Kahoot ASA

OSE:KAHOT

Earnings Call Analysis

Kahoot! Q2 Shows Strong Profitable Growth

Kahoot! Group demonstrated resilient performance in Q2 of 2023 with revenue growing by 14% to $41.3 million, and billings increasing 7% to $39.9 million year-on-year. Excluding Clever, Kahoot! saw over 10% billing growth to 26.8%. The company's paid subscriptions climbed to 1.37 million, a 13% rise. Operational efficiency led to a decrease in expenses, resulting in a record high adjusted EBITDA of $11 million, a 60% boost from the previous year, and 111% growth in operating cash flow at $10.9 million. Highlighting its multi-category business strategy, the core Kahoot! service emerged as the main growth driver. Kahoot! anticipates Clever to continue its double-digit invoice revenue growth and improved profitability throughout the year.

Strengthening Financials Amidst Acquisition Offer

In an ever-evolving educational landscape, Kahoot! has demonstrated resilience and strategic growth in Q2 2023. Despite a volatile macroeconomic context, the company delivered a robust performance with a 14% year-over-year increase in recognized revenue, reaching $41.3 million. The solid double-digit billing growth from the core Kahoot! platform and a disciplined cost management approach resulted in a 27% EBITDA margin and a 60% jump in adjusted EBITDA, achieving the highest in any quarter to date at $11 million.

Diverse Customer Base Driving Growth

Kahoot! operates across three distinct customer categories: Commercial, Education, and Consumer & Experience, all benefiting from the company's one platform approach. The second quarter saw the addition of 22,000 new paid subscriptions, particularly from professional users, setting a positive trajectory for upcoming quarters against the backdrop of seasonal academic and corporate cycles.

Long-term Strategic Outlook and New Product Launches

Kahoot! is staying true to its long-term strategy of evolving the platform for deeper learning experiences and expanding its reach into a larger market. The launch of Kahoot! 360 Engage, a comprehensive corporate learning solution, marks a key milestone for the Commercial segment. For the Clever integration, the company envisions a double-digit invoiced revenue growth and enhanced profitability for the full year.

Reiteration of Growth and Profitability Targets

For Q3 2023, Kahoot! anticipates continuous growth with expected recognized revenue of approximately $43 million and improvements in both adjusted EBITDA and free cash flow. The company sets its eyes on a long-term goal, aiming for a 40% cash conversion in 2025 relative to billings.

Proposed Takeover by Consortium Led by Goldman Sachs

A consortium led by Goldman Sachs Asset Management has tabled a takeover bid to acquire all shares in Kahoot! ASA at NOK35 per share, an offer Kahoot!'s Board unanimously recommends. This represents a best and final offer equating to an aggregate equity purchase price of NOK17.2 billion and a significant 33.3% and 62.1% premium to the three and six-month volume-weighted average prices, respectively. Management and founders will reinvest 42 million shares and sell 16.5 million shares as part of the consortium, asserting their confidence in the future of the company under the proposed new ownership.

Earnings Call Transcript 2023-Q2

[Courtney Lineback, International Sales Account Manager]

Welcome to the Kahoot! Group Earnings Webcast for the Second Quarter of 2023. I'm Courtney Lineback from Kahoot!, and I will be your moderator today. We are excited to be here with you to give you updates on our progress here at Kahoot!

We will start by giving you an introduction and then we will proceed to discuss Kahoot!'s financial and operational highlights from Q2. We will also spend some time on this webcast to present the recently announced offer from a consortium of investors to acquire 100% of the equity in Kahoot! ASA.

At the end of our presentation, we will take some questions from the chart so please feel free to share questions in the chart as we move through. Today, we have with us here, Andreas Hansson, Chairman of the Board of Kahoot!; Eilert Hanoa, CEO of Kahoot!; Ken Østreng, CFO of Kahoot!

I will now pass it off to Eilert to get us started. Over to you, Eilert.

[Eilert Hanoa, Chief Executive Officer]

Thank you very much and -- for giving us the introduction Courtney, and good morning and afternoon, everyone, for -- and thank you for attending and taking part in today's presentation today. We look forward to take you through our second quarter of the year and share some of the highlights and developments as well as our momentum into the second half of '23. We will also have participation from our Chairman of Board, Andreas Hansson, addressing the announced offer from the Goldman Sachs Consortium, and we will be available for questions.

