Second Quarter GAAP Revenue of $114.6 Million Grows 22% year over year
Second Quarter Loss from Operations of
$6.6 Million and Adjusted EBITDA* of
$39.8 Million
SALT
LAKE CITY, Aug. 1, 2022 /PRNewswire/ -- Instructure
Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas
Learning Management System, today announced financial results for
the second quarter ended June 30,
2022.
"In an uncertain macroeconomic environment, Instructure
delivered strong, double-digit top line growth and year-over-year
margin expansion during the second quarter," said Steve Daly, Instructure CEO. "Our Instructure
Learning Platform strategy continued to gain momentum during the
quarter with growth across our Canvas learning management
solutions, Mastery assessment tools and content, Elevate data and
analytics products, and Impact solutions for edtech adoption and
engagement. We were thrilled to welcome over 12,000 registrants and
many of our 600+ Instructure EdTech Collective partners to
InstructureCon 2022 North America in July, where we highlighted
product improvements that make the Instructure Learning Platform
even more powerful in 2022. We look forward to the opportunity to
bring more value to our clients, partners and shareholders in the
months and years ahead."
Financial Highlights:
- GAAP Revenue of $114.6 million,
an increase of 22% year over year
- Allocated Combined Receipts*, or ACR, of $114.9 million, an increase of 20% year over
year
- Operating loss of $6.6 million,
or negative 5.8% of revenue, and Non-GAAP operating income* of
$38.7 million, or 33.7% of ACR
- GAAP net loss of $12.9 million,
or negative 11.3% of revenue, and Adjusted EBITDA* of $39.8 million, or 34.6% of ACR
- Cash flow from operations of $8.6
million and Adjusted Unlevered Free Cash Flow* of
$16.2 million
- For the twelve months ended June 30,
2022, cash flow from operations of $100.2 million and Adjusted Unlevered Free Cash
Flow* of $134.2 million
*See "Non-GAAP Financial Measures" for information regarding the
Company's use of non-GAAP financial measures as well as
reconciliations to the most closely comparable GAAP measures in
this press release.
Business and Operating Highlights:
- Northern Arizona University (NAU)
selected Canvas to replace its incumbent LMS provider after a
rigorous, 10-month evaluation process. The results of NAU's review
and selection process, which are available on the university's
website, demonstrate a clear preference among NAU's students and
instructors for Canvas over competing solutions. NAU's purchase
included three Instructure Learning Platform products: Canvas LMS,
Studio, and Catalog.
- Southern University and A&M
College System, the only historically black university system in
the United States, selected Canvas
to help empower student success and create global leadership
opportunities for a diverse student population. The Canvas
implementation will support the university system's four campuses
and more than 11,000 students with a fully mobile and accessible
solution through reliable, open and inclusive educational
technology.
- Neenah Joint School District, which serves over 6,700 students
across 14 schools in Wisconsin,
chose Instructure to replace its existing LMS vendor. Our unique
ability to bundle our leading MasteryConnect assessment management
system with Canvas LMS, as well as the superiority of our support
organization, were key factors in the district's decision to switch
to Instructure.
- DeKalb County Schools, an existing Canvas LMS customer,
purchased Studio, Impact, and Services to improve the adoption of
technology in the classroom and advance digital learning across its
94,000-student district. DeKalb County Schools was able to utilize
Elementary and Secondary School Emergency Relief, or ESSER,
stimulus funds to help finance their investment.
- The Brazilian College of Radiology and Diagnostic Imaging, or
CBR, chose Instructure to replace its legacy LMS solution. CBR
selected Instructure because of our ability to offer them a tightly
integrated solution which included Canvas LMS, Studio, and
Catalog.
- We continued to build out the channel partner program we
announced earlier this year, including an expansion of our
partnership with Tech Data to the Indian market. As a leading
global IT distributor, Tech Data is committed to ensuring that
Instructure partners in India will
receive the highest levels of support and assistance on the
ground.
Business Outlook
Based on information as of today, August
1, 2022, the Company is issuing the following financial
guidance.
Third Quarter Fiscal 2022:
- Revenue is expected to be in the range of $118.5 million to $119.5
million
- ACR* is expected to be in the range of $118.5 million to $119.5
million
- Non-GAAP operating income* is expected to be in the range of
$40.9 million to $41.9 million
- Adjusted EBITDA* is expected to be in the range of $42.1 million to $43.1
million
- Non-GAAP net income* is expected to be in the range of
$35.0 million to $36.0 million
Full Year 2022:
- Revenue is expected to be in the range of $464.9 million to $468.9
million
- ACR* is expected to be in the range of $465.8 million to $469.8
million
- Non-GAAP operating income* is expected to be in the range of
$162.8 million to $166.8 million
- Adjusted EBITDA* is expected to be in the range of $167.5 million to $171.5
million
- Non-GAAP net income* is expected to be in the range of
$145.2 million to $149.2 million
- Adjusted unlevered free cash flow* is expected to be in the
range of $185.5 million to
$189.5 million
*ACR, Non-GAAP operating income, Adjusted EBITDA, non-GAAP net
income and adjusted unlevered free cash flow are non-GAAP measures.
