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McGraw Hill, Inc. Reports Fiscal Second Quarter 2026 Results

McGraw Hill Raises Fiscal Year Guidance After Reporting Strong Fiscal Second Quarter Results

Back-to-School Delivers Market Share Gains and Higher Levels of User Engagement, with New AI-Powered Solutions Expected to Fuel Growth Beyond Core Offerings

McGraw Hill, Inc. (NYSE: MH) (“McGraw Hill” or the “Company”), a leading global provider for education solutions from preK-12 through higher education and professional learning, today announced financial results for its fiscal second quarter 2026 ended September 30, 2025.

Fiscal Second Quarter 2026 Key Financial Highlights

McGraw Hill demonstrated financial resilience with re-occurring and digital revenue growth despite the anticipated smaller K-12 market opportunity.

  • Revenue totaled $669.2 million, a 2.8% year-over-year decline, reflecting the anticipated smaller K-12 market, which was partially offset by strong growth in Higher Education.
  • Re-occurring revenue of $422.4 million, an increase of 6.5% year-over-year.
  • Digital revenue of $352.2 million, an increase of 7.6% year-over-year.
  • Remaining performance obligation (RPO) of $1,913.6 million as of September 30, 2025.
  • GAAP gross profit of $530.1 million, representing a GAAP gross profit margin of 79.2%, an increase of nearly 150 basis points versus prior year.
  • GAAP net income of $105.3 million, compared to $133.4 million in the prior-year period.
  • Adjusted EBITDA(1) of $286.4 million, representing an Adjusted EBITDA margin(1) of 42.8%, an increase of 60 basis points versus prior year.

"With market share gains and the expansion of AI-powered tools, we are advancing personalized learning at scale while investing in growth beyond our core offerings," said Simon Allen, McGraw Hill Chairman, President and Chief Executive Officer. “Our fiscal second quarter performance highlights how McGraw Hill successfully empowered educators and learners during the back-to-school season with innovative and efficacious solutions. We remain committed to shaping the future of education by integrating research-driven pedagogy, high-quality content, and a wealth of student data to deliver learner outcomes beyond what technology alone can achieve."

"Our fiscal second quarter results highlight the strength, scalability, and diversity of our business model, driven by the execution of effective strategies that fueled continued momentum in digital and re-occurring revenue,” said Bob Sallmann, McGraw Hill Executive Vice President and Chief Financial Officer. “With notable market share gains, disciplined capital allocation, and a stronger balance sheet, we believe we are well-positioned to deliver sustained value for all stakeholders while continuing to invest in innovation and optimize our operations.”

Fiscal Second Quarter 2026 Business Highlights

The Company remains focused on delivering innovative solutions, advancing personalized learning, and strengthening its financial position.

  • McGraw Hill delivered its second strongest fiscal second quarter revenue performance in a decade.
  • Re-occurring revenue increased 6.5% year-over-year, totaling 63% of consolidated revenue, due to growth across Higher Education, K-12 and Global Professional.
  • Digital revenue grew 7.6% year-over-year, underscoring a scalable, data-driven business model.
  • Market share increased notably within U.S. Higher Education along with continued strong K-12 capture rate amid the predictably smaller fiscal year 2026 market.
  • Gross profit margin improved by nearly 150 basis points year-over-year to 79.2% supported by higher-margin digital solutions growth.
  • Adjusted EBITDA margin(1) expanded 60 basis points year-over-year to 42.8% amid ongoing reinvestment.
  • As previously reported, the interest rate spread on the Company’s outstanding term loan facility was reduced by 50 basis points, and McGraw Hill’s strong cash position enabled a $150 million principal prepayment of that facility in October 2025. These actions brought the year-to-date gross debt reduction to $542 million, generating over $40 million in annualized cash interest savings.

Strategic Highlights

McGraw Hill continued to deliver AI-driven innovation by strategically leveraging the Company’s high-quality content, expansive proprietary data set, and domain expertise to deliver personalized learning solutions.

  • McGraw Hill’s proprietary AI tools continued to drive efficiency and engagement, with AI Reader hitting a milestone with 11 million learning interactions in the quarter.
  • Launched four new AI-powered solutions to address critical educator and learner needs and fuel future growth.
  • McGraw Hill Plus adoption continued along with higher utilization levels.
  • Expanded offerings beyond core markets with ALEKS Adventure in K-3, ALEKS Calculus globally and Sharpen Advantage, a new AI powered solution for Higher Education institutions.
  • The Company’s internal AI-powered content generation platform, Scribe, recouped its initial investment within a year, driving lasting efficiencies in content development.

Segment Highlights

McGraw Hill’s diverse portfolio of education solutions, serving the entire learning lifecycle, has largely insulated the impact of the anticipated smaller K-12 market opportunity, with Higher Education delivering double-digit revenue growth and increased market share.

