Coursera, Inc. (COUR) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to today's conference call. [Operator Instructions] This call is being recorded. [Operator Instructions] I would now like to turn the call over to Cam Carey, Vice President of Investor Relations. Mr. Carey, you may begin.

Good morning and thank you for joining us. Today's call is intended to provide supplemental modeling context for the combined Coursera and Udemy business following the close of our transaction today. Joining me today is Mike Foley, Coursera's Chief Financial Officer. We have allotted a half hour for today's call, including brief remarks from Mike, followed by Q&A. All supplemental materials are available on our Investor Relations website at investor.coursera.com, where a replay of this webcast will also be available following the event. Before we begin, I'd like to remind everyone that today's discussion will include both GAAP and non-GAAP financial measures. Reconciliation to the most directly comparable GAAP measure can be found in the materials and supplemental disclosures posted to our Investor Relations website. All statements made during this call relating to future results and events are forward-looking statements based on current expectations and beliefs. Actual results and events could differ materially from those expressed or implied in these forward-looking statements due to a number of risks and uncertainties, including those discussed in today's supplemental materials in our SEC filings. Please refer to the safe harbor statement included in today's materials for additional information. I'd now like to turn the call over to Mike.

Thank you, Cam, and good morning, everyone. With the transaction closed and integration underway, we wanted to provide a clear framework for evaluating the combined company ahead of our next earnings report. Today, we'll focus on four areas: first, a baseline for understanding the combined company; second, clarity in how we intend to report and evaluate performance near term; third, a framework for full year 2026 expectations; and finally, how the combination increases our capacity to invest in the next-generation platform for skills. Today's session is focused on the remainder of 2026. We are not introducing long-term financial targets nor are we providing 2027 guidance. Our near-term focus is disciplined execution speed of integration and delivering on the synergy commitments we have already communicated. Before turning to the financial framework, it's important to recognize that the strategic rationale for this combination extends beyond cost synergies. As I regularly remind our team members, those efforts are critical and should not be underestimated, but they are table stakes, and we're well on track. The larger opportunity is how this combination positions us to pursue the global scaling opportunity ahead. AI is fundamentally changing how skills are developed, how learning is delivered at how organizations assess workforce readiness. It's also increasing the premium on trusted data, relevant experiences and measurable proof of what people can actually do. AI is not only changing our market. It's changing how every company, including our own, must operate, innovate and adapt. In this environment, speed, scale and trusted context matter more, not less. The long-term value of this combination will come from harnessing proprietary data, skills intelligence and our global ecosystem to connect skills, learning, proof and outcomes. Together, Coursera and Udemy create one of the largest skills development platforms in the world, serving thousands of customers and millions of learners across a more comprehensive career journey. That breadth matters because the future of workforce skilling will not be defined by access to more content alone. It will be defined by helping learners and organizations identify the right skills, build them in the context of their everyday work, improve capability in ways that connect to career and business outcomes. The combination gives us a broader lens into the global skills economy, at the same moment in which the pace of technological change is accelerating the need to continuously assess and develop new skills. Coursera has a deep understanding of how the world learns. Udemy brings insight into how companies operate, how job roles are revolving and how practical skills emerge in real time. Together, we believe those assets create a stronger foundation for the AI era, not because we have more content, but because we have more context. Simply put that context, combined with our scale, data, customer reach and investment capacity gives us a differentiated foundation to build from as we integrate the companies and invest in the next chapter of growth. Because Coursera and Udemy share similar business models and segment structures, we're not fundamentally changing how we report the business. Going forward, we'll continue to report through 2 operating segments: Enterprise and Consumer. The primary enhancement is additional transparency into subscription revenue. This is particularly useful within consumer, where subscriptions are now the primary growth driver and a majority of revenue. to provide additional visibility, we'll also