Third Quarter GAAP Revenue of $122.4 Million Grows 14.2% year over year
Third Quarter Loss from Operations of
$2.4 Million and Adjusted EBITDA* of
$47.6 Million
SALT
LAKE CITY, Nov. 1, 2022 /PRNewswire/ -- Instructure
Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas
Learning Management System, today announced financial results for
the third quarter ended September 30,
2022.
"Instructure delivered a solid performance in the third quarter,
with continued strong top line growth and industry-leading
profitability," said Steve Daly,
Instructure CEO. "We remain the platform of choice for teaching and
learning and will continue to make disciplined investments that
position us to win a disproportionate share of the opportunities
across international, higher education, K12 and non-traditional
learning while maintaining best-in-class profitability."
Financial Highlights:
- GAAP Revenue of $122.4 million,
an increase of 14.2% year over year
- Allocated Combined Receipts*, or ACR, of $122.5 million, an increase of 12.8% year over
year
- Operating loss of $2.4 million,
or negative 1.9% of revenue, and Non-GAAP operating income* of
$46.2 million, or 37.7% of ACR
- GAAP net loss of $10.1 million,
or negative 8.2% of revenue, and Adjusted EBITDA* of $47.6 million, or 38.9% of ACR
- Cash flow from operations of $179.9
million and Adjusted Unlevered Free Cash Flow* of
$187.6 million
- For the twelve months ended September
30, 2022, cash flow from operations of $118.9 million and Adjusted Unlevered Free Cash
Flow* of $147.5 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:
- Market research firm ListEdTech reported last month that 33% of
all K12 districts are now using Canvas, displacing Google Classroom
as the share leader in this segment of the market.
- Wichita Public Schools
converted from a 600-student pilot program during the quarter to
implement Canvas across the entire school district with a plan
already in place to expand the Instructure Learning Platform
further once Canvas is live.
- University of Texas-San Antonio
(UT-SA) selected Canvas as its LMS. UT-SA was already using
Instructure's Impact product and after a long evaluation process,
decided to migrate to Canvas due to the engaging learning platform
and the power of combining Canvas, Studio, Catalog, and Impact.
- The University of Galway selected the Instructure Learning
Platform after a lengthy evaluation process due to its world-class
user experience and unrivaled interoperability.
Business Outlook
Based on information as of today, November 1, 2022, the Company is issuing the
following financial guidance.
Fourth Quarter Fiscal 2022:
- Revenue and ACR* are expected to be in the range of
$120.7 million to $121.7 million
- Non-GAAP operating income* is expected to be in the range of
$42.5 million to $43.5 million
- Adjusted EBITDA* is expected to be in the range of $43.8 million to $44.8
million
- Non-GAAP net income* is expected to be in the range of
$36.6 million to $37.6 million
Full Year 2022:
- Revenue is expected to be in the range of $471.2 million to $472.2
million
- ACR* is expected to be in the range of $472.1 million to $473.1
million
- Non-GAAP operating income* is expected to be in the range of
$169.9 million to $170.9 million
- Adjusted EBITDA* is expected to be in the range of $174.8 million to $175.8
million
- Non-GAAP net income* is expected to be in the range of
$155.2 million to $156.2 million
- Adjusted unlevered free cash flow* is expected to be in the
range of $181.5 million to
$182.5 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 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 third quarter results today, November 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, and 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 potential dilutive common stock
equivalents outstanding for the period.
Adjusted EBITDA; Adjusted EBITDA Margin. 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. Adjusted
EBITDA Margin is defined as Adjusted EBITDA divided by ACR.
Free Cash Flow, Unlevered Free Cash Flow and Adjusted
Unlevered Free Cash Flow. We define free cash flow as net cash
provided by 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, unlevered free cash flow and adjusted
unlevered free cash flow facilitate period-to-period comparisons of
liquidity. We consider free cash flow, unlevered 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
measures, 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; Non-GAAP Gross Profit Margin. 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. Non-GAAP Gross
Profit Margin is defined as Non-GAAP gross profit divided by
ACR.
