D2L Inc.

Good morning ladies and gentlemen and thank you for standing by. Welcome to the D2L Inc. fiscal 2024 third quarter results conference call. At this time all participants are in a listen only mode. Following the presentation we will conduct a question and answer session. Instructions will be provided to you at the time for questions. If anyone has any difficulty hearing the conference you may press star zero for operator assistance at any time. Listeners are reminded that portions of today's discussion will include statements that contain forward-looking information. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from a conclusion, forecast, or projection in the forward-looking information. Further, certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking information. For identification and discussion of such risks, uncertainties and factors and assumptions, as well as further information concerning forward-looking statements, please refer to the section entitled Forward-looking information. And the risks identified in the company's annual interim MD&A, or most recently filed annual information form, in each case as filed under the company's profile on CEDAR Plus at www.cedarplus.com. In addition, during this call, reference will be made to various non-IFRS financial measures, including constant currency revenue, adjusted EBITDA, adjusted growth profit, adjusted growth margin, and free cash flow. These non-IFRS financial measures do not have any standardised meanings prescribed by IRS and may not be comparable to similar measures presented by other public companies. Please refer to the company's MD&A for the three and nine months ended October 31st, 2023 for more information about these and certain other non-IFRS IFRS financial measures including where applicable a reconciliation of historical non-IFRS financial measures to the most directly comparable IFRS financial measures from our financial statements. This morning's call is being recorded on December 6th 2023 at 8 30 a.m eastern time And I would now like to turn the call over to Mr. John Baker, Chief Executive Officer of D2L. Please go ahead, sir.

Thank you, operator. And thank you, everyone, for joining our Q3 fiscal 2024 earnings call. We released financial results after the markets closed yesterday, which you can find on the investor relations section of our website at d2l.com. Please note that the results we're discussing today are in U.S. dollars. I'm joined this morning by Stephen Laster, our president, and Josh Huff, our CFO. I'm pleased to report it was a solid third quarter for the company. We made continued progress in three important areas. First, we're executing well on our balanced growth and profitability model, highlighted by accelerating growth in our recurring subscription revenue and improved operating leverage. Second, we continue to win flagship customers in our core markets as leading educational institutions and companies choose D2L to achieve their strategic learning goals. And third, We're winning and building momentum because we continue to make the right investment in our people and our products. Our work is allowing us to solve important challenges for our customers and differentiate from our competitors. And that excitement is extending into the corporate market as we launch D12 for Business, which is our offering to tackle critical upskilling challenges for companies globally. Stephen and Josh will expand on these themes in their remarks this morning. Now, turning our attention to the financial highlights for the quarter. Total revenue was up 8% year over year to $46.1 million, and this was led by 13% growth in our subscription and support revenue. Annual recurring revenue is up year over year by roughly $20 million, or a 12% increase to $180.1 million. Our gross margins increased by 300 basis points for the year to date to 67%, driven by significantly higher subscription margins of 72%. And our adjusted EBITDA of $4.4 million is a meaningful improvement for the nine-month period, an increase of nearly $8 million compared to the same period last year. In short, we're delivering well on our adjusted EBITDA, and we're now increasing our software revenue growth guidance for the year, both of which position us well as we look ahead to next year. I want to thank our people for their effort and commitment to achieving this balance of growth and profitability while staying focused on our mission to truly transform learning globally. I continue to spend considerable time in front of customers and prospects around the globe, and it's clear the work that we're doing has never mattered more. I recently had the pleasure of co-hosting D2L Connection customer events in Colombia and in the United Kingdom. It was inspiring to hear the ideas and the work that's being done across so many great organizations globally. These interactions continue to strengthen my confidence in the overall demand environment and long-term growth outlook for D2L. I would highlight three main takeaways. One, The work that we're doing to support the learning moment and learner engagement with Creator Plus addresses a real critical need to build highly engaging course content and customers are highly supportive of our approach. Two, the work that we're doing on our product roadmap around learning outcomes and competency-based learning in particular is in tight alignment with the thought leaders around the world. And three, there is also great alignment between what we're doing in artificial intelligence and the customer need. We're excited to bring the technologies that we have in development and early access, such as our AI-powered question generation tool, to wide availability later this year. Our focus and strategy of winning key markets globally is starting to build momentum and a real sense of user community where collectively we're tackling some big challenges. As examples, in our largest market, higher education, we're now number one in market share in Singapore, and we're now used by more students and teachers in the Netherlands than any other LMS. And in the United States higher education market, we've grown to be now number two in market share by enrollment, and we're winning about 50% of the time. This success is also showing in our user growth. There are now more than 18 million users on our platform. That's a big jump from 16 million users at the start of this year, as many new customers have gone live in the last two quarters. With that, I'm going to turn the call over now to Steven to provide more color on our go-to-market and investments in innovation. Steven, over to you.

