D2L Inc. (DTOL) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of D2L Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to the President, CEO and Founder of D2L Inc., John Baker. Mr. Baker, the floor is yours.

Thank you, operator. Good afternoon, ladies and gentlemen. Welcome to the Annual Meeting of Shareholders of D2L Inc. Particularly excited today as this is our first time doing this as a public company. I'm John Baker, I'm a Director, President and CEO and Founder of the company. This year, the meeting is being held as a virtual meeting. The people who are going to be speaking today are not all in the same physical location. So for this reason, I will pause from time to time to allow coordination from the different locations. Given the virtual format of today's meeting, we request that shareholders or duly appointed proxy holders who have specific comments or questions on a formal item of business to make such written submissions now, clearly identifying the applicable item of formal business. During the course of this meeting, at the appropriate time, such submissions will be brought forward by the meeting moderator, Craig Armitage as addressed prior to voting on the applicable motions. Following the formal business of the meeting, we will have a short management presentation followed by a question-and-answer session. If you have any questions, not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time, and we will do our best to ensure that such questions are addressed following the conclusion of the meeting, and you can submit questions by clicking on the message icon, typing in and submitting your question. We have 3 matters of formal business to conduct today. First is the presentation of our fiscal year 2022, financial statements. Second is the election of directors; and third is the reappointment of the company's auditors for the upcoming year and the authorization of the directors of the company to fix such auditors remuneration. While the practice generally adopted as a shareholder meeting is for a motion to be made by one person and second to buy another, such a process is not necessary in all cases. In light of the current context of this virtual meeting, we're going to forgo having seconders for the formal business specified in the notice of this meeting. The meeting is now called to order. In accordance with the company's bylaws, I will preside as Chair of this meeting, and Anna Forgione, Chief Legal Officer of the company, will act as the Secretary of this meeting. I will hereby appoint Computershare Investor Services, Inc. through its representatives to act as a scrutineer for the meeting. I would now ask Anna to report on certain procedural matters. Over to you, Anna.

The notice calling this meeting, together with the form of proxy Management Information Circular and annual report containing the financial statements of D2L for the financial year ended January 31, 2022, and the auditor's report thereon, have been properly sent to each requisite recipient. Additional copies of these materials are also available online on the company's SEDAR profile at www.sedar.com and on our company's website. I will dispense with the reading of the notice of meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present or represented by proxy. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder, you are using your control number to log into the meeting and you accept the terms and conditions, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy, you do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote. The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we'll provide a few additional moments to you to enter your votes.

Thank you, Anna. I now declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of meeting received by Computershare Investor Services, Inc. and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year 2022 and the auditor's report thereon. We will dispense with the reading of the auditors' report. The next item of business is the election of directors. The number of directors to be elected at this meeting is 6. May I please have management's nominations of the candidates for election to the Board?

I nominate each of the persons specified in the management information circular delivered with the notice of meeting, being John Baker, Tim Connor, J. Ian Giffen, Robert Courteau, Tracy Edkins, David L. Johnston to serve as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.

As the company did not previously receive time and notice of any further nominations of persons for election as directors of the company as required by the advanced notice provisions of the company's bylaws, I declare the nominations closed. Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

I'll pause for a moment to allow for questions to be submitted. John, I can confirm that we have not received any questions from shareholders specifically on this item.

Thank you, Craig. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot or by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it's not necessary to vote again on this ballot. The next item of business is the reappointment of the auditors of the company. May I have a motion on this matter?

I move the KPMG LLP be reappointed as auditor of the company until the close of the next Annual Meeting of Shareholders or until a successor is appointed that the Board of Directors be authorized to fix the auditor's remuneration.

Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

I'll pause for a moment to allow for questions. I can confirm that we have not received any questions from shareholders on this item, John.

