Cengage Learning Holdings II, Inc.

Good morning, and welcome to Cengage Group's Fiscal 2023 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 contains forward-looking statements within the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.

Such forward-looking statements can be identified by words such as believe, expect, may, will, estimate, likely and similar words, and 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 condition 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 slide presentation which accompanies this call and in the Risk Factors section of our fiscal 2022 annual report for the year ended March 31, 2022, as may be updated by our quarterly reports for fiscal 2023.

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, except as required by law.

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 details before we open the call for questions. Michael?

Thank you, Richard. Hello, everyone, and thank you for joining us today.

We are pleased to announce that our third quarter showed a continuation of our strong financial trajectory, and we expect to deliver our guidance for the full year. .

Third quarter adjusted cash revenue grew 19% versus the prior year, with each business unit contributing to the positive growth. Year-to-date, adjusted cash revenue was up 7% in total or 4% on a pro forma basis.

As we mentioned during our last call, we expected revenue to shift from the second quarter to the third quarter due to back order fulfillment and growth in our institutional channel. And that is exactly what happened.

The impact of this strong revenue growth offset strategic investments in our business, resulting in a 102% increase in third quarter ELPP over the prior year and year-to-date ELPP growth of 1%. This ELPP growth reflects the scale of our portfolio and the operating efficiencies we are continuously creating in our businesses.

Within Cengage Academic, we saw the benefit of back order fulfillment and institutional billings across our higher education and secondary business materialize in this quarter. U.S.

higher education was affected by lower enrollments and overall demand at North American colleges, while our secondary education business grew 135% in the quarter over prior year. Continued growth in high school and advanced placement sales and a large mass adoption in Florida bolstered our robust performance.

Year-to-date, our secondary business is up 25% over last year.

One of the key reasons that customers choose our product is ease of use. And this was demonstrated by Cengage Unlimited for Institutions, or CUI, which won the Customer Experience Award at The Stationers' Company in 2022.

CUI's aim, to make education accessible and affordable for all, helped this innovative all-digital business model earn this recognition in the EMEA market.

We continue to invest in innovations, which help us design and build differentiated, high-quality products and services that enable learners to achieve their goals. A recent example of this is the partnership we announced in January with Dreamscape Learn, which develops unique virtual reality and 2D labs across the full spectrum of STEM learning offerings.

Our Cengage Work business is up 98% for the quarter due to Infosec contribution, along with strong double-digit growth across Ed2Go's advanced career training programs which help learners upskill and reskill in the allied health and technical areas. On a year-to-date pro forma basis, Cengage Work revenue is up 9%.

We are broadening learning beyond the classroom to give learners hands-on experiences and the Cengage Work ready-to-hire team has signed 15 new externship partners at the national and regional levels, reaching a total of 80 new partners over the past 14 months. These externship partners allow current students to achieve job placements while delivering fully trained talent to employers.

We are also strong proponents of apprenticeship opportunities and received the Apprentice Championship award, which also provide us the opportunity to attend the White House Cybersecurity Apprenticeship Summit in November.

Within, Cengage Select, our English Language Teaching business is up 81% in the quarter over prior year, with substantial growth in all regions. The team is winning share with new products focused on the needs of K-12 English language learners and showed meaningful growth in Latin America, the Middle East and the U.S.

Our research business grew 7% for the quarter over last year, partly due to multiyear consortia deals.

In summary, our portfolio of strong education businesses is delivering sustained growth, demonstrating our resilience through a challenging macroeconomic environment and continued low unemployment levels.

Our business is now 73% digital with a large base of renewals and recurring revenue, which mitigates the volatility in economic cycles. As you will hear in more detail from Bob shortly, we are reaffirming our guidance for the full year on both our revenue and ELPP targets.

We take great pride in having delivered on our guidance for the past 3 years and want to thank our entire Cengage Group organization for making this possible. The tremendous talent in our organization is the reason we have been able to deliver solid results.

And in addition, I am proud to share that Cengage Group was recently recognized by Glassdoor Employees' Choice Awards as a best place to work in 2023. This recognition reflects the unique culture we have fostered and underpins our business strategy and success.

We appreciate the hard work and dedication of the entire Cengage team and our partners.

Bob will now walk you through the financial review in more detail.

Good morning, and thank you, Michael. Starting with the Cengage Group financial highlights.