Thanks, John, and good morning. As John mentioned at the outset, we're adding great new customers across our core education and corporate markets. In higher education, our strong competitive win rate continues to support healthy new customer growth. In North America, recent wins included Parker University, a private university in Texas that is a leader in healthcare education, clinical practice, and research. The flexibility of our platform to support multiple modalities was an important consideration as this institution emphasizes multiple delivery formats and learning environments. We're also pleased to be selected by the Royal Canadian Business College, which offers flexible, self-paced learning, and is known for incorporating simulation experiential learning, and modern technology in its course delivery. Internationally, our teams continue to build D2L's presence in key markets. In Brazil, we were recently selected by Unipar, a 50-year-old private university that serves 20,000 students across seven campuses. We're benefiting from an extended presence in India, as evidenced by the recent addition of Golgotha University, This institution serves more than 30,000 students and is highly ranked academically across a range of subjects. We continue to see a great reception to our offering in the region. Turning to our corporate market, we had several significant developments in the quarter as we build the D2L brand and customer base. First, we continue to drive awareness for D2L for business. the all-in-one corporate learning solution we announced in September. We've had early validation through several noteworthy wins. As you may have seen, Walmart Canada became a D2O Wave customer. We're thrilled to support their Live Better You program, which they describe as a complete game changer for their company and their associates. For eligible employees, Walmart Canada will pay 100% of their tuition, books, and fees for programs at top tier schools across Canada, which is all powered by D2L Wave and our growing network of education providers. Walmart wants to ensure associates are trained and equipped with the skills of the future so they stay and grow with the company. This relationship is off to a great start with high employee engagement and participation. And our UK team was excited to welcome the British Council, a 90-year-old organization that plays a leading role in English teaching and assessment globally. Our platform will support them in achieving their strategic priorities, which include delivering a mix of physical and digital presence as they extend their reach globally. On the development side, we're delivering on a robust roadmap of enhancements to existing offerings and broadening our portfolio of products, partners, and services. We're grateful to our team for their focus on our customers and on transforming the learning moment, while at the same time enhancing our productivity and our velocity. I would call out two important areas of investment. We continue to harness the state of the art of artificial intelligence in service of the learning moment. We recently provided early access to D2L's latest generative AI power technology that assists educators with suggested practice questions. And we also introduced an AI driven first line of contextual help and support embedded within the Brightspace virtual assistant. AI technology is evolving rapidly and D2L is moving quickly and thoughtfully to incorporate AI to support students and help faculty build higher quality learning experiences in less time. D2L is pleased to be known for its industry leadership in accessible teaching and learning. D2L has invented ways to make it possible for learners that are blind, deaf, or with other disabilities to participate equally with everyone else in the class. And that same work is making the learning experience better for everyone. The day the W3C released their latest accessibility standard, D2L was released our report showing 100% conformance with the new success criteria, making us the first company in the leading LMS providers category to achieve this. We continue to reinforce our leadership in this area with new tools and solutions to support customers in providing inclusive education. In summary, I'm pleased with the progress and execution across the company. We're helping more and more organizations reshape the future of education and work. We're also building a stronger and more profitable business. I will now turn the call over to Josh for an expanded discussion on the financials. Josh?