Higher Education

  • Revenue totaled $213.0 million, an increase of 14.0% year-over-year primarily driven by share gains.
  • Re-occurring revenue totaled $161.7 million, an increase of 13.8% year-over-year, while digital revenue rose 18.4% year-over-year to $186.2 million, highlighting the scalability of McGraw Hill’s subscription-based and innovative Evergreen content delivery model.
  • U.S. Higher Education market share reached a record 30% on a last twelve months basis, an increase of 160 basis points year-over-year, according to MPI.
  • Inclusive Access sales grew 37.0% year-over-year, reflecting deeper penetration with existing customers.

K-12

  • Revenue totaled $359.1 million, a decline of 11.2% year-over-year, due to the anticipated smaller market opportunity.
  • Re-occurring revenue totaled $216.2 million, an increase of 2.8% year-over-year, supported by Florida Science market leadership and strong market share capture within other states and disciplines.
  • ALEKS Adventure demonstrated early success, while McGraw Hill Plus momentum continued with deeper market penetration and utilization.
  • Well-positioned for a return to growth in fiscal year 2027, supported by a larger market opportunity, including recently securing the approval for the California math adoption.

Global Professional and International

  • Global Professional demonstrated resilience with re-occurring revenue growth within medical and engineering sectors. International revenue decline narrowed relative to the prior quarter supported by growth in key markets, amid the ongoing digital transition. Refer to Key Operating Metrics for more details.

Fiscal Second Quarter 2026 Financial Highlights

 

 

Three Months Ended September 30,

 

Six Months Ended September 30,

($ in thousands)

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Revenue

 

$

669,187

 

 

$

688,590

 

 

$

1,204,897

 

 

$

1,211,544

 

Cost of sales (excluding depreciation and amortization)

 

$

139,077

 

 

$

153,358

 

 

$

262,461

 

 

$

278,648

 

Operating and administrative expenses

 

$

299,477

 

 

$

277,595

 

 

$

541,026

 

 

$

523,866

 

Net income (loss)

 

$

105,284

 

 

$

133,403

 

 

$

105,786

 

 

$

123,956

 

Adjusted EBITDA (1)

 

$

286,406

 

 

$

290,337

 

 

$

477,822

 

 

$

468,931

 

Net income (loss) margin

 

 

15.7

%

 

 

19.4

%

 

 

8.8

%

 

 

10.2

%

Adjusted EBITDA Margin (1)

 

 

42.8

%

 

 

42.2

%

 

 

39.7

%

 

 

38.7

%

Adjusted net income (loss) (1)

 

$

261,039

 

 

$

261,707

 

 

$

261,331

 

 

$

347,651

 

Fiscal Year 2026 Guidance

The following fiscal year 2026 guidance is forward-looking, and is based on the Company’s current expectations. Actual results may differ materially from what is indicated below.

 

 

Fiscal Year 2026 Guidance - Prior

 

Fiscal Year 2026 Guidance - Updated

 

 

As of August 14, 2025

 

As of November 12, 2025

($ in millions)

 

Low

 

High

 

Low

 

High

Revenue

 

$

1,986

 

$

2,046

 

$

2,031

 

$

2,061

Re-occurring Revenue

 

 

1,477

 

 

1,517

 

 

1,504

 

 

1,524

Adjusted EBITDA (1)

 

 

663

 

 

703

 

 

702

 

 

722

Earnings Conference Call and Webcast

Today, November 12, 2025, at 8:30 a.m. ET, McGraw Hill will host a conference call via webcast to review fiscal second quarter 2026 results and provide a business update. The webcast will be hosted by Simon Allen, Chairman, President and Chief Executive Officer, and Bob Sallmann, Executive Vice President and Chief Financial Officer, and will conclude with a question-and-answer session.

To access the live webcast or to view a replay, visit the Company's investor relations website at investors.mheducation.com.

The live question and answer portion of the call can be accessed by registering online at the Event Registration Page at which time registrants will receive dial-in information as well as a conference ID. Registration can be completed in advance of the conference call.

About McGraw Hill

McGraw Hill (NYSE: MH) is a leading global provider of education solutions for preK-12, higher education and professional learning, supporting the evolving needs of millions of educators and students around the world. We provide trusted, high-quality content and personalized learning experiences that use data, technology and learning science to help students progress towards their goals. Through our commitment to fostering a culture of innovation and belonging, we are dedicated to improving outcomes and access to education for all. We have over 30 offices across North America, Asia, Australia, Europe, the Middle East and South America, and make our learning solutions available in more than 80 languages. The Company’s fiscal year is the 52-week period ended March 31. Visit us at mheducation.com or find us on Facebook, Instagram, LinkedIn or X.

