Cengage Learning Holdings II, Inc.

Good morning, and welcome to Cengage Group's Fiscal 2026 Second Quarter Investor Update. Joining me on the call are Michael Hansen, Chief Executive Officer; and Dean Tilsley, 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 and the earnings materials contains forward-looking statements within the safe harbor provisions of the U.S.

Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as believe, expect, intend, may, could, should, will, estimate, likely or 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.

Forward-looking statements relate to the future, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and you should not rely on any of these forward-looking statements.

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 2025 annual report for the year ended March 31, 2025, as may be updated by our quarterly reports for the fiscal year 2026.

Any forward-looking statement made during this discussion or in earnings materials is based on currently available information and speaks only as of the date of this discussion and the date of the earnings materials. The company disclaims any obligation to publicly update or revise any forward-looking statements, whether written or oral, 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 legal disclaimer and in the appendix of the slide presentation. I'll now turn the call over to Michael for an update on the business, followed by Dean, who will take you through the second quarter and first half details before we open the call for questions.

Michael?

Thank you, Richard, and good morning, everyone. Our second quarter results for fiscal year '26 demonstrates strong digital acceleration in our core business, partially offset by cyclical market factors in the K-12 and English Language Learning markets.

Overall, our financial performance through Q2 shows adjusted cash revenue down slightly by 2% year-over-year at $872 million, adjusted cash EBITDA down 8%. Our U.S.

Higher Ed business is performing strongly. First half U.S.

Higher Ed adjusted cash revenue was up 4% year-over-year, driven by continued digital growth of 7%. Our work segment is thriving, fueled by ed2go, where first half adjusted cash revenue was up a robust 28%, demonstrating the power of our education for employment mission.

We will continue to invest in this business to capture accelerating demand for workforce skills, including investment into relevant courses non-English language courses, improved pipeline conversion, distribution channels, outcomes data and skills verification to drive growth and help people meet their career aspirations. The headwinds impacting our overall results were primarily in our school and English Language Learning segments.

Both faced a low adoption year and funding restrictions as well as political climate challenges. Despite this slow adoption here, we continue to position the business for success for the upcoming large adoption year supported by the updated Big Ideas Learning partnership and investments in go-to-market content and technology.

We remain focused on sustainable growth. Our strategy is clear and built on a belief that trusted content is considered table stakes and value is shifting to workflow tools, outcomes data and skills verification.

In this context, I will highlight 3 major initiatives we are currently driving. First, we are anchoring generative AI in our curated pedagogy based content.

Our student Assistant 2.0 is live in over 100 products and the Instructor Assistant is on track for a January 2026 release. Second, we are transforming our school business with the launch of our new unified digital platform Explore, which is scheduled for release in January.

The new digital teaching and learning experience will consolidate our solutions and embed AI to meet key customer criteria. This is a core part of our strategy to transform the school business into a largely digital business.

Finally, we are continuing to invest in Cengage work by driving higher demand conversion and preparing for the implementation of Workforce Pell in July of 2026. In closing, we are continuing to execute on our education for employment mission and have a powerful portfolio of digital platform businesses that will deliver robust growth in both top and bottom line.

I will now hand the call over to our CFO, Dean Tilsley who will provide a more detailed review of our Q2 financial performance.

Thank you, Michael. I'll now walk through the specifics of our financial results for the second quarter and the first half of fiscal year '26.

The second quarter saw a material improvement on our Q1 results as we move through our Q2 sales period, driven by strong sales performance in our key higher Ed and Work segments, which represent around 70% of our revenues. K-12 exposed segments, including school and to a smaller extent, ELL, that performed in line with the expected headwinds due to 2026 being a known low adoption year, but we remain well positioned in the large California and Florida state adoptions coming next year.

The management team retained a clear balance on managing costs by accelerating investment in AI, digital first and work funded by efficiency savings as we simplify our operating model. The strong performance of digital sales, rollout of new AI products and go-to-market investments position the company in a strong position for sustainable and profitable growth.

