Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 11, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | INST | ||
Entity Registrant Name | Instructure Holdings, Inc. | ||
Entity Central Index Key | 0001841804 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 140,740,569 | ||
Entity Shell Company | false | ||
Entity File Number | 001-40647 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 26-3505687 | ||
Entity Address, Address Line One | 6330 South 3000 East, Suite 700 | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84121 | ||
City Area Code | 800 | ||
Local Phone Number | 203-6755 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Security Exchange Name | NYSE | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the Annual Meeting of Shareholders to be held in 2022, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Salt Lake City, Utah | ||
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 164,928 | $ 146,212 |
Accounts receivable net | 51,607 | 47,315 |
Prepaid expenses | 15,475 | 12,733 |
Deferred commissions | 11,418 | 6,663 |
Assets held for sale | 0 | 57,334 |
Other current assets | 3,384 | 3,083 |
Total current assets | 246,812 | 273,340 |
Property and equipment, net | 10,792 | 11,289 |
Right-of-use assets | 18,175 | 26,904 |
Goodwill | 1,194,221 | 1,172,395 |
Intangible assets, net | 629,746 | 755,349 |
Noncurrent prepaid expenses | 1,553 | 6,269 |
Deferred commissions, net of current portion | 20,105 | 16,434 |
Deferred tax assets | 6,477 | 0 |
Other assets | 5,901 | 6,651 |
Total assets | 2,133,782 | 2,268,631 |
Current liabilities: | ||
Accounts payable | 18,324 | 13,302 |
Accrued liabilities | 28,408 | 23,638 |
Lease liabilities | 6,666 | 6,037 |
Long-term debt, current | 2,763 | 6,118 |
Liabilities held for sale | 0 | 11,834 |
Deferred revenue | 240,936 | 192,864 |
Total current liabilities | 297,097 | 253,793 |
Long-term debt, net of current portion | 490,500 | 820,925 |
Deferred revenue, net of current portion | 14,740 | 12,015 |
Lease liabilities, net of current portion | 23,678 | 30,670 |
Deferred tax liabilities | 29,851 | 58,601 |
Other long-term liabilities | 3,531 | 4,643 |
Total liabilities | 859,397 | 1,180,647 |
Stockholders’ equity: | ||
Common stock, par value $0.01 per share; 500,000 and 252,480 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 140,741 and 126,219 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | 1,407 | 1,262 |
Additional paid-in capital | 1,539,638 | 1,264,703 |
Accumulated deficit | (266,660) | (177,981) |
Total stockholders’ equity | 1,274,385 | 1,087,984 |
Total liabilities and stockholders’ equity | $ 2,133,782 | $ 2,268,631 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 252,480,000 |
Common stock, shares issued | 140,741,000 | 126,219,000 |
Common stock, shares outstanding | 140,741,000 | 126,219,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Revenue: | ||||
Total revenue | $ 71,389 | $ 230,673 | $ 405,361 | $ 258,473 |
Cost of revenue: | ||||
Total cost of revenue | 24,398 | 124,150 | 169,865 | 82,826 |
Gross profit | 46,991 | 106,523 | 235,496 | 175,647 |
Operating expenses: | ||||
Sales and marketing | 27,010 | 125,650 | 162,544 | 121,643 |
Research and development | 19,273 | 51,066 | 63,771 | 83,526 |
General and administrative | 17,295 | 62,572 | 54,911 | 56,471 |
Impairment on held-for-sale goodwill | 0 | 29,612 | 0 | 0 |
Impairment on disposal group | 0 | 10,166 | 1,218 | 0 |
Total operating expenses | 63,578 | 279,066 | 282,444 | 261,640 |
Loss from operations | (16,587) | (172,543) | (46,948) | (85,993) |
Other income (expense): | ||||
Interest income | 313 | 49 | 29 | 1,795 |
Interest expense | (8) | (50,921) | (50,360) | (16) |
Other income (expense), net | (5,738) | 1,510 | (2,695) | (225) |
Loss on extinguishment of debt | 0 | 0 | (22,424) | 0 |
Total other income (expense), net | (5,433) | (49,362) | (75,450) | 1,554 |
Loss before income tax benefit (expense) | (22,020) | (221,905) | (122,398) | (84,439) |
Income tax benefit (expense) | (183) | 43,924 | 33,719 | 3,620 |
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) |
Net loss per common share, basic and diluted | $ (0.58) | $ (1.41) | $ (0.67) | $ (2.19) |
Weighted-average common shares used in computing basic and diluted net loss per common share attributable to common stockholders | 38,369 | 126,235 | 132,387 | 36,892 |
Subscription and Support | ||||
Revenue: | ||||
Total revenue | $ 65,968 | $ 209,148 | $ 367,781 | $ 236,241 |
Cost of revenue: | ||||
Total cost of revenue | 19,699 | 108,603 | 148,923 | 64,170 |
Professional Services and Other | ||||
Revenue: | ||||
Total revenue | 5,421 | 21,525 | 37,580 | 22,232 |
Cost of revenue: | ||||
Total cost of revenue | $ 4,699 | $ 15,547 | $ 20,942 | $ 18,656 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) |
Other comprehensive income (loss): | ||||
Net change in unrealized gains (losses) on marketable securities | 8 | |||
Comprehensive loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,811) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balances at Dec. 31, 2018 | $ 128,438 | $ 3 | $ 395,865 | $ (8) | $ (267,422) |
Balances, Shares at Dec. 31, 2018 | 35,386,000 | ||||
Exercise of common stock options | $ 6,601 | 6,601 | |||
Exercise of common stock options, Shares | 701,000 | 701,000 | |||
Vesting of restricted stock units, shares | 1,387,000 | ||||
Purchase of ESPP shares | $ 6,267 | 6,267 | |||
Purchase of ESPP shares, Shares | 189,000 | ||||
Stock-based compensation | 58,287 | 58,287 | |||
Common stock and options issued in acquisition | 30,012 | 30,012 | |||
Common stock and options issued in acquisition, Shares | 666,000 | ||||
Unrealized gain (loss) on marketable securities | 8 | $ 8 | |||
Shares withheld for tax withholding on vesting of restricted stock | (3,237) | (3,237) | |||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (72,000) | ||||
Net loss | (80,819) | (80,819) | |||
Balances at Dec. 31, 2019 | $ 145,557 | $ 3 | 493,795 | (348,241) | |
Balances, Shares at Dec. 31, 2019 | 38,257,000 | ||||
Exercise of common stock options, Shares | 131,000 | ||||
Net loss | $ (22,203) | (22,203) | |||
Balances at Mar. 31, 2020 | 130,316 | $ 3 | 500,757 | (370,444) | |
Balances, Shares at Mar. 31, 2020 | 38,592,000 | ||||
Balances at Dec. 31, 2019 | 145,557 | $ 3 | 493,795 | (348,241) | |
Balances, Shares at Dec. 31, 2019 | 38,257,000 | ||||
Exercise of common stock options | 1,067 | 1,067 | |||
Exercise of common stock options, Shares | 131,000 | ||||
Vesting of restricted stock units, shares | 233,000 | ||||
Stock-based compensation | 7,308 | 7,308 | |||
Shares withheld for tax withholding on vesting of restricted stock | (1,413) | (1,413) | |||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (29,000) | ||||
Balances at Dec. 31, 2020 | 1,087,984 | $ 1,262 | 1,264,703 | (177,981) | |
Balances, Shares at Dec. 31, 2020 | 126,219,000 | ||||
Balances at Mar. 31, 2020 | 130,316 | $ 3 | 500,757 | (370,444) | |