Our businesses have maintained their momentum through Q3, and with 2 months of the fiscal year to go, we are firmly on track to deliver our fiscal '23 guidance.

Q3 adjusted cash revenues were $313 million, 19% ahead of the same period last year, with ELPP doubling to $31 million. These results were underpinned by a strong performance in Cengage Academic as the timing effects that held back our first half results reversed as expected and secondary closed out its selling season strongly.

With Q3's robust performance, year-to-date adjusted cash revenues for the 9 months reached $1.089 billion, up 7% in total and 4% on a pro forma basis. Year-to-date, adjusted cash ELPP was $264 million after funding significant investments in strategic growth initiatives in Cengage Work and the ongoing implementation of global business systems.

On a trailing 12-month basis, adjusted cash revenues are 5% ahead on a pro forma basis, underpinned by continued momentum in digital sales which now represent 73% of the total. Trailing 12-month adjusted cash ELPP climbed over the quarter to $327 million, demonstrating strong progression from $311 million at the end of the last quarter.

We expect to sustain this revenue momentum and further accelerate the ELPP growth over the fourth quarter as cost growth moderates. This reflects the full run rate benefit of structural savings initiatives executed earlier in the year, notably in Cengage Academic and flattening impacts of COVID normalization, with costs already included in the prior year base.

With Cengage Group revenues firmly on track through the end of January and clear momentum in our ELPP trajectory, we expect to meet the FY '23 guidance laid out in last quarter's call of revenues in the range $1.455 billion to $1.470 billion and ELPP in the range of $345 million to $350 million.

We have also made progress on our capital structure, with the successful amendment and extension of our ABL facility in November and continued deployment of excess cash to pay down our debt through Q3.

Cengage Academic, Cengage Work and Cengage Select. Cengage Group's year-to-date revenues of $1.089 billion are up 4% on a pro forma basis, driven by strong growth in Cengage Work, which is up 9%; and Cengage Select, which grew 11%.

Cengage Academic year-to-date revenues are flat following its strong third quarter, over which revenues were up 14% and fully recovered the shortfall in the first half.

On a trailing 12-month basis, looking across a full academic year, revenues reached $1.435 billion, up 5% on a pro forma basis and broadly consistent with our revenue growth expectations for fiscal '23. Overall growth is driven by double-digit increases in Cengage Work and Cengage Select, underpinned by the highly recurring and stable revenues of Cengage Academic.

Trailing 12 months, ELPP reached $327 million, up 2%.

Consistent with our full year guidance of ELPP in the range of $345 million to $350 million, we expect ELPP in the fourth quarter to be $80 million to $85 million, well ahead of the prior period, reflecting sustained revenue momentum combined with relatively flat year-over-year spend.

Turning to our business unit performance in more detail. Cengage Academic delivered a strong third quarter with revenues of $175 million, up 14% over the prior year.

Third quarter performance benefited from the reversal of temporary revenue timing effects that impacted the first half of the fiscal year, notably the fulfillment of back orders and realization of institutional billings in U.S. Higher Ed.

On a year-to-date basis, Academic revenues are flat consistent with our full year expectations.

Year-to-date ELPP in Academic was also stable at $289 million as structural cost savings effectively mitigated labor and supply chain inflationary pressures and funded higher product investments. Annualized savings of over $20 million have been fully realized through the integration of U.S.

and International Higher Ed and secondary businesses into Cengage Academic. We will see the full run rate effect of these savings in the fourth quarter, and we expect these savings alongside ongoing efficiency programs to drive solid profit growth and ELPP margin expansion in fiscal '23.

Within Cengage Academic, U.S. Higher Education revenues are down 6% on a trailing 12-month basis, including a 1% drag from licensing sales.

This is consistent with our expectation of a mid-single-digit decline for the full year. The current spring selling season is well underway, with sales to date developing broadly in line with this expectation and benefiting from pricing strategies executed post the fall season.

The overall drivers of our performance are largely unchanged from our last update.

Compared to the recently updated fall headline enrollment decline of 0.6% from the National Student Clearinghouse, given our customer mix, we estimate our effective enrollment to be down in the 1% to 2% range. Beyond enrollment, performance is driven by unit volume declines, partly offset by higher average unit prices.