Thanks, Stephen, and good morning. I will briefly review highlights from the third quarter and year-to-date periods. Where relevant, I will reference non-IFRS measures and KPIs that we believe provide a more complete picture of our performance. As John mentioned, the Q3 results demonstrated our continued progress in balancing top-line growth with significantly improved operating leverage and profitability. Total revenue for Q3 was $46.1 million, an 8% increase over the same period last year. And Q3 subscription and support revenue was $41.5 million, a 13% increase over last year. This is the third quarter in a row of accelerating growth in our recurring subscription and support revenue. Annual recurring revenue, as at October 31st, 2023, increased by 12% year over year, from $160.3 million to $180.1 million. The sequential change from last quarter's ARR was negatively impacted by the strengthening of the U.S. dollar relative to the company's non-U.S. dollar contracts, which reduced reported ARR as at October 31st by approximately 3.1 million relative to the ARR balance reported as at July 31st, 2023. We continue to focus on growing ARR through a balance of new logo acquisition and existing customer expansion. Professional services and other revenue decreased by 24% year over year to $4.7 million for Q3. As we discussed last quarter, the services revenue in fiscal 2023 included a large engagement that wrapped up at the end of last year. From time to time, we can expect to see similar large projects come through, which can create some lumpiness in services revenue. As we continue to onboard new customers and help existing customers through their digital transformations, professional services continue to be an important differentiator. A key financial highlight this quarter was the increase in gross profit and gross profit margin. Adjusted gross profit, which removes non-cash stock-based compensation expenses, increased by 11% to $30.7 million in the third quarter and by 12% for the year to date. We're especially pleased with growth in our subscription gross profit of 18% relative to Q3 of prior year. Looking at the margin performance, adjusted gross margin grew 300 basis points year to date from 64.2 to 67.2%. The biggest factor is higher gross margins on subscription and support revenues, which rose from 68% to 72% for the nine month period this year. This growth reflects further progress with cost optimization in our cloud technology and service delivery. Quarter over quarter in Q3, our subscription and support gross margin dipped slightly relative to Q2 in line with the academic calendar year. Improved operating leverage is another important highlight this quarter. Total operating expenses in Q3 were $32.3 million or $31.4 million after accounting for one-time non-recurring expenses, effectively in line versus the $31.1 million in the same period last year. As we continue to grow our revenues, we are realizing the benefits of scale in our operations via productivity and efficiency gains. The combination of revenue growth, stronger gross profit margins, and cost optimization drove a meaningful year-over-year change in adjusted EBITDA. We reported a positive adjusted EBITDA of 2.1 million in Q3 compared to an adjusted EBITDA loss of 0.4 million last year. And adjusted EBITDA was positive 4.4 million for the nine month period, an increase of 7.7 million from the same period last year. Further, these improvements are demonstrated in our improved cash flows year over year. On a nine month year to date basis, cash flow from operating activities increased to 21.2 million, a 12.1 million increase from the same period in the prior year. At quarter end, we had no debt and 123.1 million in cash. Our strong balance sheet and positive cash flow affords us both stability and the flexibility to make disciplined growth investments, both organic and inorganic. In terms of near-term capital allocation, Yesterday, we announced we are initiating a normal course issuer bid through which we can acquire up to approximately 1.3 million subordinate voting shares over the next year. We believe the market price of the shares does not fully reflect the underlying value of the business and that a share buyback is an effective use of a portion of our capital. Lastly, with our Q3 results, we updated our fiscal 2024 guidance. Specifically, we have maintained our total revenue guidance in the range of $180 million to $182 million. We increased subscription and support revenue guidance to a range of $161 million to $162 million. Growth of 10% to 11% over fiscal 2023 versus previous guidance of $159 million to $161 million. We reiterate our adjusted EBITDA guidance in the range of 6 million to 8 million and expect to land in the top half of this guidance range. In summary, I'm grateful for the work of all D2Lers as we continue to demonstrate strong top line and bottom line performance and sustain our momentum as we track towards our medium term targets. We appreciate your interest in D2L. With that, we'd be happy to take your questions. Operator?

Thank you. If you would like to ask a question, I ask that you please press star followed by one on your telephone keypad. If you change your mind any time, please press star then two. We have our first question on the phone lines from Daniel Chan of TD Cowan. Your line is open.