Balances, Shares at Mar. 31, 2020 | 38,592,000 | ||||
Stock-based compensation | 8,725 | 8,725 | |||
Cancellation of Predecessor equity, Shares | (38,592,000) | ||||
Cancellation Of Predecessor Equity | (130,316) | $ (3) | (500,757) | 370,444 | |
Take Private Transaction Shares | 126,240,000 | ||||
Take-Private Transaction | 1,140,788 | $ 1,262 | 1,139,526 | ||
Repurchase of TopCo Units, shares | (21,000) | ||||
Additional capital contribution | 116,452 | 116,452 | |||
Net loss | (177,981) | (177,981) | |||
Balances at Dec. 31, 2020 | 1,087,984 | $ 1,262 | 1,264,703 | (177,981) | |
Balances, Shares at Dec. 31, 2020 | 126,219,000 | ||||
Vesting of restricted stock units, net | $ 6 | (6) | |||
Vesting of restricted stock units, shares | 634,000 | ||||
Stock-based compensation | 18,324 | 18,324 | |||
Shares withheld for tax withholding on vesting of restricted stock | (1,568) | $ (1) | (1,567) | ||
Shares withheld for tax withholding on vesting of restricted stock, Shares | (67,000) | ||||
Repurchase of TopCo Units, shares | (220,000) | ||||
Repurchase of TopCo Units | (930) | $ (2) | (928) | ||
Issuance of common stock in connection with initial public offering, net of underwriters' discounts and commissions and issuance costs, shares | 14,175,000 | ||||
Issuance of common stock in connection with initial public offering, net of underwriters' discounts and commissions and issuance costs | 259,254 | $ 142 | 259,112 | ||
Net loss | (88,679) | (88,679) | |||
Balances at Dec. 31, 2021 | $ 1,274,385 | $ 1,407 | $ 1,539,638 | $ (266,660) | |
Balances, Shares at Dec. 31, 2021 | 140,741,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.01 | $ 0.01 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | |||||
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation of property and equipment | 2,982 | 3,630 | 3,713 | 10,642 | |
Amortization of intangible assets | 2,620 | 95,315 | 134,003 | 9,335 | |
Amortization of deferred financing costs | 0 | 1,508 | 2,435 | 9 | |
Impairment on disposal group | 0 | 10,166 | 1,218 | 0 | |
Impairment of held-for-sale goodwill | 0 | 29,612 | 0 | $ 29,600 | 0 |
Loss on extinguishment of debt | 0 | 0 | 22,424 | 0 | |
Stock-based compensation | 7,109 | 8,685 | 18,072 | 56,512 | |
Deferred income taxes | 0 | (43,924) | (36,485) | ||
Other | 1,959 | 1,641 | 1,685 | (656) | |
Changes in assets and liabilities: | |||||
Accounts receivable, net | 11,903 | (19,947) | (4,314) | (2,217) | |
Prepaid expenses and other assets | (25,121) | 26,948 | 2,094 | (6,836) | |
Deferred commissions | 1,469 | (24,537) | (8,358) | (2,679) | |
Right-of-use assets | 4,509 | 7,989 | 8,729 | 2,716 | |
Accounts payable and accrued liabilities | 2,187 | (4,499) | 8,038 | 13,039 | |
Deferred revenue | (36,983) | 122,157 | 48,543 | 22,166 | |
Lease liabilities | (7,489) | (2,836) | (6,363) | (2,362) | |
Other liabilities | 0 | 2,957 | (1,612) | 11 | |
Net cash provided by (used in) operating activities | (57,058) | 36,884 | 105,143 | 18,861 | |
Investing Activities: | |||||
Purchases of property and equipment | (732) | (1,634) | (4,259) | (10,243) | |
Proceeds from sale of property and equipment | 19 | 81 | 53 | 103 | |
Proceeds from sale of Bridge | 0 | 0 | 46,018 | 0 | |
Business acquisitions, net of cash received | 0 | (2,025,237) | (26,584) | (54,963) | |
Purchases of marketable securities | 0 | 0 | 0 | (28,259) | |
Maturities of marketable securities | 15,584 | 0 | 0 | 63,000 | |
Sale of marketable securities | 0 | 0 | 0 | 8,786 | |
Net cash provided by (used in) investing activities | 14,871 | (2,026,790) | 15,228 | (21,576) | |
Financing Activities: | |||||
IPO proceeds, net of offering costs paid of $6,068 | 0 | 0 | 259,254 | 0 | |
Proceeds from issuance of common stock from employee equity plans | 1,067 | 0 | 0 | 12,868 | |
Shares repurchased for tax withholdings on vesting of restricted stock units | (1,413) | 0 | (1,568) | (3,237) | |
Proceeds from issuance of term debt, net of discount | 0 | 830,729 | 493,090 | 0 | |
Proceeds from contributions from stockholders | 0 | 1,257,240 | 0 | 0 | |
Distribution To Stockholders | 0 | 0 | (930) | 0 | |
Repayments of Long-term Debt | 0 | 5,813 | 839,187 | 0 | |
Term Loan Prepayment Premium | 0 | 0 | (11,893) | 0 | |
Payments for financing costs | 0 | 0 | (937) | 0 | |
Net cash provided by (used in) financing activities | (346) | 2,082,156 | (102,171) | 9,631 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (42,533) | 92,250 | 18,200 | 6,916 | |
Cash, cash equivalents and restricted cash, beginning of period | 101,236 | 58,703 | 150,953 | 101,236 | 94,320 |
Cash, cash equivalents and restricted cash, end of period | 58,703 | 150,953 | 169,153 | 150,953 | 101,236 |
Supplemental cash flow disclosure: | |||||
Cash paid for taxes | 32 | 296 | 646 | 247 | |
Interest paid | 0 | 49,227 | 48,058 | 0 | |
Non-cash investing and financing activities: | |||||
Capital expenditures incurred but not yet paid | 79 | 0 | 83 | 316 | |
Issuance of common stock for acquisitions | 0 | 0 | 0 | 30,012 | |
Consideration not yet paid in connection with the acquisition of Portfolium, net | 0 | 0 | 0 | 50 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | 53,889 | 146,212 | 164,928 | 146,212 | 101,236 |
Restricted cash | 4,814 | 4,741 | 4,225 | 4,741 | 0 |
Total cash, cash equivalents, and restricted cash | $ 58,703 | $ 150,953 | $ 169,153 | $ 150,953 | $ 101,236 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Payments of Financing Costs [Abstract] | |
Payments of Stock Issuance Costs | $ 6,068 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | 1. Description of Business and Summary of Significant Accounting Policies Organization On March 24, 2020, Instructure Parent, L.P. (“TopCo”) acquired 100 percent of Instructure, Inc.’s equity. Instructure Intermediate Holdings I, Inc. was a wholly-owned subsidiary of TopCo and was formed on January 14, 2020 by Thoma Bravo for the purpose of purchasing Instructure, Inc. and had no operations prior to the Take-Private Transaction. On May 26, 2021, Instructure Intermediate Holdings I, Inc. changed its name to Instructure Holdings, Inc. As a result of the Take-Private Transaction, the accompanying consolidated financial statements are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented and are therefore not comparable. The periods prior to March 31, 2020 includes all of the accounts of Instructure, Inc. (Predecessor) and the periods beginning April 1, 2020 include all of the accounts of Instructure Holdings, Inc. (Successor). For accounting purposes, the “Acquisition Date” for the Take-Private Transaction has been designated as March 31, 2020, as the operating results and change in financial position for the intervening period from March 24, 2020 to March 31, 2020 is not material. Except as otherwise stated, the financial information, accounting policies, and activities of the Successor and the Predecessor are referred to as those of the Company. See Note 3—Acquisitions for further information. Instructure, Inc. was incorporated in the state of Delaware in September 2008. We are headquartered in Salt Lake City, Utah, and have wholly-owned subsidiaries in the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, and Singapore. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. On July 9, 2021, the Company effected a 126,239.815 -for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, on July 9, 2021, the Company’s board of directors and stockholders approved the Certificate of Amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 2,000 shares to 500,000,000 shares and to increase the number of authorized shares of preferred stock from zero shares to 50,000,000 shares. No preferred stock has been issued or outstanding. On July 26, 2021, the Company completed its IPO of 12,500,000 shares of common stock at an offering price of $ 20.00 per share. The Company received net proceeds of $ 234.0 million after deducting underwriting discounts and commissions. On August 19, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,675,000 shares of common stock at the offering price of $ 20.00 per share. The Company received additional net proceeds of $ 31.4 million after deducting underwriting discounts and commissions. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Such estimates, which we evaluate on an on-going basis, include provisions for credit losses, useful lives for property and equipment and intangible assets, valuation allowances for net deferred income tax assets, valuation of stock-based compensation and common stock, acquisition related estimates, our assessment for impairment of goodwill, intangible assets, and other long-lived assets, the standalone selling price of performance obligations and the determination of the period of benefit for deferred commissions. We base our estimates on historical experience and on various other assumptions which we believe to be reasonable. Operating Segments We operate in a single operating segment, cloud-based learning management, assessment and performance systems. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers (“CODMs”), which are our chief executive officer and chief financial officer, in deciding how to allocate resources and assess performance. Our CODMs evaluate our financial information and resources and assess the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found on the consolidated financial statements. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders for the year ended December 31, 2021, the Successor 2020 Period, the Predecessor 2020 Period, and year ending December 31, 2019 is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock are considered to be common stock equivalents in the Predecessor 2020 Period and year ended December 31, 2019, and restricted stock units are considered to be common stock equivalents in the year ended December 31, 2021, Predecessor 2020 Period, and the year ended December 31, 2019. There were no restricted stock units outstanding during the Successor 2020 Period. A reconciliation of the denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands, except per share amounts): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Numerator: Net loss $ ( 88,679 ) $ ( 177,981 ) $ ( 22,203 ) $ ( 80,819 ) Denominator: Weighted-average common shares outstanding—basic 132,387 126,235 38,369 36,892 Total weighted-average common shares 132,387 126,235 38,369 36,892 Dilutive effect of share equivalents resulting from — — — — Weighted-average common shares outstanding-diluted 132,387 126,235 38,369 36,892 Net loss per common share, basic and diluted $ ( 0.67 ) $ ( 1.41 ) $ ( 0.58 ) $ ( 2.19 ) For the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019 , we incurred net losses and, therefore, the effect of our outstanding options to purchase common stock, restricted stock units, and common stock through the employee stock purchase plan, were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Options to purchase common stock — — 470 601 Restricted stock units 4,723 — 2,116 2,584 Employee stock purchase plan 176 — — 14 Total 4,899 — 2,586 3,199 Concentration of Credit Risk, Significant Customers and International Operations Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash, cash equivalents and accounts receivable. We deposit cash with high credit quality financial institutions, which at times, may exceed federally insured amounts. We have not experienced any losses on our deposits. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. We review the expected collectability of accounts receivable and record a provision for credit losses for amounts that we determine are not collectible. There were no customers with revenue as a percentage of total revenue exceeding 10% for the periods presented. As of December 31, 2021 and 2020, our largest customer's outstanding net accounts receivable balance as a percentage of the total outstanding net accounts receivable balance represente d 10.5 % and 11.3 %, respectively. There were no other customers with outstanding net accounts receivable balances as a percentage of the total outstanding net accounts receivable balance greater than 10% as of December 31, 2021 and 2020. Cash and Cash Equivalents We consider all short-term highly liquid investments purchased with original maturities of three months or less at the time of acquisition to be cash equivalents. Provision for Credit Losses Provision for credit losses consist of bad debt expense associated with our accounts receivable balance. These losses are recorded in general and administrative in our consolidated statements of operations. We are exposed to credit losses primarily through our receivables from customers. We develop estimates to reflect the risk of credit loss which are based on historical loss trends adjusted for asset specific attributes, current conditions and reasonable and supportable forecasts of the economic conditions that will exist through the contractual life of the financial asset. We monitor our ongoing credit exposure through an active review of collection trends. Our activities include monitoring the timeliness of payment collection, managing dispute resolution and performing timely account reconciliations. Our provisions for credit loss balances at December 31, 2021 and 2020 were $ 0.8 million and $ 0.9 million, respectively. The following is a roll-forward of our provision for credit losses (in thousands): Balance Charged to Deductions (1) Balance at Provision for Credit Losses Year ended December 31, 2021 $ 902 232 ( 319 ) $ 815 Successor 2020 Period $ — 1,006 ( 104 ) $ 902 Predecessor 2020 Period $ 871 323 ( 163 ) $ 1,031 Year ended December 31, 2019 $ 1,092 377 ( 598 ) $ 871 (1) Deductions include actual accounts written-off, net of recoveries and revaluations. Property and Equipment and Intangible Assets Property and equipment are stated at cost less accumulated depreciation. Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or over the related lease terms (if shorter). The estimated useful life of each asset category is as follows: Estimated Computer and office equipment 2 - 3 years Purchased software 2 - 3 years Furniture and fixtures 2 - 5 years Capitalized software development costs 3 years Leasehold improvement and other Lesser of lease term or useful life Certain costs incurred to develop software applications used in the cloud-based learning, assessment, development and engagement system are capitalized and included in property and equipment, net on the consolidated balance sheets. Capitalizable costs consist of (1) certain external direct costs of materials and services incurred in developing or obtaining internal-use software; and (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project. These costs generally consist of internal labor during configuration, coding and testing activities. Research and development costs incurred during the preliminary project stage, or costs incurred for data conversion activities, training, maintenance and general and administrative or overhead costs, are expensed as incurred. Costs that cannot be separated between the maintenance of, and relatively minor upgrades and enhancements to, internal-use software are also expensed as incurred. Costs incurred during the application development stage that significantly enhance and add new functionality to the cloud-based learning, assessment, development and engagement system are capitalized as capitalized software development costs. Capitalization begins when: (1) the preliminary project stage is complete; (2) management with the relevant authority authorizes and commits to the funding of the software project; (3) it is probable the project will be completed; (4) the software will be used to perform the functions intended; and (5) certain functional and quality standards have been met. Acquired finite-lived intangibles are amortized on a straight-line basis over the estimated useful life of the asset, which ranges from three to ten years . When there are indicators of potential impairment, we evaluate recoverability of the carrying values of property and equipment and intangible assets by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds our estimated undiscounted future net cash flows, an impairment charge is recognized based on the amount by which the carrying value of the asset exceeds the fair value of the asset. We did not incur any impairment charges during the periods presented. Leases We enter into operating lease arrangements for real estate assets related to office space. Consistent with the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases (“Topic 842”), the Company determines if an arrangement conveys the right to control the use of the identified asset in exchange for consideration. Operating leases are included as right-of-use assets and lease liabilities in the consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangements. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of right-of-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of the Company’s leases is not determinable, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. Fair Value Our short-term financial instruments include cash equivalents, accounts receivable, accounts payable and accrued liabilities and are carried on the consolidated financial statements as of December 31, 2021 and 2020 at amounts that approximate fair value due to their short-term maturity dates. Goodwill Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Goodwill is not subject to amortization, but is tested annually for impairment within our fourth fiscal quarter using an October 1 measurement date or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in our use of acquired assets or the strategy of our overall business; (3) significant negative industry or economic trends; and (4) a significant decline in our stock price for a sustained period. We operate under one reporting unit and, as a result, evaluate goodwill impairment based on our fair value as a whole. Our current year impairment test did not result in any impairment of the goodwill balance. Refer to Note 8—Assets and Liabilities Held for Sale for additional information regarding impairment of goodwill. We did not recognize any additional impairment charges in any of the periods presented. We have no other intangible assets with indefinite useful lives. Revenue Recognition We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning platform and from customers purchasing additional support beyond the standard support that is included in the basic SaaS fees; and (2) related professional services revenue, which is comprised of training, implementation services and other types of professional services. Consistent with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The timing of revenue recognition may differ from the timing of invoicing our customers. We record an unbilled receivable, which is included within accounts receivable—net on our consolidated balance sheets, when revenue is recognized prior to invoicing. Unbilled receivable balances as of December 31, 2021 and 2020 were $ 0.8 million and $ 0.8 million, respectively. We determined revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers. Subscription and Support Subscription and support revenue is derived from fees from customers to access our learning platform and support beyond the standard support that is included with all subscriptions. The terms of our subscriptions do not provide customers the right to take possession of the software. Subscription and support revenue is generally recognized on a ratable basis over the contract term. Payments from customers are primarily due annually in advance. Professional Services and Other Professional services revenue is derived from implementation, training, and consulting services. Our professional services are typically considered distinct from the related subscription services as the promise to transfer the subscription can be fulfilled independently from the promise to deliver the professional services (i.e., customer receives standalone functionality from the subscription and the customer obtains the intended benefit of the subscription without the professional services). Professional services arrangements are billed in advance, and revenue from these arrangements is typically recognized over time as the services are rendered, using an efforts-expended input method. Implementation services also include nonrefundable upfront setup fees, which are allocated to the remaining performance obligations. Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives by reviewing our significant pricing practices, including discounting practices, geographical locations, the size and volume of our transactions, the customer type, price lists, our pricing strategy, and historical standalone sales. SSP is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices. Deferred Commissions Sales commissions earned by our sales force, as well as related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be generally four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations. Deferred Revenue Deferred revenue consists of billings and payments received in advance of revenue recognition generated by our subscription and support services and professional services and other, as described above. Cost of Revenue Cost of subscription revenue consists primarily of our managed hosting provider and other third-party service providers, employee-related costs including payroll, benefits and stock-based compensation expense for our operations and customer support teams, amortization of capitalized software development costs and acquired technology, and allocated overhead costs, which we define as rent, facilities and costs related to information technology, or IT. Cost of professional services and other revenue consists primarily of personnel costs of our professional services organization, including salaries, benefits, travel, bonuses and stock-based compensation, as well as allocated overhead costs. Service Availability Warranty We warrant to our customers: (1) that commercially reasonable efforts will be made to maintain the online availability of the platform for a minimum availability in a trailing 365-day period (excluding scheduled outages, standard maintenance windows, force majeure, and outages that result from any technology issue originating from any customer or user); (2) the functionality or features of the platform may change but will not materially degrade during any paid term; and (3) that support may change but will not materially degrade during any paid term. To date, we have not experienced any significant losses under these warranties. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses. Advertising expenses totaled $ 8.3 million, $ 5.5 million, $ 1.2 million, and $ 12.5 million for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period and year ended December 31, 2019, respectively. Stock-Based Compensation Successor Before our IPO, we determined the grant date fair value for all unit-based awards granted to employees and nonemployees by using an option-pricing model. As of June 30, 2021, our equity was not publicly traded and there was no history of market prices for our units. Thus, estimating grant date fair value required us to make assumptions, including the value of our equity, expected time to liquidity, and expected volatility. Stock-based compensation costs for granted units were recognized as expense over the requisite service period, which was generally the vesting period for awards, on a straight-line basis for awards with only a service condition. For granted units subject to performance conditions, the Company recorded expense when the performance condition became probable. Forfeitures were accounted for as they occurred. Subsequent to our IPO in July 2021, we account for all awards granted to employees and nonemployees using a fair value method. Stock-based compensation is recognized as an expense and is measured at the fair value of the award. The measurement date for employee awards is generally the date of the grant. Stock-based compensation costs are recognized as expense over the requisite service period, which is generally the vesting period for awards, on a straight-line basis for awards with only a service condition. Forfeitures are accounted for as they occur. We use the closing price of our common stock as reported on the New York Stock Exchange for the fair value of restricted stock units (“RSUs”) granted. We use the Black-Scholes option pricing model to determine the fair value of purchase rights issued to employees under our 2021 Employee Stock Purchase Plan (“2021 ESPP”). The Black-Scholes option pricing model is affected by the price of our common stock and a number of assumptions, including the award’s expected life, risk-free interest rate, the expected volatility of the underlying stock and expected dividends. These assumptions are estimated as follows: • Fair Value of Our Common Stock. We rely on the closing price of our common stock as reported by the New York Stock Exchange on the date of grant to determine the fair value of our common stock. • Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. • Expected Term. For the 2021 ESPP, we have used an expected term of 0.6 years for the first offering period and will use an expected term of 0.5 years for subsequent offering periods. • Volatility. For the first offering period, we estimate the price volatility factor based on the historical volatilities of our comparable companies as we do not have a sufficient trading history for our common stock. To determine our comparable companies, we consider public enterprise cloud-based application providers and select those that are similar to us in size, stage of life cycle, and financial leverage. Beginning with the second offering period we will begin using the trading history of our own common stock to determine expected volatility. • Expected Dividend Yield. We have not paid and do not expect to pay dividends for the foreseeable future. Predecessor For the Predecessor 2020 Period and year ended December 31, 2019 ( “ Predecessor Periods ” ), we accounted for all stock options and awards granted to employees and nonemployees using a fair value method. Stock-based compensation was recognized as an expense and measured at the fair value of the award. The measurement date for employee awards was generally the date of the grant. Stock-based compensation costs were recognized as expense over the requisite service period, which was generally the vesting period for awards, on a straight-line basis for awards with only a service condition. Forfeitures were accounted for as they occurred. During the Predecessor Periods, we used the then closing price of our common stock as reported on the New York Stock Exchange for the fair value of RSUs granted as at that time our common stock was publicly traded. During the Predecessor Periods, we used the Black-Scholes option pricing model to determine the fair value of stock options issued to our employees, as well as purchase rights issued to employees under our 2015 Employee Stock Purchase Plan (“2015 ESPP”). The Black-Scholes option pricing model is affected by the price of our common stock and a number of assumptions, including the award’s expected life, risk-free interest rate, the expected volatility of the underlying stock and expected dividends. These assumptions are estimated as follows: • Fair Value of Our Common Stock. We relied on the closing price of our common stock as reported by the New York Stock Exchange on the date of grant to determine the fair value of our common stock. • Risk-Free Interest Rate. We based the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. • Expected Term. We