We continue to believe the unit volume declines reflect lower sell-through, especially in print, driven by increased pressure from the aftermarket. Our sales performance is consistent with overall industry trends, with MPI data through December showing we have maintained our share at 26.3%.

With adoption decisions typically made ahead of the fall season, our sales teams are sharply focused on fiscal '24 and driving share gains through our differentiated product offerings and customer service capabilities.

In International Higher Ed, revenue for the quarter was up 17% to $30 million, fueled by strong sales in EMEA and Asia and the fulfillment of backorders and institutional billing timing shifts in Canada, which had held back first half performance. Year-to-date revenues reached $94 million, up 7%, including benefits of lower returns due to digital growth.

On a trailing 12-month basis, digital sales now represent 42% of the total, up from 35% a year ago, as we continue to leverage digital products and capabilities developed in the U.S. into international markets.

Australia continues to recover slowly, with international enrollments expected to remain weak in the academic year just started and facing a high comparative in Q4 last year. As a result, international growth for the full year is expected to moderate to the low to mid-single-digit range.

Our secondary business has continued to perform strongly and is on track for an excellent year. Revenues for the quarter more than doubled to $40 million, partly due to the fulfillment of back orders which shifted sales from the first half to the second half.

Year-to-date revenues reached $171 million, up 25%, reflecting strong double-digit growth in advanced placement and career and technical education; over 20% growth in middle and high school core programs driven by new product launches; and the success of our math program, both in the Florida state adoption where we achieved a high capture rate and in open territories. The sales season is now substantially complete.

At the end of December, we have over 90% of our expected full year sales supported by confirmed orders and a strong sales pipeline, which supports our expectation of full year growth for the secondary business of over 20%.

Turning to Cengage Work. Cengage Work is a key driver of growth for Cengage Group, operating in a large addressable market, which we estimate to be over $12 billion and growing at mid- to high single digits.

Year-to-date adjusted cash revenues were $75 million, an increase of 9% on a pro forma basis. In Ed2Go, year-to-date sales growth reached 12%, having accelerated over the third quarter as investments to optimize lead generation and conversion, including enhanced self-service capabilities and new commercial models, were brought online.

This momentum has continued into January, a key month in Ed2Go's calendar in which we have recorded our largest ever sales month.

In Infosec, year-to-date growth temporarily slowed through Q3 driven by phasing of boot camp courses, which we expect to reverse in Q4, and extended sales cycles in the software business. In the boot camps business where there is a sustained high demand, we expect to deliver robust growth in fiscal '23, underpinned by investments in expanding the sales force and leveraging Ed2Go capabilities.

In the software business, we are seeing very strong customer renewals and more extended new sales cycles than anticipated as we expanded channel and international sales teams get fully up to speed. As a result, we have moderated our near-term growth expectations for software whilst remaining confident in our ability to accelerate growth going into fiscal '24 and driving double-digit growth given the strength of market demand and momentum we see in the pipeline.

We expect Cengage Work full year revenues to exceed $100 million, representing full year revenue growth of over 10% on a pro forma basis. We have continued to invest at pace in Cengage Work given the significant and profitable growth opportunities we see in the highly resilient job verticals we serve.

We expect these investments to drive sustainable double-digit revenue growth and market outperformance. And as the business continues to scale, we expect margins to progressively improve and approach the overall Cengage Group margin over the medium term.

Turning to Cengage Select, which delivered adjusted cash revenues of $109 million for the quarter, reflecting 18% growth and driving year-to-date revenues to $322 million, up 11% on fiscal '22. English Language Teaching maintained its rapid growth with adjusted cash revenue up 81% in the third quarter.

Year-to-date adjusted cash revenues reached $100 million, up 47%. All regions are delivering strong double-digit growth over the prior year, led by Europe, Middle East and Africa, where we are successfully expanding Ministry of Education partnerships and the U.S., where we have won several large school district deals.

In Asia, China has continued to stabilize following the legislative changes last year, with growth driven by successful expansion in other markets. With the strong momentum carried into Q4, we anticipate that full year revenue growth for ELT will be around 40%.

Further, we have seen a sustained shift to digital post pandemic. Digital sales are up over 50% year-to-date and now represent 47% of sales on a trailing 12-month basis, up from 31% 3 years ago.

