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D2L Inc. Announces Second Quarter Fiscal 2025 Financial Results

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Total revenue increased 11% year-over-year to US$49.2 millionSubscription and support revenue grew 12% year-over-year to US$44.0 millionAnnual Recurring Revenue1 reached US$198.3 million, up 11% over the prior year, and Constant Currency Annual Recurring Revenue1 grew 12%Adjusted EBITDA2 of US$4.2 million (8.6% margin) in the quarterCompany increases revenue guidance to $199 million to $202 million and Adjusted EBITDA guidance to $22 million to $24 million

TORONTO, Sept. 4, 2024 /CNW/ – D2L Inc. (TSX: DTOL) (“D2L” or the “Company”), a leading global learning technology company, today announced financial results for its Fiscal 2025 second quarter ended July 31, 2024. All amounts are in U.S. dollars and all figures are prepared in accordance with International Financial Reporting Standards (“IFRS”) unless otherwise indicated.

“Our second-quarter results demonstrate continued execution on our balanced growth and profitability plan, highlighted by strong growth in Annual Recurring Revenue, subscription revenue, and Free Cash Flow generation,” said John Baker, CEO of D2L. “Our year-to-date performance positions us for continued growth and meaningful Adjusted EBITDA margin expansion in the second half of the year. At the same time, we are reinforcing our commitment to innovation that empowers our customers to create greater impact, achieve better outcomes, and deepen the human connection to learning. In recent months, we have significantly expanded our products and solutions, both through internal development and acquisition, which gives us more opportunity to create even deeper relationships with our growing customer base.” 

Second Quarter Fiscal 2025 Financial Highlights

Total revenue was $49.2 million, up 11% from the same period in the prior year.Subscription and support revenue was $44.0 million, an increase of 12% over the same period of the prior year.Annual Recurring Revenue1 as at July 31, 2024 increased by 11% year-over-year, from $178.5 million to $198.3 million. Constant Currency Annual Recurring Revenue1 increased 12% to $200.6 million.Cash flow from operating activities was $31.4 million, up 37% versus $22.9 million in the same period in the prior year, and Free Cash Flow2 was $31.2 million, up 53% from $20.4 million in the same period in the prior year. Cash flows from operations have a seasonal low in the first quarter each year and a seasonal high in the second quarter each year.Cash flow from operating activities for the trailing 12-month period ended July 31, 2024 was $26.4 million, compared with $8.7 million for the trailing 12-month period ended July 31, 2023.Gross profit increased 12% to $33.4 million (67.9% gross profit margin) from $29.7 million (66.7% gross profit margin) in the same period of the prior year.Gross profit margin for subscription and support revenue increased to 72.9%, from 72.5% in the same period of the prior year.Adjusted EBITDA2 increased to $4.2 million from a loss of $0.5 million for the same period in the prior year, and grew to $8.2 million year to date from $2.3 million in the comparative six-month period in the prior year.Loss for the period was $0.3 million, compared with a loss of $4.8 million for the comparative period of the prior year. The Q2 2025 results included approximately $1.2 million in non-recurring expenses and transaction-related costs. These expenses are net of a gain of $0.9 million on the disposal of the Company’s majority ownership stake in SkillsWave.During the quarter, the Company completed the acquisition of H5P Group for an initial total consideration of $31.3 million.Strong balance sheet at quarter end, with cash and cash equivalents of $98.1 million and no debt.During the quarter ended July 31, 2024, the Company repurchased and canceled 106,900 Subordinate Voting Shares under its normal course issuer bid (“NCIB”). The Company has repurchased 279,480 shares since the inception of the NCIB on December 3, 2024.

1 Refer to “Key Performance Indicators” section of this press release.

2 A non-IFRS financial measure or non-IFRS ratio.  Refer to “Non IFRS Financial Measures” section of this press release.

Second Quarter Fiscal 2025 Financial Results – Selected Financial Measures
(in thousands of U.S. dollars, except for percentages)

Three months ended July 31

Six months ended July 31

2024

2023

Change

Change

2024

2023

Change

Change

$

$

$

%

$

$

$

%

Subscription & Support Revenue

44,017

39,405

4,612

11.7 %

86,971

78,595

8,376

10.7 %

Professional Services & Other Revenue

5,151

5,065

86

1.7 %

10,692

10,103

589

5.8 %

Total Revenue

49,168

44,470

4,698

10.6 %

97,663

88,698

8,965

10.1 %

Constant Currency Revenue1

49,568

44,470

5,098

11.5 %

98,019

88,698

9,321

10.5 %

Gross Profit

33,373

29,681

3,692

12.4 %

66,050

59,561

6,489

10.9 %

Adjusted Gross Profit 1

33,522

29,853

3,669

12.3 %

66,345

59,844

6,501

10.9 %

Adjusted Gross Margin1

68.2 %

67.1 %

67.9 %

67.5 %

Loss for the period

(262)

(4,828)

4,566

94.6 %

310

(3,718)

4,028

108.3 %

Adjusted EBITDA (Loss)1

4,213

(534)

4,747

889.0 %

8,232

2,277

5,955

261.5 %

Cash Flows From Operating Activities

31,443

22,888

8,555

37.4 %

16,617

5,853

10,764

183.9 %

Free Cash Flow1

31,223

20,449

10,774

52.7 %

16,271

1,765

14,506

821.9 %

1 A non-IFRS financial measure or non-IFRS ratio.  Refer to the “Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures” section of this press release for more details.

