Press Release: D2L Inc. Announces Fourth Quarter and Fiscal 2026 Financial Results

Dow Jones
Apr 02
   -- Q4 subscription and support revenue grew 9% year-over-year to US$51.1 
      million; full-year subscription and support revenue grew 10% to US$198.4 
      million 
 
   -- Annual Recurring Revenue1 ("ARR") reached US$219.8 million at year-end, 
      up 10% over the prior year 
 
   -- Total revenue in Q4 increased 5% year-over-year to US$55.8 million 
 
   -- Cash flow from operating activities of US$43.0 million in Fiscal 2026, an 
      increase of US$15.1 million from the prior year 
 
   -- Q4 Adjusted EBITDA2 of US$8.1 million (14.5% Adjusted EBITDA Margin), 
      versus US$9.4 million (17.7% Adjusted EBITDA Margin) in the prior year; 
      full-year Adjusted EBITDA increased 17% to $32.9 million 
 
   -- Strong balance sheet at year end, with cash and cash equivalents of 
      US$119.2 million and no debt 

TORONTO, April 1, 2026 /CNW/ - D2L Inc. (TSX: DTOL) ("D2L" or the "Company"), a leading global learning technology company, today announced financial results for its Fiscal 2026 fourth quarter and full year ended January 31, 2026. All amounts are in U.S. dollars and all figures are prepared in accordance with International Financial Reporting Standards ("IFRS") unless otherwise indicated.

"The D2L team delivered strong execution in product innovation and new bookings in Fiscal 2026. We reported 10% subscription growth, increased ARR by 10% to nearly $220 million, increased free cash flow by 63%, and further strengthened our balance sheet," said John Baker, Founder and CEO of D2L. "Our results reflect the competitive strength of D2L as we remain the fastest-growing learning platform in our main markets. While near-term reported revenue is impacted by the previously disclosed churn from U.S. K-12 clients, demand across our core growth markets -- higher education, corporate and international -- remains robust, and our pipeline entering the new fiscal year is healthy."

Mr. Baker added: "Over the past year, we meaningfully expanded AI capabilities across the D2L platform. Our AI--first approach is resonating with customers, driving revenue momentum for D2L Lumi and more broadly underpinning our continued success in winning and retaining customers across our core platform as we invest for long--term global growth."

Fourth Quarter and Fiscal 2026 Financial Highlights

   -- Subscription and support revenue was $51.1 million in Q4, an increase of 
      9% over the same period of the prior year, reflecting growth from new 
      customers, coupled with expansion from existing customers, and was 
      partially moderated by results from the U.S. K-12 market. 
 
   -- Professional services and other revenue decreased by 27% to $4.7 million 
      in Q4, mainly driven by a $0.9 million one-time revenue adjustment in the 
      prior year and a generally cautious spending environment in the U.S. 
      market due to current macroeconomic conditions. 
 
   -- Total revenue in Q4 was $55.8 million, an increase of 5% over the same 
      period in the prior year. 
 
   -- ARR1 as at January 31, 2026 increased by 10% year-over-year to $219.8 
      million and Constant Currency ARR1 increased by 7% year-over-year to 
      $214.1 million. Excluding the K-12 market, ARR increased by approximately 
      14% over the prior year and Constant Currency ARR increased by 10.5% over 
      the prior year. 
 
   -- Cash flow from operating activities improved to $12.5 million in Q4, 
      versus cash flow used in operating activities of $0.1 million in the same 
      period in the prior year. 
 
   -- Full-year Free Cash Flow2 grew to $44.4 million (20.4% Free Cash Flow 
      Margin2), up from $27.3 million (13.3% Free Cash Flow Margin) in Fiscal 
      2025, and Free Cash Flow for Q4 was $12.2 million (21.9% Free Cash Flow 
      Margin), compared to negative Free Cash Flow of $0.6 million (negative 
      1.1% Free Cash Flow Margin) in the same period in the prior year. 
 
   -- Q4 Adjusted Gross Profit2 increased by 3% to $38.3 million (68.7% 
      Adjusted Gross Margin2) from $37.1 million (69.6% Adjusted Gross Margin) 
      in the same period of the prior year. 
 
   -- Adjusted EBITDA2 of $8.1 million in Q4 versus Adjusted EBITDA of $9.4 
      million for the comparative period in the prior year. 
 