See "Non-GAAP Financial Measures" for a reconciliation of ACR to
the most closely comparable GAAP measure. Instructure is unable to
provide guidance, or a reconciliation, for operating loss and net
loss, the most closely comparable GAAP measures with respect to
non-GAAP operating income, Adjusted EBITDA and non-GAAP net income,
and net cash provided by (used in) operating activities, the most
closely comparable measure with respect to adjusted unlevered free
cash flow because Instructure cannot provide a meaningful or
accurate calculation or estimation of certain reconciling items
without unreasonable effort. This is due to the inherent difficulty
in forecasting and quantifying certain amounts that are necessary
for such reconciliation, including stock-based compensation and
amortization of acquisition related intangibles. Thus, Instructure
is unable to present a quantitative reconciliation of non-GAAP
guidance to GAAP guidance because such information is not
available.
Conference Call Information
Instructure's management team will hold a conference call to
discuss our second quarter results today, August 1, 2022 at 5:00
p.m. ET. The conference call can be accessed by dialing
(888) 330-2384 from the United
States and Canada or (240)
789-2701 internationally with conference ID 1348899. A live webcast
and replay of the conference call can be accessed from the investor
relations page of Instructure's website at ir.instructure.com. An
archived replay of the webcast will be available following the
conclusion of the call.
About Instructure
Instructure (NYSE: INST) is an education technology company
dedicated to elevating student success, amplifying the power of
teaching, and inspiring everyone to learn together. Today the
Instructure Learning Platform supports tens of millions of
educators and learners around the world. Learn more at
www.instructure.com.
Non-GAAP Financial Measures
Instructure has provided in this press release financial
information that has not been prepared in accordance with generally
accepted accounting principles in the
United States ("GAAP"). In addition to Instructure's results
determined in accordance with GAAP, Instructure believes the
following non-GAAP measures are useful in evaluating its operating
performance and liquidity. Instructure believes that non-GAAP
financial information, when taken collectively, may be helpful to
investors because it provides consistency and comparability with
past financial performance and assists in comparisons with other
companies, some of which use similar non-GAAP financial information
to supplement their GAAP results. The non-GAAP financial
information is presented for supplemental informational purposes
only, and should not be considered a substitute for financial
information presented in accordance with GAAP, and may be different
from similarly-titled non-GAAP measures used by other
companies.
A reconciliation of Instructure's historical non-GAAP financial
measures to the most directly comparable GAAP measures has been
provided in the financial statement tables included in this press
release, and investors are encouraged to review the
reconciliation.
ACR. We define ACR as the combined receipts of our
Company and companies that we have acquired allocated to the period
of service delivery. We calculate ACR as the sum of (i) revenue and
(ii) the impact of fair value adjustments to acquired unearned
revenue related to Thoma Bravo's
acquisition of Instructure (the "Take-Private Transaction") and the
Certica Holdings, LLC ("Certica"), Eesysoft Software International
B.V. (which was rebranded to "Impact by Instructure" or "Impact"
subsequent to acquisition), and Kimono LLC (which was rebranded to
"Elevate Data Sync" subsequent to acquisition) acquisitions where
we do not believe such adjustments are reflective of our ongoing
operations. Management uses this measure to evaluate organic growth
of the business period over period, as if the Company had operated
as a single entity and excluding the impact of acquisitions or
adjustments due to purchase accounting.
Non-GAAP Operating Income. We define non-GAAP operating
income as loss from operations excluding the impact of stock-based
compensation, restructuring, transaction and sponsor related costs,
amortization of acquisition-related intangibles, and the impact of
fair value adjustments to acquired unearned revenue relating to the
Take-Private Transaction and the Certica, Impact, and Elevate Data
Sync acquisitions that we do not believe are reflective of our
ongoing operations. We believe non-GAAP operating income is useful
in evaluating our operating performance compared to that of other
companies in our industry, as this metric generally eliminates the
effects of certain items that may vary for different companies for
reasons unrelated to overall operating performance. Although we
exclude the amortization of acquisition-related intangibles from
the non-GAAP measure, management believes it is important for
investors to understand that such intangible assets were recorded
as part of purchase accounting and contribute to revenue
generation.
Non-GAAP Net Income. We define non-GAAP net income
as net loss excluding the impact of stock-based compensation,
amortization of acquisition-related intangibles, the impact of fair
value adjustments to acquired unearned revenue relating to the
Take-Private Transaction and the Certica, Impact, and Elevate Data
Sync acquisitions, restructuring, transaction and sponsor related
costs that we do not believe are reflective of our ongoing
operations. We believe Non-GAAP net income is useful in evaluating
our operating performance compared to that of other companies in
our industry, as this metric generally eliminates the effects of
certain items that may vary for different companies for reasons
unrelated to overall operating performance. Although we exclude the
amortization of acquisition-related intangibles from the non-GAAP
measure, management believes it is important for investors to
understand that such intangible assets were recorded as part of
purchase accounting and contribute to revenue generation. Basic
non-GAAP net income per common share attributable to common
stockholders is computed by dividing non-GAAP net income
attributable to common stockholders by the weighted-average number
of common shares outstanding for the period. Diluted non-GAAP net
income per common share attributable to common stockholders is
computed by giving effect to all potentially dilutive common stock
equivalents outstanding for the period.