begin reporting paid subscribers. For enterprise, we'll continue to provide net retention rate and enterprise customers. We've also aligned Udemy's customer definition and count to Coursera's methodology, which excludes web-enabled self-service accounts to focus on the large customers, they are the primary drivers of enterprise performance. Our objective is simple: maintain consistency and provide more insight into the underlying drivers of performance. Let me start with the revenue profile of the combined company. The pro forma business generated more than $1.5 billion of annual revenue in 2025, providing meaningful scale across both enterprise and consumer. The underlying drivers of growth vary across the platform. We continue to see growth in enterprise and momentum in consumer subscriptions while parts of consumer remain under pressure, particularly Udemy's transactional offerings. Slide 7 also introduces two 2026 views: reported revenue and normalized combined revenue. The reported basis for guidance remains our official outlook. But because the transaction closed in mid-May, reported 2026 results will include Udemy only for the post-close period. As a result, comparative trends will not always reflect the underlying performance of the business. And for that reason, we're also providing a normalized view of the combined business that includes Udemy's pre-close revenue as if the transaction had closed at the beginning of 2026. Lastly, our outlook also includes potential revenue dis-synergies associated with integration with our latest views reflected in today's outlook. Importantly, it does not include any revenue synergies from the combination. We believe this provides a realistic baseline while appropriately accounting for potential near-term disruption as we integrate the companies and begin to build the foundation for future growth. As shown in Slide 8, more than 80% of the combined company's revenue now comes from recurring revenue streams, including enterprise revenue and consumer subscriptions. That mix improves visibility and aligns the business with a market where sales development is becoming a constant need. It also provides a stronger foundation for our next-generation platform designed around continuous skills development rather than onetime content consumption. This higher quality mix also supports the margin profile of the business. In recent years, both Coursera and Udemy have expanded segment gross margin while continuing to invest in product content and go-to-market capabilities. Coursera has driven more favorable economics with initiatives like Coursera produced content and the platform fee. Udemy was further along a similar path to delivering consistent margin expansion and operating leverage while continuing to invest in the platform. As a result, the combined company begins with a stronger financial profile, benefiting from Udemy's higher gross margin and adjusted EBITDA margin contribution. Importantly, that is before synergies. The combination allows us to build on the progress that both companies have already made while delivering meaningful adjusted EBITDA margin expansion through our $115 million net synergy target. Let's turn to our segments. Starting with Enterprise. Enterprise now represents approximately half of combined revenue, and we believe it remains the most durable driver of growth in addition to its attractive gross margin. The segment benefits from recurring customer relationships, multiyear contracts and more than 12,000 enterprise customers as of Q1. While growth in NRR remain below our long-term ambitions, our conviction in the enterprise opportunity remains unchanged. Organizations are increasingly focused on workforce transformation, AI readiness and solutions that help assess, develop and measure talent more effectively. The combination expands our customer reach, go-to-market scale and product capabilities. Over time, we believe a more unified platform experience can improve engagement, strengthen retention and support more durable enterprise growth. Let's move to consumer. First, we see strong demand for our subscription offerings, now 2/3 of consumer revenue. At the same time, both companies have improved gross margin through better content economics, platform capabilities and mix. Subscriptions have begun the primary growth engine within consumer, representing a majority of segment revenue and serving more than 1.5 million paid subscribers. We believe this provides value to our model, but also reflects a broader shift in how skills are continuously developed as technology reshapes the requirements for every role. That said, at a product level, the revenue trajectory remains in a transition period, particularly the Udemy transactional business, which has been under pressure. While overall growth remains below our long-term ambitions, the composition and economics have continued to improve. These trends reinforce our view that the long-term consumer opportunity is less about onetime content purchases or sheer content volume and much more focused on helping learners continuously discover, develop and prove the skills that unlock career outcomes. The combination gives us an opportunity to build a more comprehensive subscription