Safe Harbor Statement

This press release includes statements that are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including terms such as “believes,” “estimates,” “anticipates,” “expects,” “projects,” “intends,” “plans,” “may,” “will,” “should” or “seeks,” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include, but are not limited to, statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties, as they relate to events and depend on circumstances that may or may not occur in the future. The Company’s expectations, beliefs and projections are expressed in good faith, and the Company believes there is a reasonable basis for them; however, the Company cautions readers that forward-looking statements are not guarantees of future performance and that the Company’s actual results of operations, financial condition and liquidity, and the developments in the industry in which the Company operates, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this press release, including those described under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s final prospectus filed pursuant to Rule 424(b) under the Securities Act, filed on July 24, 2025, the Company’s Quarterly Report on Form 10-Q, filed on November 12, 2025, and in other filings made with the U.S. Securities and Exchange Commission. In addition, even if our results of operations, financial condition and liquidity, and the developments in the industry in which we operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements the Company makes in this press release speak only as of the date of such statement. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information. future developments or otherwise, except as may be required by any applicable securities law.

(1) Non-GAAP Financial Measures

In addition to presenting financial results that have been prepared in accordance with generally accepted principles in the United States (“GAAP”), we have included in this release the following non-GAAP financial measures—EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted net income (loss), Adjusted basic and diluted earnings (loss) per share, Adjusted operating and administrative expenses, Adjusted selling and marketing expenses, Adjusted general and administrative expenses and Adjusted research and development expenses. All such financial measures that are not required by or presented in accordance with GAAP. We believe that these non-GAAP financial measures are useful in evaluating our business and the underlying trends that affect our performance. The Company has included non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K. We include these non-GAAP financial measures in this release because management uses them to assess our performance. We believe that they reflect the underlying trends and indicators of our business and allow management to focus on the most meaningful indicators of our continuous operational performance. Although we believe these measures are useful for investors for the same reasons, readers of the financial statements herein should note that these measures are not a substitute for GAAP financial measures or disclosures. Each of these measures is not a recognized term under GAAP and does not purport to be an alternative to net income (loss), or any other measure derived in accordance with GAAP as a measure of operating performance, or to cash flows from operations as a measure of liquidity. Such measures are presented for supplemental information purposes only, have limitations as analytical tools and should not be considered in isolation or as substitute measures for our results as reported under GAAP. Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting our business, rather than evaluating GAAP results alone. Because not all companies use identical calculations, our measures may not be comparable to other similarly titled measures of other companies, and our use of these measures varies from others in our industry. Such measures are not intended to be a measure of cash available for management’s discretionary use, as they may not capture actual cash obligations associated with interest payments, other debt service requirements and taxes. Because of these limitations, we rely primarily on our GAAP results and use these non-GAAP measures only supplementally. See “Reconciliations of Non-GAAP Financial Measures” in the “Supplemental Information” section below and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Quarterly Report on Form 10-Q filed on November 12, 2025, for reconciliations of non-GAAP financial measures to the most directly comparable financial measure stated in accordance with GAAP.

Forward-Looking Non-GAAP Financial Measures

This press release contains forward-looking estimates of Adjusted EBITDA for fiscal year 2026. We provide this non-GAAP measure to investors on a prospective basis for the same reasons (as set forth above) that we provide it to investors on a historical basis. We are unable to provide a reconciliation of our forward-looking estimate of fiscal year 2026 net income (loss) to a forward-looking estimate of fiscal year 2026 Adjusted EBITDA because certain information needed to make a reasonable forward-looking estimate of net income (loss) for fiscal year 2026 is unreasonably difficult to predict and estimate and is often dependent on future events that may be uncertain or outside of our control. In addition, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on our future financial results. Our forward-looking estimates of both GAAP and non-GAAP measures of our financial performance may differ materially from our actual results and should not be relied upon as statements of fact.

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; dollars in thousands, except for share and per share data)

 

 

Three Months Ended

September 30,

 

Six Months Ended

September 30,

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

2024

 

Revenue

$

669,187

 

 

$

688,590

 

 

$

1,204,897

 

$

1,211,544

 

Cost of sales (excluding depreciation and amortization)

 

139,077

 

 

 

153,358

 

 

 

262,461

 

 

278,648

 

Gross profit

 

530,110

 

 

 

535,232

 

 

 

942,436

 

 

932,896

 

Operating expenses

 

 

 

 

 

 

 

Operating and administrative expenses

 

299,477

 

 

 

277,595

 

 

 

541,026

 

 

523,866

 

Depreciation

 

17,723

 

 

 

18,307

 

 

 

34,910

 

 

32,741

 

Amortization of intangibles

 

56,385

 

 

 

60,234

 

 

 

113,750

 

 

121,413

 

Total operating expenses

 

373,585

 

 

 

356,136

 

 

 

689,686

 

 

678,020

 

Operating income (loss)

 

156,525

 

 

 

179,096

 

 

 

252,750

 

 

254,876

 

Interest expense (income), net

 

55,940

 

 

 

80,146

 

 

 

114,714

 

 

161,022

 

(Gain) loss on extinguishment of debt

 

16,361

 

 

 

2,719

 

 

 

16,361

 

 

2,719

 

Income (loss) from operations before taxes

 

84,224

 

 

 

96,231

 

 

 

121,675

 

 

91,135

 

Income tax provision (benefit)

 

(21,060

)

 

 

(37,172

)

 

 

15,889

 

 

(32,821

)

Net income (loss)

$

105,284

 

 

$

133,403

 

 

$

105,786

 

$

123,956

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

$

0.57

 

 

$

0.80

 

 

$

0.60

 

$

0.74

 

Diluted earnings (loss) per share

$

0.57

 

 

$

0.80

 

 

$

0.60

 

$

0.74

 

 

_________________

(1) See “Supplemental Information—Reconciliations of Non-GAAP Financial Measures; Non-GAAP operating and administrative expenses” for a breakdown of our GAAP operating and administrative expenses and a reconciliation to the corresponding Non-GAAP financial measure.