   -- Income in Fiscal 2026 was $9.0 million, compared to $25.7 million for the 
      comparative period of the prior year, largely due to a non-recurring 
      income tax recovery in the prior year of $15.8 million and a non-cash 
      fair value adjustment of $4.3 million on the loan receivable from 
      SkillsWave Corporation. 
 
   -- Constant Currency Net Revenue Retention Rate1 ("NRR") for Fiscal 2026 was 
      100.9% (102.7% for the fiscal year ended January 31, 2025). Excluding the 
      K-12 market, Constant Currency NRR would have been 103.7% in Fiscal 2026. 
 
   -- Strong balance sheet at year end, with cash and cash equivalents of 
      $119.2 million and no debt. 
 
   -- During Fiscal 2026, the Company repurchased and canceled 992,700 
      Subordinate Voting Shares under its Normal Course Issuer Bid, 
      representing the cancellation of 3.6% of the opening Subordinate Voting 
      Shares outstanding. 
 
(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 and Reconciliation 
 of Non-IFRS Financial Measures" section of this press 
 release. 
 

Fourth Quarter and Full Year Fiscal 2026 Financial Results -- Selected Financial Measures

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

 
               Three months ended January 31,       Year ended January 31, 
               2026     2025    Change   Change     2026     2025     Change   Change 
               $        $       $        %          $        $        $        % 
Subscription 
 & Support 
 Revenue        51,084  46,846    4,238      9.0 %  198,352  180,569   17,783     9.8 % 
Professional 
 Services & 
 Other 
 Revenue         4,712   6,467   -1,755   (27.1 %)   19,119   24,707   -5,588  (22.6 %) 
Total Revenue   55,796  53,313    2,483      4.7 %  217,471  205,276   12,195     5.9 % 
 
Constant 
 Currency 
 Revenue(1)     54,713  53,313    1,400      2.6 %  216,844  205,276   11,568     5.6 % 
Gross Profit    37,744  36,523    1,221      3.3 %  148,932  139,964    8,968     6.4 % 
Adjusted 
 Gross 
 Profit(1)      38,338  37,121    1,217      3.3 %  151,354  141,560    9,794     6.9 % 
Adjusted 
 Gross 
 Margin(1)      68.7 %  69.6 %                       69.6 %   69.0 % 
Income (Loss) 
 for the 
 period        (1,371)  19,865  -21,236  (106.9 %)    8,964   25,722  -16,758  (65.2 %) 
Adjusted 
 EBITDA(1)       8,098   9,428   -1,330   (14.1 %)   32,852   28,080    4,772    17.0 % 
Cash Flows 
 from (used 
 in) 
 Operating 
 Activities     12,542   (135)   12,677  9,390.4 %   42,954   27,902   15,052    53.9 % 
Free Cash 
 Flow(1)        12,228   (588)   12,816  2,179.6 %   44,428   27,324   17,104    62.6 % 
 
 
 
(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. 
 

Fourth Quarter Business & Operating Highlights

   -- D2L's learning platform had more than 21 million users across more than 
      1,500 customers in over 40 countries at year end. 
 
   -- D2L continued to grow its customer base in North American education, 
      including the additions of Henry Ford College, University of Colorado: 
      Colorado Springs, Okanagan College, Contact North | Contact Nord eChannel, 
      and Hudson Global Scholars. 
 
   -- D2L continued to grow its customer base in global education, adding 
      University of the Free State (South Africa), University of Prince Mugrin 
      (Saudi Arabia), Whitecliffe College (New Zealand), Singapore University 
      of Social Sciences (Singapore), and Universidad Americana de Comercio e 
      Informatica (Mexico). 
 
   -- D2L expanded its corporate customer portfolio, adding California Academy 
      of Sciences, American Society of Interior Designers, and Wise Charitable 
      Trust. 
 
   -- D2L Brightspace was recognized as a 2025 Top Learning Management System 
      (LMS) Company by Training Industry. 
 
   -- D2L Brightspace was named one of the Best Enterprise Learning Management 
      Systems (LMS) by Talented Learning in the 2025 LMS Awards. 
 
   -- D2L received five Gold and one Bronze Brandon Hall Group Human Capital 
      Management $(HCM)$ Excellence Awards for D2L Brightspace and D2L Lumi. 