Hi, good morning. You mentioned that the subscription gross margin trended down a little bit, core of core aligning with the school calendar. Just to be clear, is that a result of just higher usage as students got back into the classroom?

Yeah, that's right, Dan. Effectively, as learners return, there's a higher utilization of the system, and we saw that in Q3 relative to Q2.

Okay, that makes sense. And then also you called out the ARR FX headwind quarter over quarter. Does this suggest that the mix of new ARR skews heavily towards international? Just any color on that would be helpful.

Yeah, no, it doesn't suggest a change in mix so much as you can see in our revenue disclosures, about 40% of our customers are non-USD. And so when you have a pretty significant movement in the strengthening of the USD, Over a 90-day period, there's an impact on the reported ARR. So not so much a change in mix as just the impact of foreign exchange in the last 90 days. Okay, thanks for that.

And then maybe finally on the Walmart win, any color around that, the potential size, who you're up against, and any reasons why they said you won that contract. Thank you.

Yeah, I think with that particular opportunity, they've become a D2L Wave customer. They're supporting their Live Better You Canada program with D2L Wave. So it's a similar program that was rolled out in the U.S. through another partner. They have their guild. And we can't comment on the terms of the deal, but they're a great new customer. We're really pleased to be supporting them in this major upskilling initiative, which covers their entire employee base across Canada and And as you can imagine, these are pretty critical skills to help them continue to open up stores and to expand and to grow and to support that internal promotion pathway. And we hope to see more of these in the future. Great. Thanks.

I'll pass the line. Thank you.

Thank you. We have the next question from Maxim Mashinsky from RBC Capital Markets.

Yeah, hi. I just wanted to touch on D2L for Business. I'm wondering if you can elaborate on that. Is this kind of the next iteration of D2L Wave or something else entirely? Maybe you can comment on how the overall corporate strategy is working.

Yeah, so this is actually a nice integration of the corporate strategy. So what we're doing with D2L for Business is pulling in not only D2L Wave, which is providing an upskilling platform for these companies, such as the Walmart example, where they can tap into our academic network to support skills being developed through academic programs across the country. We're also providing a learning platform to support internally developed programs that they may be offering to their people or perhaps curating content from third parties as part of that platform, mapping out skills such that we understand what the career pathway is going to look like for individual employees and aligning the right either upskilling through internally developed, externally curated, or through this academic network. And really importantly, being able to help them build custom programs to support that rapid development of their people to help them fill the most important gaps within their organization. So it's bringing to bear all of these things in one solution. That's pretty exciting for these clients because all of a sudden now they have one system to manage all their upskilling across the organization versus having to think about supporting this in dozens of different technologies as they would today.

Okay, great. And maybe on Creator Plus, I mean, can you maybe provide an update on the add-on adoption that you're seeing there in terms of the patch rate?

Maybe an awesome opportunity for you to increase that attach rate in your existing customer base Yeah, we're seeing a nice adoption and more importantly the adoption is leading to greater and stronger student outcomes when courses are built with creator plus We're pleased with the progress that we're making we're going to our roadmap has us continuing to build out and enhance the feature set of creator plus and And we're excited for its continued growth into the future. Early customer response has been outstanding to it. And we think it's going to continue to be an important part of the portfolio into the future.

Yeah, just to build a couple of examples on that. Oh, sorry. Just building a couple of examples on that. You know, we have one virtual school announced that they I've seen a tripling in the completion rates for their courses now that they've rolled out Creator Plus. And another university that's just announced that they've seen the number of students getting As and Bs have gone up dramatically using courses that were built with Creator Plus. These types of academic improvements are very meaningful in terms of building the right engagement with students at a time when engagement is at an all-time low. So very, very important work being done there. Really proud of the team for that effort.

Okay, great. And maybe just final one for me, just stepping back, have you noticed any deterioration in the higher education, RFP environment, or longer sales cycles recently, or is everything fairly consistent from what you're seeing in the environment in the last few quarters?