Thank you, Craig. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. And if you have previously submitted a completed proxy, you will have voted in respect of this item of business, and it's not necessary to vote again on this ballot. The polls on all items of business will remain open for another 30 seconds. For those of you who have not yet voted on all of the items of formal business, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect of the formal business, and it's not necessary to vote again on these ballots. We'll take a few seconds before the 30 second is up here, folks. [Voting]

Okay. I can confirm the polls are now closed with any comments from a moderator, there any exception to that. And the scrutineer has tabulated the results. I'll pause here for a second just to make sure there's no mistake in that from the moderator. Or Craig, you can confirm that as well, too, if that's appropriate?

Confirmed.

Excellent. I am pleased to confirm that the scrutineer has reported to me that all matters put to a ballot have been passed with the requisite level of shareholder approval. As a result, I hereby declare the nominated directors elected and the auditors reappointed, with the Board being authorized to fix such auditors remuneration. I also can report that further to our majority voting policy, each nominated director received more votes in favor of their election than votes withheld. A press release disclosing the director election results will be disseminated and a report disclosing the number of votes cast in favor or withheld from voting. Each item of business at this meeting will be reported as part of the report of voting results to be filed on SEDAR promptly following the meeting. As there is no other business that may be properly coming before this meeting, I declare the formal portion of the meeting terminated. Thank you. I will now proceed with management presentation following the presentation, I will take questions. I'll take a second just to have Craig queue up the presentation slides. Thank you, Craig. Now I want to share an update on the progress of the business in fiscal 2022 last calendar year and the first quarter of fiscal 2023. I will also speak briefly about detailed strategic priorities in the coming years. As you can see by this disclaimer, today's presentation may contain forward-looking information. As many of you know, I found D2L in my third year of university with a big ambition to transform the way that we learn. I challenge myself to find the most important problem that I could solve that would have the biggest impact in the world, and I couldn't think of anything bigger than transforming learning. After all, it's the foundation for all progress. More than 20 years later, that ambition is stronger than ever, thanks in part to our much bigger team at D2L and to the hard work of our people over the years. And last year was particularly transformative for the learning and also for D2L -- simply put in need for digitally enabled learning has never been greater. In our education markets, our customers are using D2L to personalize learning both in class and online, helping to attract and retain more learners, tackling learning loss from the pandemic and delivering better learning outcomes. Today, we serve well over 700 educational organizations, including some of the largest and most prestigious in North America and globally. In our corporate market, employers are using D2L to meet the pressing need for upskilling their workforce. We're helping more than 400 customers set themselves apart as they compete for talent from better onboarding experiences that help people get to productivity faster to modern competency-based upskilling that helps retain talent and equip them with the skills they're going to need for the future. Through these customers, D2L now reaches more than 15 million people with clients in over 40 countries. Now the start of the show is D2L Brightspace. It's an award-winning learning innovation platform that's used in K-12, higher education and corporate learning environments. Brightspace supports all these markets in all stages of digital adoption, which makes us very unique relative to our competition. There are 3 stages to digital adoption. Most clients start using D2L to digitize the classroom that includes everything from content delivery, assessment and giving feedback. The next stage is optimizing, leveraging technology to support better outcomes. For example, taking advantage of our artificial intelligence to spot risk or leveraging interactive tools to engage learners and inspire them. And ultimately, we have clients that are leveraging D2L to transform the experience, making learning more flexible, personalized, accessible and all of this at scale. D2L is laser-focused on helping our customers move up that technology adoption curve, and we continue to invest in the innovations that build exceptional learning experiences and that support this core objective. And I should say, I just got back from a trip to Colombia where -- this is not just a phenomenon that's happening here in North America. I was visiting with a number of the top universities in that country, and it's very clear, they're moving quickly on this adoption curve to get to a point where they're truly transforming the experience using these new models of learning like competency-based education to have a real impact on transformation and also to support better learning outcomes, better retention and better engagement with their students. This is going to be a worldwide phenomenon. Fiscal 2022 marked our debut also as a public company on the Toronto Stock Exchange. We completed our initial public offering in 2021, end