Second Quarter Business & Operating Highlights

D2L continued to grow its customer base in education in North America, including the additions of Stark State College and University of Texas at Rio Grande Valley.D2L continued to expand its international customer base, including Hanze University of Applied Sciences and SteelCorp Construction S.A.Signed new corporate customers, including Ontario Nurses’ Association and a large healthcare non-profit with 50,000 learners.Acquired H5P Group, a leading SaaS learning solution and provider of interactive content creation software with a global user base serving millions of individuals spanning more than 50 countries.Hosted its annual, sold-out user-conference, Fusion 2024, where global edtech leaders had access to inspiring keynotes, engaging discussions on the future of learning, and demonstrations of learning innovation.Launched D2L Lumi, a new artificial intelligence (AI)-powered feature in Brightspace to help build better content, assessments, and activities, saving educators valuable time.Launched D2L Achievement+ for Brightspace, a new add-on package that can help institutions and organizations implement a competency-based learning model, allowing learners to advance and master material at a pace that suits them best.Completed the previously announced transaction to spin-out SkillsWave into a new independent standalone company.Subsequent to quarter end, appointed Marta DeBellis to the Company’s Board of Directors. DeBellis is an executive leader and leadership coach bringing over 30-years of global go-to-market experience focused on technology, for brands such as Adobe, Intel, and Instructure.

Financial Outlook

D2L updated its previously issued financial guidance for the year ended January 31, 2025 (“Fiscal 2025”) as follows:

Subscription and support revenue in the range of $178 million to $181 million, implying growth of 11% at the midpoint over Fiscal 2024, an increase from previously issued guidance of $177 million to $180 million (growth of 10% at the midpoint);Total revenue in the range of $199 million to $202 million, implying growth of 10% at the midpoint over Fiscal 2024, an increase from previously issued guidance of $197 million to $201 million (growth of 9% at the midpoint); andAdjusted EBITDA in the range of $22 million to $24 million, an increase from previously issued guidance of $21 million to $23 million (implying Adjusted EBITDA margin of 11% at the midpoint, consistent with previous guidance).

The Company expects revenue and Adjusted EBITDA to increase as Fiscal 2025 progresses, enabling the Company to exit the year with low-to-mid-teen Adjusted EBITDA Margin.

These guidance revisions reflect the Company’s continued progress in balancing revenue growth with operating efficiency improvements, as well as the partial year contributions in the Company’s third and fourth quarter from the acquisition of H5P on July 9, 2024, inclusive of business combination accounting.

For additional details on the Company’s outlook, including the principal underlying assumptions and risk factors regarding achievement, refer to the “Financial Outlook” section of the Company’s Management’s Discussion and Analysis for the three and 12 months ended January 31, 2024 (the “Annual MD&A”), as well as the “Forward-Looking Information” section therein, below and in the Company’s Management’s Discussion and Analysis for the three months ended July 31, 2024 (the “Interim MD&A”).

Conference Call & Webcast

D2L management will host a conference call on Thursday, September 5, 2024 at 8:30 am ET to discuss its second quarter Fiscal 2025 financial results.

Date:

Thursday, September 5, 2024

Time:

8:30 am (ET)

Dial in number:

Canada/US: 1 (833) 470-1428

International: 1 (404) 975-4839

Access code: 540799

Webcast:

A live webcast will be available at ir.d2l.com/events-and-presentations/events/

The webcast will also be archived

Forward-Looking Information

This press release includes statements containing “forward-looking information” within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “outlook”, “target”, “forecasts”, “projection”, “potential”, “prospects”, “strategy”, “intends”, “anticipates”, “seek”, “believes”, “opportunity”, “guidance”, “aim”, “goal” or variations of such words and phrases or statements that certain future conditions, actions, events or results “may”, “could”, “would”, “should”, “might”, “will”, “can”, or negative versions thereof, “be taken”, “occur”, “continue” or “be achieved”, and other similar expressions. Statements containing forward-looking information are not historical facts, but instead represent management’s expectations, estimates and projections regarding future events or circumstances.  

This forward-looking information relates to the Company’s future financial outlook and anticipated events or results and includes, but is not limited to, statements under the heading “Financial Outlook” and information regarding: the Company’s financial position, financial results, business strategy, performance, achievements, prospects, objectives, opportunities, business plans and growth strategies, including the Company’s balanced growth and profitability plan; the Company’s budgets, operations and taxes; and judgments and estimates impacting on financial statements. 

Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company’s ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company’s ability to generate revenue and expand its business while controlling costs and expenses; the Company’s ability to manage growth effectively; the Company’s ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions, including the acquisition of H5P; business and industry trends, including the success of current and future product development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company’s ability to maintain positive relationships with its customer base and strategic partners; the Company’s ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs; the ability to patent new technologies and protect intellectual property rights; the Company’s ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; and the Company’s ability to retain key personnel; the factors and assumptions discussed under the “Financial Outlook” of the Annual MD&A; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company.

Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified herein, or at “Summary of Factors Affecting Our Performance” of the Company’s Interim MD&A or in the “Risk Factors” section of the Company’s most recently filed annual information form, in each case filed under the Company’s profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information.

Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. 

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns—helping learners of all ages achieve more than they dreamed possible. Working closely with customers all over the world, D2L is supporting millions of people learning online and in person. Our global workforce is dedicated to making the best learning products to leave the world better than they found it. Learn more at www.D2L.com

D2L Inc.
Condensed Consolidated Interim Statements of Financial Position
(In U.S. dollars)

As at July 31, 2024 and January 31, 2024
(Unaudited)

July 31, 2024

January 31, 2024

Assets

Current assets:

Cash and cash equivalents

$    98,059,870

$   116,943,499

Trade and other receivables

28,519,428

23,025,690

Uninvoiced revenue

3,542,139

3,971,861

Prepaid expenses

7,643,525

10,517,226

Deferred commissions

5,365,809

5,334,864

143,130,771

159,793,140

Non-current assets:

Other receivables

476,385

537,056

Prepaid expenses

290,583

119,872

Deferred income taxes

544,501

529,674

Right-of-use assets

8,642,646

8,774,960

Property and equipment

7,729,392

8,427,734

Deferred commissions

7,785,682

7,730,724

Investment in associate

341,334

Loan receivable from associate

5,031,127

Intangible assets

18,416,205

770,707

Goodwill

26,051,803

10,440,091

Total assets

$    218,440,429

$    197,123,958

Liabilities and Shareholders’ Equity

Current liabilities:

Accounts payable and accrued liabilities

$     27,839,548

$    32,635,926

Deferred revenue

113,252,795

93,727,368

Lease liabilities

1,366,283

1,002,464

Contingent consideration

311,549

271,479

142,770,175

127,637,237

Non-current liabilities:

Deferred income taxes

4,334,057

587,075

Lease liabilities

11,096,375

11,707,534

Contingent consideration

4,529,000

311,839

19,959,432

12,606,448

162,729,607

140,243,685

Shareholders’ equity:

Share capital

367,404,918

364,830,884

Additional paid-in capital

46,517,830

47,485,107

Accumulated other comprehensive loss

(7,471,175)

(4,998,317)

Deficit

(350,740,751)

(350,437,401)

55,710,822

56,880,273

Total liabilities and shareholders’ equity

$    218,440,429

$   197,123,958

D2L INC.
Condensed Consolidated Interim Statements of Comprehensive Loss
(In U.S. dollars)

For the three and six months ended July 31, 2024 and 2023
(Unaudited)

Three months ended July 31

Six months ended July 31

2024

2023

2024

2023

Revenue:

Subscription and support

$ 44,017,554

$ 39,405,679

$ 86,971,029

$ 78,595,340

Professional service and other

5,150,798

5,064,462

10,692,215

10,102,740

49,168,352

44,470,141

97,663,244

88,698,080

Cost of revenue:

Subscription and support

11,928,116

10,852,459

23,874,726

22,093,199

Professional services and other

3,867,294

3,936,514

7,738,162

7,043,818

15,795,410

14,788,973

31,612,888

29,137,017

Gross profit

33,372,942

29,681,168

66,050,356

59,561,063

Expenses:

Sales and marketing

14,591,271

14,961,079

27,496,210

27,401,746

Research and development

11,863,787

12,519,168

24,154,558

23,664,521

General and administrative

8,480,828

7,312,207

16,580,259

13,501,710

34,935,886

34,792,454

68,231,027

64,567,977

Loss from operations

(1,562,944)

(5,111,286)

(2,180,671)

(5,006,914)

Interest and other income (expense):

Interest expense

(153,886)

(142,866)

(314,546)

(298,874)

Interest income

944,693

840,405

2,028,738

1,716,512

Other income (expense)

(59,433)

(211)

43

15,252

Gain on SkillsWave disposal transaction

917,395

917,395

Foreign exchange gain (loss)

(147,067)

(364,693)

83,714

65,479

1,501,702

332,635

2,715,344

1,498,369

(Loss) income before income taxes

(61,242)

(4,778,651)

534,673

(3,508,545)

Income taxes (recovery):

Current

305,923

316,769

356,668

391,411

Deferred

(104,581)

(267,464)

(131,677)

(182,451)

201,342

49,305

224,991

208,960

(Loss) income for the period

(262,584)

(4,827,956)

309,682

(3,717,505)

Other comprehensive gain (loss):

Foreign currency translation gain (loss)

(1,677,168)

746,510

(2,472,858)

535,299

Comprehensive loss

$ (1,939,752)

$ (4,081,446)

$ (2,163,176)

$ (3,182,206)

(Loss) earnings per share – basic

$  (0.00)

$  (0.09)

$  0.01

$  (0.07)

(Loss) earnings share – diluted

$  (0.00)

$  (0.09)

$  0.01

$  (0.07)

Weighted average number of common shares – basic

54,374,056

53,430,984

54,195,897

53,328,052

Weighted average number of common shares – diluted

54,374,056

53,430,984

55,770,096

53,328,052

D2L INC.
Condensed Consolidated Interim Statements of Changes in Shareholders’ Equity
(In U.S. dollars)