Yeah, I think as we've talked about in the past, there are certainly some sales cycles that remain somewhat elongated. That said, we took a hard look at our data across all of our markets and it's showing positive signs year over year. We continue to see a healthy RFP environment within higher education and deal flow this year. And recognizing that's against a very challenging macro environment. But with 40% of North American higher education still on legacy platforms and over 80% globally, We definitely see ample room for good growth here. And I also really believe that the team has done a lot of good work over the last number of years to make sure that we've got the winning offering, that we're meeting the needs of these clients that are coming to market today and we're helping them really truly not just digitize but optimize for better outcomes and deliver true transformations in their offerings. And those better experiences are leading to better online offerings, also better class experiences. and getting the right mix for non-traditional students as well. And I think that's why our win rate in the U.S. in particular is up over 50%. And globally, we're starting to take over, in certain countries, number one market share positions for the leading institutions in the countries. I'm excited. To your point, the demand's not bounced back to where it was pre-pandemic, but it's still showing positive signs.

Okay, thanks, I'll pass the line.

We now have Christian Sobre, Serve 8 Capital. You may proceed.

Hi, good morning. John, on your travel, when you go to areas of Colombia or the UK internationally, I'm assuming you're meeting with largely higher-ed customers or prospects there, and is there any trend you could comment on on their level of urgency or willingness to upgrade their systems? Because you commented that 80% of these markets can still be on legacy platforms.

Yeah, and I guess this is where it ties into that last question too. While we're not seeing a huge increase in the number of RFPs, the conversations with the clients are telling me that their shift to building out online programs have never seen more urgency. You know, when I'm down in Latin America, for example, many of the schools that I'm talking to might have had 1% of their offerings online. Now they're trying to strive towards 30%, as an example. Many of the clients that I'm visiting with these events are not just in higher education, by the way, too. We're seeing a lot of corporate clients. We're seeing some of our K-12 clients. And so we're getting a broad view of what's happening globally. And across all of these markets, it's very clear that they're struggling with key challenges within their organizations around engagement and the shift to online, and they're looking to us to help solve some of those challenges. And I would say there's also a universal, no matter where I've gone in the world, around embracing our AI strategy. So being very purposeful about how we do it, making sure that we protect the data for the institutions as we roll out this technology, making sure that we bring faculty along or bring along the company in terms of their acceptance of this technology. It seems like our team is doing a very good job at rolling these things out as early test environments and then driving for broader adoption with general availability later this year. I feel like that's tracking well relative to client expectations, all of which seem to want to invest in artificial intelligence to help support the learning moments.

Okay, great. And then a second question I'll ask is on the net dollar retention rate. I know this is disclosed more formally with the year end reports, but is there anything you could offer now on trends into calendar 24? And which areas there, whether it's user count increases or new modules being sold through, you know, what's been helping with those trends?

Yeah, for sure. As you mentioned, we report annually. But yeah, we've seen sort of a similar trend line as you've seen in the past. Continues to be a focus of ours to add additional products and features and seats and offerings to our clients to add more value. And you'll hear more about that at the end of Q4 when we report.

That's great. Thanks for taking my questions and I'll pass the line.

Your next question comes from Doug Taylor of Canaccord. You may proceed. Your line is now open, Doug.

Yeah, thanks. Good morning. Q4, your fiscal Q4 and Q1 have typically been the strongest period for ARR build over the last couple of years. I think you usually attribute that to budgetary cycles. As we stand here partway through that period with now increased contributions from D2L for business and from international markets or outside of the North American education market, should we still expect that same seasonal pattern here to unfold?

I think in terms of the overall demand that we're seeing in the market, Doug, it's still you know, relatively strong given the macro conditions. You know, we are looking at a good back half of the year in terms of as we've talked about in the past. But that said, you know, the variability from quarter to quarter is still there in terms of when we're adding ARR. So we'll probably have more to report on that at the end of Q4 as we don't guide on ARR today.

Okay. I think most of investors are happy to trade a dollar of professional services for a dollar of software, as we saw here in Q3 and is implied in your guidance. With that said, as it relates to professional services, we've now seen negative year-over-year comps for that segment here for, I think, the last four quarters. Should we assume from that then that the challenging comps from this business related to some of those large programs and projects that we had in years past is now behind us and we should begin to see that line item track more to the overall corporate growth rate?