Adjusted EBITDA. EBITDA is defined as earnings before
debt-related costs, including interest and loss on debt
extinguishment, benefit for taxes, depreciation, and amortization.
We further adjust EBITDA to exclude certain items of a significant
or unusual nature, including stock-based compensation,
restructuring, transaction and sponsor related costs, amortization
of acquisition-related intangibles, and the impact of fair value
adjustments to acquired unearned revenue relating to the
Take-Private Transaction and the Certica, Impact, and Elevate Data
Sync acquisitions. Although we exclude the amortization of
acquisition-related intangibles from this non-GAAP measure,
management believes that it is important for investors to
understand that such intangible assets were recorded as part of
purchase accounting and contribute to revenue generation.
Free Cash Flow, Unlevered Free Cash Flow and Adjusted
Unlevered Free Cash Flow. We define free cash flow as net cash
provided by (used in) operating activities less purchases of
property and equipment and intangible assets, net of proceeds from
disposals of property and equipment. We define unlevered free cash
flow as free cash flow adjusted for cash paid for interest on
outstanding debt and cash settled stock-based compensation. We
define adjusted unlevered free cash flow as unlevered free cash
flow adjusted for restructuring, transaction and sponsor related
costs paid in cash. We believe free cash flow and adjusted
unlevered free cash flow facilitate period-to-period comparisons of
liquidity. We consider free cash flow and adjusted unlevered free
cash flow to be important measures because they measure the amount
of cash we generate and reflect changes in working capital.
Non-GAAP Cost of Revenue and Non-GAAP Operating Expenses.
We define non-GAAP cost of revenue and non-GAAP operating expenses
as GAAP cost of revenue and GAAP operating expenses, respectively,
excluding the impact of stock-based compensation, restructuring,
transaction and sponsor related costs, and amortization of
acquisition-related intangibles, that we do not believe are
reflective of our ongoing operations. Although we exclude the
amortization of acquisition-related intangibles from the non-GAAP
measure, management believes it is important for investors to
understand that such intangible assets were recorded as part of
purchase accounting and contribute to revenue generation.
Non-GAAP Gross Profit. We define non-GAAP gross profit as
gross profit excluding the impact of stock-based compensation,
restructuring, transaction and sponsor related costs, amortization
of acquisition-related intangibles, and fair value adjustments to
deferred revenue in connection with purchase accounting that we do
not believe are reflective of our ongoing operations. Although we
exclude the amortization of acquisition-related intangibles from
the non-GAAP measure, management believes it is important for
investors to understand that such intangible assets were recorded
as part of purchase accounting and contribute to revenue
generation.
Forward-Looking Statements
This press release contains, and statements made during the
above referenced conference call will contain, "forward-looking"
statements, which are subject to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including
statements regarding the Company's financial guidance for the third
quarter of 2022 and for the full year ending December 31, 2022, the Company's growth, customer
demand and application adoption, the Company's research and
development efforts and future application releases, and the
Company's expectations regarding future revenue, expenses, cash
flows and net income or loss.
These statements are not guarantees of future performance, but
are based on management's expectations as of the date of this press
release and assumptions that are inherently subject to
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward-looking statements involve known and
unknown risks, uncertainties and other factors that may cause
actual results, performance or achievements to be materially
different from any future results, performance or achievements.
Important factors that could cause actual results to differ
materially from those expressed or implied by these forward-looking
statements include the following: risks associated with general
global political, macroeconomic, social, health and market
conditions, including rising inflation, political instability,
terrorist activities or military conflicts, including Russia's invasion of Ukraine; risks associated with future stimulus
packages approved by the U.S. federal government; failure to
continue our recent growth rates; our ability to acquire new
customers and successfully retain existing customers; the effects
of increased usage of, or interruptions or performance problems
associated with, our learning platform; the impact on our business
and prospects from the ongoing effects of the COVID-19 pandemic;
our history of losses and expectation that we will not be
profitable for the foreseeable future; the impact of adverse
general and industry-specific economic and market conditions; and
changes in the spending policies or budget priorities for
government funding of Higher Education and K-12 institutions.
These and other important risk factors are described more fully
in the Company's most recent Annual Report on Form 10-K and
subsequent Quarterly Report on Form 10-Q and other documents filed
with the Securities and Exchange Commission and could cause actual
results to vary from expectations. All information provided in this
press release and in the conference call is as of the date hereof
and Instructure undertakes no duty to update this information
except as required by law.
INSTRUCTURE
HOLDINGS, INC.
