and profitability. So, Michael, I don't know if you wanted to add anything?

No, I think you summarized it very well.

And the next question is coming from Luke Cummings from Beach Point Capital.

Just a question on enrollments. I guess you talked about the spring being marginally better and higher Ed. Is that -- are you seeing marginally better enrollment there at all? And then how do you think about enrollments going into fall 2022?

Yes, Luke, let me take that. It's the big questions swirling around the industry. And I think the true and honest answer is nobody knows what's going to happen in the fall at this point. We are not assuming for our planning purposes. We are not assuming a major change in trajectory. The enrollments in the fall were down 3.1%, roughly rounded 3%. We are not assuming that there is a major turnaround in this. And when we say the enrollments in the spring were marginally better, it's just a question of our people dropping off between fall and spring. And typically, the spring was very consistent with the fall and that's what we're seeing this year, which is a good thing because we didn't see people turn away from education because of the labor market or turn away from education because they couldn't be in person, etc. So -- for our planning purposes, we are assuming the continued trend of pressure on enrollment, but our growth plans are really focused on continuing to drive digital and obviously our workforce skills business.

And then I noticed that you guys had Cengage Unlimited subscriptions down. Can you talk a little bit about what's driving that?

Yes. We can talk about this. Let me provide probably sort of a quick overview as in comparison between fiscal year '21 and fiscal year '22. And then I'll ask Bob to chime in more on the trends with Cengage Unlimited specifically. From a big picture perspective, Luke, what happened in '21, '21 was the eye of the storm of COVID. And in '21, simplistically speaking, everybody was very certain that they couldn't teach on campus and they would have to teach virtually. And even the most stubborn print adopter would say, well, I've got to get ready to teach virtually and they went to all kinds of methods, including, obviously picking digital learning materials more than they ever had in the past. What we are seeing in '22, our fiscal '22, i.e., the last fall, is that, that is kind of normalizing in the sense that people are more operating in a hybrid model, classes are open, students are back on campus. And therefore, you're seeing a normalization of the trends. But if you look between '20 -- fiscal '20 and '22, the trend lines are actually continuing to point in the right direction. It's just that '21 was bit of an aberration because of the unusual situation of the COVID impact forcing everybody to go digital. Bob, do you want to provide any more color on CU specifically?

Sure. And perhaps just picking up where you left off, Michael. I think if you look at sort of Courseware and CU, first thing I'd emphasize, to the point Michael is making, that this is, in our view, a very much a temporary aberration. And if you look at the last 3 years, just as context through fiscal '21 across, I think, all the key metrics, you see a very strong sort of trajectory in compound growth. So, digital sales in total have grown at a compound growth rate of 4% as did Courseware. You've seen digital get to progressively to over 80% year-over-year. Our activations have grown, our units are up, and our institutional business has been growing strongly and it's now 20%. So, I think that's really important context. I think the second point is when you look at sort of CU and Courseware, it's been very much driven by takeaways or adoption share gains. And our takeaways, as we sort of previously said, in the last year, have been significantly down compared to the last 3 years. And that's the principal driver of Cengage Unlimited because that's the storefront for Courseware. And so what we're left with, with those lower takeaways, is the Courseware decline and indeed Cengage Unlimited decline, principally reflecting enrollment, which is the 3% or so and some sort of modest sort of price attrition, which is principally driven in Courseware by mix, which is the continued shift of bundles to stand alone in CU. And the key driver that reduced takeaways, again, which we've touched on before, is the fact that our sales team have not been in field now for 3 successive sales seasons. And this year, that was amplified by some customer reticent to make change because as they were coming into this sort of academic year, they were really focused on what learning environment is going to be given where we were in COVID. The reason we're confident that we're going to address that going forward is, the sales team are back in the field, they are building pipeline, there's clear propensity across the customer base to change. We've got market-leading differentiated products, which we further added to with Cengage Infuse -- we've expanded institutional sales teams. And we're seeing already in the spring season that coming through in sort of pipeline and customer appetite. So, as we think forward to next fall, we believe that the trends that you've seen this year are very much going to be proved to be sort of temporary as we come back strongly in terms of takeaways.

And I would now like to hand the call back to Michael Hansen from Cengage for closing remarks.

Yes. Thanks, everybody, for participating in the call. We are looking forward to updating you on our full year results in June. And in the meantime, have a very good day. Thank you.

Thank you, ladies and gentlemen. This does conclude today's conference. You may disconnect your lines at this time and have a wonderful day. Thank you for your participation.