To help you understand the true underlying performance of the business, I will provide normalized results and nonrecurring items alongside reported financials. Trailing 12 months adjusted cash revenue came in at $1.522 billion, down 1% as reported but up 1% year-on-year when normalized for nonrecurring items.

Trailing 12-month adjusted cash EBITDA came in at $511 million, up 4% as reported, but up $33 million or 7% were normalized for nonrecurring items. Moving to the quarter.

Q2 adjusted cash revenue came in at $612 million, flat year-on-year as reported, but up 1% year-on-year when adjusting for nonrecurring items. On an adjusted GAAP basis, revenues were up 1% year-on-year as reported.

Q2 adjusted cash EBITDA declined 1.5% year-on-year but up 1% year-on-year when normalized to nonrecurring items. On a GAAP basis, adjusted EBITDA was down slightly with higher Ed and Work segment both growing strongly, offset by lower K-12 performance.

On a year-to-date basis, adjusted cash revenues reached $872 million, a decline of 2% year-on-year as reported, with Q2 performance helping offset the 8% year-on-year decline reported in Q1. Normalized to nonrecurring items, adjusted cash revenues would be flat year-on-year and on an adjusted GAAP basis, revenues are up 1% year-on-year as reported.

Year-to-date, adjusted cash EBITDA of $343 million represents a decline of 8% as reported and down 5% when normalizing for nonrecurring items. On a GAAP basis, EBITDA was down 2% year-on-year as reported.

Now turning to performance highlights by segment. Higher education, which represents 50% of our business leads in our digital-first strategy and is leveraging strong tailwinds within its key U.S.

market. Normalizing for the change in our Latin American go-to-market model and nonrecurring items, Q2 and H1 adjusted cash revenues at $303 million to $404 million, respectively, are up 2.5% year-on-year.

Q2 and H1 U.S. Higher Ed adjusted cash revenue grew 4% year-on-year, driven by 7% growth in digital sales, improved sell-through rates and growth in institutional sales and pricing.

Institutional sales at over $200 million year-to-date were over 20% year-on-year and now represent 53% of U.S. Higher Ed sales.

Gale performance improved in Q2 due to an uptick in renewals and demand as we get past the uncertainty in funding related to federal action that impacted Q4 of '25 and Q1 of '26. Adjusted cash revenues were down 6.7% for the quarter versus a 15% decline in Q1.

International adjusted cash revenues are flat year-on-year when normalized for the change in LatAm sales channel to a third party, leading to revenues being repurposed on a net basis in '26 versus growth in 2025. U.S.

Higher Ed is a business of clear focus for the company, and we continue to invest in AI tools, products and go-to market to position the business for sustained revenue growth and continuous record of improving margins. A good example of this focus has been to hire new top talent to lead our U.S.

and international sales and marketing teams, further driving the strong forward momentum for this business. Higher Ed Q2 adjusted cash EBITDA is flat year-on-year as reported, reflecting flat revenue and investment into AI and go-to-market to position the segment for sustained growth.

Turning now to the Work segment. The work segment is a bright spot for the company in terms of revenue growth and opportunity and benefit from operational leverage.

Q2 adjusted cash revenues were up 9% year-on-year and up 5% year-to-date, powered by ed2go up 32% year-on-year for the quarter and 28% year-to-date and CTE revenues, which were up 7% year-on-year for the quarter due to strong sales in the quarter. We are building on the ed2go momentum and increasing investment to capture the accelerating demand for workforce skills training, improving our pipeline conversion and expanding the number of courses, institution, geographies and languages that we operate in.

For the first half of the year, Infosec and Milady businesses declined 5% year-on-year, impacted by federal budgeting pressures, government shutdown, and the recent immigration policy. We expect these pressures to continue through the rest of the year.