|
|
CONSOLIDATED BALANCE
SHEETS
|
|
(in thousands,
except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2022
|
|
|
December 31,
2021
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
83,234
|
|
|
$
|
164,928
|
|
|
|
Accounts
receivable—net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
167,646
|
|
|
|
51,607
|
|
|
|
Prepaid
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,941
|
|
|
|
15,475
|
|
|
|
Deferred
commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,374
|
|
|
|
11,418
|
|
|
|
Other current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,887
|
|
|
|
3,384
|
|
|
|
Total current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304,082
|
|
|
|
246,812
|
|
|
|
Property and equipment,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,203
|
|
|
|
10,792
|
|
|
|
Right-of-use
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,765
|
|
|
|
18,175
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,203,979
|
|
|
|
1,194,221
|
|
|
|
Intangible assets,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
574,812
|
|
|
|
629,746
|
|
|
|
Noncurrent prepaid
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,127
|
|
|
|
1,553
|
|
|
|
Deferred commissions,
net of current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,953
|
|
|
|
20,105
|
|
|
|
Deferred tax
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,561
|
|
|
|
6,477
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,689
|
|
|
|
5,901
|
|
|
|
Total
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,145,171
|
|
|
$
|
2,133,782
|
|
|
|
Liabilities and
stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,128
|
|
|
$
|
18,324
|
|
|
|
Accrued
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,204
|
|
|
|
28,408
|
|
|
|
Lease
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,998
|
|
|
|
6,666
|
|
|
|
Long-term debt,
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,013
|
|
|
|
2,763
|
|
|
|
Deferred
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269,655
|
|
|
|
240,936
|
|
|
|
Total current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
319,998
|
|
|
|
297,097
|
|
|
|
Long-term debt, net of
current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
488,493
|
|
|
|
490,500
|
|
|
|
Deferred revenue, net
of current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,667
|
|
|
|
14,740
|
|
|
|
Lease liabilities, net
of current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,859
|
|
|
|
23,678
|
|
|
|
Deferred tax
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,513
|
|
|
|
29,851
|
|
|
|
Other long-term
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,153
|
|
|
|
3,531
|
|
|
|
Total
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
870,683
|
|
|
|
859,397
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,419
|
|
|
|
1,407
|
|
|
|
Additional paid-in
capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,558,193
|
|
|
|
1,539,638
|
|
|
|
Accumulated
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(285,124)
|
|
|
|
(266,660)
|
|
|
|
Total stockholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,274,488
|
|
|
|
1,274,385
|
|
|
|
Total liabilities
and stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,145,171
|
|
|
$
|
2,133,782
|
|
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
|
(in thousands,
except per share data)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
(unaudited)
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
$
|
102,905
|
|
|
$
|
84,257
|
|
|
$
|
206,397
|
|
|
$
|
170,611
|
|
Professional services
and other
|
|
|
11,672
|
|
|
|
9,310
|
|
|
|
21,642
|
|
|
|
16,936
|
|
Total
revenue
|
|
|
114,577
|
|
|
|
93,567
|
|
|
|
228,039
|
|
|
|
187,547
|
|
Cost of
revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
|
35,868
|
|
|
|
36,163
|
|
|
|
71,414
|
|
|
|
76,047
|
|
Professional services
and other
|
|
|
6,530
|
|
|
|
4,811
|
|
|
|
11,995
|
|
|
|
10,561
|
|
Total cost of
revenue
|
|
|
42,398
|
|
|
|
40,974
|
|
|
|
83,409
|
|
|
|
86,608
|
|
Gross profit
|
|
|
72,179
|
|
|
|
52,593
|
|
|
|
144,630
|
|
|
|
100,939
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
|
45,885
|
|
|
|
39,083
|
|
|
|
89,206
|
|
|
|
80,305
|
|
Research and
development
|
|
|
18,669
|
|
|
|
14,279
|
|
|
|
35,870