Financial Outlook

D2L is initiating financial guidance for the year ended January 31, 2027 ("Fiscal 2027"). D2L plans to continue making measured investments for growth in Fiscal 2027 while scaling its operations for increasing levels of profitability. Specifically, for Fiscal 2027, the Company is issuing the following guidance:

   -- Subscription and support revenue in the range of $212 million to $214 
      million, implying growth of 7-8% over Fiscal 2026; 
 
   -- Total revenue in the range of $231 million to $234 million, implying 
      growth of 6-8% over Fiscal 2026; and 
 
   -- Adjusted EBITDA in the range of $33 million to $35 million, implying an 
      Adjusted EBITDA Margin of 15% at the midpoint. 

The Company expects revenue growth and Adjusted EBITDA Margin to increase as Fiscal 2027 progresses, enabling the Company's performance in the second half of the year to improve relative to performance in the first half of the year.

These targets demonstrate the Company's continued emphasis on balancing growth and profitability, including increased revenue and Adjusted EBITDA in Fiscal 2027 relative to Fiscal 2026. Further, these targets are based upon the current operations of the Company and do not include the impact of any future incremental acquisition transaction(s), which, if any occur, would be expected to be additive to the revenue and profits earned by D2L in the period. The achievement of the Adjusted EBITDA guidance is based upon continued efficiencies and scale in our operations as we grow our revenue. Given the momentum in our core markets, we are carefully balancing near-term improvements in operating efficiency with appropriate investment capacity to most effectively meet our medium-term objectives and advance our long-term goal of market leadership. The anticipated revenue growth rates in Fiscal 2027 are impacted, in part, by the level of ARR churn experienced in Fiscal 2026 within the US K-12 market, and the resulting impact of such activity on the corresponding revenue recognition in Fiscal 2027.

Medium-Term Outlook and Target Operating Model

In April 2025, management presented a medium-term target operating model outlining the levels of growth and profitability the Company expects to achieve by Fiscal 2028 (the year ending January 31, 2028) as outlined below.

 
                         Fiscal 2028 
Revenue Growth            10% to 15% 
Adjusted EBITDA Margin    18% to 20% 
 

As we operate the business over the remainder of this period, we will continue to balance growth and profitability, including making measured investments in future growth and optimizing our operations for increased profitability.

We continue to expect to achieve 10-15% growth in annual revenue by Fiscal 2028 based upon existing customer retention and expansion, continued acquisition of new customers, ongoing product development, and strategic acquisitions as further described in the "Financial Outlook -- Medium Term Outlook and Target Operating Model" section of the Fiscal 2025 Management's Discussion and Analysis ("MD&A").

Our current revenue growth rates, both the rate achieved in Fiscal 2026 and our guidance in Fiscal 2027, are lower than the target operating model based upon higher-than-normal levels of customer churn in our U.S. K-12 market, and lower activity levels within the North America Higher Education market. We expect both of these factors to moderate in impact by Fiscal 2028, supporting higher revenue growth relative to current levels.

We continue to expect to achieve 18-20% Adjusted EBITDA Margin by Fiscal 2028 based upon increases to Adjusted Gross Margin and operating leverage in our business model as further described in the Fiscal 2025 MD&A.

Our current Adjusted EBITDA Margin levels, both the margin reported in Fiscal 2026 and our guidance for Fiscal 2027, are lower than the target operating model based upon short-term pressure to our subscription gross margin levels resulting from the migration of a database technology, which moderates in Fiscal 2028, and continued investment in go-to-market and product development to scale our revenues and profits towards our Fiscal 2028 targets. As the impact of these factors moderates in Fiscal 2028, the Company expects to achieve an improvement in Adjusted EBITDA Margin relative to current levels.

Q4 Conference Call & Webcast

D2L management will host a conference call on Thursday, April 2, 2026 at 9:00 am ET to discuss its fourth quarter and full-year Fiscal 2026 financial results.

 
Date:              Thursday, April 2, 2026 
Time:              9:00 am $(ET)$ 
Dial in number:    Canada: 1 (833) 950-0062United States: 1 (833) 
                   470-1428Access code: 489249 
Webcast:           A live webcast will be available at 
                   ir.d2l.com/events-and-presentations/events/The webcast will 
                   also be archived for replay. 
 