experience spanning just-in-time skills development to longer-form credentials with the goal of increasing engagement and lifetime value to drive sustainable growth. As we've previously discussed, we continue to expect $115 million of annual run rate net synergies. That target incorporates our latest view of expected revenue dis-synergies associated with sales integration, marketing optimization and customer overlap. In other words, it reflects the expected net benefit to the business, not simply gross cost savings. We now expect to achieve at least $80 million by the end of 2026, representing a substantial majority of the target and a faster pace of realization than the original 24-month time line. Going forward, we intend to track and provide both the annual run rate synergies achieved and the reported financial benefit recognized in our results. We view integration and synergy realization as the foundation for our next chapter of growth and innovation, not the finish line. By eliminating duplication and shared product data and technology investments, we can increase our capacity to invest at scale, move faster and accelerate innovation in ways neither company could achieve independently. Turning to our 2026 revenue outlook. On a reported basis, we expect revenue of $1.21 billion to $1.24 billion, representing growth of 60% to 64% year-over-year. On a normalized basis, this reflects a full year revenue range of $1.49 billion to $1.52 billion or a decline of 4% to 2% year-over-year, reflecting modest enterprise growth and a consumer decline, as subscription revenue growth is more than offset by transactional headwinds and paid marketing optimization. This also assumes Q2 revenue down 3% to 2% year-over-year. with the year-over-year change expected to face further compression in subsequent quarters. Turning to margin. This is one of the clearest areas where the combination enhances the financial profile of the business. While revenue remains in transition, we have a clear path to expand non-GAAP profitability through strong gross margins, disciplined cost execution and the ramp of our synergy benefits. On a reported basis, for the full year, we expect gross margin of approximately 61.5% and adjusted EBITDA margin of 13%. However, those full year targets do not fully capture the run rate we expect to build by year-end. While we expect to achieve at least $80 million of annual run rate net synergies by the end of 2026, only a portion of that benefit will be reflected in reported results. That brand is why we're also providing margin targets for the fourth quarter. In Q4, we expect to report an adjusted EBITDA margin of approximately 16%, reflecting a more meaningful in-quarter benefit from synergy realization. Even with the near-term revenue pressure, we can demonstrate meaningful progress towards a fundamentally stronger earnings profile and substantial cash flow generation over time. We have also provided you with more detailed modeling assumptions across a range of metrics from synergies considerations to the onetime cash expenses, we anticipate following the transaction close and in support of our integration plans. Turning to capital allocation. At the end of Q1, Coursera and Udemy had pro forma cash of $1.15 billion and no debt. For 2026, our capital allocation priorities are straightforward: execute the integration and begin realizing the benefits of the synergies, leverage our combined scale and R&D to accelerate our unified platform strategy, and remain disciplined in how we allocate capital. balancing strategic investment priorities with our ambition to drive stronger shareholder returns. That ambition is reflected in the $500 million share repurchase authorization we announced in May. Since announcing the program just several weeks ago, we have already repurchased more than $70 million of shares, reflecting our confidence in the value creation opportunity this combination creates for our business and our shareholders. Let me close with how I view the value creation opportunity ahead. There are two distinct lenses. The first is execution. We have a clear path to integrate quickly, realize synergies faster than the time line we originally communicated and improved financial profile of the combined company. That is the work investors should expect us to deliver in the near term. The second is what that execution enables. Integration gives us the scale, data and investment capacity to build the next-generation platform for skills development, one with greater reach, richer insights and where learning is delivered in the flow of work with agenetic, AI-native experiences. That is the larger opportunity, not just bringing two companies together, but building the business, we believe, is required to meet this moment. Together, we believe these opportunities create a stronger company and enhanced financial profile and a compelling path to long-term value creation. Most importantly, they position us to better compete and lead in what we believe will be one of the largest workforce transformations in modern history. We're excited about the opportunity ahead, confident in our execution plan and look forward to sharing our progress in quarters to come. Now let's open the call for questions.