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
fourth 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; delay in contract decision-making by
our customers and prospective customers; 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, including learning loss; 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2022
|
|
December 31,
2021
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
259,161
|
|
$
|
164,928
|
Accounts
receivable—net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,332
|
|
|
51,607
|
Prepaid
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,624
|
|
|
15,475
|
Deferred
commissions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,222
|
|
|
11,418
|
Other current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,015
|
|
|
3,384
|
Total current
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
376,354
|
|
|
246,812
|
Property and equipment,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,915
|
|
|
10,792
|
Right-of-use
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,537
|
|
|
18,175
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,203,979
|
|
|
1,194,221
|
Intangible assets,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540,551
|
|
|
629,746
|
Noncurrent prepaid
expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
993
|
|
|
1,553
|
Deferred commissions,
net of current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,634
|
|
|
20,105
|
Deferred tax
assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,304
|
|
|
6,477
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,649
|
|
|
5,901
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,182,916
|
|
$
|
2,133,782
|
Liabilities and stockholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,674
|
|
$
|
18,324
|
Accrued
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,563
|
|
|
28,408
|
Lease
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,956
|
|
|
6,666
|
Long-term debt,
current
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,013
|
|
|
2,763
|
Deferred
revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308,231
|
|
|
240,936
|
Total current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
365,437
|
|
|
297,097
|
Long-term debt, net of
current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
487,490
|
|
|
490,500
|
Deferred revenue, net
of current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,632
|
|
|
14,740
|
Lease liabilities, net
of current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,045
|
|
|
23,678
|
Deferred tax
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,614
|
|
|
29,851
|
Other long-term
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,890
|
|
|
3,531
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
908,108
|
|
|
859,397
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,425
|
|
|
1,407
|
Additional paid-in
capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,568,562
|
|
|
1,539,638
|
Accumulated
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(295,179)
|
|
|
(266,660)
|
Total stockholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,274,808
|
|
|
1,274,385
|
Total liabilities and stockholders'
equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,182,916
|
|
$
|
2,133,782
|
INSTRUCTURE HOLDINGS, INC.
|
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
|
(in thousands, except per share data)
|
|
|
Three months
ended September 30,
|
|
Nine months
ended September 30,
|
|
|
2022
|
|
2021
|
|
2022
|
|
2021
|
|
|
(unaudited)
|
Revenue:
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
$
|
109,727
|
|
$
|
96,163
|
|
$
|
316,124
|
|
$
|
266,774
|
Professional services
and other
|
|
|
12,702
|
|
|
11,058
|
|
|
34,344
|
|
|
27,994
|
Total
revenue
|
|
|
122,429
|
|
|
107,221
|
|
|
350,468
|
|
|
294,768
|
Cost of
revenue:
|
|
|
|
|
|
|
|
|
Subscription and
support
|
|
|
37,005
|
|
|
36,528
|
|
|
108,419
|
|
|
112,575
|
Professional services
and other
|
|
|
7,068
|
|
|
4,939
|
|
|
19,063
|
|
|
15,500
|
Total cost of
revenue
|
|
|
44,073
|
|
|
41,467
|
|
|
127,482
|
|
|
128,075
|
Gross profit
|
|
|
78,356
|
|
|
65,754
|
|
|
222,986
|
|
|
166,693
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
|
45,737
|
|
|
40,553
|
|
|
134,943
|
|
|
120,858
|
Research and
development
|
|
|
20,596
|
|
|
15,823
|
|
|
56,466
|
|
|
47,191
|
General and
administrative
|
|
|
14,408
|
|
|
14,396
|
|
|
44,277
|
|
|
38,943
|
Impairment on disposal
group
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,218
|
Total operating
expenses
|
|
|
80,741
|
|
|
70,772
|
|
|
235,686
|
|
|
208,210
|
Loss from
operations
|
|
|
(2,385)
|
|
|
(5,018)
|
|
|
(12,700)
|
|
|
(41,517)
|
Other income
(expense):
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
303
|
|
|
—
|
|
|
366
|
|
|
13
|
Interest
expense
|
|
|
(7,173)
|
|
|
(11,251)
|
|
|
(16,337)
|
|
|
(44,178)
|
Other
expense
|
|
|
(3,856)
|
|
|
(1,623)
|
|
|
(6,967)
|
|
|
(2,365)
|
Total other income
(expense), net
|
|
|
(10,726)
|
|
|
(12,874)
|
|
|
(22,938)
|
|
|
(46,530)
|
Loss before income
taxes
|
|
|
(13,111)
|
|
|
(17,892)
|
|
|
(35,638)
|
|
|
(88,047)
|
Income tax
benefit
|
|
|
3,056
|
|
|
4,631
|
|
|
7,119
|
|
|
20,022
|
Net loss and
comprehensive loss
|
|
$
|
(10,055)
|
|
$
|
(13,261)
|
|
$
|
(28,519)
|
|
$
|
(68,025)
|
Net loss per common
share, basic and diluted
|
|
$
|
(0.07)
|
|
$
|
(0.10)
|
|
$
|
(0.20)
|
|
$
|
(0.52)
|
Weighted-average common
shares used in computing basic and diluted
net loss per common share
|
|
|
142,108
|
|
|
136,647
|
|
|
141,536
|
|
|
129,643
|
INSTRUCTURE
HOLDINGS, INC.
