HMH Earnings Call First Quarter 2018 - May 3, 2018 - AWS

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HMH Earnings Call
First Quarter 2018

May 3, 2018

                     TM
Forward-Looking Statements
    and Non-GAAP Measures
    This presentation and oral statements made in connection with this presentation contain certain statements that are not historical facts, including
    information regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, including billings and
    net sales; financial performance and condition; liquidity; products and services, including for new adoptions; outlook for full year 2018; prospects; growth;
    markets and market share; strategies, including with respect to investing in our core solutions and extensions businesses and operational excellence;
    efficiency and cost savings initiatives; the industry in which we operate; and potential business decisions. Those statements constitute “forward-looking
    statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks,
    uncertainties and other factors that could cause our actual results to differ materially from the results express in or implied by our forward-looking statements,
    including, but not limited to, those identified under the caption “Forward-Looking Statements” in our news release issued on May 3, 2018 and in the “Special Note
    Regarding Forward-Looking Statements” and “Risk Factors” in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We undertake
    no obligation, and do not expect, to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

    In addition, this presentation and oral statements made in connection with this presentation reference non-GAAP financial measures, such as adj
                                                                                                                                                  usted EBITDA
    and free cash flow, and operating measures, such as billings. The use of these non-GAAP measures are limited as they include and/or do not include certain
    items not included and/or included in the most directly comparable GAAP measure. A reconciliation of non-GAAP financial measures to the most directly
    comparable GAAP financial measures (to the extent available without unreasonable efforts) and a calculation of operating measures are provided in the
    appendix to this presentation and in our news release issued on May 3, 2018, which are posted on hmhco.com under the Investor Relations section.

2
Introduction
              Solid Start to 2018;
              Reaffirming our 2018 Guidance
               • Net sales and billings1 each declined slightly by 1% in Q1 2018
               • On an adjusted basis, net sales2 and billings3 grew 1% excluding a
                 one-time $5 million fee in connection with the expiration of a
                 distribution agreement that was recognized in Q1 2017

              Strategic Partnerships
                • Renaissance, a leader in pre-K-12 analytics
                    o Brings together deep data analytics, assessment capabilities
                       and core curricula
                • Writable, a SaaS-based, guided writing practice program that allows
                  educators to save time and manage feedback
                    o Connected to our ELA program and also sold as a stand-alone

    1 An  operating measure which we derive from net sales taking into account the change in deferred revenue. See appendix for a
        calculation of this measure.
    2 Please   see appendix for a reconciliation of non-GAAP measures.
    3   Please see appendix for a reconciliation of this adjusted operating measure.
3
Q1 2018 Financial Highlights:
    Growth Continues in Extensions & Trade
              Core Solutions                                                    Extensions                                                           Trade
                • Core Solutions billings1                                       • Billings1 up $7 million or                                          • Billings1 up 2%
                  declined $10 million                                             6% year-over-year                                                     year-over-year
                  year-over-year                                                 • Growth driven by Heinemann                                          • Monetizing legacy
                • Driven by reduction in                                           and Professional Services                                             brands and assets
                  reading sales into the                                         • Read 180 showed significant                                           (Netflix investment in
                  CA ELA adoption as well                                          improvement; conversions                                              Carmen Sandiego)
                  as the one-time fee we                                           offsetting declines in older
                  received last year                                               versions

    1 An   operating measure which we derive from net sales taking into account the change in deferred revenue. See appendix for a calculation of this measure.
4
Upcoming Adoptions
    and Looking Ahead
     Adoptions
     2019        California, Texas and Florida are buying new science, English
                 Language Arts and Reading, and math programs, respectively
                 Submitted Texas K-8 English Language Arts and Reading in
                 April 2018
                 Submitting Florida K-12 Math and California K-8 Science
                 later in Q2
     2020        Texas English Language Arts and Reading 6-12
                 Florida English Language Arts K-12

     Looking Ahead
     • Re-affirming our guidance
     • Focused on execution and previously announced cost-cutting
       and efficiency initiatives, which will help ensure we are prepared
       for market upturn

5
First Quarter 2018 Results

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First Quarter 2018                                                                           Highlights 1

                            Net Sales                                                              Billings2                                          • Net Sales and Billings
                                                                                                                                                        declined slightly YOY by
                    $222                      $220                                        $184                      $182                                1%, respectively
                                                                                                                                                      • Net Income improved by
                                                                                                                                                        16% YOY
                                                                                                                                                      • Free Cash Flow improved
                                                                                                                                                        by 5% YOY
                  Q1 2017                   Q1 2018                                     Q1 2017                   Q1 2018                             • Adjusted EBITDA improved
                                                                                                                                                        by 36% YOY

                             Net Loss                                                       Free Cash Flow3                                                     Adjusted EBITDA3

                Q1 2017                   Q1 2018                                        Q1 2017                  Q1 2018                                    Q1 2017                   Q1 2018

                                           ($101)                                                                  ($134)

                                                                                                                                                                                        ($15)
                  ($121)
                                                                                          ($141)
                                                                                                                                                              ($24)
    1   Three Months ended March 31, 2018.
    2   An operating measure which we derive from net sales taking into account the change in deferred revenue. See calculation of this metric in the appendix to this presentation.
    3   Please see appendix for a reconciliationof non-GAAP measures.
7
Questions &
     Answers