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; expected improvements in gross margin; the Company's budgets, operations and taxes; judgments and estimates impacting the financial statements; the markets in which the Company operates; industry trends and the Company's competitive position; expansion of the Company's product offerings; the anticipated impacts of future acquisitions; trends in research and development expenses, sales and marketing expenses, and general and administrative expenses, each as a percentage of revenue; planned expenditures in sales and marketing and research and development activities; the timing and pace for achieving scalability; expectations regarding the growth of the Company's customer base, revenue, and revenue generation potential and expectations regarding costs, including as a percentage of revenue; and the Company's equity investment in, and loan to, SkillsWave Corporation ("SkillsWave").

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 assumptions regarding the principal competitive factors in our markets; 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 Group AS ("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 Company's ability to predict future learning trends and technology; 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; certain accounting matters, including the impact of changes in or the adoption of new accounting standards; the Company's ability to retain key personnel; the factors and assumptions discussed under the "Financial Outlook" section 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 in our Annual MD&A, including "Summary of Factors Affecting Our Performance" 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 achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in K-12, higher education and business at www.D2L.com.

D2L INC.

Consolidated Statements of Financial Position

(In U.S. dollars)

As at January 31, 2026 and January 31, 2025

 
                                                2026           2025 
Assets 
Current assets: 
 Cash and cash equivalents                      $ 119,210,190   $ 99,184,514 
 Trade and other receivables                       26,446,779     26,430,586 
 Uninvoiced revenue                                 3,365,404      2,756,998 
 Prepaid expenses                                   8,929,070      7,564,837 
 Deferred commissions                               6,046,380      5,106,976 
                                                  163,997,823    141,043,911 
Non-current assets: 
 Other receivables                                    274,542        422,589 
 Prepaid expenses                                     480,900        308,235 
 Deferred income taxes                             16,447,851     18,115,730 
 Right-of-use assets                                7,879,566      7,450,545 
 Property and equipment                             6,712,449      7,125,272 
 Deferred commissions                               7,111,530      6,909,439 
 Loan receivable from associate                     4,821,800      9,123,399 
 Intangible assets                                 16,577,630     17,135,529 
 Goodwill                                          27,619,673     25,286,222 
 
Total assets                                    $ 251,923,764  $ 232,920,871 
 
Liabilities and Shareholders' Equity 
 
Current liabilities: 
 Accounts payable and accrued liabilities        $ 40,057,268   $ 30,504,085 
 Deferred revenue                                 111,638,604     97,454,306 
 Lease liabilities                                  1,641,257      1,201,604 
 Contingent consideration                                  --      4,927,193 
                                                  153,337,129    134,087,188 
Non-current liabilities: 
 Deferred income taxes                              3,487,856      4,110,030 
 Lease liabilities                                 10,118,128      9,977,941 
                                                   13,605,984     14,087,971 
                                                  166,943,113    148,175,159 
Shareholders' equity: 
 Share capital:                                   359,412,845    367,487,956 
 Additional paid-in capital                        49,129,311     48,263,266 
 Accumulated other comprehensive loss             (3,954,805)    (7,456,599) 
 Deficit                                        (319,606,700)  (323,548,911) 
                                                   84,980,651     84,745,712 
Commitments and contingencies 
Related party transactionsInvestment in 
associate 
Total liabilities and shareholders' equity      $ 251,923,764  $ 232,920,871 
 

D2L INC.

Consolidated Statements of Comprehensive Income

(In U.S. dollars, except share amounts)

Years ended January 31, 2026 and 2025

 
                                          2026           2025 
 
Revenue: 
 Subscription and support                 $ 198,351,729  $ 180,568,575 
 Professional services and other             19,119,502     24,707,667 
                                            217,471,231    205,276,242 
Cost of revenue: 
 Subscription and support                    52,937,143     49,185,184 
 Professional services and other             15,601,698     16,126,816 
                                             68,538,841     65,312,000 
 
Gross profit                                148,932,390    139,964,242 
 
Expenses: 
 Sales and marketing                         57,941,425     53,943,306 
 Research and development                    47,978,109     46,647,575 
 General and administrative                  30,457,734     33,175,359 
                                            136,377,268    133,766,240 
 