For the six months ended July 31, 2024 and 2023
(Unaudited)

Share Capital

Additional paid-in
capital

Accumulated other
comprehensive loss

Deficit

Total

Shares

Amount

Balance, January 31, 2024

53,978,085

$  364,830,884

$  47,485,107

$  (4,998,317)

$  (350,437,401)

$  56,880,273

Issuance of Subordinate Voting Shares on exercise of options

351,007

3,043,827

(1,593,216)

1,450,611

Issuance of Subordinate Voting Shares on settlement of restricted share units

355,840

1,287,144

(4,290,550)

(3,003,406)

Stock-based compensation

4,916,489

4,916,489

Repurchase of share capital for cancellation under NCIB

(238,280)

(1,756,937)

(1,756,937)

Change in share repurchase commitment under ASPP

(613,032)

(613,032)

Other comprehensive loss

(2,472,858)

(2,472,858)

Income for the period

309,682

309,682

Balance, July 31, 2024

54,446,652

$  367,404,918

$  46,517,830

$  (7,471,175)

$  (350,740,751)

$  55,710,822

Balance, January 31, 2023

53,146,530

357,639,824

46,084,161

(5,001,805)

(344,630,902)

54,091,278

Issuance of Subordinate Voting Shares on exercise of options

301,494

2,702,550

(1,146,774)

1,555,776

Issuance of Subordinate Voting Shares on settlement of restricted share units

209,695

961,800

(2,405,427)

(1,443,627)

Stock-based compensation

5,169,006

5,169,006

Other comprehensive gain

535,299

535,299

Loss for the period

(3,717,505)

(3,717,505)

Balance, July 31, 2023

53,657,719

$   361,304,174

$   47,700,966

$   (4,466,506)

$  (348,348,407)

$   56,190,227

D2L INC.
Condensed Consolidated Interim Statements of Cash Flows
(In U.S. dollars)

For the six months ended July 31, 2024 and 2023
(Unaudited)

2024

2023

Operating activities:

(Loss) income for the period

$309,682

$(3,717,505)

Items not involving cash:

Depreciation of property and equipment

861,831

721,635

Depreciation of right-of-use assets

612,221

643,910

Amortization of intangible assets

179,233

32,572

Gain on disposal of property and equipment

(47,194)

(15,670)

Stock-based compensation

4,916,489

5,169,006

Net interest income

(1,714,192)

(1,417,638)

Income tax expense

224,991

208,960

Gain on SkillsWave disposal transaction

(917,395)

Loss from equity accounted investee

96,764

Changes in operating assets and liabilities:

Trade and other receivables

(4,478,486)

(7,434,422)

Uninvoiced revenue

325,811

(615,095)

Prepaid expenses

2,528,054

1,573,388

Deferred commissions

(271,090)

(1,331,109)

Accounts payable and accrued liabilities

(6,439,504)

(4,182,827)

Deferred revenue

19,061,544

14,936,043

Right-of-use assets and lease liabilities

(49,476)

Interest received

1,984,358

1,717,429

Interest paid

(17,757)

Income taxes paid

(548,991)

(435,663)

Cash flows from operating activities

16,616,893

5,853,014

Financing activities:

Payment of lease liabilities

(853,965)

(262,024)

Proceeds from exercise of stock options

1,450,611

1,555,776

Taxes paid on settlement of restricted share units

(3,003,406)

(1,443,627)

Repurchase of share capital for cancellation under NCIB

(1,756,937)

Cash flows used in financing activities

(4,163,697)

(149,875)

Investing activities:

Purchase of property and equipment

(393,023)

(4,103,826)

Proceeds from disposal of property and equipment

47,194

15,670

Acquisition of business, net of cash acquired

(22,308,927)

(2,766,284)

Payment of contingent consideration

(249,436)

Transfer of cash on disposal of SkillsWave

(1,483,357)

Proceeds from sale of majority ownership stake in SkillsWave

809,038

Issuance of loan to SkillsWave

(5,000,000)

Cash flows used in investing activities

(28,578,511)

(6,854,440)

Effect of exchange rate changes on cash and cash equivalents

(2,758,314)

690,427

Decrease in cash and cash equivalents

(18,883,629)

(460,874)

Cash and cash equivalents, beginning of period

116,943,499

110,732,236

Cash and cash equivalents, end of period

98,059,870

110,271,362

Non-IFRS Financial Measures and Reconciliation of Non-IFRS Financial Measures

The information presented within this press release refers to certain non-IFRS financial measures (including non-IFRS ratios) including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Gross Profit, Adjusted Gross Margin, Free Cash Flow, Free Cash Flow Margin, and Constant Currency Revenue. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. Non-IFRS financial measures should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS and are unlikely to be comparable to similar measures presented by other issuers. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations, financial performance and liquidity from management’s perspective and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of the Company. The Company’s management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts, and to assess our ability to meet our capital expenditures and working capital requirements.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA is defined as net income (loss), excluding interest, taxes, depreciation and amortization (or EBITDA), adjusted for stock-based compensation, foreign exchange gains and losses, non-recurring expenses, transaction-related expenses, fair value adjustment of acquired deferred revenue, income (loss) from equity accounted investee, impairment charges and other income and losses. Adjusted EBITDA Margin is calculated as Adjusted EBITDA expressed as a percentage of total revenue. For an explanation of recent changes to and management’s use of Adjusted EBITDA and Adjusted EBITDA Margin see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted EBITDA and Adjusted EBITDA Margin” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles Adjusted EBITDA to income (loss) for the period, and discloses Adjusted EBITDA Margin, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)