Yeah, I think that's a good way to think about it. As we've said before, last year we benefited with some very large professional services work that we're grateful for. Our professional services capacity, I think, is very much in line with the business's growth and is an important differentiator in terms of the offering. And so, I think we're in a very good position with PS at the moment.

Okay, maybe one more question potentially for Josh. There's some substantial expenses at one time related to workforce optimization in the quarter. I just wanted to clarify, I mean, is the cost related to these sorts of initiatives now complete, and have we fully realized the benefits as that reflected in the margin profile we've seen in Q3 and is implied for Q4?

Yeah, I mean, we have taken the actions we believe that makes sense, both to strategically invest and manage the business for balanced growth. Uh, as you said, you've seen some of those one-time costs reflected. I'll let Josh add some detail, but we think we are operationally set up quite well, uh, for the upcoming year. And we're very proud of our team for really pulling together and helping to buy it guide this balanced growth execution. Josh.

Yeah, just to add to that, I think we've been talking for a few quarters now about sort of an OpEx flat environment for the next little while. And so you kind of saw that in Q3, whether it be quarter over quarter and sort of normalizing for Q2's fusion expenses or whether it be looking year over year at Q3 of last year. So you can sort of expect this OpEx environment that we're in now looking forward.

Maybe to put that another way, just some understanding that the restructuring or workforce optimization is just related to rebalancing some of the focus or the priorities in terms of spending within that OpEx envelope. Is that a fair assessment and that is now substantially complete?

That is a fair assessment, and we've really set up our spending and our teams and our operational focus to drive the key priorities and strategies of Balanced Goods. And that work has been done. Okay.

Well, thank you for clarifying. I will pass the line. Good quarter. Thank you.

We now have from BMO Capital Markets. Your line is open.

Hi, good morning. Just regarding the Walmart Canada win, would that be the largest win to date for D2L Wave? And also, can you expand more broadly on the pipeline and opportunities you're seeing for Wave in general?

Thanks. It's the largest corporate client that we've got utilizing Wave today, correct. But it's not the largest win yet for Wave. And we do have a good solid pipeline of lots of other early-stage corporate clients that are working their way through and showing good progress against the model being deployed within not only Walmart but within others in terms of the uptake with employees and good conversion rate between wanting to take the programs and actually registering and going through them. So upskilling, I think, is going to be a big trend for a lot of companies globally for a long time as we tackle all these big challenges, whether it's digitization, green economy, AI. There's a long list of big disruptions that have been impacting a lot of companies across many different sectors, and we're very focused on solving those challenges through this partnership model versus every company trying to figure out how to build their own upskilling programs for every employee within every role. We believe that this network of academic partners can do a really good job. And as you know, upskilling isn't just watch this video and read this content. Building out a network of peers that are experts in that domain globally matters greatly. And this is why these education partners are such a great asset for these companies and helping them with their upskilling strategy.

Great. And can you do this on K-12 with respect to how adoption's progressing with your existing customer base and what the pipeline looks like there. Is it generally kind of, you know, larger, lumpier opportunities? Is that going to remain the case in terms of how that market looks? Or what would be your thoughts on that? Thanks.

Yeah, well, actually, our K-12 adoption team is here today. I was actually chatting with them before the earnings call. They're quite excited about what they're seeing in terms of adoption within our client base in K-12. We're also working on sharing some of those strategies with other parts of our company in terms of our higher education adoption strategies and corporate adoption strategies. And generally speaking, what we're seeing with our K-12 clients is a real struggle with the same issues, engagement, students that are progressing without actually having the skills that are needed. And so they're in looking for better solutions to help with the learning loss that may have occurred during the pandemic, which showed up in the PISA results yesterday, by the way. And also trying to figure out how to drive real engagement, both in the traditional class, but also for the virtual schools that are operating globally. And then we're very fortunate to have some really good clients that are trying to solve these challenges across the world. So we get a good point of view in terms of what's happening in the Middle East, Africa. We're getting a good point of view what's happening in the US and Canada and other regions globally. I still think we're at early days in terms of K-12 adopting this type of technology. There's still a lot of pushback in terms of wanting to do it traditionally. But I do think us playing a role with the leading large school districts, the largest school district in the US, the large implementations in Canada, many other different markets around the world positions us well to be a leader in that space in some sub-segments, if you will, globally. So I am so bullish on what we can do, especially the virtual schools, the large districts, the school districts that care deeply about improving educational outcomes, and that adoption team is doing a good job in terms of driving the adoption within our base.