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
(in thousands)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
(unaudited)
|
|
Operating
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(10,055)
|
|
|
$
|
(13,261)
|
|
|
$
|
(28,519)
|
|
|
$
|
(68,025)
|
|
Adjustments to
reconcile net loss to net cash provided by (used in)
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of
property and equipment
|
|
|
1,088
|
|
|
|
910
|
|
|
|
3,145
|
|
|
|
2,728
|
|
Amortization of
intangible assets
|
|
|
34,261
|
|
|
|
33,591
|
|
|
|
102,195
|
|
|
|
100,319
|
|
Amortization of
deferred financing costs
|
|
|
294
|
|
|
|
740
|
|
|
|
881
|
|
|
|
1,958
|
|
Impairment on disposal
group
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,218
|
|
Stock-based
compensation
|
|
|
8,699
|
|
|
|
6,709
|
|
|
|
24,670
|
|
|
|
11,532
|
|
Deferred income
taxes
|
|
|
(4,642)
|
|
|
|
(4,852)
|
|
|
|
(10,064)
|
|
|
|
(20,254)
|
|
Other
|
|
|
3,176
|
|
|
|
160
|
|
|
|
4,917
|
|
|
|
1,565
|
|
Changes in assets and
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable,
net
|
|
|
94,959
|
|
|
|
89,213
|
|
|
|
(20,357)
|
|
|
|
(7,700)
|
|
Prepaid expenses and
other assets
|
|
|
10,235
|
|
|
|
7,050
|
|
|
|
(10,941)
|
|
|
|
80
|
|
Deferred
commissions
|
|
|
(1,529)
|
|
|
|
(3,221)
|
|
|
|
(1,333)
|
|
|
|
(5,596)
|
|
Right-of-use
assets
|
|
|
1,228
|
|
|
|
1,172
|
|
|
|
3,638
|
|
|
|
7,552
|
|
Accounts payable and
accrued liabilities
|
|
|
6,736
|
|
|
|
8,829
|
|
|
|
(2,395)
|
|
|
|
8,634
|
|
Deferred
revenue
|
|
|
37,541
|
|
|
|
36,412
|
|
|
|
62,621
|
|
|
|
80,470
|
|
Lease
liabilities
|
|
|
(1,856)
|
|
|
|
(1,696)
|
|
|
|
(5,343)
|
|
|
|
(4,746)
|
|
Other
liabilities
|
|
|
(263)
|
|
|
|
(573)
|
|
|
|
(1,641)
|
|
|
|
(919)
|
|
Net cash provided by
operating activities
|
|
|
179,872
|
|
|
|
161,183
|
|
|
|
121,474
|
|
|
|
108,816
|
|
Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property
and equipment
|
|
|
(1,564)
|
|
|
|
(1,193)
|
|
|
|
(4,979)
|
|
|
|
(2,800)
|
|
Proceeds from sale of
property and equipment
|
|
|
5
|
|
|
|
16
|
|
|
|
41
|
|
|
|
40
|
|
Proceeds from sale of
Bridge
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
46,018
|
|
Business acquisitions,
net of cash received
|
|
|
—
|
|
|
|
(856)
|
|
|
|
(19,484)
|
|
|
|
(16,886)
|
|
Net cash provided by
(used in) investing activities
|
|
|
(1,559)
|
|
|
|
(2,033)
|
|
|
|
(24,422)
|
|
|
|
26,372
|
|
Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
IPO proceeds, net of
offering costs paid of $5,719
|
|
|
—
|
|
|
|
259,604
|
|
|
|
—
|
|
|
|
259,604
|
|
Proceeds from issuance
of common stock from employee equity plans
|
|
|
3,251
|
|
|
|
—
|
|
|
|
7,327
|
|
|
|
—
|
|
Shares repurchased for
tax withholdings on vesting of restricted stock units
|
|
|
(1,645)
|
|
|
|
(1,318)