Income from operations                       12,555,122      6,198,002 
 
Interest and other income (expense): 
 Interest expense                           (1,270,201)      (823,099) 
 Interest income                              2,936,633      3,765,500 
 Other income (expense)                         206,657       (48,851) 
 Fair value loss on loan receivable from 
  associate                                 (4,301,599)      (376,601) 
 Gain on SkillsWave disposal transaction             --        917,395 
 Foreign exchange gain (loss)                 2,951,189      (145,798) 
                                                522,679      3,288,546 
 
Income before income taxes                   13,077,801      9,486,548 
 
Income taxes expense (recovery): 
 Current                                      2,869,389      1,219,741 
 Deferred                                     1,244,438   (17,454,876) 
                                              4,113,827   (16,235,135) 
 
Income for the year                           8,963,974     25,721,683 
 
Other comprehensive income (loss): 
 Foreign currency translation gain 
  (loss)                                      3,501,794    (2,458,282) 
Comprehensive income                       $ 12,465,768   $ 23,263,401 
 
Earnings per share -- basic                      $ 0.16         $ 0.47 
Earnings per share -- diluted                    $ 0.16         $ 0.46 
 
Weighted average number of common shares 
 -- basic                                    54,763,425       54,347,672 
Weighted average number of common shares 
 -- diluted                                  56,077,147       55,814,610 
 
 
 

D2L INC.

Consolidated Statements of Changes in Shareholders' Equity

(In U.S. dollars, except share amounts)

Years ended January 31, 2026 and 2025

 
                Share Capital              Additional    Accumulated    Deficit          Total 
                                           paid-in       other 
                                           capital       comprehensive 
                                                         loss 
                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        527,429      4,326,926   (2,151,550)             --               --     2,175,376 
Issuance of 
 Subordinate 
 Voting Shares 
 on settlement 
 of restricted 
 share 
 units and 
 deferred 
 share units       549,140      1,894,582   (7,516,087)             --               --   (5,621,505) 
Stock-based 
 compensation           --             --     9,695,275             --               --     9,695,275 
Excess tax 
 benefit on 
 stock-based 
 compensation           --             --       750,521             --               --       750,521 
Repurchase of 
 share capital 
 for 
 cancellation 
 under 
 the NCIB        (401,480)    (3,564,436)            --             --               --   (3,564,436) 
Change in 
 share 
 repurchase 
 commitment 
 under the 
 ASPP                   --             --            --             --        1,166,807     1,166,807 
Other 
 comprehensive 
 loss                   --             --            --    (2,458,282)               --   (2,458,282) 
Income for the 
 year                   --             --            --             --       25,721,683    25,721,683 
Balance, 
 January 31, 
 2025           54,653,174  $ 367,487,956  $ 48,263,266  $ (7,456,599)  $ (323,548,911)  $ 84,745,712 
 
Issuance of 
 Subordinate 
 Voting Shares 
 on exercise 
 of options        203,177      1,424,189     (671,293)             --               --       752,896 
Issuance of 
 Subordinate 
 Voting Shares 
 on settlement 
 of restricted 
 share units       608,634      1,477,525   (8,232,900)             --               --   (6,755,375) 
Stock-based 
 compensation           --             --    10,350,133             --               --    10,350,133 
Reduction in 
 excess tax 
 benefit on 
 stock-based 
 compensation           --             --     (579,895)             --               --     (579,895) 
Repurchase of 
 share capital 
 for 
 cancellation 
 under 
 the NCIB        (992,700)   (10,976,825)            --             --         (22,122)  (10,998,947) 
Change in 
 share 
 repurchase 
 commitment 
 under the 
 ASPP                   --             --            --             --      (4,999,641)   (4,999,641) 
Other 
 comprehensive 
 income                 --             --            --      3,501,794               --     3,501,794 
Income for the 
 year                   --             --            --             --        8,963,974     8,963,974 
Balance, 
 January 31, 
 2026           54,472,285  $ 359,412,845  $ 49,129,311  $ (3,954,805)  $ (319,606,700)  $ 84,980,651 
 

D2L INC.