8
Appendix

9
2018 Billings Calculation/2017 Billings
     & Net Sales Reclassification1, 2
            $ in Millions                                                                               2017 Reclassified                                                2018
                                                                               Q1               Q2               Q3                Q4              Total                   Q1
             Core Solutions
             Net Sales                                                      $65              $176              $277             76               595                      $61
             Change in Deferred Revenue                                     (19)             9                 22               (21)             (10)                     (25)
             Billings                                                       $46              $185              $299             $55              $585                     $36
             Extensions
             Net Sales                                                      $120             174               $204             134              632                     $122
             Change in Deferred Revenue                                     (18)             (7)               31               (10)             (5)                      (14)
             Billings                                                       $102             $168              $234             $124             $628                    $108
             Total Education                                                $148             $353              $533             $179             $1,213                  $145

             Trade
             Net Sales                                                      $37              $42               $51              50               181                      $37
             Change in Deferred Revenue                                     (0)              0                 (1)              0                (1)                       0
             Billings                                                       $36              $42               $50              $50              $180                     $37
             Consolidated
             Net Sales                                                      $222             $393              $532             $261             $1,408                  $220
             Change in Deferred Revenue                                     (38)             2                 52               (31)             (15)                     (38)
             Total HMH                                                      $184             $395              $584             $229             $1,392                  $182

     1   The Company has recast prior results to report International net sales and billings in the Core Solutions and Extension categories of our Education segment, whereas previously all
          International net sales and billings were reported in the Core Solutions category. Further, certain other products and/or certain other products have been recast between the Core
          Solutions and Extension categories to better align with the manner that the businesses are now viewed and managed. Lastly, an elimination entry impacting each of our Education and
          Trade segments in the fourth quarter of 2017 has been recast to attribute certain revenue to the Education segment originally reported in the Trade segment to better align such sales to
          the segment selling to the end customer. The Company’s first quarter 2018 quarterly report on Form 10-Q dated May 3, 2018 is the first to reflect the above changes on a comparative
          basis.
10   2 Details   may not sum due to rounding.
Financial Highlights
            $ in Millions                                                                                       Q1

                                                                                                    2017                2018                  Variance %
            Net Sales                                                                               $222                $220                  (1%)
            Change in Deferred Revenue                                                              (38)                (38)                  1%
            Billings1                                                                               184                 182                   (1%)
            Net Loss                                                                                (121)               (101)                 16%
            Adjusted EBITDA2                                                                        (24)                (15)                  36%
            Cash and Short Term Investments3                                                        235                 99                    (58%)
            Free Cash Flow2                                                                         (141)               (134)                 5%
            Pre-publication Costs                                                                   (28)                (26)                  8%
            Capital Expenditures4                                                                   ($45)               ($38)                 16%

     1   An operating measure which we derive from net sales taking into account the change in deferred revenue. See calculation of this metric in the appendix to this presentation.
     2   Please see the appendix for a reconciliation of non-GAAP measures.
     3   As of December 31, 2017, cash and short term investments included cash and cash equivalents of $149M and short term investments of $86.4M. As of March 31, 2018, it includes
         cash and cash equivalents of $98.7M.
     4   Capital expenditures include pre-publication costs and property, plant, and equipment expenditures.
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Non-GAAP Reconciliation –
     Adjusted EBITDA 1
          $ in Millions                                                          Three Months Ended March 31,
                                                                                  2017               2018
          Net Loss                                                                (121)              (101)
          Interest Expense                                                        10                 11
          Interest Income                                                         (0)                (1)
          Provisions for income taxes                                             14                 5
          Depreciation Expense                                                    19                 19
          Amortization Expense                                                    49                 44
          Non-Cash Charges – Stock Compensation                                   3                  3
          Non-Cash Charges – Gain on Derivative Instruments                       (0)                (0)
          Fees, expenses or charges for equity offerings, debt or acquisitions    1                  0
          2017 Restructuring Plan                                                 4                  -
          Severance, separation costs and facility closures                       1                  4
          Loss on sale of assets                                                  -                  1
          Legal reimbursement                                                     (5)                -
          Adjusted EBITDA                                                         (24)               (15)

     1 Details   may not sum due to rounding.
12
Non-GAAP Reconciliation –
     Free Cash Flow 1
          $ in Millions                                 Three Months Ended March 31,

                                                          2017             2018
          Net Cash Used in Operating Activities           ($96)            ($97)
          Additions to Pre-publication Costs              (28)             (26)
          Additions to Property, Plant, and Equipment     (17)             (12)
         Free Cash Flow                                   ($141)           ($134)

     1 Details   may not sum due to rounding.
13
Reconciliation of Adjusted Net Sales
     and Adjusted Billings Growth Rates
         $ in Millions                                                                                   Three Months Ended March 31,

                                                                                                             2017                   2018                 % Change
         Net sales                                                                                           222                    220
           Adjustment for one-time 2017 fee1                                                                 (5)                    -
         Net sales, adjusted                                                                                 217                    220                  1%
            Change in deferred revenue                                                                       (38)                   (38)
         Billings, adjusted                                                                                  179                    182                  1%

     1 Adjustment   to exclude a one-time $5 million fee in connection with the expriation of a distribution agreement that was recognized in Q1 2017.
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TM

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