|
|
|
|
(3,333)
|
|
|
|
(1,318)
|
|
Distributions to
stockholders
|
|
|
—
|
|
|
|
(7)
|
|
|
|
—
|
|
|
|
(930)
|
|
Repayments of
long-term debt
|
|
|
(1,250)
|
|
|
|
(256,348)
|
|
|
|
(2,500)
|
|
|
|
(307,882)
|
|
Term Loan prepayment
premium
|
|
|
—
|
|
|
|
(3,827)
|
|
|
|
—
|
|
|
|
(3,827)
|
|
Net cash provided by
(used in) financing activities
|
|
|
356
|
|
|
|
(1,896)
|
|
|
|
1,494
|
|
|
|
(54,353)
|
|
Effect of exchange rate
changes on cash, cash equivalents and restricted cash
|
|
|
(2,823)
|
|
|
|
—
|
|
|
|
(4,256)
|
|
|
|
—
|
|
Net increase in cash,
cash equivalents and restricted cash
|
|
|
175,846
|
|
|
|
157,254
|
|
|
|
94,290
|
|
|
|
80,835
|
|
Cash, cash equivalents
and restricted cash, beginning of period
|
|
|
87,596
|
|
|
|
74,534
|
|
|
|
169,152
|
|
|
|
150,953
|
|
Cash, cash equivalents
and restricted cash, end of period
|
|
$
|
263,442
|
|
|
$
|
231,788
|
|
|
$
|
263,442
|
|
|
$
|
231,788
|
|
Supplemental cash
flow disclosure:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for
taxes
|
|
$
|
259
|
|
|
$
|
153
|
|
|
$
|
3,034
|
|
|
$
|
556
|
|
Interest
paid
|
|
$
|
4,184
|
|
|
$
|
10,553
|
|
|
$
|
9,950
|
|
|
$
|
42,302
|
|
Non-cash investing
and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
incurred but not yet paid
|
|
$
|
20
|
|
|
$
|
62
|
|
|
$
|
20
|
|
|
$
|
62
|
|
RECONCILIATIONS OF NON-GAAP MEASURES TO GAAP
MEASURES
|
|
|
|
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP ALLOCATED COMBINED RECEIPTS
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Revenue
|
|
|
|
|
$
|
122,429
|
|
|
$
|
107,221
|
|
|
$
|
350,468
|
|
|
$
|
294,768
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
|
|
|
25
|
|
|
|
1,379
|
|
|
|
855
|
|
|
|
8,471
|
|
Allocated combined
receipts
|
|
|
|
|
$
|
122,454
|
|
|
$
|
108,600
|
|
|
$
|
351,323
|
|
|
$
|
303,239
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING INCOME
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Loss from
operations
|
|
$
|
(2,385)
|
|
|
$
|
(5,018)
|
|
|
$
|
(12,700)
|
|
|
$
|
(41,517)
|
|
Stock-based
compensation
|
|
|
10,060
|
|
|
|
8,379
|
|
|
|
28,923
|
|
|
|
17,722
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
4,244
|
|
|
|
2,031
|
|
|
|
8,102
|
|
|
|
18,042
|
|
Amortization of
acquisition-related intangibles
|
|
|
34,260
|
|
|
|
33,590
|
|
|
|
102,190
|
|
|
|
100,312
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
25
|
|
|
|
1,379
|
|
|
|
855
|
|
|
|
8,471
|
|
Non-GAAP operating
income
|
|
$
|
46,204
|
|
|
$
|
40,361
|
|
|
$
|
127,370
|
|
|
$
|
103,030
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP ADJUSTED EBITDA
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Net loss
|
|
$
|
(10,055)
|
|
|
$
|
(13,261)
|
|
|
$
|
(28,519)
|
|
|
$
|
(68,025)
|
|
Interest on outstanding
debt and loss on debt extinguishment