Three months ended July 31

Six months ended July 31

2024

2023

2024

2023

(Loss) income for the period

(262)

(4,828)

310

(3,718)

Stock-based compensation

2,584

3,095

4,917

5,169

Foreign exchange loss (gain)

147

365

(84)

(65)

Non-recurring expenses(1)

1,045

150

1,866

150

Transaction-related costs(2)

151

552

823

552

Fair value adjustment of acquired deferred revenue

139

139

Loss from equity accounted investee

97

97

Net interest income

(791)

(698)

(1,714)

(1,418)

Income tax expense

201

49

225

209

Depreciation and amortization

902

781

1,653

1,398

Adjusted EBITDA

4,213

(534)

8,232

2,277

Adjusted EBITDA Margin

8.6 %

-1.2 %

8.4 %

2.6 %

Notes:

(1)

These expenses relate to non-recurring activities, such as certain legal fees incurred that are not indicative of continuing operations, and changes of workforce or technology whereby certain functions were realigned to optimize operations.

(2)

These expenses include certain legal and professional fees that were incurred in connection with acquisition and other strategic transactions, including the disposal of our majority ownership stake in SkillsWave and our acquisition of H5P. These expenses also include post-combination compensation costs from the acquisition of H5P. These expenses are net of a gain of $0.9 million recognized on the disposal of our majority ownership stake in SkillsWave. These expenses would not have been incurred if not for these transactions and are not considered expenses indicative of the Company’s continuing operations.

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is defined as gross profit excluding related stock-based compensation expenses. Adjusted Gross Margin is calculated as Adjusted Gross Profit expressed as a percentage of total revenue. For an explanation of management’s use of Adjusted Gross Profit and Adjusted Gross Margin see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Adjusted Gross Profit and Adjusted Gross Margin” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles Adjusted Gross Margin to gross profit expressed as a percentage of revenue, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)

Three months ended July 31

Six months ended July 31

2024

2023

2024

2023

Gross profit for the period

33,373

29,681

66,050

59,561

Stock based compensation

149

172

295

283

Adjusted Gross Profit

33,522

29,853

66,345

59,844

Adjusted Gross Margin

68.2 %

67.1 %

67.9 %

67.5 %

Free Cash Flow and Free Cash Flow Margin

Free Cash Flow is defined as cash provided by (used in) operating activities less net additions to property and equipment. Free Cash Flow Margin is calculated as Free Cash Flow expressed as a percentage of total revenue. For an explanation of management’s use of Free Cash Flow and Free Cash Flow Margin see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Free Cash Flow and Free Cash Flow Margin” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles our cash flow from (used in) operating activities to Free Cash Flow, and discloses Free Cash Flow Margin, for the periods indicated:

(in thousands of U.S. dollars, except for percentages)

Three months ended July 31

Six months ended July 31

2024

2023

2024

2023

Cash flow from operating activities

31,443

22,888

16,617

5,853

Net addition to property and equipment

(220)

(2,439)

(346)

(4,088)

Free Cash Flow

31,223

20,449

16,271

1,765

Free Cash Flow Margin

63.5 %

46.0 %

16.7 %

2.0 %

Constant Currency Revenue

Constant Currency Revenue is defined as foreign-currency-denominated revenues translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. For an explanation of management’s use of Constant Currency Revenue see “Non-IFRS and Other Financial Measures – Non-IFRS Financial Measures and Non-IFRS Financial Ratios – Constant Currency Revenue” section in the Company’s Interim MD&A, which section is incorporated by reference herein.

The following table reconciles our Constant Currency Revenue to revenue, for the periods indicated:

Three months ended July 31

Six months ended July 31

(in thousands of U.S. dollars)

2024

2023

2024

2023

$

$

$

$

Total revenue for the period

49,168

44,470

97,663

88,698

Negative impact of foreign exchange rate changes over the prior period

400

356

Constant Currency Revenue

49,568

44,470

98,019

88,698

Key Performance Indicators

Management uses a number of metrics, including the key performance indicators identified below, to help us evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions. Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other issuers. These metrics are estimated operating metrics and not projections, nor actual financial results, and are not indicative of current or future performance.

Annual Recurring Revenue and Constant Currency Annual Recurring Revenue: We define Annual Recurring Revenue as the annualized equivalent value of subscription revenue from all existing customer contracts as at the date being measured, exclusive of the implementation period. Our calculation of Annual Recurring Revenue assumes that customers will renew their contractual commitments as those commitments come up for renewal. We believe Annual Recurring Revenue provides a reasonable, real-time measure of performance in a subscription-based environment and provides us with visibility for potential growth to our cash flows. We believe that increasing Annual Recurring Revenue indicates the continued strength in the expansion of our business, and will continue to be our focus on a go-forward basis. We define Constant Currency Annual Recurring Revenue as foreign-currency-denominated Annual Recurring Revenue translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency.