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except for share data)

 

 

September 30, 2025

 

March 31, 2025

 

(Unaudited)

 

 

Assets

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$

463,187

 

 

$

389,830

 

Accounts receivable, net of allowance for credit losses of $10,774 and $13,521 as of September 30, 2025 and March 31, 2025, respectively

 

666,767

 

 

 

338,426

 

Inventories, net

 

132,962

 

 

 

174,018

 

Prepaid and other current assets

 

161,487

 

 

 

150,357

 

Total current assets

 

1,424,403

 

 

 

1,052,631

 

Product development costs, net

 

240,317

 

 

 

222,182

 

Property, plant and equipment, net

 

97,273

 

 

 

95,197

 

Goodwill

 

2,557,595

 

 

 

2,557,595

 

Other intangible assets, net

 

1,340,806

 

 

 

1,454,185

 

Deferred income taxes

 

7,041

 

 

 

7,983

 

Operating lease right-of-use assets

 

48,238

 

 

 

49,661

 

Other non-current assets

 

329,716

 

 

 

318,326

 

Total assets

$

6,045,389

 

 

$

5,757,760

 

Liabilities and stockholders' equity (deficit)

 

 

 

Current liabilities

 

 

 

Accounts payable

$

125,696

 

 

$

146,742

 

Accrued royalties

 

108,663

 

 

 

71,457

 

Accrued compensation

 

65,822

 

 

 

124,954

 

Deferred revenue

 

966,940

 

 

 

794,031

 

Current portion of long-term debt

 

13,170

 

 

 

13,170

 

Operating lease liabilities

 

8,002

 

 

 

8,042

 

Other current liabilities

 

121,387

 

 

 

172,023

 

Total current liabilities

 

1,409,680

 

 

 

1,330,419

 

Long-term debt

 

2,796,958

 

 

 

3,164,551

 

Deferred income taxes

 

15,834

 

 

 

15,656

 

Long-term deferred revenue

 

946,621

 

 

 

882,156

 

Operating lease liabilities

 

62,302

 

 

 

64,737

 

Other non-current liabilities

 

19,402

 

 

 

19,997

 

Total liabilities

 

5,250,797

 

 

 

5,477,516

 

Commitments and contingencies

 

 

 

Stockholders' equity (deficit)

 

 

 

Class A voting common stock, par value $0.01 per share; 186,471,212 shares authorized, 165,160,216 shares issued and outstanding as of March 31, 2025

 

 

 

 

1,652

 

Class B non-voting common stock, par value $0.01 per share; 14,384,922 shares authorized, 1,451,303 shares issued and outstanding as of March 31, 2025

 

 

 

 

14

 

Common stock, par value $0.01 per share; 2,000,000,000 shares authorized, 191,001,519 shares issued and outstanding as of September 30, 2025; and no shares authorized, issued and outstanding as of March 31, 2025

 

1,910

 

 

 

 

Additional paid-in capital

 

1,968,556

 

 

 

1,562,204

 

Accumulated deficit

 

(1,175,414

)

 

 

(1,281,200

)

Accumulated other comprehensive income (loss)

 

(460

)

 

 

(2,426

)

Total stockholders' equity (deficit)

 

794,592

 

 

 

280,244

 

Total liabilities and stockholders' equity (deficit)

$

6,045,389

 

 

$

5,757,760

 

MCGRAW HILL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; dollars in thousands)

 

 

Six Months Ended September 30,

 

 

2025

 

 

 

2024

 

Operating activities

 

 

 

Net income (loss)

$

105,786

 

 

$

123,956

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities

 

 

 

Depreciation (including amortization of technology costs)

 

34,910

 

 

 

32,741

 

Amortization of intangibles

 

113,750

 

 

 

121,413

 

Amortization of product development costs

 

32,016

 

 

 

31,902

 

Amortization of deferred royalties

 

58,257

 

 

 

55,189

 

Amortization of deferred commission costs

 

12,633

 

 

 

9,832

 

Stock-based compensation

 

31,076

 

 

 

 

Credit losses on accounts receivable

 

236

 

 

 

(1,565

)

Unrealized (gain) loss on interest rate cap

 

 

 

 

233

 

Inventory obsolescence

 

8,159

 

 

 

8,565

 

Deferred income taxes

 

942

 

 

 

(617

)

Amortization of debt discount

 

6,841

 