|
|
|
7,173
|
|
|
|
11,247
|
|
|
|
16,334
|
|
|
|
44,170
|
|
Benefit for
taxes
|
|
|
(3,056)
|
|
|
|
(4,631)
|
|
|
|
(7,119)
|
|
|
|
(20,022)
|
|
Depreciation
|
|
|
1,087
|
|
|
|
911
|
|
|
|
3,145
|
|
|
|
2,728
|
|
Amortization
|
|
|
2
|
|
|
|
2
|
|
|
|
5
|
|
|
|
5
|
|
Stock-based
compensation
|
|
|
10,060
|
|
|
|
8,379
|
|
|
|
28,923
|
|
|
|
17,722
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
8,109
|
|
|
|
3,641
|
|
|
|
15,152
|
|
|
|
19,652
|
|
Amortization of
acquisition-related intangibles
|
|
|
34,260
|
|
|
|
33,590
|
|
|
|
102,190
|
|
|
|
100,312
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
25
|
|
|
|
1,379
|
|
|
|
855
|
|
|
|
8,471
|
|
Adjusted
EBITDA
|
|
$
|
47,605
|
|
|
$
|
41,257
|
|
|
$
|
130,966
|
|
|
$
|
105,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
margin
|
|
|
38.9
|
%
|
|
|
38.0
|
%
|
|
|
37.3
|
%
|
|
|
34.6
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
FREE CASH FLOW, UNLEVERED FREE CASH FLOW & ADJUSTED UNLEVERED
FREE CASH FLOW
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
|
$
|
179,872
|
|
|
$
|
161,183
|
|
|
$
|
121,474
|
|
|
$
|
108,816
|
|
Purchases of property
and equipment
|
|
|
(1,564)
|
|
|
|
(1,193)
|
|
|
|
(4,979)
|
|
|
|
(2,800)
|
|
Proceeds from disposals
of property and equipment
|
|
|
5
|
|
|
|
16
|
|
|
|
41
|
|
|
|
40
|
|
Free cash
flow
|
|
$
|
178,313
|
|
|
$
|
160,006
|
|
|
$
|
116,536
|
|
|
$
|
106,056
|
|
Cash paid for interest
on outstanding debt
|
|
|
4,184
|
|
|
|
10,553
|
|
|
|
9,950
|
|
|
|
42,302
|
|
Cash settled
stock-based compensation
|
|
|
1,360
|
|
|
|
1,651
|
|
|
|
4,253
|
|
|
|
6,094
|
|
Unlevered free cash
flow
|
|
$
|
183,857
|
|
|
$
|
172,210
|
|
|
$
|
130,739
|
|
|
$
|
154,452
|
|
Restructuring,
transaction and sponsor related costs paid in cash
|
|
|
3,756
|
|
|
|
2,115
|
|
|
|
11,667
|
|
|
|
10,201
|
|
Adjusted unlevered free
cash flow
|
|
$
|
187,613
|
|
|
$
|
174,325
|
|
|
$
|
142,406
|
|
|
$
|
164,653
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP NET INCOME
|
|
(in thousands,
except per share data)
|
|
(unaudited)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Net loss
|
|
$
|
(10,055)
|
|
|
$
|
(13,261)
|
|
|
$
|
(28,519)
|
|
|
$
|
(68,025)
|
|
Stock-based
compensation
|
|
|
10,060
|
|
|
|
8,379
|
|
|
|
28,923
|
|
|
|
17,722
|
|
Amortization of
acquisition-related intangibles
|
|
|
34,260
|
|
|
|
33,590
|
|
|
|
102,190
|
|
|
|
100,312
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
25
|
|
|
|
1,379
|
|
|
|
855
|
|
|
|
8,471
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
8,109
|
|
|
|
3,641
|
|
|
|
15,152
|
|
|
|
19,652
|
|
Non-GAAP net
income
|
|
$
|
42,399
|
|
|
$
|
33,728
|
|
|
$
|
118,601
|
|
|
$
|
78,132
|
|
Non-GAAP net income per
common share, basic
|
|
$
|
0.30
|
|
|
$
|
0.25
|
|