We expect to further drive and embed digital with the launch of our new global platform for ELT, which is being rolled out in early 2023. The combination of scaling of the business and growth in digital is driving significant ELPP margin expansion in ELT, which we expect to sustain at 20% or more as we continue to grow the business aggressively in FY '24 and beyond.

Research has also sustained its momentum through the third quarter. Adjusted cash revenues for the quarter were up 7% to $47 million, with year-to-date revenues reaching $165 million, a 4% increase over last year.

Performance is underpinned by a highly recurring and durable subscription revenue base, with renewal rates maintained at over 95%. Growth is driven by strong database renewals in the U.S.

K-12 academic library sector, where the business is a market leader, and by significant state consortia deals. Additionally, we have seen double-digit growth in both archives and large print products, outweighing weakness in e-books.

We expect the year-to-date revenue growth trends to be sustained in the balance of the fiscal year.

In the Other segment, comprising Milady and the Australian K-12 businesses, year-to-date adjusted cash revenues were $57 million, down 11%. Here, sustained growth in Milady is being outweighed by the Australian business, which is being held back by a weak domestic market and adverse export order phasing.

For the full year, we expect segment revenues to end broadly flat as the export order phasing in Australia reverses and Milady maintains its strong growth.

Moving to cash flow and our balance sheet. Year-to-date unlevered free cash flow was $175 million.

Cash flow performance has improved as the academic year has progressed, largely reflecting the normal annual cash cycle. Compared to the prior period, year-to-date cash flow is held back by temporary working capital phasing effects, notably the relative timing of royalty payments, higher accounts receivable balances and the intentional build of paper and inventory to mitigate potential supply chain risks, which drove the high levels of back orders at the end of the first half.

These effects are expected to reverse over the fourth quarter, with the normalization of paper and inventory balances potentially extending into fiscal '24, subject to our ongoing assessment of supply chain pressures, which notably have been easing.

The higher accounts receivable balances are driven by the strength of sales in secondary, which typically has extended collection periods, and high back orders at the end of the first half, which was successfully cleared over Q3 but have delayed collections.

We continue to make progress on the multiyear build-out of new SaaS-based global business systems as a key enabler of our strategy. The balance sheet investment in the CRM, ERP and e-commerce systems impacts working capital and is expected to be around $25 million in fiscal '23.

Looking to the full year, levered free cash flow is forecast in the range of $50 million to $60 million. Our business is highly cash generative, and we expect to consistently deliver operating cash conversion in the range of 80% to 90% with conversion in this fiscal year and fiscal '24 temporarily at the lower end of this range, reflecting the peak years of investment in new global business systems.

Tax payments are expected to remain modest for the foreseeable future, with $1 billion of U.S. net operating losses available to shield future U.S.

taxable profits. Our cash interest cost for the year are expected to be around $170 million with the impact of rising rates on our floating rate term loan, partly offset by the repurchase of senior notes.

Turning to our capital structure. We remain in a strong balance sheet position.

Total liquidity at the end of December was $356 million, of which cash balances represented $233 million after repaying $95 million of debt in the year-to-date. Our cash and liquidity positions are expected to continue to grow over the final quarter consistent with trends in the previous years and further driven by the normalization of working capital effects I spoke to a moment ago.

The combination of cash generation over Q4 and acceleration of adjusted cash ELPP to $345 million to $350 million underpins our expectation of further reducing net leverage from 5.8x at the end of December to around 5.3x at the end of March.

We remain committed to reducing both our gross and net leverage progressively over the medium term. Consistent with this goal, and supported by the strength of our balance sheet and high cash generation, as markets have presented opportunities, we have continued to deploy excess cash to repurchase notes.

An additional $50 million was repurchased in Q3, taking total repurchases to $88 million in the year-to-date. In line with our ongoing commitment to delever the business, and in the context of our ongoing assessment of the capital structure and refinancing options for the notes, the Board has authorized an additional $100 million for debt buybacks, resulting in a $112 million standing capacity for future repurchases.

Following on from the refinancing of the term loan in 2021, we completed the amend and extend of our ABL facility in late November, extending maturity through November 2027 and improving terms. This represents another key step in resetting our capital structure to support our growth strategy.

To conclude, with strong revenue performance through the third quarter in January and the U.S. Higher Education spring season tracking to our expectations, our full year guidance is unchanged as set out on the final slide.