 

 

7,646

 

Amortization of deferred financing costs

 

2,534

 

 

 

6,770

 

(Gain) loss on extinguishment of debt

 

16,361

 

 

 

2,719

 

Changes in operating assets and liabilities:

 

 

 

Accounts receivable

 

(324,370

)

 

 

(367,593

)

Inventories

 

33,526

 

 

 

61,152

 

Prepaid and other current assets

 

(99,107

)

 

 

(139,224

)

Accounts payable and accrued expenses

 

(39,634

)

 

 

39,533

 

Deferred revenue

 

236,074

 

 

 

412,857

 

Other current liabilities

 

(53,189

)

 

 

18,039

 

Other changes in operating assets and liabilities, net

 

(8,470

)

 

 

(11,085

)

Cash provided by (used for) operating activities

 

168,331

 

 

 

412,463

 

Investing activities

 

 

 

Product development expenditures

 

(49,076

)

 

 

(38,447

)

Capital expenditures

 

(37,478

)

 

 

(29,033

)

Cash provided by (used for) investing activities

 

(86,554

)

 

 

(67,480

)

Financing activities

 

 

 

Payment of A&E Term Loan Facility

 

(392,283

)

 

 

 

Payment of Term Loan Facility

 

 

 

 

(754,875

)

Borrowings on 2024 Secured Notes

 

 

 

 

650,000

 

Payment of finance lease obligations

 

(3,747

)

 

 

(5,397

)

Payment of deferred financing costs

 

 

 

 

(24,027

)

Proceeds from issuance of common stock in Initial Public Offering, net of underwriting discounts

 

392,862

 

 

 

 

Deferred Initial Public Offering costs

 

(5,185

)

 

 

 

Cash provided by (used for) financing activities

 

(8,353

)

 

 

(134,299

)

Effect of exchange rate changes on cash

 

(67

)

 

 

1,683

 

Net change in cash and cash equivalents

 

73,357

 

 

 

212,367

 

Cash and cash equivalents, at the beginning of the period

 

389,830

 

 

 

203,618

 

Cash and cash equivalents, at the end of the period

$

463,187

 

 

$

415,985

 

Supplemental disclosures

 

 

 

Cash paid for interest expense

$

113,238

 

 

$

145,227

 

Cash paid for income taxes

 

71,027

 

 

 

26,707

 

Supplemental Information

Reconciliations of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

“EBITDA” is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization.

“Adjusted EBITDA” is defined as net income (loss) from continuing operations plus interest expense (income), net, income tax provision (benefit), depreciation and amortization, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

Further, although not included in the calculation of Adjusted EBITDA below, we may at times add estimated cost savings and operating synergies related to operational changes ranging from acquisitions or dispositions to restructurings, and exclude one-time transition expenditures.

“Adjusted EBITDA Margin” is calculated by dividing Adjusted EBITDA by total revenue.

The following table presents a reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024:

 

 

Three Months Ended

September 30,

 

Six Months Ended

September 30,

($ in thousands)

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Net income (loss)

 

$

105,284

 

 

$

133,403

 

 

$

105,786

 

 

$

123,956

 

Interest expense (income), net

 

 

55,940

 

 

 

80,146

 

 

 

114,714

 

 

 

161,022

 

Income tax provision (benefit)

 

 

(21,060

)

 

 

(37,172

)

 

 

15,889

 

 

 

(32,821

)

Depreciation, amortization and product development amortization

 

 

92,822

 

 

 

97,176

 

 

 

180,676

 

 

 

186,056

 

EBITDA

 

$

232,986

 

 

$

273,553

 

 

$

417,065

 

 

$

438,213

 

Restructuring and cost savings implementation charges (a)

 

 

1,774

 

 

 

6,751

 

 

 

4,880

 

 

 

13,322

 

Advisory fees (b)

 

 

625

 

 

 

2,500

 

 

 

3,125

 

 

 

5,000

 

Transaction and integration costs (c)

 

 

170

 

 

 

770

 

 

 

270

 

 

 

1,864

 

Stock-based compensation (d)

 

 

31,076

 

 

 

 

 

 

31,076

 

 

 

 

Gain (loss) on extinguishment of debt (e)

 

 

16,361

 

 

 

2,719

 

 

 

16,361

 

 

 

2,719

 

Other (f)

 

 

3,414

 

 

 

4,044

 

 

 

5,045

 

 

 

7,813

 

Adjusted EBITDA

 

$

286,406

 

 

$

290,337

 

 

$

477,822

 

 

$

468,931

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$

669,187

 

 

$

688,590

 

 

$

1,204,897

 

 

$

1,211,544

 

Net income (loss) margin

 

 

15.7

%

 

 

19.4

%

 

 

8.8

%

 

 

10.2

%

Adjusted EBITDA Margin

 

 

42.8

%

 

 

42.2

%

 

 

39.7

%

 

 

38.7

%

 

__________________

(a) Represents severance and other expenses associated with headcount reductions and other cost savings initiated as part of our restructuring initiatives.