As at July 31

(in millions of U.S. dollars, except percentages)

2024

2023

Change

$

$

%

Annual Recurring Revenue

198.3

178.5

11.1 %

Constant Currency Annual Recurring Revenue

200.6

178.5

12.4 %

For further information, please contact:
Craig Armitage, Investor Relations
ir@d2l.com
(416) 347-8954

SOURCE D2L Inc.

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MARIANA MINERALS RESTARTS UTAH COPPER MINE AS THE WORLD’S ONLY AUTONOMOUS-FIRST MINE AND REFINERY

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Software-first minerals company integrates autonomous haulage, drilling, and robotic sensing across mining and refining under a single AI operating platform

SAN JUAN COUNTY, Utah, April 27, 2026 /PRNewswire/ — Mariana Minerals, the world’s only software-first, vertically integrated minerals company, today announced the restart of mining operations at Copper One in southeastern Utah. The restart marks a milestone in mining history: Copper One becomes the world’s first mine to deploy autonomous tools across all three operational domains (mining, refining, and capital project execution) unified under a single operating system.

Mariana acquired Lisbon Valley Mining Company in Q4 2025, gaining control of a roughly 10,000-acre permitted land package that has produced high-purity copper cathode since 2009. While refinery operations continued uninterrupted, mining was paused in late 2024. Mining operations resume this month with autonomous systems and autonomous orchestration active from day one.

“Copper One will be the first mine where delivering end-to-end autonomy is the priority, where it’s being rapidly deployed across mining and refining operations and coordinated by our internal software stack. That’s what MarianaOS makes possible. We chose to prove it here because the stakes are real: the U.S. has a structural copper deficit, and the window to close it is narrowing. We’re producing now and ramping output aggressively, with the primary goal of achieving fully-autonomous mining operations,” said Turner Caldwell, Co-Founder & CEO, Mariana Minerals.

MarianaOS: An Autonomy-First Mining Operating System
What makes Copper One unprecedented is not any single piece of autonomous equipment, but the intelligence layer coordinating them. MarianaOS integrates three core subsystems, MineOS, PlantOS, and CapitalProjectOS, into a unified platform spanning project execution through copper production.

On the mining side, Copper One will begin with integrating three best-in-class autonomous equipment platforms. Pronto’s turnkey Autonomous Haulage System (AHS) uses camera-based machine learning and Global Navigation Satellite Systems (GNSS) to enable fully driverless haul truck operation, with OEM-agnostic retrofit capability across mixed fleets. Sandvik’s AutoMine® platform enables autonomous production drilling, allowing operators to simultaneously monitor multiple surface machine operations from a remote-operations control center. And Boston Dynamics’ Spot quadruped robots autonomously patrol the open pit, heap leach pad, and solvent extraction-electrowinning (SX-EW) refinery infrastructure. All of these data feed directly into MineOS, enabling fleet-wide optimization and continuous improvement.

PlantOS extends autonomous operations into refining by integrating real-time sensor data across the entire refining process (solution chemistry, flow rates, temperature, and electrowinning cell performance) into a unified control system. Machine learning models predict process drift, automatically adjust reagent dosing, and flags maintenance needs before they impact output. The result is a continuously optimized refinery that operates with minimal human intervention.

CapitalProjectOS redefines how capital-intensive infrastructure projects are planned and executed. Traditional projects often take a decade or more and frequently suffer from chronic cost overruns. CapitalProjectOS integrates process development, engineering, procurement, construction, and commissioning data into a single platform that enables real-time progress tracking, predictive risk modeling, and automated schedule optimization. At Copper One, CapitalProjectOS is managing the expansion roadmap to scale output to 50,000 metric tons per year, coordinating heap leach pad expansions, refinery upgrades, and autonomous equipment deployment in parallel.

Built to Move Fast
While Mariana is actively constructing and developing greenfield projects – with the goal of compressing engineering, procurement, construction, and commissioning timelines leveraging CapitalProjectOS – Copper One is uniquely positioned to accelerate deployment of MarianaOS at scale. With an existing open pit mine, heap leach pad, and SX-EW refining infrastructure already in place, Mariana will rapidly ramp production that would take years to replicate elsewhere.

Mariana’s longer-term plan is to scale Copper One output to 50,000 metric tons per year of high-purity copper cathode by 2030, leveraging additional proven deposits on the property and integrating copper scrap recycling.

A Critical Supply Gap
The U.S. currently imports approximately 50% of its refined copper. With domestic demand projected to nearly double by 2035 — driven by AI data centers, defense systems, EVs, and grid modernization — the supply gap is a national security issue. The Trump Administration’s Section 232 investigation cited copper imports as a direct concern, and the Pentagon has identified critical minerals vulnerability as a threat to the defense industrial base.

Domestic operations like Copper One, and the step-change in productivity that autonomous operations deliver, have become strategically essential.

About Mariana Minerals
Mariana engineers, builds, and operates mines and refineries, using proprietary AI and machine learning tools to accelerate project execution and optimize production across critically needed metals. Copper One is Mariana’s second active project, alongside Lithium One, the world’s first GWh-scale lithium extraction facility from oil and gas produced water, currently under construction in East Texas. Mariana has raised $120 million in total capital, including a Series A led by Andreessen Horowitz with participation from Breakthrough Energy Ventures, Khosla Ventures, and strategic investors.