To summarize, we expect Cengage Group to deliver another year of mid-single-digit growth in adjusted cash revenue, which translates to revenue in the range of $1.455 billion to $1.470 billion compared to pro forma revenues of $1.398 billion in fiscal '22. The sustained growth momentum is driven by the Cengage Work and Cengage Select businesses, with Cengage Academic revenues expected to be broadly flat.

Cengage Academic reflects our expectation of over 20% growth in secondary and low to mid-single-digit growth in international, offsetting a mid-single-digit decline in U.S. higher education.

At Cengage Work, we expect full year revenues to exceed $100 million and grow over 10% on a pro forma basis as we continue to optimize our software sales and go-to-market capabilities at Infosec to accelerate future growth.

In Cengage Select, we expect full year revenue growth to be consistent with year-to-date results, improving around 10%, driven by the very high growth in ELT and solid momentum in research.

We expect to deliver ELPP in the range of $345 million to $350 million. This will represent another year of solid margin performance underpinned by our continued focus on structural cost and operating model efficiencies, which have enabled us to fund substantial investments across the business, most notably in Cengage Work, and to mitigate the effects of higher labor and input cost inflation.

The investments we have been making are focused on sustaining the revenue and ELPP growth momentum achieved in FY '22 and which we expect to deliver in the current fiscal year.

With this goal front of mind, as we have turned our focus increasingly to FY '24, we take confidence in the strength of our portfolio, the significant growth opportunities in our markets and the resilience our business has shown in past downturns.

Thank you. I will now hand over to the operator for questions.

Congratulations on the solid quarter and everything seeming to go according to plan. My first question is around the capital structure.

Given all this strength, would you consider coming to market now to refinance these 2024 bonds? How worried or does it matter to you that those go current in June?

Well, I think, Matt, we are constantly looking at the balance sheet. And as you know, the performance of the business is very solid and as predicted.

So we are evaluating this given the current market conditions, and we are together with the Board, looking at all the options to make sure that we can refinance it.

Can I get a little more granular, maybe for Bob, just on how much first lien capacity you guys have right now? As you think about refinancing these bonds, could it be a combination of first lien new debt and maybe some second lien or unsecured just staying hypothetical?

Sure. There is capacity under the first lien with normal accordion, baskets and so on.

And as Michael said, as we think about the options, we are thinking broadly and here, in the context of capital markets that, as you know, continue to be challenging.

I think going back to your first point, I'm very confident that we can get the notes refinanced. The business, as you said, is performing and recognized as performing very well.

I think that's critical. We continue to generate cash.

We continue to grow revenues and profits. And the business is very strong defensively and indeed offer some countercyclical upsides.

So we have some time. I'm not particularly concerned.

Were the debt become current, we will continue to assess options, as we are doing very actively, over the coming months.

That's great. Could I be a little annoying and try to pin you down a little bit?

Are you willing to say an amount of first lien capacity that you have available right now?

If one were to add the accordion and various baskets, the first lien capacity would be sort of approaching $400 million, but clearly, either considerations around sort of flexibility in terms of the overall capital structure and implications of that were we to go down that route.

Of course. No, that's helpful.

And then just a last one for me, I know it's early, but as we start to think about fiscal year 2024, can we think about a revenue growth in the same kind of order that we're going to see for fiscal '23? And would you expect continued margin expansion as well?

I think I would go back to where I closed, which is we've had 2 good years of revenue and ELPP growth, and it is our objective to sustain that growth going forward. Clearly, we operate in markets which are evolving, and we're in the throes of developing our detailed and highlighting our detailed operational plans for next year.

Let me just add one, Matt, which is kind of maybe an undercurrent of your question. I think what we have seen this year is that our revenue growth is not fueled by a sort of COVID recovery, but it is fueled by 2 underlying demand.

And that gives us the confidence to make the statement that Bob just made.

And Michael, just last one for me, I promise, is there something that's temporary this year in the fiscal 2023 numbers that we should look at as maybe not being able to be repeated in fiscal 2024?

Yes, there is, which is within Academic, the performance of our secondary business is really driven by our success in the State of Florida, in the mass adoption in the State of Florida. You know this business well enough by now that the business is cyclical.

So assuming that the business will perform every year at that level would be just unrealistic because there's not a Florida or not a big state every year. So there will be some cyclicality in that.