|
$
|
0.84
|
|
|
$
|
0.60
|
|
Non-GAAP net income per
common share, diluted
|
|
$
|
0.29
|
|
|
$
|
0.24
|
|
|
$
|
0.83
|
|
|
$
|
0.60
|
|
Weighted average common
shares used in computing basic Non-
GAAP net income per common share
|
|
|
142,108
|
|
|
|
136,647
|
|
|
|
141,536
|
|
|
|
129,643
|
|
Weighted average common
shares used in computing diluted Non-
GAAP net income per common share
|
|
|
143,781
|
|
|
|
138,182
|
|
|
|
143,067
|
|
|
|
130,166
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP GROSS PROFIT
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Gross profit
|
|
$
|
78,356
|
|
|
$
|
65,754
|
|
|
$
|
222,986
|
|
|
$
|
166,693
|
|
Stock-based
compensation
|
|
|
809
|
|
|
|
580
|
|
|
|
2,257
|
|
|
|
1,262
|
|
Restructuring,
transaction and sponsor related costs
|
|
|
175
|
|
|
|
187
|
|
|
|
288
|
|
|
|
2,991
|
|
Amortization of
acquisition-related intangibles
|
|
|
15,885
|
|
|
|
15,582
|
|
|
|
47,434
|
|
|
|
46,412
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
25
|
|
|
|
1,379
|
|
|
|
855
|
|
|
|
8,471
|
|
Non-GAAP gross
profit
|
|
$
|
95,250
|
|
|
$
|
83,482
|
|
|
$
|
273,820
|
|
|
$
|
225,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross
margin
|
|
|
64.0
|
%
|
|
|
61.3
|
%
|
|
|
63.6
|
%
|
|
|
56.6
|
%
|
Non-GAAP gross
margin
|
|
|
77.8
|
%
|
|
|
76.9
|
%
|
|
|
77.9
|
%
|
|
|
74.5
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
ACR NORMALIZED FOR BRIDGE DIVESTITURE
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
Three months
ended September 30,
|
|
|
Nine months
ended September 30,
|
|
|
|
2022
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
Revenue
|
|
$
|
122,429
|
|
|
$
|
107,221
|
|
|
$
|
350,468
|
|
|
$
|
294,768
|
|
Bridge revenue -
Subscription and support
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,332)
|
|
Bridge revenue -
Professional services and other
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(330)
|
|
Revenue normalized for
Bridge divestiture
|
|
$
|
122,429
|
|
|
$
|
107,221
|
|
|
$
|
350,468
|
|
|
$
|
291,106
|
|
Fair value adjustments
to deferred revenue in connection with
purchase accounting
|
|
|
25
|
|
|
|
1,379
|
|
|
|
855
|
|
|
|
8,471
|
|
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
|
|
$
|
122,454
|
|
|
$
|
108,600
|
|
|
$
|
351,323
|
|
|
$
|
299,351
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Three Months Ended
September 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
|
|
$
|
37,005
|
|
|
$
|
(358)
|
|
|
$
|
(141)
|
|
|
$
|
(15,885)
|
|
|
$
|
20,621
|
|
Professional services
and other
|
|
|
7,068
|
|
|
|
(451)
|
|
|
|
(34)
|
|
|
|
—
|
|
|
|
6,583
|
|
Total cost of
revenue
|
|
$
|
44,073
|
|
|
$
|
(809)
|
|
|
$
|
(175)
|
|
|
$
|
(15,885)
|
|
|
$
|
27,204
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Three Months Ended