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SOURCE Mariana Minerals

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State CISOs Report Lower Confidence Across the Public Sector Cyber Ecosystem, 2026 NASCIO-Deloitte Survey Finds

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The 2026 National Association of Chief Information Officers – Deloitte biennial cybersecurity study finds state officials face increasingly sophisticated threats, including new artificial intelligence-enabled tactics, and highlights steps CISOs are taking to better protect public data and critical digital services

NEW YORK, April 27, 2026 /PRNewswire/ — 

Key takeaways

The survey of Chief Information Security Officers (CISOs) from all 50 states and two territories found that just 26% of state CISOs are “extremely” or “very” confident that their state’s information assets are protected from cyber threats, down from 48% in 2022.Implementing effectiveness metrics is now CISOs’ top priority: 49% named it a top cybersecurity initiative in 2026, up from 15% in 2022.Nearly all state CISOs (94%) said they are involved in developing Generative AI security policies and 84% are involved in Generative AI strategy development.Budget pressure is rising with 16% of CISOs reporting their budgets have been cut, up from none in 2024.The percentage of CISOs who described themselves as “not very confident” in the ability of local government and public higher education to secure public data rose significantly, from 35% in 2022 to 63% in 2026.

Why this decline in confidence matters
States share data and systems with counties, cities, and public colleges and universities, so a vulnerability in one network can cascade, exposing personal information, disrupting essential services and driving costly incident response. As attackers adopt AI-enabled tactics, the urgency is growing for faster coordination, clearer policy and stronger baseline defenses across the public sector. This may explain why roughly one-fifth of CISOs indicated that their states were moving toward a “whole-of-state” approach to cybersecurity.

Metrics reporting becomes CISOs’ top priority
Top priorities for CISOs have shifted since the 2024 survey. When asked to identify their states’ top cybersecurity initiatives for 2026, half of CISOs named implementing effectiveness metrics (49%, up from 25% in 2024 and 15% in 2022). Capturing the effectiveness of cyber spending can be difficult, but without metrics, it is challenging to show the benefits of investments. Tracking operational, compliance and risk-based key performance indicators, such as incident response time and phishing click rate, can help demonstrate the return on cyber investment.

AI both accelerates threats and becomes a frontline defense
AI is accelerating the scale and sophistication of attacks targeting public sector systems, making it easier and cheaper for adversaries to generate and automate cyberattacks. CISOs also point to an emerging threat toolkit, including deepfakes that can fool people and evade detection, AI agents that probe for weaknesses and adapt, and AI-driven ransomware-as-a-service operations.

At the same time, CISOs describe AI as a practical way to keep pace, using it to triage security alerts, summarize events, and explore faster report creation, threat identification and training. Several states are already utilizing Generative AI in core security operations, including security information and event management (SIEM) and security orchestration, automation and response (SOAR). The report also underscores how central CISOs have become to state AI efforts.

Key quotes
“We’re seeing more states move toward a ‘whole-of-state’ cybersecurity approach where the state helps extend protection beyond state agencies to local governments, public education and other critical entities that can become an entry point for attackers. At its core, it’s about scaling capabilities through shared services and better collaboration so a weakness in one part of the ecosystem doesn’t become a statewide incident. Many states are looking to scale capabilities through security operations centers and regional support, so counties, cities and schools can benefit from the same cyber-defense muscle as the enterprise.”

Mike Wyatt, Stale local and higher education cyber risk leader, Deloitte

“It’s an encouraging development that state CISOs are being placed at the center of Generative AI security. They are helping shape the strategy, establishing security policies and reviewing proposed use cases. By being involved from the beginning, CISOs are helping governments move faster without sacrificing safeguards because security and governance complement each other. We’re also seeing CISOs explore practical uses of AI to strengthen day-to-day defense, while putting clearer guardrails around responsible uses.”

Meredith Ward, deputy executive director, NASCIO

Additional data
To read the 2026 NASCIO-Deloitte report in its entirety, click here.

About NASCIO
The National Association of State Chief Information Officers is the premier network and resource for state CIOs and a leading advocate for technology policy at all levels of government. NASCIO represents state chief information officers and information technology executives from the states, territories, and the District of Columbia. For more information about NASCIO visit www.nascio.org.

As used in this document, “Deloitte” means Deloitte & Touche LLP, a subsidiary of Deloitte LLP. Please see www.deloitte.com/us/about for a detailed description of our legal structure. Certain services may not be available to attest clients under the rules and regulations of public accounting.

 

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SOURCE Deloitte

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Duck Creek Kicks Off Formation ’26 as Strong Fiscal Momentum Signals Accelerating Demand for its Intelligent Core Insurance Platform

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Company highlights double-digit SaaS growth, global expansion, and launch of its new agentic AI platform as industry leaders gather in Orlando

BOSTON, April 27, 2026 /CNW/ — Duck Creek Technologies, the intelligent core of insurance, today kicks off Formation ’26: Agents of Innovation, its flagship user conference, as the company builds strong momentum in the first half of fiscal 2026, marked by double-digit year-over-year SaaS ARR growth fueled by new logos and expansion across its global customer base.