And with that, it feels great to start with what Kahoot!'s all about, our mission, to make learning awesome. And that has been our guiding star since day one. It is a privilege to work with the very talented and dedicated team in Kahoot! towards such an important goal, making a difference for millions. It is our conviction that by building the best learning tools in the world and to engage learners of all ages, we have an opportunity to make a real positive impact.

For those not so familiar with the Company, let me give a brief introduction to the group. In the midst of the group, we have the core Kahoot! learning and audience engagement platform, supported by our full suite of complementary learning applications developed and acquired over the last couple of years. And since the fall of '21, we also have Clever, the market-leading U.S. rostering service as a part of the group.

Clever connects education providers with millions of students and teachers in close to 100,000 school in the U.S. and also internationally.

Our competitive stronghold continues to be robust. The hundreds of millions of users in the ecosystem are global partner brands and engaging content on our highly scalable software platform.

This gives low operational cost and high gross margin, an extremely powerful brand loved by learners across all segments, geos and demographics, and of course, a long-lasting commitment to innovation and strive for continuous improvement on the signature Kahoot! experience, which you will see several examples of during the next couple of months.

And in this product-led growth that creates the basis of our viral spread and conversion to paid usage with very low customer acquisition costs and no paid marketing. We will see the benefit of that scalability in today's percentiles of our numbers.

This combination is what makes Kahoot! the premium global brand for digital education, engaging learning and audience attraction. This is what sets us up for a unique opportunity to grow and make a positive impact, reaching learners or segments, demos and geos.

So let's switch and take a look at the financial highlights from the second quarter. In a volatile macroeconomic environment, the group delivered a sustained profitable growth, including solid double-digit billing growth from the core Kahoot! platform. The recognized revenue in the quarter reached $41.3 million, up 14% year-on-year on group level. And billings reached $39.9 million, up 7% year-on-year across all units in the group.

Excluding Clever, billing grew over 10%, double-digit year-on-year to 26.8%. And paid subscriptions continue to increase, now reaching $1.37 million, up 13% over last year.

I'm also pleased that our focus on operational efficiency continues to yield very strong results. In the current inflationary environment, we maintained a disciplined cost management. This gave us sequential quarterly decline in operational expenses. And with a 27% margin and a 60% growth year-on-year in adjusted EBITDA, we reached our highest adjusted EBITDA in any quarter-to-date with $11 million. And do keep in mind that this is after a record high of adjusted EBITDA also in the first quarter this year.

Our Q2 also marked our 15th consecutive quarter of positive operating cash flow, up 111% from last year to $10.9 million. This puts us in a very solid financial position. The group generated free cash flow of $10.7 million in the quarter, up 120% year-on-year. That gives a total of $51 million in free cash flow from our operations over the last 12 months. And as cash equivalents per the end of Q2 totaled $96.6 million. And bear in mind that the group has no interest-bearing debt.

Our business is organized around three customer categories: Commercial, Education and Consumer & Experience. These three are very different, both in terms of market drivers, competitive landscape, commercial potential and more, but the most interesting with Kahoot!'s structure is that we benefit from serving them larger from one platform with the same resources, the same functionality and the same packaging optimized for each of these segments.

And with the opportunity to have across both reference of the brand recognition, the learning aspect and, of course, the word of mouth and learning true play, it is really one of the strengths of the Kahoot! business model, to have a strong presence for corporations, for schools, institutions, teachers, students and for all kinds of social use across the globe.

So, let's look at the business highlights for the quarter. The growth in paid users continued, adding a total of 22,000 net new subscriptions, notably from professional users. In line with expectations, the quarter built a promising pipeline across both Education and Commercial, giving tailwind into the important back-to-school and back-to-work season in the third and fourth quarters.

The core Kahoot! service manifested in position as the main growth engine for the group with good growth, and the quarter saw innovation and further commercial improvement within all business areas as also outlined on the Investor Day we held in June.

Important milestone for us was the Commercial -- sorry, in the Commercial space was the launch of Kahoot! 360 engage that will be rolled out in the third and fourth quarter, which is our most complete corporate learning solution to date, taking advantage of both the Kahoot! platform and also the Kahoot! app to really bring learning in the hands of all employees across all kinds of organizations.