|
|
|
|
31,368
|
|
General and
administrative
|
|
|
14,253
|
|
|
|
11,196
|
|
|
|
29,869
|
|
|
|
24,547
|
|
Impairment on disposal
group
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,218
|
|
Total operating
expenses
|
|
|
78,807
|
|
|
|
64,558
|
|
|
|
154,945
|
|
|
|
137,438
|
|
Loss from
operations
|
|
|
(6,628)
|
|
|
|
(11,965)
|
|
|
|
(10,315)
|
|
|
|
(36,499)
|
|
Other income
(expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
27
|
|
|
|
—
|
|
|
|
63
|
|
|
|
16
|
|
Interest
expense
|
|
|
(4,611)
|
|
|
|
(15,670)
|
|
|
|
(9,164)
|
|
|
|
(32,930)
|
|
Other
expense
|
|
|
(3,417)
|
|
|
|
(108)
|
|
|
|
(3,111)
|
|
|
|
(742)
|
|
Total other income
(expense), net
|
|
|
(8,001)
|
|
|
|
(15,778)
|
|
|
|
(12,212)
|
|
|
|
(33,656)
|
|
Loss before income
taxes
|
|
|
(14,629)
|
|
|
|
(27,743)
|
|
|
|
(22,527)
|
|
|
|
(70,155)
|
|
Income tax
benefit
|
|
|
1,710
|
|
|
|
6,050
|
|
|
|
4,063
|
|
|
|
15,391
|
|
Net loss and
comprehensive loss
|
|
$
|
(12,919)
|
|
|
$
|
(21,693)
|
|
|
$
|
(18,464)
|
|
|
$
|
(54,764)
|
|
Net loss per common
share, basic and diluted
|
|
$
|
(0.09)
|
|
|
$
|
(0.17)
|
|
|
$
|
(0.13)
|
|
|
$
|
(0.43)
|
|
Weighted-average common
shares used in computing basic and diluted
net loss per common share
|
|
|
141,534
|
|
|
|
126,049
|
|
|
|
141,244
|
|
|
|
126,083
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
(in
thousands)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
(unaudited)
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12,919)
|
|
|
$
|
(21,693)
|
|
|
$
|
(18,464)
|
|
|
$
|
(54,764)
|
|
Adjustments to
reconcile net loss to net cash provided by (used in)
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of
property and equipment
|
|
|
1,053
|
|
|
|
879
|
|
|
|
2,057
|
|
|
|
1,818
|
|
Amortization of
intangible assets
|
|
|
34,193
|
|
|
|
33,363
|
|
|
|
67,934
|
|
|
|
66,728
|
|
Amortization of
deferred financing costs
|
|
|
293
|
|
|
|
609
|
|
|
|
587
|
|
|
|
1,218
|
|
Impairment on disposal
group
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,218
|
|
Stock-based
compensation
|
|
|
8,158
|
|
|
|
2,190
|
|
|
|
15,971
|
|
|
|
4,823
|
|
Deferred income
taxes
|
|
|
(2,011)
|
|
|
|
(6,022)
|
|
|
|
(5,422)
|
|
|
|
(15,402)
|
|
Other
|
|
|
3,173
|
|
|
|
84
|
|
|
|
2,599
|
|
|
|
1,405
|
|
Changes in assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable,
net
|
|
|
(130,095)
|
|
|
|
(113,819)
|
|
|
|
(115,316)
|
|
|
|
(96,913)
|
|
Prepaid expenses and
other assets
|
|
|
13,557
|
|
|
|
11,951
|
|
|
|
(21,176)
|
|
|
|
(6,970)
|
|
Deferred
commissions
|
|
|
(108)
|
|
|
|
(2,323)
|
|
|
|
196
|
|
|
|
(2,375)
|
|
Right-of-use
assets
|
|
|
1,213
|
|
|
|
1,138
|
|
|
|
2,410
|
|
|
|
6,380
|
|
Accounts payable and
accrued liabilities
|
|
|
2,615
|
|
|
|
8,438
|
|
|
|
(9,131)
|
|
|
|
(195)
|
|
Deferred
revenue
|
|
|
91,781
|
|
|
|
94,544
|
|
|
|
25,080
|
|
|
|
44,058
|
|
Lease
liabilities
|
|
|
(2,019)
|
|
|
|
(1,407)
|
|
|
|
(3,487)
|
|
|
|
(3,050)
|
|
Other
liabilities
|
|
|
(265)
|
|
|
|
(1,567)
|
|
|
|
(1,378)
|
|
|
|
(346)
|
|
Net cash provided by
(used in) operating activities
|
|
|
8,619
|
|
|
|
6,365
|
|
|
|
(57,540)
|
|
|
|
(52,367)
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property
and equipment
|
|
|
(2,082)
|
|
|
|
(1,196)
|
|
|
|
(3,415)
|
|
|
|
(1,607)
|
|
Proceeds from sale of
property and equipment
|
|
|
14
|
|
|
|
15
|
|
|
|
36
|
|
|
|
24
|
|
Proceeds from sale of
Bridge
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
46,018
|
|
Business acquisitions,
net of cash received
|
|
|
(19,484)
|
|
|
|
(16,030)
|
|
|
|
(19,484)
|
|
|
|
(16,030)
|
|
Net cash provided by
(used in) investing activities
|
|
|
(21,552)
|
|
|
|
(17,211)
|
|
|
|
(22,863)
|
|
|
|
28,405
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance
of common stock from employee equity plans
|
|
|
—
|
|
|
|
—
|
|
|
|
4,076
|
|
|
|
—
|
|
Shares repurchased for
tax withholdings on vesting of restricted stock units
|
|
|
(425)
|
|
|
|
—
|
|
|
|
(1,688)
|
|
|
|
—
|
|
Distributions to
stockholders
|
|
|
—
|
|
|
|
(360)
|
|
|
|
—
|
|
|
|
(923)
|
|
Repayments of
long-term debt
|
|
|
(1,250)
|
|
|
|
(1,992)
|
|
|
|
(1,250)
|
|
|
|
(51,534)
|
|
Net cash provided by
(used in) financing activities
|
|
|
(1,675)
|
|
|
|
(2,352)
|
|
|
|
1,138
|
|
|
|
(52,457)