September 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
|
|
$
|
36,528
|
|
|
$
|
(257)
|
|
|
$
|
(159)
|
|
|
$
|
(15,582)
|
|
|
$
|
20,530
|
|
Professional services
and other
|
|
|
4,939
|
|
|
|
(323)
|
|
|
|
(28)
|
|
|
|
—
|
|
|
|
4,588
|
|
Total cost of
revenue
|
|
$
|
41,467
|
|
|
$
|
(580)
|
|
|
$
|
(187)
|
|
|
$
|
(15,582)
|
|
|
$
|
25,118
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Nine Months Ended
September 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
|
|
$
|
108,419
|
|
|
$
|
(965)
|
|
|
$
|
(159)
|
|
|
$
|
(47,434)
|
|
|
$
|
59,861
|
|
Professional services
and other
|
|
|
19,063
|
|
|
|
(1,292)
|
|
|
|
(129)
|
|
|
|
—
|
|
|
|
17,642
|
|
Total cost of
revenue
|
|
$
|
127,482
|
|
|
$
|
(2,257)
|
|
|
$
|
(288)
|
|
|
$
|
(47,434)
|
|
|
$
|
77,503
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP COST OF REVENUE
|
|
Nine Months Ended
September 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
|
|
$
|
112,575
|
|
|
$
|
(652)
|
|
|
$
|
(2,108)
|
|
|
$
|
(46,412)
|
|
|
$
|
63,403
|
|
Professional services
and other
|
|
|
15,500
|
|
|
|
(610)
|
|
|
|
(883)
|
|
|
|
—
|
|
|
|
14,007
|
|
Total cost of
revenue
|
|
$
|
128,075
|
|
|
$
|
(1,262)
|
|
|
$
|
(2,991)
|
|
|
$
|
(46,412)
|
|
|
$
|
77,410
|
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Three Months Ended
September 30, 2022
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization
of
acquired
intangibles
|
|
|
Non-GAAP
|
|
GAAP % of
revenue
|
|
Non-GAAP %
of ACR
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
45,737
|
|
|
$
|
(2,813)
|
|
|
$
|
(412)
|
|
|
$
|
(18,375)
|
|
|
$
|
24,137
|
|
37.4
|
%
|
19.7
|
%
|
Research and
development
|
|
|
20,596
|
|
|
|
(3,035)
|
|
|
|
(1,984)
|
|
|
|
—
|
|
|
|
15,577
|
|
16.8
|
%
|
12.7
|
%
|
General and
administrative
|
|
|
14,408
|
|
|
|
(3,403)
|
|
|
|
(1,673)
|
|
|
|
—
|
|
|
|
9,332
|
|
11.8
|
%
|
7.6
|
%
|
Total operating
expenses
|
|
$
|
80,741
|
|
|
$
|
(9,251)
|
|
|
$
|
(4,069)
|
|
|
$
|
(18,375)
|
|
|
$
|
49,046
|
|
66.0
|
%
|
40.0
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Three Months Ended
September 30, 2021
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization
of
acquired
intangibles
|
|
|
Non-GAAP
|
|
GAAP % of
revenue
|
|
Non-GAAP %
of ACR
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
40,553
|
|
|
$
|
(2,139)
|
|
|
$
|
(99)
|
|
|
$
|
(18,008)
|
|
|
$
|
20,307
|
|
37.8
|
%
|
18.7
|
%
|
Research and
development
|
|
|
15,823
|
|
|
|
(2,292)
|
|
|
|
(226)
|
|
|
|
—
|
|
|
|
13,305
|
|
14.8
|
%
|
12.3
|
%
|
General and
administrative
|
|
|
14,396
|
|
|
|
(3,368)
|
|
|
|
(1,519)
|
|
|
|
—
|
|
|
|
9,509
|
|
13.4
|
%
|
8.8
|
%
|
Total operating
expenses
|
|
$
|
70,772
|
|
|
$
|
(7,799)
|
|
|
$
|
(1,844)
|
|
|
$
|
(18,008)
|
|
|
$
|
43,121