estimated the expected term for stock options using the simplified method due to the lack of historical exercise activity for our Company. The simplified method calculated the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the 2015 ESPP, we used an expected term of 0.5 years to match the offering period. • Volatility. For the first offering period, we estimated the price volatility factor based on the historical volatilities of our comparable companies as we did not have a sufficient trading history for our common stock. To determine our comparable companies, we considered public enterprise cloud-based application providers and select those that are similar to us in size, stage of life cycle, and financial leverage. We applied this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price became available in connection with our initial IPO (as defined herein). For the remaining offering periods of the 2015 ESPP, we used the trading history of our own common stock to determine expected volatility. • Expected Dividend Yield. We have not paid and do not expect to pay dividends for the foreseeable future. In connection with the Take-Private Transaction on March 31, 2020, and except for certain executives, outstanding equity awards (inclu ding under the 2015 Plan, the Portfolium 2014 Plan and the 2015 ESPP) (each as defined herein), whether vested or unvested, were cancelled and replaced with the right to receive the Cash Replacement Awards (as defined herein). Business Combinations We estimate the fair value of assets acquired and liabilities assumed in a business combination. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Foreign Currency The functional currency of our foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in a foreign currency are remeasured into U.S. dollars at the exchange rates in effect at the balance sheet dates. Income and expense accounts are remeasured on the date of the transaction using the exchange rate in effect on the transaction date. Non-monetary assets, liabilities, and equity transactions are converted at historical exchange rates in effect at the time of the transaction. Foreign currency transaction gains and losses are recorded in other income (expense), net on the consolidated statements of operations. Research and Development With the exception of capitalized software development costs, research and development costs are expensed as incurred. Risks and Uncertainties We are subject to all of the risks inherent in an early stage business. These risks include, but are not limited to, a limited operating history, new and rapidly evolving markets, dependence on the development of new services, unfavorable economic and market conditions, changes in level of demand for our services, and the timing of new application introductions. If we fail to anticipate or to respond adequately to technological developments in our industry, changes in customer or supplier requirements, or changes in regulatory requirements or industry standards, or any significant delays in the development or introduction of services, our business could be harmed. Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and our deferred tax assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to th |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Computer and office equipment $ 2,668 $ 2,249 Capitalized software development costs 4,591 2,377 Furniture and fixtures 1,325 1,296 Leasehold improvements and other 4,330 7,327 Total property and equipment 12,914 13,249 Less accumulated depreciation and amortization ( 2,122 ) ( 1,960 ) Total $ 10,792 $ 11,289 Accumulated amortization for capitalized software development costs was $ 0.8 million and $ 0.5 million at December 31, 2021 and 2020, respectively. Amortization expense for capitalized software development costs for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period and year ended December 31, 2019, was $ 0.7 million, $ 0.5 million, $ 1.8 million, and $ 6.0 million, respectively, and is recorded within subscription and support cost of revenue on the consolidated statements of operations. |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisitions 2021 Acquisitions On June 28, 2021, we acquired all outstanding shares of Eesysoft Software International B.V. (“Eesysoft” which was rebranded to “Impact by Instructure” or “Impact” subsequent to acquisition) for the purpose of enhancing our ability to help our customers more effectively use our core products. $ 1.5 million of the purchase price will be paid over a period of 18 months following the transaction. The acquisition did not have a material effect on our revenue or earnings in the consolidated statements of operations for the reporting periods presente d. On June 28, 2021, the Company recorded a provisional increase to the Impact deferred tax liability of $ 0.7 million in purchase accounting due to a step up in book basis of intangible assets as a result of the stock acquisition. We expect the net deferred tax liability to decrease as book amortization expense is recognized on the acquisition-related intangible assets. The deferred tax liability will remain provisional until the Impact tax returns are filed. The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Impact acquisition subsequent to the measurement period adjustment (in thousands): Consideration transferred Cash paid $ 17,472 Deferred consideration 1,500 Total purchase consideration $ 18,972 Identifiable assets acquired Cash $ 586 Accounts receivable 624 Deposits 9 Intangible assets: developed technology 3,300 Intangible assets: customer relationships 1,700 Total assets acquired $ 6,219 Liabilities assumed Accounts payable and accrued liabilities $ 49 Deferred revenue 692 Payroll tax liability 91 Deferred tax liability 672 Lease liability 24 Total liabilities assumed $ 1,528 Goodwill 14,281 Total purchase consideration $ 18,972 On November 5, 2021, we acquired all outstanding shares of Kimono LLC ( “ Kimono” which was rebranded to “ Elevate Data Sync” subsequent to acquisition) for the purpose of enhancing our ability to help our customers more effectively synchronize data between our core product applications and student information systems (“SIS”). $ 0.4 million of the purchase price has been held back for a period of 90 days following the acquisition . The acquisition did not have a material effect on our revenue or earnings in the consolidated statements of operations for the reporting periods presented. For tax purposes, a 338(h)(10) election was filed to step up the tax basis of assets acquired to fair market value. The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Elevate Data Sync acquisition (in thousands): Consideration transferred Cash paid $ 11,021 Holdback amount 350 Total purchase consideration $ 11,371 Identifiable assets acquired Cash and cash equivalents $ 1,324 Accounts receivable, net 336 Prepaid expenses 66 Intangible assets: developed technology 