[Operator Instructions] Our first question will come from Bryan Smilek with JPMorgan.

Great. Just two on my end, between the gross and net cost synergies, can you just discuss what drives conviction here in driving the affiliated revenue synergies over time? And I think in terms of specific timing from margin trajectory, you mentioned the $80 million annualized savings by year-end. Can you just discuss the puts and takes there and where you're seeing the majority of those synergies come from by line item? And then secondarily, just at the segment level, can you just talk to when you expect some of the pressures on the consumer business, particularly on the Udemy transactional side to be going forward?

Sure. Bryan, thanks for the questions. On the synergy side, look, we've made great progress in our integration planning prior to closing the transaction. We've got really strong robust plans in place to execute against the $80 million of net synergies for this year. I think in terms of timing of those, probably significant progress in Q3 of this year. We've already made some progress on it. Significant progress in Q3 and in Q4. So we sort of spread through our -- the second half of the year. In terms of the P&L benefit of that, of course, it will be weighted towards the back end of the year. So in terms of the costs to achieve primarily Q3, a bit in Q4 and then the P&L benefit coming through in Q4 and then on into next year. In terms of the question about consumer, and certainly, we're seeing a lot of pressure on the transactional business, primarily that is the Udemy marketplace business. continuing the trend that, that business has seen for some time. I do think we'll see that continue this year and into next year as well in terms of the pressure there. We are seeing consistent growth in the subscription side of the business, both the Coursera and Udemy subscription businesses continue to have real strength there. So I think those trends will continue for really the foreseeable future.

Your next question will come from Ryan MacDonald with Needham & Company.

Maybe just to break it down as we're thinking about sort of the flow throughout the year. Obviously, a lot of color on total revenue for the updated '26 guidance. But as we think about sort of the 2Q kind of flow through or mix of revenues across enterprise and consumer, can you just give a little more color on that and what we should think about in terms of sort of on the as-reported basis growth rates for those 2 segments?

Yes. So on the enterprise side, I think we're just relatively consistent low single-digit growth rate through that business based on the trajectory you can see there. And on the consumer side, on subscription, I think we got some duration in growth in the subscription side but still consistent growth there. And then the transactional part of that business, again, sort of consistent decline year-on-year, quarter-on-quarter decline in that business, which is what we expect as we transition into consumer. And then we've noted for the purposes of your modeling, the degrees revenue there as well. That's relatively consistent, but slowly declining a very high margin and an important business to us, but I would anticipate that to continue its sort of trajectory of slow decline from a modeling stamping.

That's helpful. And then on the enterprise side, I know we've talked about in the past that there's obviously some customer overlap there. And so there's maybe some anticipation about sort of with those customers what maybe a renewal looks like in a combined Udemy, Coursera enterprise customer. Any sense or feedback so far in terms of what maybe those renewals are looking like in the early days post close of the transaction?

Yes. We really haven't had any significant issue there right now. We haven't had any significant renewals so far. What you see here in the dis-synergy assumption remains really just a forecast and assumption. I do expect that any -- if there is any impact there, it's going to be into next year. We don't see any significant revenue impact on the enterprise side on a dyssynergy basis in 2026. So yes, we really had it based too many of those discussions with customers to date, which I think is something of a positive signal overall.

Your next question will come from Sarang Vora with Telsey Group.

Okay. Sorry about that. I had a question about gross margin. I mean, right now, we are in a blended gross margin rate of -- Udemy had a higher consumer rate, the new enterprise as well. So I'm curious, like, does over time, the gross margin rate blend more towards how the Coursera model was or -- because as you integrate the model, I'm just thinking like a little longer, like how does the gross margin rate change across the business? And can you help us share some of the conversations you are having with your enterprise customers or educator partners about like how the rate is blending from a gross margin standpoint?

Yes. Thanks for the question. Yes, so the -- as you can see, the gross margin on the Udemy business coming in was generally higher than the Coursera model, we are continuing to we're continuing with those two platforms. We're not integrating them right now into one platform. So I would expect that the gross margin profile for the business stays relatively consistent and really the things that change our revenue mix as we move to a higher portion -- proportion of enterprise revenue versus consumer, which is the trajectory to date, that's positive for gross margin. And also the benefits that we had been achieving in both companies and now combined. For example, on the Coursera, side with the platform fee and the increasing proportion of Coursera-produced content that adds to gross margin as well. That's part of what you're seeing in the improvement between Q2 and Q4. So it certainly wouldn't be thinking about it as moving from the higher margin profile of Udemy towards a lower margin profile of Coursera. I think we continue to benefit from the strong economics from the Udemy business going forward.

This is Cam. One additional point I'll for you, Slide 9 of today's presentation, it presents essentially both of the historical company segment margins. You'll note on there on the Udemy-disclosed part, the second margin is different from what was previously disclosed. They had incremental costs at the cost of revenue line relative to Coursera which was more like content margin, so just the reduction in the revenue share that we get to the partners. And so that's been normalized in today's presentation just so that you can see on a comparative basis, what the full base looks like.