Consolidated Statements of Cash Flows

(In U.S. dollars)

Years ended January 31, 2026 and 2025

 
                                         2026           2025 
Operating activities: 
  Income for the year                      $ 8,963,974  $ 25,721,683 
  Items not involving cash: 
   Depreciation of property and 
    equipment                                1,598,368     1,702,907 
   Depreciation of right-of-use assets       1,452,005     1,273,607 
   Amortization of intangible assets         2,260,338     1,285,534 
   Gain on disposal of property and           (24,670)            -- 
   equipment 
   Stock-based compensation                 10,350,133     9,695,275 
   Net interest income                     (1,666,432)   (2,942,401) 
   Income tax expense (recovery)             4,113,827  (16,235,135) 
   Gain on SkillsWave disposal 
    transaction                                     --     (917,395) 
   Loss from equity accounted investee              --       438,098 
   Fair value loss on loan receivable 
    from associate                           4,301,599       376,601 
  Changes in operating assets and 
  liabilities: 
   Trade and other receivables               1,268,292   (2,333,645) 
   Uninvoiced revenue                        (461,648)     1,016,319 
   Prepaid expenses                          (987,375)     2,197,263 
   Deferred commissions                      (478,910)       507,805 
   Accounts payable and accrued 
    liabilities                              2,863,670     (876,599) 
   Deferred revenue                         10,440,314     4,737,086 
   Right-of-use assets and lease 
    liabilities                                     --      (65,884) 
  Post-combination compensation 
   payments                                (2,220,000)     (345,000) 
  Interest received                          2,913,000     3,738,473 
  Interest paid                               (53,544)      (72,207) 
  Income taxes paid                        (1,679,147)   (1,000,818) 
  Cash flows from operating activities      42,953,794    27,901,567 
 
Financing activities: 
  Payment of lease liabilities             (2,080,113)   (1,657,536) 
  Lease incentive received                          --        99,080 
  Proceeds from exercise of stock 
   options                                     752,896     2,175,376 
  Taxes paid on settlement of 
   restricted share units                  (6,755,375)   (5,621,505) 
  Repurchase of share capital for 
   cancellation under 
   NCIB                                   (10,998,947)   (3,564,436) 
  Cash flows used in financing 
   activities                             (19,081,539)   (8,569,021) 
 
Investing activities: 
  Purchase of property and equipment         (771,048)     (923,034) 
  Proceeds from disposal of property            24,670            -- 
  and equipment 
  Acquisition of business, net of cash 
   acquired                                  (222,986)  (22,982,226) 
  Payment of contingent consideration      (5,103,665)     (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                    --   (9,500,000) 
  Cash flows used in investing 
   activities                              (6,073,029)  (34,329,015) 
 
 
Effect of exchange rate changes on cash 
 and cash equivalents                        2,226,450   (2,762,516) 
Increase (decrease) in cash and cash 
 equivalents                                20,025,676  (17,758,985) 
Cash and cash equivalents, beginning of 
 year                                       99,184,514   116,943,499 
Cash and cash equivalents, end of year   $ 119,210,190  $ 99,184,514 
 
 

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 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 costs, fair value adjustment of acquired deferred revenue, income (loss) from equity accounted investee, change in fair value on the loan receivable from associate, 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 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 Annual 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      Three months ended January   Fiscal year ended January 
U.S. dollars, except  31,                          31, 
for percentages) 
                      2026           2025          2026           2025 
(Loss) income for 
 the period                 (1,371)        19,865          8,964        25,722 
Stock-based 
 compensation                 2,563         2,583         10,350         9,695 
Foreign exchange 
 (gain) loss                  (613)           454        (2,951)           146 
Non-recurring 
 expenses(1)                    588           784          1,798         2,954 
Transaction-related 
 costs(2)                       269           614          2,237         2,686 
Fair value 
 adjustment of 
 acquired deferred 
 revenue(3)                      28           379            394         1,018 
Change in fair value 
 of loan receivable 
 from associate(4)            4,853           496          4,302           376 
Loss from equity 
 accounted investee              --            21             --           438 
Net interest income           (254)         (594)        (1,667)       (2,942) 
Income tax expense 
 (recovery)                     706      (16,442)          4,114      (16,235) 
Other income                     --          (40)             --          (40) 
Depreciation and 
 amortization                 1,329         1,308          5,311         4,262 
Adjusted EBITDA               8,098         9,428         32,852        28,080 
Adjusted EBITDA 
 Margin                      14.5 %        17.7 %         15.1 %        13.7 % 
 

Notes:

   1. These expenses relate to non-recurring activities, such as changes in 
      workforce or technology whereby certain functions were realigned to 
      optimize operations and certain legal fees incurred that are not 
      indicative of continuing operations. 
 