2,200 Intangible assets: customer relationships 1,200 Total assets acquired $ 5,126 Liabilities assumed Accounts payable and accrued liabilities $ 174 Deferred revenue 515 Other liabilities 25 Total liabilities assumed $ 714 Goodwill 6,959 Total purchase consideration $ 11,371 2020 Acquisitions Our consolidated financial statements reflect the Take-Private Transaction that occurred on March 24, 2020, which was accounted for as a business combination. The Take-Private Transaction was accounted for in accordance with the acquisition method of accounting for business combinations with TopCo as the acquirer. The acquisition-related costs were expensed in the Predecessor Period, with the exception of $ 14.0 million in advisory and consulting costs incurred, which have been accounted for “on the line,” and have not been recognized in the Predecessor’s or Successor’s consolidated financial statements as they were contingent upon the consummation of the Take-Private Transaction. Due to the step up in book basis of the intangible assets as a result of the Take-Private Transaction, the Company moved from a deferred t ax asset position, offset by a full valuation allowance, to an overall net deferred tax liability position of $ 88.5 million. The final allocation of the purchase price was as follows (in thousands): Consideration transferred Cash paid $ 1,904,064 Total purchase consideration $ 1,904,064 Identifiable assets acquired Cash and cash equivalents $ 58,703 Accounts receivable 25,749 Prepaid expenses 44,177 Other assets 5,150 Intangible assets: developed technology 300,000 Intangible assets: customer relationships 395,000 Intangible assets: trade name 130,900 Property and equipment 14,353 Right-of-use assets 34,539 Total assets acquired $ 1,008,571 Liabilities assumed Accounts payable and accrued liabilities $ 40,254 Deferred revenue 86,600 Lease liabilities 39,189 Deferred tax liability 88,461 Other liabilities 80 Total liabilities assumed $ 254,584 Goodwill 1,150,077 Total purchase consideration $ 1,904,064 On December 22, 2020, we acquired all outstanding shares of Certica Holdings, LLC (“Certica”) for the purpose of enhancing our analytic, assessment, and data management solutions for Kindergarten through 12 th grade (“K-12”) students. The acquisition did not have a material effect on our revenue or earnings in the consolidated statements of operations for the reporting periods presented. On December 22, 2020, the Company recorded an increase to the Certica deferred tax liability of $ 15.2 million in purchase accounting due to the step up in book basis of intangible assets as a result of the stock acquisition. We expect the net deferred tax liability to decrease as book amortization expense is recognized on the acquisition-related intangible assets. The final allocation of the purchase price was as follows (in thousands): Consideration transferred Cash paid $ 133,416 Total purchase consideration $ 133,416 Identifiable assets acquired Cash $ 12,243 Accounts receivable 2,533 Prepaid expenses 1,360 Other assets 537 Intangible assets: developed technology 28,300 Intangible assets: customer relationships 60,900 Intangible assets: trade name 700 Total assets acquired $ 106,573 Liabilities assumed Accounts payable and accrued liabilities $ 896 Deferred revenue 7,802 Contingent consideration liability 750 Other liability 469 Deferred tax liability (1) 15,756 Total liabilities assumed $ 25,673 Goodwill (1) 52,516 Total purchase consideration $ 133,416 (1) During the fourth quarter of 2021, an adjustment of $ 0.6 million was made to the provisional deferred tax liability, with a corresponding increase to goodwill, upon finalizing and filing the Certica tax return. For all periods presented, the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill generated from these transactions is attributable to the expected synergies to be achieved upon consummation of the business combinations and the assembled workforce values. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. Developed technology represents the estimated fair value of the acquired existing technology and is being amortized over its estimated remaining useful life of five years . Amortization of developed technology is included in subscription and support cost of revenue expenses in the accompanying consolidated statements of operations. Customer relationships represent the estimated fair value of the acquired customer bases and are amortized over the estimated remaining useful life of four to seven years . The trade names acquired are amortized over the estimated remaining useful life of three to ten years . Amortization of customer relationships and trade names is included in sales and marketing expenses in the accompanying consolidated statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. Goodwill and Intangible Assets Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2020 $ 1,172,395 Additions (Note 3 - Acquisitions) 21,826 Balance as of December 31, 2021 $ 1,194,221 Intangible assets, net of amounts held for sale, consisted of the following (in thousands): Weighted-Average R emaining Useful Life December 31, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Software 15 Months $ 21 $ ( 13 ) $ 8 $ 23 $ ( 6 ) $ 17 Trade names 97 Months 125,800 ( 22,809 ) 102,991 126,383 ( 10,279 ) 116,104 Developed technology 41 Months 313,800 ( 104,215 ) 209,585 310,311 ( 44,167 ) 266,144 Customer relationships 65 Months 413,600 ( 96,438 ) 317,162 413,947 ( 40,863 ) 373,084 Total $ 853,221 $ ( 223,475 ) $ 629,746 $ 850,664 $ ( 95,315 ) $ 755,349 Amortization expense for intangible assets was $ 134.0 million, $ 95.3 million, $ 2.6 million, and $ 9.3 million, for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period and year ended December 31, 2019, respectively. On February 26, 2021, the Company sold getBridge LLC (“Bridge”), its corporate learning platform and wholly-owned subsidiary, as described further in Note 8—Assets and Liabilities Held for Sale. In conjunction with the sale, $ 5.8 million of accumulated amortization was written off due to disposal of Bridge's intangible assets. Based on the recorded intangible assets at December 31, 2021, estimated amortization expense is expected to be as follows (in thousands): Amortization Years Ending December 31, Expense 2022 $ 134,966 2023 134,961 2024 134,726 2025 92,013 2026 71,925 Thereafter 61,155 Total $ 629,746 |
Credit Facility