of November, raising the proceeds of the company, we've managed to pull in CAD 93 million. This provided us with a fortified balance sheet to pursue our growth strategies. Fiscal 2022 revenue rose to USD 151.9 million, achieving our target of 20% growth for the year. We also added $25 million in new annual recurring revenue representing a 19% increase in comparison to the prior year, and we ended the year with USD 154.5 million in annual recurring revenue. Lastly, our commitment to serving and supporting customers helped us achieve a net revenue retention of 107%. This is a strong result, and we are emboldened by the fact that we are at the early stages with our upselling strategies as we continue to invest in new offerings to make the learning experience better with our clients. We're seeing great momentum across our markets with customers investing in better learning experiences in the class and in online. During fiscal 2022, we added more than 180 new customers, up over 19% over the prior year to more than 1,150 customers at the year-end. In higher education, the largest comprehensive system of universities, colleges and community colleges in North America, the State University of New York chose D2L to deliver its next-generation digital learning environment. The need for a modern learning platform remains top of mind with educators and leaders across the higher education landscape, and D2L is well positioned to build on our success in this market as our win rate continues to improve. In K-12 which is largely a greenfield market opportunity globally, we continue to win important new customers. Notably, we were thrilled to add British Cloumbia's Ministry of Education, which selected D2L Brightspace to serve up to 670,000 learners across the province. And in our corporate market, we're also helping quickly the list of employers that are transitioning to the future of work. Last year, Canada School of Public Service selected D2L Brightspace to support the ongoing education and professional development at all levels and departments across the Canadian public service. With D2L, Canada School is implementing the first enterprise-wide modern cloud platform in the entire public service, and we're seeing similar progress in other countries around the world. We see a substantial runway for growth across the corporate market. I spend a lot of time talking to business leaders, and I can't recall a period when the topic of talent acquisition and retention has been more front of mind. Given these challenges, organizations are increasingly investing in technology tools for better onboarding experiences and more modern competency-based skilling that helps to retain and engage talent. Now we've offered a world-class service, outstanding support and innovation. These are key success drivers for D2L, and we'll continue to lean into investments here to enhance and expand our platform to bring even greater value to educators, employers and learners. One recent example of how we continue to lead the market is in our innovation and how we use artificial intelligence. For example, to generate closed caption videos in multiple languages and to automatically stream them on different types of devices, it makes it very easy for anyone to engage learners with video, to create experiences that are going to inspire them to achieve more. We know that we're building great products, but it's also helpful to be recognized as best-in-class by external parties. Recently, we're proud to announce that Brightspace as a finalist and/or award winner in 9 categories, including best learning management systems and best personalized learning solution at this year's Software & Information Industry Association and CODiE Awards. This is the industry's only pure recognized awards program. In fact, last night, we were honored to make -- take home, if you will, the CODiE award for the best customer education LMS with winners in more categories to be announced this evening. Another great example is Creator+ where we've just gone into early access. And what we're doing with Creator+ is making it really easy for faculty and for learning and development individuals or subject matter experts to use the beautifully tracted design templates, the interactive practice sector sizes, video capture to craft really engaging and inspiring learning experiences to help those students achieve more. I'm excited about that new offering, and I'm looking forward to the feedback from customers as this continues to roll out through the year. We released our Q1 financial results yesterday and hosted a publicly available conference call this morning which you can find on our Investor Relations website at d2l.com. The following slide here gives you a snapshot of our Q1 performance year-over-year. I would encourage you all to review the press release and conference call for the detailed review of the results. At a high level, it was a solid start to fiscal 2023. Our total revenue was up 21% to almost USD 42 million for the quarter, and our Q1 annual recurring revenue increased by USD 23 million or over 17% for the same period last year, and we ended the quarter at USD 159.3 million in annual recurring revenue. We're also pleased to see even faster growth in our gross profits, which was up over 26% over the last year. Lastly, we had a strong balance sheet at the end of the quarter with cash of over, sorry, I wish it was over $900 million over $98 million. And with no debt, and please keep in mind, Q1 is our seasonal low for cash. Overall, we continue to see healthy demand environment as more schools, universities and businesses invest in digitally-enabled learning consistent with the view that we've had since