   2. These expenses include certain legal and professional fees that were 
      incurred in connection with other strategic transactions, and 
      post-combination compensation costs from previous acquisition 
      transactions. In the prior fiscal year, these expenses included certain 
      legal and professional fees that were incurred in connection with  the 
      disposal of our majority ownership stake in SkillsWave and our 
      acquisition of H5P. These expenses were net of a gain of $0.9 million 
      recognized for the fiscal year ended January 31, 2025 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 to be 
      indicative of expenses associated with the Company's continuing 
      operations. 
 
   3. At the date of acquisition, the Company recognized a fair value 
      adjustment on the opening deferred revenue balance acquired as part of 
      the H5P acquisition as required under IFRS 3, Business Combinations. This 
      adjustment is not reflective of ordinary operations and is expected to be 
      substantially completed by the end of Fiscal 2026. 
 
   4. On a quarterly basis, the Company determines the fair value of the loan 
      advanced to SkillsWave. The adjustments to the fair value of the loan are 
      not reflective of the Company's main business operations and will not 
      impact the Company's future results beyond the maturity date of the loan 
      on June 28, 2029. See note 11 of the Annual Financial Statements for 
      further details. 

Adjusted Gross Profit and Adjusted Gross Margin

Adjusted Gross Profit is defined as gross profit excluding related stock-based compensation expenses and amortization from acquired intangible assets, specifically acquired technology. 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 MD&A for the years ended January 31, 2026 and 2025, 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   Three months ended January 31,  Fiscal year ended January 31, 
of U.S. 
dollars, 
except for 
percentages) 
                2026            2025            2026            2025 
Gross profit 
 for the 
 period                 37,744          36,523         148,932         139,964 
Stock based 
 compensation              160             154             681             596 
Amortization 
 from acquired 
 intangible 
 assets                    434             444           1,741           1,000 
Adjusted Gross 
 Profit                 38,338          37,121         151,354         141,560 
Adjusted Gross 
 Margin                 68.7 %          69.6 %          69.6 %          69.0 % 
 

Adjusted Gross Margin for the year ended January 31, 2026 was negatively impacted by the migration of a database technology which negatively impacted Adjusted Gross Profit in the second half of Fiscal 2026 by approximately 200 basis points relative to the otherwise realized Adjusted Gross Margin in the period.

Free Cash Flow and Free Cash Flow Margin

Free Cash Flow is defined as cash flows from (used in) operating activities excluding payments of acquisition-related compensation, 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 MD&A for the years ended January 31, 2026 and 2025, which section is incorporated by reference herein.

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

 
(in thousands of      Three months ended   Fiscal year ended January 31, 
U.S. dollars, except  January 31, 
for percentages) 
                      2026                 2025        2026        2025 
Cash flows from 
 (used in) operating 
 activities                        12,542       (135)      42,954     27,902 
Acquisition-related 
 compensation(1)                       --          --       2,220        345 
Net additions to 
 property and 
 equipment                          (314)       (453)       (746)      (923) 
Free Cash Flow                     12,228       (588)      44,428     27,324 
Free Cash Flow 
 Margin                            21.9 %      -1.1 %      20.4 %     13.3 % 
 
 

Note:

   1. Prior year comparatives have been restated to conform with current year 
      presentation by excluding the impact of acquisition-related compensation. 

Constant Currency Revenue

Constant Currency Revenue is defined as our total revenue with 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 MD&A for the years ended January 31, 2026 and 2025, which section is incorporated by reference herein.

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

 
                 Three months ended January     Fiscal year ended January 31, 
                 31, 
(in thousands    2026            2025           2026            2025 
of U.S. 
dollars) 
Total revenue 
 for the period          55,796         53,313         217,471         205,276 
Positive impact 
 of foreign 
 exchange rate 
 changes over 
 the prior 
 period                 (1,083)             --           (627)              -- 
Constant 
 Currency 
 Revenue                 54,713         53,313         216,844         205,276 
 

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 ARR 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 ARR assumes 
      that customers will renew their contractual commitments as those 
      commitments come up for renewal. We believe ARR provides a reasonable, 
      real-time measure of performance in a subscription-based environment and 
      provides us with visibility for potential growth in our cash flows. We 
      believe that increasing ARR 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 ARR translated at the historical exchange 
      rates from the comparable prior period into our U.S. dollar functional 
      currency. 
 