Whilst in Education, the introduction of AI creation as an exclusive early access feature for educators was another important step towards taking learning awesome. In line with expectations, Clever delivered consistent billing year-on-year in the quarter as well as contracting additional application partners ahead of its prime season.

Now with over 600 paying apps available on the platform out of a total of more 900 partners and apps on the total offering on the Clever platform as well. And the usage numbers are equally impressive on Clever. Monthly in the second quarter, some 24 million students and 1.4 million teachers are active with Clever platform in this quarter. And that's half of the students and more than 1/3 of the -- in the U.S. K-12.

And out of the -- close to 100,000 schools now using Clever, around -- or actually more than 1,000 of those are outside of U.S. So, it's also starting to get some good solid pilots across the world in usage of Clever outside the U.S.

As communicated earlier, we expect financial impact from the new application partners and further expansion of Clever's end user groups to occur in the second half of the year, in particular, the third quarter and back-to-school, as is the strongest seasonal quarter for Clever. On a full year basis, we expect Clever to deliver continued double-digit invoice revenue growth and improved profitability as well.

Now, let's look at the usage for the first full quarter with post-pandemic like-for-like comparables. Very pleased to see a continued improving trend in user activity on the Kahoot! platform amongst our diverse professional user segments and 24 million active accounts on the core Kahoot! platform the last 12 months, both creating, hosting and enjoying the value of Kahoot! The momentum in the second half of the quarter started to pick up, makes us very excited for the back-to-school and the high season for work customers as well in the second half.

So to conclude, the group's diverse business continues to prove resilient with the core Kahoot! service delivering particularly strong growth. The long-term development in professional user segments also continues with larger customers taking advantage of the expanded suite of solutions and the feedback of recent product innovations and AR-powered features has been great.

With a very promising product road map, we are well positioned to capture long-term transformative opportunities taking place in the digital learning across home, school and workplace and this while, continuing to deliver profitable growth. And with 97% of our users still benefiting from more free offerings, the potential for further monetization is substantial across all user categories.

And of course, one of the success factors is us being able to work with some of the most awesome brands and enterprises around the world using different sets of the Kahoot! functionality to bring learning, engagement to their audiences, whether it's internally in their organization or for their customers. I've already mentioned our growth in professional subscription. And this long-term trend is driven both by continued influx of new opportunities for us and expansion of already existing customer agreements.

Many of our professional users, especially in the Commercial category, come to us with similar challenges. They lack efficient ways to develop and educate, build corporate culture through communication or engaging employees in general, both for non-desk and desk workers across their organization.

The relationship often starts with a relatively modest deal as they are -- as the customers see that they -- or solution actually help them building engagement with teams, they will expand whether they see it for our way to build on their initial infrastructure or adding new ways of using Kahoot! functionality for other parts of the organization. That can be across their divisions, their geos or into subsidiaries.

And then, we have companies looking for ways to create and deliver interactive experiences that showcases their brands, their learning or the CSR aspect of their business to external audiences. So all in all, a great quarter for us and continuing to build ecosystem of enterprise and larger organizations that take advantage of all the great innovation happening across the Kahoot! Group.

So to close this section of, we expect both the growth in digital learning and the re-platform of education and learning across work school and home to continue. We believe our long-term strategy remains, therefore, obviously the same. We will continue to evolve our platform and offerings for deeper and broader learning purposes, as also extensively outlined on the Investor Day.

We will continue to invest heavily incorporating to tap into a larger TAM, both with our core Kahoot! offerings or acquisitions and new offerings such as the Kahoot! Engage that we have just launched to ensure this value proposition to be delivered.

Clever is hugely important for the group and we will continue to develop Clever's premium services and offerings and continue to expand the usage of Clever across all schools. And last, but not least, our premium content, where we will take advantage of the ecosystem of partners, content and content creators we have in our user base to mobilize the community and develop great content together with our partners for all user groups and languages in the future.

And with that, I'm happy to hand over to Ken, who will take us through the more detailed financial performance of the quarter. Ken?

[Ken Østreng, Chief Financial Officer]

Thanks, Eilert, and good afternoon and good morning, everyone. I'm very pleased to take you through the numbers for our second quarter of 2023. From a finance perspective, our focus in Kahoot! is about continued scalable growth, expanding profitability and solid cash flow generation with disciplined capital allocation.

In terms of continued profitable growth, the financial development over the last three years for the second quarter confirms that we have a proven, scalable business model. Our 7x billing growth to $175 million over the last three years for the second quarter is driven by organic growth in a number of paid subscriptions and the effects from acquired companies.