(b) For the three and six months ended September 30, 2025 and 2024, represents the pro rata portion of the annual $10.0 million of advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025).

(c) This primarily represents transaction and integration costs associated with acquisitions.

(d) Represents stock-based compensation expense related to awards granted to our employees, directors and consultants under the Company's long-term incentive plans.

(e) Represents accelerated amortization of debt discount and deferred financing costs related to the A&E Term Loan Facility paydown from IPO proceeds.

(f) For the three months ended September 30, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $0.1 million and $(1.3) million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $1.7 million and $1.0 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025) of $0.1 million and $0.1 million, respectively, (iv) post-acquisition compensation expense of nil and $0.2 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with the Initial Public Offering that were expensed as incurred of $0.9 million and $2.0 million, respectively, and (vi) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $0.6 million and $2.0 million, respectively, that are primarily related to individually insignificant miscellaneous items, including third-party consulting and advisory fees associated with system and process rationalization initiatives and certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of the IPO on July 25, 2025.

 

For the six months ended September 30, 2025 and 2024, this amount represents (i) foreign currency exchange transaction impact of $(1.8) million and $(0.7) million, respectively, (ii) non-recurring expenses related to strategic initiatives, including marketing, consulting, and non-operational costs associated with the market introduction of a new product launch of $2.5 million and $2.4 million, respectively, (iii) reimbursements of expenses paid to Platinum Advisors incurred in connection with its services under the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025) of $0.2 million and $0.4 million, respectively, (iv) post-acquisition compensation expense of nil and $0.4 million, respectively, associated with the acquisition of Boards & Beyond, (v) non-recurring transaction-related costs associated with the IPO that were expensed as incurred of $2.8 million and $2.0 million, respectively, and (vi) the impact of additional insignificant earnings or charges resulting from matters that we do not consider indicative of our ongoing operations of $1.3 million and $3.3 million, respectively, primarily related to individually insignificant miscellaneous items, including asset dispositions, third-party consulting and advisory fees associated with system and process rationalization initiatives, as well as certain additional payments related to incremental insurance premiums and policies as a result of the Platinum acquisition that did not renew after the consummation of the IPO on July 25, 2025.

Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share

“Adjusted net income (loss)” is defined as net income (loss) from continuing operations adjusted to exclude amortization of intangible assets, restructuring and cost savings implementation charges, the effects of the application of purchase accounting, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), impairment charges, transaction and integration costs, stock-based compensation, (gain) loss on extinguishment of debt and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations and the related tax impact of those adjustments.

Adjusted basic and diluted earnings (loss) per share is calculated by dividing Adjusted net income (loss) by the basic and diluted weighted average shares outstanding.

The following table presents a reconciliation of Adjusted net income (loss) and Adjusted basic and diluted earnings (loss) per share to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024:

 

 

Three Months Ended

September 30,

 

Six Months Ended

September 30,

($ in thousands)

 

 

2025

 

 

2024

 

 

2025

 

 

 

2024

Net income (loss)

 

$

105,284

 

$

133,403

 

$

105,786

 

 

$

123,956

Amortization of intangible assets (1)

 

 

56,211

 

 

60,038

 

 

113,379

 

 

 

121,033

Restructuring and cost savings implementation charges (2)

 

 

1,774

 

 

6,751

 

 

4,880

 

 

 

13,322

Advisory fees (2)

 

 

625

 

 

2,500

 

 

3,125

 

 

 

5,000

Transaction and integration costs (2)

 

 

170

 

 

770

 

 

270

 

 

 

1,864

Stock-based compensation (2)

 

 

31,076

 

 

 

 

31,076

 

 

 

Gain (loss) on extinguishment of debt (2)

 

 

16,361

 

 

2,719

 

 

16,361

 

 

 

2,719

Other (2)

 

 

3,414

 

 

4,044

 

 

5,045

 

 

 

7,813

Tax impact of adjustments(3)

 

 

46,124

 

 

51,482

 

 

(18,591

)

 

 

71,944

Adjusted net income (loss)

 

$

261,039

 

$

261,707

 

$

261,331

 

 

$

347,651

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.57

 

$

0.80

 

$

0.60

 

 

$

0.74

Diluted earnings (loss) per share

 

$

0.57

 

$

0.80

 

$

0.60

 

 

$

0.74

Adjusted basic earnings (loss) per share

 

$

1.41

 

$

1.57

 

$

1.49

 

 

$

2.09

Adjusted diluted earnings (loss) per share

 

$

1.40

 

$

1.57

 

$

1.48

 

 

$

2.09

Basic weighted-average shares outstanding

 

 

185,169,128

 

 

166,611,519

 

 

175,941,027

 

 

 

166,611,519

Diluted weighted-average shares outstanding

 

 

185,832,674

 

 

166,611,519

 

 

176,274,613

 

 

 

166,611,519

 

_____________

(1) Represents amortization of definite-lived acquired intangible assets.