|
|
66.0
|
%
|
39.8
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Nine Months Ended
September 30, 2022
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction and
sponsor related
costs
|
|
|
Amortization
of
acquired
intangibles
|
|
|
Non-GAAP
|
|
GAAP % of
revenue
|
|
Non-GAAP %
of ACR
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
134,943
|
|
|
$
|
(8,162)
|
|
|
$
|
(802)
|
|
|
$
|
(54,756)
|
|
|
$
|
71,223
|
|
38.5
|
%
|
20.3
|
%
|
Research and
development
|
|
|
56,466
|
|
|
|
(8,261)
|
|
|
|
(2,776)
|
|
|
|
—
|
|
|
|
45,429
|
|
16.1
|
%
|
12.9
|
%
|
General and
administrative
|
|
|
44,277
|
|
|
|
(10,243)
|
|
|
|
(4,236)
|
|
|
|
—
|
|
|
|
29,798
|
|
12.6
|
%
|
8.5
|
%
|
Total operating
expenses
|
|
$
|
235,686
|
|
|
$
|
(26,666)
|
|
|
$
|
(7,814)
|
|
|
$
|
(54,756)
|
|
|
$
|
146,450
|
|
67.2
|
%
|
41.7
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP OPERATING EXPENSES
|
|
Nine Months Ended
September 30, 2021
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
GAAP
|
|
|
Stock-based
compensation
expense
|
|
|
Restructuring,
transaction
and sponsor related
costs
|
|
|
Amortization
of
acquired
intangibles
|
|
|
Non-GAAP
|
|
GAAP % of
revenue
|
|
Non-GAAP %
of ACR
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and
marketing
|
|
$
|
120,858
|
|
|
$
|
(4,814)
|
|
|
$
|
(2,551)
|
|
|
$
|
(53,900)
|
|
|
$
|
59,593
|
|
41.0
|
%
|
19.7
|
%
|
Research and
development
|
|
|
47,191
|
|
|
|
(4,896)
|
|
|
|
(2,904)
|
|
|
|
—
|
|
|
|
39,391
|
|
16.0
|
%
|
13.0
|
%
|
General and
administrative
|
|
|
38,943
|
|
|
|
(6,750)
|
|
|
|
(8,378)
|
|
|
|
—
|
|
|
|
23,815
|
|
13.2
|
%
|
7.9
|
%
|
Impairment on disposal
group
|
|
|
1,218
|
|
|
|
—
|
|
|
|
(1,218)
|
|
|
|
—
|
|
|
|
—
|
|
0.4
|
%
|
—
|
%
|
Total operating
expenses
|
|
$
|
208,210
|
|
|
$
|
(16,460)
|
|
|
$
|
(15,051)
|
|
|
$
|
(53,900)
|
|
|
$
|
122,799
|
|
70.6
|
%
|
40.6
|
%
|
INSTRUCTURE
HOLDINGS, INC.
|
|
RECONCILIATION OF
NON-GAAP ALLOCATED COMBINED RECEIPTS GUIDANCE
|
|
(in thousands)
|
|
(unaudited)
|
|
|
|
Three Months
Ending December 31, 2022
|
|
|
Full Year
Ending December 31, 2022
|
|
|
|
LOW
|
|
|
HIGH
|
|
|
LOW
|
|
|
HIGH
|
|
Revenue
|
|
$
|
120,700
|
|
|
$
|
121,700
|
|
|
$
|
471,200
|
|
|
$
|
472,200
|
|
Fair value adjustments
to deferred revenue in connection with purchase
accounting
|
|
|
—
|
|
|
|
—
|
|
|
|
900
|
|
|
|
900
|
|
Allocated combined
receipts
|
|
$
|
120,700
|
|
|
$
|
121,700
|
|
|
$
|
472,100
|
|
|
$
|
473,100
|
|
For More Information:
Media Relations:
Brian
Watkins
Corporate Communications
Instructure
(801) 610-9722
brian.watkins@instructure.com
Investor Relations:
April
Scee
Managing Director
ICR, Inc.
(917) 497-8992
april.scee@icrinc.com
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SOURCE Instructure Holdings, Inc.