Revenue growth follows recognition of the billed annual subscriptions of the term period, driving the 11x increase over the last three years to revenue of $157 million.

We have continued improvement in adjusted EBITDA, following revenue growth and prudent cost development with an increase of $43 million over the last three years. For the last 12-month period, adjusted EBITDA increased 62% year-on-year to approximately $39 million.

Our scalable business model with marginal CapEx is proven by the strong free cash flow improvement of $45 million over the past three years. For the last 12 months, free cash flow increased 70% year-on-year to $51 million, up from $30 million for the prior 12-month period.

The four quarter operating run rate visualizes the scalability of the Kahoot! operating model with billing of approximately $175 million for the last 12 months with a corresponding operational cost base of approximately $119 million. And as you can see in the chart, we have operating model leverage with modest development of the quarterly operational space.

And this comes through continued low customer acquisition cost, scalable platform supporting all customer categories globally with infrastructure costs for both free and paid users included in the current cost base. And we have a capital-light business model with minimal CapEx required to support the scale of the operations.

Now on to the quarterly development. We have a billing seasonality through the year, impacted by back-to-school season for both Clever and Kahoot! in the third quarter and regular business seasonality through the year. Year-on-year growth in billing was 7% for the second quarter and 9% for the first half year.

The recognition of billed prepaid annual subscriptions translates into continued quarter-on-quarter revenue growth through the year with second quarter revenue up 14% year-on-year to $41.3 million for the quarter and $81.8 million for the first half year.

And with regards to the revenue distribution through the year, we had approximately 48% of the 2022 full year revenue in the first half year and 52% in the second half of the year.

Adjusted EBITDA continues to improve both year-on-year and quarter-on-quarter with an adjusted EBITDA growth of 60% year-on-year, reaching all-time high of $11 million in the second quarter of this year. The adjusted EBITDA margin increased from 19% to 27% compared to the second quarter last year.

Our free cash flow generation follows the billing seasonality and with the majority of the free cash flow in the second half of the year. And free cash flow was $10.7 million for the second quarter and $18.5 million for the first half year, which is more than a doubling from the second quarter and first half last year.

So our proven scalable business model, combined with our ability to drive profitable growth in acquired companies as part of the group is demonstrated by continued margin expansion for adjusted EBITDA over the last five quarters.

Now on to the year-on-year development for the second quarter, the 4x growth in billing over the past three years for the second quarter to approximate $40 million is driven by organic paid subscription growth and the acquisition of Clever, clearly included here in this chart from the second quarter last year. The billing translates into approximately 8x revenue development over the past three years, going from $5 million in the second quarter in 2020 to more than $41 million in the second quarter this year.

Conversion of free to paid users and account expansion are driving growth in the number of paid subscriptions across all customer categories, and by the end of the second quarter, reached approximately 1.37 million paid subscriptions across the group.

From a geo perspective, the U.S. and Canada continue to develop as the major revenue region for Kahoot! and as of the past three years, increased its share of the full year billing from 46% to 65%, of course, impacted by Clever with its U.S. operations.

Now on to EBITDA and cash flow development, following continued year-on-year improvement adjusted EBITDA was up 60% year-on-year in the second quarter, with an adjusted EBITDA margin increasing to 27% in the second quarter versus the 19% in the second quarter last year.

Cash flow from operations almost translates into free cash flow due to the business model with minimal CapEx required to support scale of the operations, and Kahoot! turned cash flow positive in Q4 2019 and has remained cash flow positive since.

In the second quarter this year, revenue grew $5.2 million year-on-year, while the operational cost base only had a modest $1.1 million year-on-year growth, visualizing the scalability of our business.

In addition to the regular operating expenses, there are calculated share-based compensation expenses deriving from the group's equity program. And I want to reiterate that these calculated expenses, they do not have a cash effect for the Company. They are merely calculated expenses included under IFRS and regardless if the granted instruments are in the money and have a dilutive shareholder effect or not.

Calculated share-based expenses increased notably in the second half last year due to the rollout of the new equity program. And these calculated expenses will continue to decline in the second half of the year based on the vesting schedule of the current outstanding instruments. And calculated payroll tax provisions for share-based expenses will continue to fluctuate with the share price development.