(2) Represents the same adjustments used in calculating EBITDA and Adjusted EBITDA.

(3) Represents the tax impact of these adjustments, which are pre-tax, based upon the effective income tax rate.

Non-GAAP operating and administrative expenses

“Adjusted operating and administrative expenses” is defined as GAAP operating and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), transaction and integration costs, stock-based compensation, amortization of product development costs and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

“Adjusted selling and marketing expenses” is defined as GAAP selling and marketing expenses adjusted to exclude stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

“Adjusted general and administrative expenses” is defined as GAAP general and administrative expenses adjusted to exclude restructuring and cost savings implementation charges, advisory fees paid to Platinum Advisors pursuant to the Advisory Agreement (which was terminated upon consummation of our Initial Public Offering on July 25, 2025), transaction and integration costs, stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

“Adjusted research and development expenses” is defined as GAAP research and development expenses adjusted to exclude stock-based compensation and the impact of earnings or charges resulting from matters that we do not consider indicative of our ongoing operations.

The following table presents a reconciliation of these non-GAAP operating and administrative expenses to the most directly comparable GAAP financial measure for the three and six months ended September 30, 2025 and 2024:

 

 

Three Months Ended

September 30,

 

Six Months Ended

September 30,

($ in thousands)

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Operating and administrative expenses

 

$

299,477

 

 

$

277,595

 

 

$

541,026

 

 

$

523,866

 

Restructuring and cost savings implementation charges

 

 

(1,774

)

 

 

(6,751

)

 

 

(4,880

)

 

 

(13,322

)

Advisory fees

 

 

(625

)

 

 

(2,500

)

 

 

(3,125

)

 

 

(5,000

)

Transaction and integration costs

 

 

(170

)

 

 

(770

)

 

 

(270

)

 

 

(1,864

)

Amortization of product development costs

 

 

(18,714

)

 

 

(18,635

)

 

 

(32,016

)

 

 

(31,902

)

Stock-based compensation

 

 

(31,076

)

 

 

 

 

 

(31,076

)

 

 

 

Other

 

 

(3,414

)

 

 

(4,044

)

 

 

(5,045

)

 

 

(7,813

)

Adjusted operating and administrative expenses (1)

 

$

243,704

 

 

$

244,895

 

 

$

464,614

 

 

$

463,965

 

 

 

 

 

 

 

 

 

 

Selling and marketing

 

$

99,964

 

 

$

104,453

 

 

$

187,361

 

 

$

189,984

 

Stock-based compensation

 

 

(1,141

)

 

 

 

 

 

(1,141

)

 

 

 

Other

 

 

(1,180

)

 

 

(776

)

 

 

(1,601

)

 

 

(1,999

)

Adjusted selling and marketing expenses (1)

 

$

97,643

 

 

$

103,677

 

 

$

184,619

 

 

$

187,985

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$

111,148

 

 

$

91,015

 

 

$

186,540

 

 

$

175,038

 

Restructuring and cost savings implementation charges

 

 

(1,774

)

 

 

(6,751

)

 

 

(4,880

)

 

 

(13,322

)

Advisory fees

 

 

(625

)

 

 

(2,500

)

 

 

(3,125

)

 

 

(5,000

)

Transaction and integration costs

 

 

(170

)

 

 

(770

)

 

 

(270

)

 

 

(1,864

)

Stock-based compensation

 

 

(24,794

)

 

 

 

 

 

(24,794

)

 

 

 

Other

 

 

(1,849

)

 

 

(3,038

)

 

 

(2,752

)

 

 

(5,398

)

Adjusted general and administrative expenses (1)

 

$

81,936

 

 

$

77,956

 

 

$

150,719

 

 

$

149,454

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

69,651

 

 

$

63,492

 

 

$

135,109

 

 

$

126,942

 

Stock-based compensation

 

 

(5,141

)

 

 

 

 

 

(5,141

)

 

 

 

Other

 

 

(385

)

 

 

(230

)

 

 

(692

)

 

 

(416

)

Adjusted research and development expenses (1)

 

$

64,125

 

 

$

63,262

 

 

$

129,276

 

 

$

126,526

 

 

_____________

(1) We calculate each of these measures by using the same adjustments used in calculating EBITDA and Adjusted EBITDA to the extent such items are included in the corresponding GAAP operating and administrative expense category.