Great. I'll pass the line. Thanks.

Your next question comes from Brian Peterson of Raymond James.

Hi, thanks for taking the question. So, John, it sounds like you're getting a decent amount of frequent flyer miles there, but I wanted to understand, as you're getting in front of international customers, how are they thinking about maybe that core LMS replacement? And I know the adoption there of modern solutions has lagged, or is this discussion also in kind of these non-traditional use cases? Because I know that's come up a lot more domestically, but I'd love to get the perspective on how they're thinking about investing in maybe core LMS versus non-traditional as we think about international markets. Thanks, guys.

Yeah, that's a great question, Brian. I think we're seeing actually pretty universal demand for non-traditional not only in the U.S. and Canada, but also globally. It's where many of the sharp presidents and provosts and others that I'm talking to are aligning around in terms of where their future growth is going to go. You know, talking with a number of different institutions about trying to see that number for non-traditional students, you know, doubling, tripling, quadrupling, 10x-ing. And so that is a big area for us as we continue to expand. And interestingly, we're actually winning those RFPs for continuing studies or non-traditional learning for the workforce training, if you will, from clients that are actually running a competitor solution for on-campus because we have such a better solution for that type of an experience for fully online for these adult learners. And I'm actually quite bullish about what we could do there. The combination of our learning platform, the course merchant acquisition that we did to make it easier for them to register for these courses is a very compelling offering in that space. I also think, you know, the mix of students' demand on campus has also changed radically around the world. If you look at the data, we're seeing the demand for face-to-face bounce back, as you would expect. We're seeing remote going way down in terms of not a lot of people are wanting to do these courses via Zoom anymore. And we're seeing the demand for online, so high-quality online offerings going way up. And the expectation for students is that they'd be able to take a mix of on-campus and online at the same time. And again, that positions us really well because we meet that market demand much better than any of our competitors. supporting this mix of all these different use cases on campus. So I think we're well positioned on that front. And then when it comes to things like competency-based education, I still think we're in the early days where a single-digit percentage of our clients are really embracing this. But a good example would be when I was in Columbia not that long ago, one of our clients there said, we're moving away from looking at grades. We're now just focused on helping students achieve the program outcomes. that we're all trying to help them achieve. And that was sort of like a breakthrough moment where all of a sudden people are going, yes, celebrating that globally, going that's exactly what we need to see in education is us shifting the model to really focus on the impact of the learning experience, not just whether they passed or failed a course. And I think these types of efforts will help us drive not only adoption within the legacy market that exists out there, so 80% internationally, 40% here locally, But it will also, I think, spur sort of the next wave of disruption that comes, you know, over the course of the next few years as more and more institutions look to move up that adoption curve.

I appreciate the call. Thanks, John.

Thank you. We now have John Shires of National Bank. Your line is open.

So the international market has been a big growth driver for the company, and John, you already talked about the opportunities out there, but any additional callers can share with us regarding the sales cycle, the competitive landscape, the typical deal size, and any other aspect of the market that should be available?

I think it's actually very similar. So, you know, very similar set of competitors globally, very similar sales cycle. What's interesting in some of these markets is that they're ready to sort of leapfrog. They want to implement all the technologies. They want to try implementing everything from artificial intelligence to adaptive learning to competency-based education. They want to move to where the puck is going, not where it's been. And so I think that positions as well as we look at many more of the leading institutions globally trying to make that shift from traditional legacy technologies to a really great cloud platform that helps usher in the future. And again, as I said in my opening remarks, in many of these different countries that we're putting a focus on, we're now taking over number one market share position, whether it's you know, overall in all of higher education, or in some cases we're, you know, we're winning the, you know, more than half the top universities in the country, and then we're kind of moving down. So it's, you know, it's very good. And I would say, you know, international is going well, but I think North America is going good too. You know, it might be a bit more of a mature market, but our win rate is now up over 50%. And that's a really positive indicator in a very competitive market. You've got to continue to remember that the U.S. is our most competitive market, and we're winning more than half the time now.