Now on to the cash position development. In the second quarter, we doubled our cash flow from operations compared to the second quarter last year. Net cash outflow from investments in the second quarter was $2.2 million, and that was due to $2.1 million deferred payment for the Clever acquisition, in line with agreed payment schedule. Outstanding deferred consideration for the Clever acquisition by the end of the second quarter amount approximately $15 million and is payable on a quarterly basis over the next few years.

For the last 12-month period, adjusted cash flow from operations was $52.6 million, and that's up more than 70% year-on-year compared to the prior 12-month period. For the last 12 months, you'll see that net cash outflow from investments was approximately $31 million, and that was driven by payment for deferred and contingent considerations for prior year acquisitions.

Considering capital allocation, the group doesn't need additional capital to grow organically. Furthermore, our current cash position, or future cash generation, provides us the opportunities, both organic and nonorganic alternatives, including M&A and partnerships.

Now let's talk about our outlook going forward. We reiterate our full year outlook with full year continued double-digit year-on-year growth in billings delivering recognized revenue exceeding $170 million, with modest annual growth in operational cost base and adjusted EBITDA exceeding 40% year-on-year growth with solid free cash flow.

For the third quarter of 2023, this continued year-on-year growth in billings, delivering recognized revenue of approximately $43 million, with modest quarterly increase in operational cost base resulting in year-on-year improvement in adjusted EBITDA and free cash flow.

And for the long-term ambition, we are reiterating the long-term growth potential and scalability ambition, targeting 40% cash conversion in 2025 as a percentage of billings.

And by that, I'll hand over back to our CEO, Eilert.

[Eilert Hanoa, Chief Executive Officer]

Thank you, Ken, and let me close our presentations of the Q2 financial numbers with our priorities going forward.

To leverage the momentum from the first half of the year as we head into peak season in the second half, our key focus remains. Our long-lasting commitment to product-led growth will continue. The combination of innovation and gradual improvement of our solutions is in the number of the most sustainable strategy to attract and convert users in the future.

As a further integration and powering up our acquired offerings is another contribution to boosting the user experience and you will see several improvements on that area in the coming quarters.

For Clever, the focus is to improve profitability with continued growth. And for the full year, we expect double-digit invoiced revenue growth, as mentioned.

As more educators, brands and other content creators are joining the Kahoot! Marketplace to monetize the resources, we'll continue to improve the experience for all user segments. And of course, we continue to pursue our stringent and successful long-term cost management strategy.

So by extracting even more value from our scalable platform and lean operating model, we'll yield steadily stronger cash conversion and generate continued double-digit profitable growth year-over-year.

And with that, I'm very happy to hand over to our Chairman of the Board, Andreas, to close this call with further information concerning the offer that was recently announced before we go over to Q&A.

Andreas?

[Andreas Hansson, Chairman of Board]

Thank you, Eilert, and good afternoon, good morning, everyone. So as initially mentioned on this quarterly webcast, we believe it's natural to present buffer to acquire all shares in Kahoot! ASA that was announced earlier this summer. We've summarized it here, but I would also encourage everyone to read through the more detailed version in our Q3 report.

So on July 14, Kahoot! announced an agreement for a recommended voluntary all-cash offer from Goldman Sachs Asset Management, along with co-investors, General Atlantic, KIRKBI Invest, Glitrafjord and certain other investors and management shareholders to acquire all issued and outstanding shares in Kahoot!'s.

The offer came as a conclusion of a process that was initiated by Goldman Sachs. And it is a best and final offer of NOK35 per share, which represents an aggregate equity purchase price of NOK17.2 billion.

This offer price represents the highest trading level that we see in the last 18 months in the public markets and a premium of 33.3% to the three-month VWAP and 62.1% to the six months VWAP as of the 13th of July. Furthermore, the implied valuation represents multiples of approximately 10x revenue and 4x adjusted EBITDA over the last 12 months.

Now after carefully assessing this offer, Kahoot!'s Board decided to unanimously recommend it. And the Board believes that the share price is fair to the shareholders based on a robust valuation framework and an assessment of a number of matters, which we concluded to be material in evaluating this offer.

Those matters include, but are not limited to, information assumptions on the business operations and financial scenarios related to Kahoot!'s expected future development and the second, the risks and opportunities related to execution of our current strategy as well as volatility in external markets.