Great. And one quick question on the capital allocation. I know you've used $7 million of the $500 million available for share repurchase. Can you help us the time line on this? I know it's still a little bit opportunistic, but I'm just curious if you had a narrower window on like dilution or just a thought on the repurchases?

Yes. I mean we are going to continue with the repurchase program so far, as you can tell, we have been in the market from the really the data we announced. So that we expect to continue. We have no particular time line on it right now. we'll be in the market consistently going forward is our expectation right now. It's served roughly this pace. But of course, it depends on where the stock price lands. And so we can't really give a forecast for that, but to be specific.

Your next question will come from Josh Baer with Morgan Stanley.

Great. I wanted to get a little bit of help with -- I know the bridge from '25 to normalized '26 is there. But thinking about what we knew about '26 before to now. You had a guidance out there and if we took the latest from Udemy, was getting closer to something like $1.6 billion and now the normalized guide is $1.5 billion roughly and only $10 million dis-synergies. So I was hoping you could provide some context on that other $90 million.

Yes. I mean I think part of the issue, maybe you're facing there is that Udemy didn't really have guidance in the market for quite a while. I think the primary additional headwind we're seeing is in the Udemy consumer transactional business. That's where the majority of any gap that you might see there. Certainly, the business is going through our transition to subscription, but we are seeing on the transactional side, incremental pressure there at the moment and through the remainder of the year is what we anticipate. So that's the primary issue. There's some additional headwinds relative to original expectations in the Coursera consumer side as well in the back half of the year. But I think the primary issue is going to be in the transactional side for you to be.

Okay. That makes sense. Is it fair to say that the merger served as a catalyst to move faster on deemphasizing that transition or put differently, to move faster to push over to subscription?

Yes. That's right. I mean it's -- the bigger picture, of course, is the investment in the next generation of platform. That's really where we are -- that's sort of capital allocation point number one. But yes, one of the factors here is that we have a -- Coursera developed a very strong muscle on paid media acquisition. And part of what we are able to bring to the Udemy team, if you like, is some of that expertise and really laying on some strong discipline in how we do use our acquisition for both businesses to make sure that we are having a positive ROI on our investments in paid marketing. And frankly, where that means we produce paid marketing, we're doing that. And so you may see some revenue impact of that, and that's in the forecast right here. But that really reflects more discipline in paid media spend to ensure we have a strong ROI on the spend there.

Our next question will come from Devin Au with KeyBanc Capital Markets.

Maybe just one for me. So mix appropriate sense for you guys to build in some conservatism in the revenue guide with the synergies potential. But I think in the power point or in the remarks, you also kind of mentioned there's some mitigation plans. Can you maybe just talk a little bit more on what those are? And kind of how we could perhaps turn those revenue synergies into synergies over the near term?

Pat?

Yes, thanks for the question. Yes. Look, again, I would emphasize that the numbers here with respect to revenue dis-synergies, particularly obviously into 2027. There are estimates right now. It reflects that there is an ACV overlap between our two sets of customers, approximately 20%. That said, it's our intent to absolutely minimize any impact there. We have trained our enterprise sales organization on how to have those conversations in a constructive way. We're also -- our interest sales teams as they come together, are contemplating cross-sell as well between the two platforms because they do provide different capabilities, and that is partly why 20% of our ACD is overlap today because our customers are willing to pay for both. So certainly, there is some risk with respect to the revenue dis-synergy that we intend to do everything we can to minimize. There's also the potential for cross-sell of the 80% non-overlying ACV right now. And again, as you'd expect, we don't forecast that until we see it. But I do anticipate there's some potential there that isn't reflected it in the numbers you see today. So again, I'm going to emphasize the question we had earlier, what are we seeing in the market right now with respect to dis-synergies really nothing yet. And so this remains just sort of a forecast.

All right. Thank you, Devin, and thanks to everyone for joining the call today. A replay of the webcast will be available shortly on the IR website, and we look forward to speaking to you when we report our second results in July. Thanks.

This concludes today's conference call. You may now disconnect.