|
|
Effect of exchange rate
changes on cash, cash equivalents and restricted cash
|
|
|
(3,095)
|
|
|
|
—
|
|
|
|
(2,291)
|
|
|
|
—
|
|
Net decrease in cash,
cash equivalents and restricted cash
|
|
|
(17,703)
|
|
|
|
(13,198)
|
|
|
|
(81,556)
|
|
|
|
(76,419)
|
|
Cash, cash equivalents
and restricted cash, beginning of period
|
|
|
105,299
|
|
|
|
87,732
|
|
|
|
169,152
|
|
|
|
150,953
|
|
Cash, cash equivalents
and restricted cash, end of period
|
|
$
|
87,596
|
|
|
$
|
74,534
|
|
|
$
|
87,596
|
|
|
$
|
74,534
|
|
Supplemental cash
flow disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for
taxes
|
|
$
|
2,706
|
|
|
$
|
326
|
|
|
$
|
2,775
|
|
|
$
|
403
|
|
Interest
paid
|
|
$
|
4,342
|
|
|
$
|
15,077
|
|
|
$
|
5,766
|
|
|
$
|
31,749
|
|
Non-cash investing
and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
incurred but not yet paid
|
|
$
|
189
|
|
|
$
|
48
|
|
|
$
|
189
|
|
|
$
|
65
|
|
RECONCILIATIONS OF
NON-GAAP MEASURES TO GAAP MEASURES
|
|
|
|
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP ALLOCATED COMBINED RECEIPTS
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Revenue
|
|
$
|
114,577
|
|
|
$
|
93,567
|
|
|
$
|
228,039
|
|
|
$
|
187,547
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
331
|
|
|
|
2,334
|
|
|
|
830
|
|
|
|
7,092
|
|
Allocated combined
receipts
|
|
$
|
114,908
|
|
|
$
|
95,901
|
|
|
$
|
228,869
|
|
|
$
|
194,639
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING INCOME
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Loss from
operations
|
|
$
|
(6,628)
|
|
|
$
|
(11,965)
|
|
|
$
|
(10,315)
|
|
|
$
|
(36,499)
|
|
Stock-based
compensation
|
|
|
9,387
|
|
|
|
3,758
|
|
|
|
18,863
|
|
|
|
9,343
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
1,388
|
|
|
|
2,954
|
|
|
|
3,858
|
|
|
|
16,011
|
|
Amortization of
acquisition-related intangibles
|
|
|
34,191
|
|
|
|
33,361
|
|
|
|
67,930
|
|
|
|
66,722
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
331
|
|
|
|
2,334
|
|
|
|
830
|
|
|
|
7,092
|
|
Non-GAAP operating
income
|
|
$
|
38,669
|
|
|
$
|
30,442
|
|
|
$
|
81,166
|
|
|
$
|
62,669
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP ADJUSTED EBITDA
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Net loss
|
|
$
|
(12,919)
|
|
|
$
|
(21,693)
|
|
|
$
|
(18,464)
|
|
|
$
|
(54,764)
|
|
Interest on outstanding
debt and loss on debt extinguishment
|
|
|
4,608
|
|
|
|
15,653
|
|
|
|
9,161
|
|
|
|
32,923
|
|
Benefit for
taxes
|
|
|
(1,710)
|
|
|
|
(6,050)
|
|
|
|
(4,063)
|
|
|
|
(15,391)
|
|
Depreciation
|
|
|
1,053
|
|
|
|
879
|
|
|
|
2,058
|
|
|
|
1,818
|
|
Amortization
|
|
|
2
|
|
|
|
2
|
|
|
|
4
|
|
|
|
4
|
|
Stock-based
compensation
|
|
|
9,387
|
|
|
|
3,758
|
|
|
|
18,863
|
|
|
|
9,343
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
4,865
|
|
|
|
2,954
|
|
|
|
7,043
|
|
|
|
16,011
|
|
Amortization of
acquisition-related intangibles
|
|
|
34,191
|
|
|
|
33,361
|
|
|
|
67,930
|
|
|
|
66,722
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
331
|
|
|
|
2,334
|
|
|
|
830
|
|
|
|
7,092
|
|
Adjusted
EBITDA
|
|
$
|
39,808
|
|
|
$
|
31,198
|
|
|
$
|
83,362
|
|
|
$
|
63,758
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
FREE CASH FLOW, UNLEVERED FREE CASH FLOW & ADJUSTED UNLEVERED
FREE CASH FLOW
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
(used in) operating activities
|
|
$
|
8,619
|
|
|
$
|
6,365
|
|
|
$
|
(57,540)
|
|
|
$
|
(52,367)
|
|
Purchases of property
and equipment
|
|
|
(2,082)
|
|
|
|
(1,196)
|
|
|
|
(3,415)
|
|
|
|
(1,607)
|
|
Proceeds from disposals
of property and equipment
|
|
|
14
|
|
|
|
15
|
|
|
|
36
|
|
|
|
24
|
|
Free cash
flow
|
|
$
|
6,551
|
|
|
$
|
5,184
|
|
|
$
|
(60,919)
|
|
|
$
|
(53,950)
|
|
Cash paid for interest
on outstanding debt
|
|
|
4,342
|
|
|
|
15,077
|
|
|
|
5,766
|
|
|
|
31,749
|
|
Cash settled
stock-based compensation
|
|
|
1,228
|
|
|
|
1,524
|
|
|
|
2,892
|
|
|
|
4,443
|
|
Unlevered free cash
flow
|
|
$
|
12,121
|
|
|
$
|
21,785
|
|
|
$
|
(52,261)
|
|
|
$
|
(17,758)
|
|
Restructuring,
transaction and sponsor related costs paid in cash
|
|
|
4,033
|
|
|
|
3,282
|
|
|
|
7,911
|
|
|
|
8,086
|
|
Adjusted unlevered free
cash flow
|
|
$
|
16,154
|
|
|
$
|
25,067
|
|
|
$
|
(44,350)
|
|
|
$
|
(9,672)
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP NET INCOME