The aforementioned valuation multiples of shares compared to the industry multiples prior to the announcements; the premium being offered to the shares on a three- and six-month volume weighted average price; the premium of our analyst target consensus; the historical trading price of the shares over the last 18 months.

The transaction certainty with this being an all-cash offer with funding secured and that the conditions of this offer are reasonable and customary; the fairness opinions issued by Morgan Stanley and ABG and the valuation and analysis made and commissioned by the Board as well as discussions with external financial advisers.

So in summary, the Board believes that the offer is competitive and fair to the shareholders, and we recommend to accept the offer.

It's also important to emphasize certain other aspects at this time. So the Company and our advisers have not registered other interested parties that have expressed an intent to provide a competing offer. And the offer from the consortium is best and final, meaning that the offer is not legally able to adjust the offer price.

As an important prerequisite for an offer to all shareholders being launched, therefore required commitment from management through our significant investments. And following this, management and founders, they irrevocably agreed to reinvest the 42 million shares as part of the consortium and sell 16.5 million shares in conjunction with the transaction.

Moreover, earlier this week, the Board of Directors received an independent statement from PwC in relation to the voluntary offer and PwC's opinion is that the offer as of this date, from a financial perspective, is fair to the owners of shares in Kahoot! In this statement, you can also find on our investor pages.

The offer document has been distributed to all shareholders, contains all the relevant information, and the offer period will expire on the 25th of August.

In summary, the Board released the terms of the offer from Kangaroo and the best interest of Kahoot! and our shareholders and that the offer will benefit our employees, our customers and our partners.

The Board recommends offers as it represents a fair valuation of the Company as well as significant opportunities for accelerating our journey to become the leading learning platform in the world.

And with that, I want to thank everyone for your attention and hand it back to Courtney to moderate the Q&A.

[Courtney Lineback, International Sales Account Manager]

Thank you, Eilert and Ken, and thank you, Andreas. We are now ready to move to Q&A for the final section of the presentation. We have received many questions in the chat, and we will start with the following.

So the first question is for Andreas, Chairman of the Board. How did the offer from the consortium come about?

[Andreas Hansson, Chairman of Board]

So, as outlined in more detail in the offer documents, the initiative of this process came from Goldman Sachs. And following the initiative from Goldman Sachs, the Board entered into preliminary nonbinding discussions with Goldman Sachs on the 7th of March, following their indicative proposal. And the offer at that point -- an offer to the Board, and after assessing this offer, the Board rejected it and concluded that it didn't represent a fair value.

Following this feedback, the Board got an increased offer price and the of course, sent a revised offer of NOK34 to NOK35 per share on the 11th of June. And at that point, was granted a period of exclusivity and permission to conduct a limited confirmatory due diligence. And after completion of this due diligence, the offer center revised best and final offer of NOK35 per share on the 11th of July to the Board.

[Courtney Lineback, International Sales Account Manager]

Thank you, Andreas. The following question is also for you, Andreas. Why has the Board decided to recommend the offer despite the offer price being only slightly higher than the last closing price before the announcement?

[Andreas Hansson, Chairman of Board]

Yes. So, the Board believes that the share offer price is fair to the shareholders based on a robust valuation framework, an assessment of a range of matters and factors, which the Board concluded to be material.

And as I mentioned previously, the offer price represents a 33.3% premium to three months VWAP and 62.1% premium to six-month VWAP, also implying valuation multiples of approximately 10x revenue and 40x adjusted EBITDA in the last 12 months, also considerable premium over the analyst target price consensus.

So all in all, the Board believes that the terms of the offer in the best interest of Kahoot! as well as our shareholders, but that it will also ultimately benefit our employees, customers and partners. So, we believe that the offer is a fair valuation and that it gives us significant opportunities for accelerating our journey.

[Courtney Lineback, International Sales Account Manager]

Thank you, Andreas. We will continue with the questions for Andreas. And the next question is, why is management part of the consortium?

[Andreas Hansson, Chairman of Board]

Yes. So, I think it's important to remember here that the process was initiated and led by Goldman Sachs, then later for the consortium with the co-investors. And as any offer would when they go in and support a company like this, they clearly want to see commitment and a willingness to participate in that from management as well going forward.

So as a prerequisite for their offer being launched, they had required a significant commitment in form of reinvestment from management as well as continued employment. And as a result of that, management and the founders have irrevocably agreed to reinvest 42 million shares as part of the consortium as well as sales 16.5 million shares in conjunction with the transaction.