the IPO. Our conversations with academic and business leaders reinforce the pressing need for investments in better learning experiences. During past economic cycles, our business has benefited from the resilience of our end markets. And our expectation is that investments in improving learning outcomes will be largely unaffected by the macro conditions. In fact, in the corporate setting, labor market tightness is emphasizing the importance of onboarding and upskilling. This intense competition for talent bodes well for our corporate business, it's acting as a tailwind. And as we work to capture the market demand, there is, I'd say, fierce competition for talent as we face a headwind as it's taken us time to build our sales and marketing capacity globally. Nevertheless, we're competing well in the circumstances and scaling the team and that's supported by our mission-driven culture and with the help of Brightspace to support an exceptional onboarding experience. These delays, along with the impact of foreign exchange have affected our revenue growth outlook for fiscal 2023, which is reflected in updated guidance we provided with our Q1 results. We now are expecting total revenue in the range of USD 175 million to USD 178 million, implying year-over-year growth of 15% to 17%. Now I want to be very clear, this is not a reflection of the market opportunity changing. The market dynamics we have talked about remain very strong and we're excited about the opportunity that sits in front of us. As we outlined in our IPO, we're also investing for growth given the positive market backdrop. This is reflected in a higher adjusted EBITDA loss of minus -- sorry, higher adjusted EBITDA loss of $1.5 million in Q1 2023 compared to an adjusted EBITDA loss of just $100,000 for the Q1 of last year. Free cash flow for Q1 was negative $16.2 million, an improvement from negative $19.9 million in the prior year. Cash flows from operations generally have a seasonal low in the first quarter of each year at a feasible high in the second and third quarters due to the contractual timing of annual invoicing with our U.S. higher education customers. With a strong balance sheet, fiscal 2023 will remain a year of investment for D2L. At the same time, we are prioritizing our investments in placing a heightened focus on cost optimizations across the business. The net effect is that we are now forecasting -- while we're now forecasting a delay in revenue growth for fiscal 2023, we are also forecasting reduced EBITDA loss for the year. The fundamentals of the business are strong, and we are on a faster path to profitability. As we look ahead, our strategic priorities include building on our customer base to add new logos across all of our markets by strategically investing in our sales and marketing teams and leveraging the opportunities to replace legacy technologies and experiences with our modern cloud platform. We're expanding into international markets, which represent less than 20% of our revenue in fiscal 2022, global opportunities are vast with several markets in the very early stages of adopting innovative learning platforms. We are enhancing our platform and products to delight customers and to support new use cases. That's helping us expand our addressable markets. And in other cases, we're making the right investments to enhance our differentiation as a technology innovator and platform leader, and that is driving our win rates in the right direction. This is still the right market backdrop, which is a great time to invest in growth. And at the same time, I'm also pleased to be working with an incredible team at D2L that's doing great work in accelerating our path to profitability. There's no daylight between the work that we're doing to drive social impact in our global community and driving value for our shareholders. D2L's Philanthropy Program brings together people, passion and technology to make a positive impact in communities all around the world. We provide financial and technology contributions to effect positive change to help us open up new markets and explore research. We also support causes that align with our mission and communities where we operate, and we encourage our employees to volunteer in their communities to support causes that matter to them. Just to give you one statistic, D2L has volunteered more than 1,300 hours of their time in fiscal 2022, an incredible feat given it was in the middle of the pandemic. We have a -- we have a very rich history, but I'm even more excited about the road ahead. Education is vastly under digitized globally, and we're leading the digital transformation of learning, building the future of work and learning is exciting, and it's never been more vital to our communities, companies and countries. And I want to thank the D2L team for the great efforts last year and for their commitment to building a world-class company, and I want to thank our customers, shareholders, communities, friends and families for supporting our important mission. Thank you. Now I'm happy to take some questions from registered shareholders and duly appointed proxy holders. If you wish to ask a question, please click on the message icon, type in and submit your question.

John, I'll -- it's Craig, I'll just pause and see if any questions come in.

Thanks, Craig.

There are no questions at this time, John. You can go ahead.

Thanks very much, Craig. On behalf of the Board and the management of the company, I would like to thank all our shareholders as well as all the others that have joined us here today for your support and for your attendance. Thank you, and keep learning.

Thank you. This concludes the meeting. You may now disconnect.