|
|
(in thousands,
except per share data)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Net loss
|
|
$
|
(12,919)
|
|
|
$
|
(21,693)
|
|
|
$
|
(18,464)
|
|
|
$
|
(54,764)
|
|
Stock-based
compensation
|
|
|
9,387
|
|
|
|
3,758
|
|
|
|
18,863
|
|
|
|
9,343
|
|
Amortization of
acquisition-related intangibles
|
|
|
34,191
|
|
|
|
33,361
|
|
|
|
67,930
|
|
|
|
66,722
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
331
|
|
|
|
2,334
|
|
|
|
830
|
|
|
|
7,092
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
4,865
|
|
|
|
2,954
|
|
|
|
7,043
|
|
|
|
16,011
|
|
Non-GAAP net
income
|
|
$
|
35,855
|
|
|
$
|
20,714
|
|
|
$
|
76,202
|
|
|
$
|
44,404
|
|
Non-GAAP net income per
common share, basic
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
|
$
|
0.54
|
|
|
$
|
0.35
|
|
Non-GAAP net income per
common share, diluted
|
|
$
|
0.25
|
|
|
$
|
0.16
|
|
|
$
|
0.53
|
|
|
$
|
0.35
|
|
Weighted average common
shares used in computing basic Non-
GAAP net income per common share
|
|
|
141,534
|
|
|
|
126,049
|
|
|
|
141,244
|
|
|
|
126,083
|
|
Weighted average common
shares used in computing diluted
Non-GAAP net income per common share
|
|
|
142,847
|
|
|
|
126,049
|
|
|
|
142,844
|
|
|
|
126,083
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP GROSS PROFIT
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Gross profit
|
|
$
|
72,179
|
|
|
$
|
52,593
|
|
|
$
|
144,630
|
|
|
$
|
100,939
|
|
Stock-based
compensation
|
|
|
790
|
|
|
|
281
|
|
|
|
1,448
|
|
|
|
682
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
50
|
|
|
|
33
|
|
|
|
113
|
|
|
|
2,803
|
|
Amortization of
acquisition-related intangibles
|
|
|
15,859
|
|
|
|
15,415
|
|
|
|
31,549
|
|
|
|
30,830
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
331
|
|
|
|
2,334
|
|
|
|
830
|
|
|
|
7,092
|
|
Non-GAAP gross
profit
|
|
$
|
89,209
|
|
|
$
|
70,656
|
|
|
$
|
178,570
|
|
|
$
|
142,346
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross
margin
|
|
|
63.0
|
%
|
|
|
56.2
|
%
|
|
|
63.4
|
%
|
|
|
53.8
|
%
|
Non-GAAP gross
margin
|
|
|
77.6
|
%
|
|
|
73.7
|
%
|
|
|
78.0
|
%
|
|
|
73.1
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
ACR NORMALIZED FOR BRIDGE DIVESTITURE
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three months
ended June 30,
|
|
|
Six months
ended June 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Revenue
|
|
$
|
114,577
|
|
|
$
|
93,567
|
|
|
$
|
228,039
|
|
|
$
|
187,547
|
|
Bridge revenue -
Subscription and support
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,332)
|
|
Bridge revenue -
Professional services and other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(330)
|
|
Revenue normalized for
Bridge divestiture
|
|
$
|
114,577
|
|
|
$
|
93,567
|
|
|
$
|
228,039
|
|
|
$
|
183,885
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
331
|
|
|
|
2,334
|
|
|
|
830
|
|
|
|
7,092
|
|
Fair value adjustments
to Bridge deferred revenue in connection
with purchase accounting - Subscription and support
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(206)
|
|
Fair value adjustments
to Bridge deferred revenue in connection
with purchase accounting - Professional services and
other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(20)
|
|
Allocated combined
receipts normalized for Bridge divestiture
|
|
$
|
114,908
|
|
|
$
|
95,901
|
|
|
$
|
228,869
|
|
|
$
|
190,751
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Three Months Ended
June 30, 2022
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Cost of
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
$
|
35,868
|
|
|
$
|
(325)
|
|
|
$
|
(9)
|
|
|
$
|
(15,859)
|
|
|
$
|
19,675
|
|
Professional services
and other
|
|
|
6,530
|
|
|
|
(465)
|
|
|
|
(41)
|
|
|
|
—
|
|
|
|
6,024
|
|
Total cost of
revenue
|
|
$
|
42,398
|
|
|
$
|
(790)
|
|
|
$
|
(50)
|
|
|
$
|
(15,859)
|
|
|
$
|
25,699
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Three Months Ended
June 30, 2021
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Cost of
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
$
|
36,163
|
|
|
$
|
(171)
|
|
|
$
|
(28)
|
|
|
$
|
(15,415)
|
|
|
$
|
20,549
|
|
Professional services
and other
|
|
|
4,811
|
|
|
|
(110)
|
|
|
|
(5)
|
|
|
|
—
|
|
|
|
4,696
|
|
Total cost of
revenue