Yeah, maybe just to add to that, if you see in our note disclosure, there's a split on geography. And so there'll be foreign exchange as well as professional services variability at any given point in time. And so we continue to, when you sort of normalize for that, you see North America in sort of a high single-digit, low double-digit growth rate, and you see the rest of the world in a mid-teen, high-teen sort of environment over the medium term.

Okay, thank you. And the operating cash flow has been strong this quarter. So, Josh, could you talk about the working capital outlook for Q4, and how is it going to impact the cash flow next quarter?

Yeah, certainly. Yeah, we've been pleased with the operating cash flow year to date. I think you're starting to see that balanced growth momentum show. Q4 has historically been a modestly negative operating cash flow quarter. We expect to see progress year over year, and we think we'll end the year in a really good spot as we look forward.

Thank you. I'll pass along.

Thank you. We now have another question on the line from Suzanne from .

Good morning, gents. I wanted to touch on the healthy pace of AR growth this quarter. Could you comment on what the mix of expansion versus net new business was that was secured in your quarter, and how is that compared to what you've seen in prior periods?

So again, we did have some headwinds in terms of ARR ads this quarter in terms of FX. And if you look at the overall, year over year, we're about 12% up, or about $20 million, which is, I think, a solid performance. So ARR ads are tracking well for the year. I feel like we're making good progress there. And then your question around NRR, around a third is coming from upselling or additional add-ons for existing clients, and about two-thirds is new logo. So, which is, I think, fairly consistent with our history.

Okay. Okay, great. Thank you. And, you know, with respect to, you know, adoption of some of your more premium offerings, like Creator Press and Performance Plus, How has that been trending with respect to both expansion activities and new deals, just in terms of what the attach rates look like?

Yeah, it has a nice blend in both scenarios. Existing customers, as John pointed out, are really uptaking it and really seeing very positive results in terms of student success and engagement. And certainly it plays an important role in our new deal offering. So we're pleased with the role that it's playing, and we also see

lot of growth potential uh for in the upcoming year but make some nice progress all right perfect um and there's one last question for me just on you know capital allocation priorities um um you know with some obviously the focus now with the ncib um how do you guys see m a um sitting as part of your broader capital allocation strategy and And with respect to that, what are your priorities for potential acquisitions looking ahead?

Yeah, for sure. I can start and then Stephen, you can certainly add some additional detail. We launched the NCIB, as you mentioned. We think that's the right approach today in this environment. And as we look at sort of capital allocation go forward, In the near term, we're really focused on making the right investments organically and inorganically, to your point, to capture the market opportunity and continue to operate in this balanced growth model. And certainly our balance sheet and the positive cash flows that we just referenced reinforce our ability to do that. But Stephen, maybe I'll pass it over to you for additional color on the M&A.

Yeah, and from a strategic standpoint, as we've said before, we remain committed to transforming the learning moment. You've seen us both organically do that by things such as Performance Plus and Creator Plus and D2L Link. As we think about M&A, it's really central to that strategy, opportunities to acquire solutions that fit into our platform nicely, that solve our customers' opportunities and problems, and that allow us to really continue to harness technology for better teaching and learning outcomes. We are actively in the market looking, as we have said, and we'll make decisions based on those and obviously based on the financial profile of the opportunity.

Excellent. Thank you for taking my questions. I'll pass the line and congrats again on the quarter.

Thank you.

Thank you. Thank you. Thank you. I'd like to hand it back to John Baker for any final remarks.

Well, thank you, operator, and thank you, everyone, for joining us on today's call. We're looking forward to updating you following our Q4 results. Have a great day, everyone.

Thank you all for joining. I can confirm this does conclude today's conference call with D2L. You may now disconnect your line and please enjoy the rest of your day.