Top line revenue growth, coupled with cost efficiencies due to our new operating model delivered Q2 adjusted cash EBITDA growth of 13% and 10% year-to-date, taking adjusted cash EBITDA margin to 51.3%, up 270 bps on a direct margin basis. The School segment, which only represents 17% of our total adjusted cash revenues continued to be impacted by 2026 being a low adoption year.

Q2 adjusted cash revenues were down 4% year-on-year, which reflects a significant improvement on Q1, where revenues were down 22%, with no large adoptions such as the $40 million and new contracts signed in 2025. The sales team will be focused on winning open territories where they retained strong win rates.

Gale adjusted cash revenues have declined 15% year-on-year, in line with expectations due to federal policy, creating funding uncertainty leading to market softness for renewals and demand for databases. The focus for school this year is to position the business for the large adoption year in 2027 and '28 were California and Florida, maintaining investment into AI tools, content and go-to-market capabilities.

Q2 and year-to-date adjusted cash EBITDA year-on-year decline reflected lower revenue, new loyalty and considerable delivery for the revised Big Idea of many partnerships and a one-off $4 million bad debt charge related to Baker & Taylor. Moving to the final and smaller segment, our English Language Learning.

Q2 adjusted cash revenue at $41 million were down 19% year-on-year and H1 revenues are down 15% year-on-year. Year-on-year comparisons were impacted by one large nonrecurring international deal in fiscal 2025 and headwinds from government policy.

Normalizing for the exit from the Ministry of Education contract in Egypt and nonrecurring international deal, H1 revenues will be down 5% year-on-year reflecting federal funding headwinds in the core U.S. market.

Q2 adjusted cash EBITDA is down 10% year-on-year when normalized for a nonrecurring international deal and H1 down 7% year-on-year, normalized for nonrecurring items. Turning now to cash flow, liquidity and debt.

H1 cash flow performance reflects the flow-through of lower cash EBITDA and timing impacts that we expect to create in Q3. Technical issues with the new SAP accounting system caused delays to invoices going out during our key selling season, which has in turn delayed selection.

These issues have now been resolved, and we maintained strong communication with customers during the period, no contractor revenue or loss, and we anticipate strong collections in Q3 and Q4. Our success in institutional sales is driving a change in revenue mix resulting in collection timing shifting from Q2 to Q3.

And faster billings for School and ELL relative to fiscal 2025, again, due to not having any large adoptions this year, plus the revised partnership with Big Ideas many impacted cash. This will be partially offset in the second half by lower reimbursement to Big Ideas learning under the new agreement.

The $42 million year-on-year change in leveraged free cash flow reflects a lower cash EBITDA, higher restructuring costs due to implementing our new operating model that will lead to future savings, higher taxes as we've improved due to improving profitability, offset by lower consulting costs and lower interest payments for margin reduction achieved through the November '24 repricing. Lastly, 2 preferred equity dividend payments were made in H1 '26 versus 1 in H1 '25, which also impacted cash flow.

Liquidity position remains strong, with net leverage below 3x for 5 consecutive quarters. We expect this position to improve as we improve cash collection in the second half of the year and lower restructuring costs.

Net leverage ratio of 2.8x represents an improvement in our trailing 12-month adjusted cash EBITDA as the cost saving programs continue to take hold, enhance year-on-year profitability. Cumulative deleveraging over the past 24 months, reinforces Cengage's capacity to navigate macro challenges while executing growth and transformation strategies.

In summary, we continue to see robust performance in our key Higher Ed and Work segment, which are both set up for strong future performance. School and to a lesser degree, English Language Learning have faced some known headwinds in the first half of the year but we are well positioned to return to growth.

Our cost structure continues to become more efficient, bringing up capacity for our continued investment to AI, digital first and [ Work ] businesses, while also improving margin. and the projected improvement in free cash flow and the substantial reduction in net cash interest underscore our strong financial trajectory and ability to generate value for our shareholders.

We are now happy to take your questions.