|
|
$
|
40,974
|
|
|
$
|
(281)
|
|
|
$
|
(33)
|
|
|
$
|
(15,415)
|
|
|
$
|
25,245
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Six Months Ended
June 30, 2022
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Cost of
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
$
|
71,414
|
|
|
$
|
(607)
|
|
|
$
|
(18)
|
|
|
$
|
(31,549)
|
|
|
$
|
39,240
|
|
Professional services
and other
|
|
|
11,995
|
|
|
|
(841)
|
|
|
|
(95)
|
|
|
|
—
|
|
|
|
11,059
|
|
Total cost of
revenue
|
|
$
|
83,409
|
|
|
$
|
(1,448)
|
|
|
$
|
(113)
|
|
|
$
|
(31,549)
|
|
|
$
|
50,299
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Six Months Ended
June 30, 2021
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Cost of
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
$
|
76,047
|
|
|
$
|
(395)
|
|
|
$
|
(1,948)
|
|
|
$
|
(30,830)
|
|
|
$
|
42,874
|
|
Professional services
and other
|
|
|
10,561
|
|
|
|
(287)
|
|
|
|
(855)
|
|
|
|
—
|
|
|
|
9,419
|
|
Total cost of
revenue
|
|
$
|
86,608
|
|
|
$
|
(682)
|
|
|
$
|
(2,803)
|
|
|
$
|
(30,830)
|
|
|
$
|
52,293
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Three Months Ended
June 30, 2022
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
45,885
|
|
|
$
|
(2,772)
|
|
|
$
|
(110)
|
|
|
$
|
(18,332)
|
|
|
$
|
24,671
|
|
Research and
development
|
|
|
18,669
|
|
|
|
(2,686)
|
|
|
|
(502)
|
|
|
|
—
|
|
|
|
15,481
|
|
General and
administrative
|
|
|
14,253
|
|
|
|
(3,139)
|
|
|
|
(726)
|
|
|
|
—
|
|
|
|
10,388
|
|
Total operating
expenses
|
|
$
|
78,807
|
|
|
$
|
(8,597)
|
|
|
$
|
(1,338)
|
|
|
$
|
(18,332)
|
|
|
$
|
50,540
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Three Months Ended
June 30, 2021
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
39,083
|
|
|
$
|
(1,093)
|
|
|
$
|
(201)
|
|
|
$
|
(17,946)
|
|
|
$
|
19,843
|
|
Research and
development
|
|
|
14,279
|
|
|
|
(934)
|
|
|
|
(128)
|
|
|
|
—
|
|
|
|
13,217
|
|
General and
administrative
|
|
|
11,196
|
|
|
|
(1,450)
|
|
|
|
(2,592)
|
|
|
|
—
|
|
|
|
7,154
|
|
Total operating
expenses
|
|
$
|
64,558
|
|
|
$
|
(3,477)
|
|
|
$
|
(2,921)
|
|
|
$
|
(17,946)
|
|
|
$
|
40,214
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Six Months Ended
June 30, 2022
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
89,206
|
|
|
$
|
(5,349)
|
|
|
$
|
(390)
|
|
|
$
|
(36,381)
|
|
|
$
|
47,086
|
|
Research and
development
|
|
|
35,870
|
|
|
|
(5,226)
|
|
|
|
(792)
|
|
|
|
—
|
|
|
|
29,852
|
|
General and
administrative
|
|
|
29,869
|
|
|
|
(6,840)
|
|
|
|
(2,563)
|
|
|
|
—
|
|
|
|
20,466
|
|
Total operating
expenses
|
|
$
|
154,945
|
|
|
$
|
(17,415)
|
|
|
$
|
(3,745)
|
|
|
$
|
(36,381)
|
|
|
$
|
97,404
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Six Months Ended
June 30, 2021
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization of
acquired
intangibles
|
|
|
Non-GAAP
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
80,305
|
|
|
$
|
(2,675)
|
|
|
$
|
(2,452)
|
|
|
$
|
(35,892)
|
|
|
$
|
39,286
|
|
Research and
development
|
|
|
31,368
|
|
|
|
(2,604)
|
|
|
|
(2,679)
|
|
|
|
—
|
|
|
|
26,085
|
|
General and
administrative
|
|
|
24,547
|
|
|
|
(3,382)
|
|
|
|
(6,859)
|
|
|
|
—
|
|
|
|
14,306
|
|
Impairment on disposal
group
|
|
|
1,218
|
|
|
|
—
|
|
|
|
(1,218)
|
|
|
|
—
|
|
|
|
—
|
|
Total operating
expenses
|
|
$
|
137,438
|
|
|
$
|
(8,661)
|
|
|
$
|
(13,208)
|
|
|
$
|
(35,892)
|
|
|
$
|
79,677
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP ALLOCATED COMBINED RECEIPTS GUIDANCE
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
|
|
|
Three Months
Ending September 30, 2022
|
|
|
Full Year
Ending December 31, 2022
|
|
|
|
LOW
|
|
|
HIGH
|
|
|
LOW
|
|
|
HIGH
|
|
Revenue
|
|
$
|
118,500
|
|
|
$
|
119,500
|
|
|
$
|
464,900
|
|
|
$
|
468,900
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
—
|
|
|
|
—
|
|
|
|
900
|
|
|
|
900
|
|
Allocated combined
receipts
|
|
$
|
118,500
|
|
|
$
|
119,500
|
|
|
$
|
465,800
|
|
|
$
|
469,800
|
|
For More Information:
Media Relations:
Brian
Watkins
Corporate Communications
Instructure
(801) 610-9722
brian.watkins@instructure.com
Investor Relations:
Denise Garcia
Alex Liloia
Hayflower Partners
(646) 918-4041
investors@instructure.com
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SOURCE Instructure Holdings, Inc.