Duck Creek’s strong start to fiscal 2026 reflects this demand, with double-digit new customer wins and existing customer expansions across its core, specialty, and AI-powered solutions. Adoption of Duck Creek’s intelligent cloud continues to scale globally. Insurers are selecting Duck Creek for its enterprise depth including policy, billing, claims, rating, loss control, reinsurance, distribution management, and payments solutions to operate faster, more accurately, and maintain regulatory compliance.

“We are expanding our leadership in insurance technology with more than 370 customers globally. Including 33 of the top 50 North American insurers,” said Hardeep Gulati, Chief Executive Officer of Duck Creek. “Insurers modernizing their core systems are looking for more from their technology. They need a trusted partner like Duck Creek with proven enterprise scale and speed-to-value to help them drive profitable impact and growth. At Formation, we are excited to announce our new agentic platform that will help further improve the combined ratios for insurers with more than $150B in premium flowing through Duck Creek annually.”

Formation ’26 will bring together more than 800 insurance professionals, ecosystem partners, and industry leaders to explore how technology is transforming the insurance lifecycle. The event underscores growing market demand for intelligent, cloud-native platforms that enable insurers to accelerate cloud migration, product development, and automate core insurance workflows to accelerate decision-making and improve operational agility. A highlight of the event will be Duck Creek unveiling its agentic AI platform and showcasing live demonstrations of agentic applications and agents.

Formation ’26 will feature a distinguished lineup of guest speakers joining Gulati during his keynote, including Stephen Lord, Global CIO of AXIS Capital, and Monti Saroya, Senior Managing Director and Co-Head of the Flagship Fund at Vista Equity Partners. Together, they will share perspectives on large-scale transformation, AI adoption, and the future of agentic insurance.

The conference will also include a customer panel moderated by Chief Operating Officer Chris McCloskey, featuring leaders from Core Specialty, Europ Assistance, and Arbella Insurance, who will discuss their transformation journeys and business outcomes achieved through modern core systems. An analyst panel moderated by SVP of Sales William Magowan will bring together experts from AM Best, Celent, and Datos Insights to provide an external view on market trends and innovation benchmarks.

Customer Momentum

Millers Mutual Insurance advanced its modernization strategy with Duck Creek OnDemand, implementing Policy, Billing, and Reinsurance Clarity to modernize its core systems and support continued growth in the multifamily housing insurance market.Anchor Group Management Inc. partnered with Duck Creek to modernize its insurance payments infrastructure, enabling more streamlined billing processes and improved digital payment experiences for policyholders.Frankenmuth Insurance adopted Duck Creek OnDemand Distribution Management to transform how it manages agencies and producers, increasing visibility, improving operational efficiency, and strengthening collaboration across its distribution network.Indigo Insurance turned to Duck Creek OnDemand to accelerate its modernization strategy and support rapid growth, gaining a scalable cloud-based core platform designed to bring new products to market faster.Encova Insurance went live on an upgraded Duck Creek OnDemand Distribution Management system, unifying agency operations across lines of business, streamlining onboarding, and improving the overall agent experience.New Zealand’s Medical Assurance Society (MAS) selected Duck Creek’s full suite of core solutions delivered via OnDemand to modernize its general insurance business, enhance member experiences, and support a broader digital and data-driven transformation.Country-Wide Insurance selected Duck Creek Clarity to strengthen its data and analytics capabilities, enabling real-time insights and preparing for its upcoming OnDemand go-live with Active Delivery.Fortegra selected Duck Creek Reinsurance and Duck Creek Clarity to modernize financial operations, improve portfolio transparency, and support continued growth across products, geographies, and distribution models.Duck Creek secured more than a dozen additional new customer engagements across commercial specialty and personal lines.

Industry Recognition

Named a Leader in the 2025 Gartner Magic Quadrant for SaaS P&C Insurance Core Platforms North America, marking the seventh consecutive year the company has been recognized as a Leader.Named a Leader in the Everest Group 2025 Underwriting Orchestration Products PEAK Matrix Assessment, recognizing Duck Creek’s strength in delivering AI-driven underwriting, integrated core workflows, and measurable value across global P&C carriers.Featured in Everest Group’s 2026 Voice of the Customer Report for Insurance CXOPs, outperforming both core system peers and the market average, with customers citing strengths in seamless implementation, deep core system integration, and enterprise scalability and more.Received the 2025 IDC FinTech Real Results Award for Insurance Transformation for measurable customer outcomes.

About Duck Creek

Duck Creek is the intelligent core that leading insurers choose to build on. Purpose-built for property and casualty (P&C) and general insurance, Duck Creek unifies the full insurance lifecycle on a single platform with one data foundation. As an agentic platform, it connects intelligence across underwriting, policy, billing, claims, and payments workflows where decisions are made and compliance is non-negotiable. Duck Creek enables carriers to launch products faster, adapt quickly to change, and grow with precision and confidence. Solutions are available individually or as a full suite via Duck Creek OnDemand. Visit www.duckcreek.com and follow Duck Creek on LinkedIn and X.

Media Contacts:  
Marianne Dempsey / Tara Stred  
duckcreek@threeringsinc.com

 

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SOURCE Duck Creek Technologies, Inc.

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