                                                    As at January 31 
(in millions of U.S. dollars, except percentages)   2026   2025   Change 
                                                    $      $      % 
ARR                                                 219.8  200.2   9.8 % 
Constant Currency Annual Recurring Revenue          214.1  200.2   6.9 % 
 
   -- Net Revenue Retention Rate and Constant Currency Net Revenue Retention 
      Rate: We calculate NRR for a fiscal year by considering all customers at 
      the beginning of a fiscal year, and dividing our annual subscription 
      revenue attributable to this group of customers at the end of the fiscal 
      year, by the annual subscription revenue attributable to this group of 
      customers in the prior fiscal year. By implication, this ratio, expressed 
      as a percentage, excludes any sales from new customers acquired during 
      the fiscal year, but does include incremental sales from the existing 
      base of customers during the fiscal year being measured. This calculation 
      contemplates all changes to ARR for the designated group of customers, 
      which includes customer terminations and non-renewals, customer 
      consolidations, changes in quantities of users, changes in pricing, 
      additional applications purchased or applications no longer used. We 
      believe that measuring the ability to retain and expand revenue generated 
      from the existing customer base is a key indicator of the long-term value 
      we provide to customers. NRR for the fiscal year ended January 31, 2026 
      was 103.8% (100.0% for the fiscal year ended January 31, 2025), 
      representing a year-over-year increase of 380 basis points, primarily due 
      to the impact of period-over-period changes in foreign currency exchange 
      rate fluctuations. 

Constant Currency NRR is defined as foreign-currency-denominated NRR translated at the historical exchange rates from the comparable prior period into our U.S. dollar functional currency. Management believes that Constant Currency NRR is a useful measure of operating performance to review and assess the Company's ability to retain and expand revenue generated from the existing customer base by removing the impact of period-over-period changes in foreign currency exchange rate fluctuations. The exclusion of this impact allows for greater comparability between reporting periods. Constant Currency NRR for the fiscal year ended January 31, 2026 was 100.9% (102.7% for the fiscal year ended January 31, 2025), representing a year-over-year decrease of 180 basis points. Higher-than-typical churn within our U.S. K-12 market resulted in a decrease of our NRR relative to the prior year. Excluding the K-12 market, Constant Currency NRR would have been 103.7%, which the Company views as a more normalized representation of the Company's performance in retaining and growing existing customers in Fiscal 2026.

   -- Gross Revenue Retention Rate: We calculate Gross Revenue Retention Rate 
      for a fiscal year by subtracting downgrades, cancellations and 
      terminations over the fiscal year from ARR at the beginning of the year, 
      and dividing the result by the ARR from the beginning of the year. For 
      clarity, the Gross Revenue Retention Rate calculation does not include 
      incremental sales from the existing base of customers during the fiscal 
      year being measured. As we continue to increase our product and service 
      offerings, we are providing more visibility into underlying customer and 
      revenue retention rates, in addition to our ability to grow revenue from 
      our existing customers. As a result, Gross Revenue Retention Rate is a 
      key measure to provide insight into the Company's success retaining 
      existing customers and is a key indicator of the long-term value we 
      provide to customers. Gross Revenue Retention Rate for the fiscal year 
      ended January 31, 2026 was 92.1% (93.5% for the fiscal year ended January 
      31, 2025), down by 140 basis points year-over-year. During Fiscal 2026, 
      the Company experienced higher-than-typical churn within our US K-12 
      market which caused a decrease in our Gross Revenue Retention Rate 
      relative to historical performance. Excluding the K-12 market, Gross 
      Revenue Retention Rate would have been 94.4%, which the Company views as 
      a more normalized representation of the Company's retention performance 
      in Fiscal 2026. During Fiscal 2025, the Company retired a services 
      subscription offering relating to curriculum design and now provides this 
      type of service through one-time professional services engagements to 
      customers. Excluding the $2.6M impact of this subscription retirement, 
      Gross Revenue Retention Rate would have been 94.9%, which the Company 
      reviews as a more normalized representation of the Company's retention 
      performance in Fiscal 2025. 

SOURCE D2L Inc.

/CONTACT:

Copyright CNW Group 2026 
 

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April 01, 2026 17:25 ET (21:25 GMT)

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