So like any offer, I think if management had not been willing to commit to this reinvestment, I don't think it would have been possible to present this offer to the shareholders.

[Courtney Lineback, International Sales Account Manager]

Thank you, Andreas. We have another question for you. Do you expect to receive any competing offers?

[Andreas Hansson, Chairman of Board]

Yes. So Kahoot! has always been a very special and attractive company for the global investor community and we handle of inbound interest from a large number of parties that consider investing in the Company. And we're also a public company with a considerable shareholder base.

So clearly, we're a very well-known name with a lot of both small and large potential investors. And the investor interest was further amplified when there was a large block of shares from SoftBank that became available. So, there certainly have been a lot of interest; however, it is important to emphasize that general interest around the Company doesn't equal an offer to purchase the entire equity.

And I want to underscore that there is only one offer on the table, and this is the one offer that the Board has assessed and found attractive to present to the shareholders, and that's the offer that's now presented to all shareholders as initiated by Goldman Sachs.

[Courtney Lineback, International Sales Account Manager]

Thank you, Andreas. Eilert, we will now switch over to a question for you. And this one comes from Emilie Engen from DNB. In your CMD presentation, you mentioned a positive trend shift in activity on the platform. However, looking at the engagement numbers across segments, number of active users are down year-over-year.

What has changed since the Investor Day?

[Eilert Hanoa, Chief Executive Officer]

So the trend from the -- continues. As we also said that the usage in the second half among professional users is continuing to develop positively versus what we had a year ago. And of course, that doesn't change the full LTM for the period, the last 12 months compared with the last 12 months before that.

So it takes some time before that is visible in the LTM numbers, but you might see that the decline in usage is less. So I think the underlying factor is easy to recognize. But the net change positively, of course, consider -- or needs to be several more quarters with positive development before that can be LTM positive.

[Courtney Lineback, International Sales Account Manager]

Thank you, Eilert. This one comes from Markus Heiberg from SCB and for Andreas. According to the offer document, the bidder is indeed able to amend the offer. What is the meaning of best and final offer price in relation to this?

[Andreas Hansson, Chairman of Board]

Yes. It's a good question, and I think it's also a source of maybe some misunderstanding. So in essence, it means that the offer price not be adjusted, so the NOK35, but there is an opportunity for the offer here to change certain closing conditions effectively that do not relate to the price. But the NOK35 is best and final, which means that this is the offer and the NOK35 is what it is and cannot be changed.

[Courtney Lineback, International Sales Account Manager]

Thank you. The following question is for Eilert. Does Kahoot! management believes it will have better opportunities to develop as a private company as compared to being a public company?

[Eilert Hanoa, Chief Executive Officer]

So, we believe that there are several positive elements in being a privately held company in the current market environment, one of them being the ability to maybe take part of the consolidation in the tech industry in general and also maybe do investments, both bigger investments and maybe investments with a different return on investment profile from a timeline perspective and what would be recognize as suitable from the public market.

I think we have seen that with our acquisition of Clever. As Ken outlined, we now have a solid margin on our quarterly numbers, higher than what we had before we acquired Clever. But at the same time, we have had several, of course, quarters with a lower margin during the implementation of Clever into the group. So those kind of processes is probably easier to do as a private-led company without a full review of the margin development every quarter, as one example.

And then there are other process, of course. We have had a very successful journey on the stock market from the initial listing of Kahoot! So, we definitely see the value of being listed, but all in all, for the next cycle, we think that management can do an even better job as a privately held company.

[Courtney Lineback, International Sales Account Manager]

Thank you, Eilert. The following is also for you, Eilert again from Emilie Engen from DNB. On the announced deal, our impression is that part of the rationale for doing the deal is to invest in growth while at the same time you were saying that you can fund growth through cash flow from operations. If you can help us understand that, that would be much appreciated?

[Eilert Hanoa, Chief Executive Officer]

Yes. And it goes to the same logic that some of the investments you might do upfront to invest in growth on the longer term might not be P&L positive in the short term, but maybe being able to do those kind of investments upfront is easier when you're not scrutinized by the market every quarter. So that's both on the operational side. It's a joint venture opportunities and it's, of course, acquisitions. So it goes to the both organic and inorganic aspect of driving growth in the group.