Key Operating Metrics

 

Re-occurring Revenue and Transactional Revenue for the Three and Six Months Ended September 30, 2025 and 2024

 

 

 

Three Months Ended September 30,

 

 

2025

 

2024

($ in thousands)

 

Re-occurring

Revenue

 

Transactional

Revenue

 

Total

 

Re-occurring

Revenue

 

Transactional

Revenue

 

Total

K-12

 

$

216,236

 

$

142,911

 

$

359,147

 

$

210,301

 

$

194,344

 

$

404,645

Higher Education

 

 

161,679

 

 

51,283

 

 

212,962

 

 

142,134

 

 

44,756

 

 

186,890

Global Professional

 

 

24,655

 

 

15,153

 

 

39,808

 

 

23,402

 

 

17,012

 

 

40,414

International

 

 

19,824

 

 

30,521

 

 

50,345

 

 

20,818

 

 

34,359

 

 

55,177

Other

 

 

 

 

6,925

 

 

6,925

 

 

 

 

1,464

 

 

1,464

Total Revenue

 

$

422,394

 

$

246,793

 

$

669,187

 

$

396,655

 

$

291,935

 

$

688,590

 

 

Six Months Ended September 30,

 

 

2025

 

2024

($ in thousands)

 

Re-occurring

Revenue

 

Transactional

Revenue

 

Total

 

Re-occurring

Revenue

 

Transactional

Revenue

 

Total

K-12

 

$

399,877

 

$

230,201

 

$

630,078

 

$

377,120

 

$

302,352

 

 

$

679,472

 

Higher Education

 

 

321,231

 

 

74,110

 

 

395,341

 

 

291,588

 

 

55,148

 

 

 

346,736

 

Global Professional

 

 

48,312

 

 

26,655

 

 

74,967

 

 

46,175

 

 

29,526

 

 

 

75,701

 

International

 

 

40,588

 

 

61,221

 

 

101,809

 

 

43,570

 

 

69,918

 

 

 

113,488

 

Other

 

 

 

 

2,702

 

 

2,702

 

 

 

 

(3,853

)

 

 

(3,853

)

Total Revenue

 

$

810,008

 

$

394,889

 

$

1,204,897

 

$

758,453

 

$

453,091

 

 

$

1,211,544

 

RPO as of September 30, 2025 and as of March 31, 2025

 

 

 

September 30, 2025

 

March 31, 2025

($ in thousands)

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

RPO by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

K-12

 

$

549,551

 

$

882,326

 

$

1,431,877

 

$

457,353

 

$

822,232

 

$

1,279,585

Higher Education

 

 

316,222

 

 

54,568

 

 

370,790

 

 

247,685

 

 

49,631

 

 

297,316

Global Professional

 

 

54,224

 

 

7,145

 

 

61,369

 

 

54,949

 

 

7,399

 

 

62,348

International

 

 

46,114

 

 

2,582

 

 

48,696

 

 

30,515

 

 

2,892

 

 

33,407

Other

 

 

829

 

 

 

 

829

 

 

3,531

 

 

 

 

3,531

Total RPO

 

$

966,940

 

$

946,621

 

$

1,913,561

 

$

794,033

 

$

882,154

 

$

1,676,187

Digital and Print Revenue

 

Disaggregation of Revenue for the Three and Six Months Ended September 30, 2025 and 2024

 

 

 

Three Months Ended September 30,

 

 

2025

 

2024

($ in thousands)

 

Digital

 

Print (1)

 

Total

 

Digital

 

Print (1)

 

Total

Revenue by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

K-12

 

$

118,636

 

$

240,511

 

$

359,147

 

$

120,922

 

$

283,723

 

$

404,645

Higher Education

 

 

186,169

 

 

26,793

 

 

212,962

 

 

157,294

 

 

29,596

 

 

186,890

Global Professional

 

 

26,022

 

 

13,786

 

 

39,808

 

 

25,251

 

 

15,163

 

 

40,414

International

 

 

21,372

 

 

28,973

 

 

50,345

 

 

23,975

 

 

31,202

 

 

55,177

Other (2)

 

 

 

 

6,925

 

 

6,925

 

 

 

 

1,464

 

 

1,464

Total Revenue

 

$

352,199

 

$

316,988

 

$

669,187

 

$

327,442

 

$

361,148

 

$

688,590

 

 

Six Months Ended September 30,

 

 

2025

 

2024

($ in thousands)

 

Digital

 

Print (1)

 

Total

 

Digital

 

Print (1)

 

Total

Revenue by Segment:

 

 

 

 

 

 

 

 

 

 

 

 

K-12

 

$

227,233

 

$

402,845

 

$

630,078

 

$

220,540

 

$

458,932

 

 

$

679,472

 

Higher Education

 

 

354,995

 

 

40,346

 

 

395,341

 

 

311,249

 

 

35,487

 

 

 

346,736

 

Global Professional

 

 

51,294

 

 

23,673

 

 

74,967

 

 

50,344

 

 

25,357

 

 

 

75,701

 

International

 

 

43,725

 

 

58,084

 

 

101,809

 

 

48,534

 

 

64,954

 

 

 

113,488

 

Other (2)

 

 

 

 

2,702

 

 

2,702

 

 

 

 

(3,853

)

 

 

(3,853

)

Total Revenue

 

$

677,247

 

$

527,650

 

$

1,204,897

 

$

630,667

 

$

580,877

 

 

$

1,211,544

___________________

(1)

Print revenue contains print and multi-year print products.

(2)

Includes in-transit product sales and intersegment revenue adjustments that are not included within segment revenues reviewed by the Company's Chief Operating Decision Maker.

 

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