But on the other hand, we have other businesses that are performing, that next year will be performing stronger. So all in all, from a portfolio perspective, there are little gives-and-takes here but nothing really that I'm particularly concerned about.

Great. Congratulations again, guys.

Thank you, Matt.

I've got a couple of questions. First of all, both Pearson and yourselves have referred to weaker units in that fall selling season '22 but higher prices sort of building that out and getting into the growth rates that you're aiming for.

Do you think you can put through price again in fall 2023 in that market? Or do you need to improve the unit volume performance just to kind of match that rate of growth that you've seen in '22?

And second question, you referred to increased pressure from the aftermarket for U.S. college textbooks.

Did you mean by that phrase the print retail players are reducing their prices to renting a textbook for a semester?

Yes. Let me take that, Nick, and Bob will fill in.

So let's start with the unit price equation. What we are seeing, like, as you said, Pearson and others have mentioned, we are seeing a unit decline.

But let's break this down a little bit further. So first of all, we are seeing enrollment declines.

They are improving. But given our mix of customers, we are seeing them still in the 1% to 2% range of enrollment declines.

Secondly, as Chegg has noted, we are also seeing that, particularly in the community colleges, students are taking fewer courses which affect us as well. So it's not just the number of students, but it's also the number of courses they take.

But more importantly, if you go one level deeper, then if we look at the mix, what our unit decline primarily is driven by is actually print unit declines. Now the print unit declines, you have to keep in mind that last year was a post-COVID restocking of the channel, meaning the channel during COVID didn't have any destocked print.

Then they restock print, so we are having a tough year-over-year comparison in that respect. However, having said that, we expect the print to continue to decline further and further.

But in the scheme of things, print right now, for us at the end of this year, will be around $53 million in total revenue. And if you add bundles, we're talking about another $30 million roughly in revenue.

So it is a small and shrinking pie of the total equation for us.

Lastly, and importantly, what we are seeing, the units in digital are holding up well, particularly Courseware is holding up well, so we are not seeing the units decline there. So with the combination of that, we are seeing a unit decline, but we don't see it as a continued unit decline, but rather an adjustment in the post-COVID years.

And then with regard to price, we have been successful in taking price and we have increased prices by about 5%. And that was in line with our competition.

However, we see this as a reaction to the inflationary environment that we have not like as a strategy to continue to raise prices on the product but rather as a recognition that the world around us, from an inflationary perspective, has changed. And we have seen customers being willing to accept that within reason.

Last point that you raised with regard to the aftermarket, I hope that my first explanation kind of addresses this. We don't see a resurgence or a price decrease.

In fact, rental is becoming less and less relevant in this market. So we are seeing more people, more students actually going to e-textbooks and Courseware.

And therefore, what we're not seeing in the aftermarket is what you're alluding to, some sort of price war, people lowering prices there. That's not what we see.

Okay. Can I just sneak in a third one in?

I think on your previous call, you referred to a tendency for professors not to mandate the use of MindTap homework help software in general in 2022 to the same degree that they had in the past and you hope to change that going into 2023. Can you just give kind of an update on that process?

Sure, Nick. I'm happy to do that.

And again, let me provide some context. I think faculty came out of the pandemic where no students were on campus and they have to teach in a very different way.

Now students back on campus last year, and I think they were still readjusting the way that they teach. And as part of that, they wanted to entice students to come back and, in many respects, not put an additional burden on them by requiring the use of Courseware.

I think we're seeing this normalizing in the market right now, and we saw that both in the fall as well as in the spring where faculty is going back to their typical behavior and understanding that the requirement of Courseware is actually very helpful for students to learn and very helpful for them to pass the class. So we are seeing a normalization of that, and we are obviously pushing that with our go-to-market efforts, both in marketing as well as in sales.

Nick, I would just add to that. I think that's most readily apparent if you look at our activation numbers of Courseware.

And they've now sort of stabilized year-over-year at 3.3 million, which is one of the slides in the appendix, and that's a data point that we are very sharply focused on in terms of measuring the usage of Courseware across our faculty adoptions.

Yes. Thank you, everybody, for listening to us today, and we are looking forward to update you on our progress in our next call, which will mark the end of the fiscal year.

Thanks, everybody, and have a good day.

Thanks, everybody.