[Courtney Lineback, International Sales Account Manager]

Thank you, Eilert. Again, back to Andreas, another question for you. What will happen if you don't receive 90% acceptance?

[Andreas Hansson, Chairman of Board]

So ultimately, it's a question for the BidCo and for Goldman Sachs, but I would imagine, and as is quite customary that they had the opportunity to extend up to 10 weeks. And I would imagine that, that's what they would do for some period of time. But ultimately, I can't answer on their behalf.

[Courtney Lineback, International Sales Account Manager]

Thank you, Andreas. Back to you, Eilert. Your subscriber growth continued to slow down in Q2. Could you elaborate on the reasons behind the continued slowdown? And how do you see growth accelerating again?

[Eilert Hanoa, Chief Executive Officer]

Yes. I mean it's -- of course, there's always a mix between expensive or less expensive licenses. We had a -- all in all, a positive net growth both in top line number of licenses and that, of course, will fluctuate on a quarterly level, both high season, low season. And what different launches we do. This year, we've been focusing a lot around back-to-school.

So, we expect that the second half will be stronger across the business. But that said, with today's market conditions, we think net growth on top line, net growth in number of licenses and net improvement in profitability is a decent performance on the first half of the year.

That said, of course, we're never satisfied with not being able to, in a sense, maximize every aspect of the business. So, we're not 100% content with the result, but it's a solid result in a turbulent markets.

[Courtney Lineback, International Sales Account Manager]

Thank you, Eilert. The following question is for Ken. Operational expenses declined slightly in Q2 versus Q1. Any particular reason behind this? And how should we think about cost base development for the rest of the year?

[Ken Østreng, Chief Financial Officer]

Yes. So in line with our previous communication, we are looking to have a very disciplined cost spend in Kahoot! and a very prudent view on cost. So focus on operational excellence across this business to have a very modest development of our cost base is what we've been doing for some quarters now. And we expect to continue that during the remaining quarters of this year.

[Courtney Lineback, International Sales Account Manager]

Thank you, Ken. Next question is for Eilert. Clever billings growth was flat in Q1 and now also in Q2. What are your expectations for Clever in the second half?

[Eilert Hanoa, Chief Executive Officer]

As for Clever's, high season is definitely the back-to-school and the fall. So, we expect Clever to grow in the second half and deliver double-digit growth in billing in the year as we have previously communicated. And that's also how the market and most importantly, maybe the usage and the number of partners and the number of schools and teachers and students on the platform indicates as well.

But as always, it's, of course, a market that needs to be given the great value of the products and a great opportunity to continue to invest from a user perspective, which is not unique to Clever. It goes across all our products and services on the indicated group.

[Courtney Lineback, International Sales Account Manager]

Thank you. We have time for one final question, and this one goes to Eilert. In your recent Investor Day, you outlined your longer-term growth and scalability ambition, targeting approximately 40% cash conversion in 2025. How do you see the current macro environment affecting your ability to reach your target?

[Eilert Hanoa, Chief Executive Officer]

So, I think our plans as outlined on the Investor Day is, of course, taking into consideration the uncertainty and terms we've seen in the market for the last 12 months and maybe 18 months even.

That said, of course, it needs to be delivered. And it's -- for any company, whether it's Kahoot! in our category or in line of industry or line of business or any other tech company out there, it's more challenging than ever before to secure long-term growth, both when it comes to what kind of development of functionality, what kind of commercial models, what kind of appetite will customers have in the future? So, the visibility is maybe lower on exactly what to do long term.

But on the other hand, with the volume and with the position we have, we believe that we have the ability to maneuver and adjust our plans and continue to deliver great innovation around the learning platform that can secure the run rate of 20% top line growth and 40% cash conversion to 25%.

But it needs to be all in leading forward a very, let's say, committed way of continue to develop the Company in order to reach those numbers.

The good news is that if you look at our performance this year, excluding the contribution from Clever, we are very close to 40% cash conversion already on the rest of the group. So all in all, we have a strong belief that 40% cash conversion across the group is achievable in '25.

[Courtney Lineback, International Sales Account Manager]

Great. Thank you so much, Eilert. And thank you all so much for just today, and thank you for your questions. Please reach out if we did not get to your questions today, and we look forward to seeing you again soon.

[Eilert Hanoa, Chief Executive Officer]

Thank you very much, everyone.