Credit Facility | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | 5. Credit Facility On March 24, 2020, we entered into a credit agreement with a syndicate of lenders and Golub Capital Markets LLC, as administrative agent and collateral agent, and Golub Capital Markets LLC and Owl Rock Capital Advisors LLC, as joint bookrunners and joint lead arrangers (the “Credit Agreement”). The Credit Agreement provided for a senior secured term loan facility (the “Initial Term Loan”) in an original aggregate principal amount of $ 775.0 million, which was supplemented by an incremental term loan pursuant to the First Incremental Amendment and Waiver to Credit Agreement, dated as of December 22, 2020, in a principal amount of $ 70.0 million (the “Incremental Term Loan” and, together with the Initial Term Loan, the “Term Loan”). The maturity date for the Term Loan was March 24, 2026 , with the remaining principal due in full on the maturity date. The Credit Agreement also provided for a senior secured revolving credit facility in an aggregate principal amount of $ 50.0 million (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). The Revolving Credit Facility included a $ 10.0 million sublimit for the issuance of letters of credit. The Predecessor credit facilities were cancelled as a result of the Credit Agreement. The Credit Agreement required us to repay the principal of the Term Loan in equal quarterly repayments equal to 0.25 % of the aggregate original principal amount of the Term Loan, reduced as a result of the application of prepayments. Further, until the last day of the quarter ending June 30, 2021, the Credit Facilities bore interest at a rate equal to (i) 6.00 % plus the highest of (x) the prime rate (as determined by reference to the Wall Street Journal), (y) the Federal funds open rate plus 0.50 % per annum, and (z) a daily Eurodollar rate based on an interest period of one month plus 1.00 % per annum or (ii) the Eurodollar rate plus 7.00 % per annum, subject to a 1.00 % Eurodollar floor. Thereafter, on the last day of each of the five full fiscal quarters, we had the option (a “Pricing Grid Election”) to (i) retain the aforementioned applicable margins or (ii) switch to the applicable margins set forth on a pricing grid which, subject to certain pro forma total net leverage ratio limits, which provided for applicable margins ranging from 5.50 % to 7.00 %, in the case of Eurodollar loans, and 4.50 % to 6.00 % in the case of ABR Loans (as defined in the Credit Agreement). The applicable margins set forth on the pricing grid would become mandatory beginning on the last day of the tenth full fiscal quarter ending after March 24, 2020. Interest payments were due quarterly, or more frequently, based on the terms of the Credit Agreement. On May 27, 2021, the Company exercised its option to make a Pricing Grid Election. As a result, the Company’s applicable margin for Eurodollar loans under the Credit Facilities from May 27, 2021 onward was 5.5 %. In connection with the Company's IPO, the Company made a principal prepayment in August 2021 of $ 224.3 million on its outstanding Term Loan. In connection with the underwriters' exercise of their over-allotment option in August 2021, the Company made an additional principal prepayment in August 2021 of $ 30.8 million on its outstanding Term Loan. The Company also incurred a 1.5 % prepayment premium in conjunction with each principal prepayment. The Company incurred fees with respect to the Revolving Credit Facility, including a commitment fee of 0.50 % per annum of unused commitments under the Revolving Credit Facility. As of December 31, 2020, there was no amount outstanding under the Revolving Credit Facility. The Company had $ 50.0 million of availability under the Revolving Credit facility as of December 31, 2020. On October 29, 2021, we entered into a credit agreement with JPMorgan Chase Bank, N.A. ( “ JPMorgan ” ), as administrative agent, (the “2021 Credit Agreement ” ) governing our senior secured credit facilities (the “ Senior Secured Credit Facilities ” ), consisting of a $ 500.0 million senior secured term loan facility (the “ Senior Term Loan ” ) and a $ 125.0 million senior secured revolving credit facility (the “ Senior Revolver ” ). The proceeds from the Senior Secured Credit Facilities were used, in addition to cash on hand, (1) to refinance, in full, all existing indebtedness under the Credit Agreement (the “ Refinancing ” ), (2) to pay certain fees and expenses incurred in connection with the entry into the 2021 Credit Agreement and the Refinancing, and (3) to finance working capital needs of the Company and its subsidiaries for general corporate purposes. All of the Company's obligations under the Senior Secured Credit Facilities are guaranteed by the subsidiary guarantors named therein (the “ Subsidiary Guarantors ” ). The Senior Revolver includes borrowing capacity available for letters of credit. Any issuance of letters of credit will reduce the amount available under the Senior Revolver. At and subsequent to closing, there have not been any borrowings incurred under the Senior Revolver. The Senior Term Loan has a seven-year maturity and the Senior Revolver has a five-year maturity. Commencing June 30, 2022, we are required to repay the Senior Term Loan portion of the Senior Secured Credit Facilities in quarterly principal installments of 0.25 % of the aggregate original principal amount of the Senior Term Loan at closing, with the balance payable at maturity. Borrowings under the Senior Secured Credit Facilities bear interest, at the Company's option, at: (i) Base Rate equal to the greater of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its "prime rate," (c) a Eurocurrency Rate for such date plus 1.00 % and (d) 1.00 %; or (ii) the Eurocurrency Rate (provided that the Eurocurrency Rate applicable to the Senior Term Loan shall not be less than 0.50 % per annum). The Applicable Rate for the Senior Term Loan with respect to Eurocurrency Rate Loans is 2.75 % per annum and 1.75 % per annum for Base Rate Loans. The Applicable Rate for the Senior Revolver with respect to Eurocurrency Rate Loans, SONIA Loans, and Alternative Currency Term Rate Loans ranges from 2.00 % to 2.5 % subject to the Company's Consolidated First Lien Net Leverage Ratio, while the Applicable Rate for Base Rate Loans ranges from 1.00 % to 1.50 % subject to the Company's Consolidated First Lien Net Leverage Ratio. We are also required to pay an unused commitment fee to the lenders under the Senior Revolver at the Applicable Commitment Fee of the average daily unutilized commitments. The Applicable Commitment Fee ranges from 0.40 % to 0.50 % subject to the Company's Consolidated First Lien Never Leverage Ratio. The 2021 Credit Agreement contains a financial covenant solely with respect to the Senior Revolver. If the outstanding amounts under the Senior Revolver exceed 35 % of the aggregate amount of the Senior Revolver commitments, we are required to maintain at the end of each fiscal quarter, commencing with the quarter ending June 30, 2022, a Consolidated Net Leverage Ratio of not more than 7.75 to 1.00 . Debt discount costs of $ 13.6 million were incurred in connection with the Term Loan. An additional $ 3.8 million of debt discount costs were incurred in August 2021 in connection with the prepayment premium associated with the Term Loan as the prepayments were treated as modifications for accounting purposes. These debt discount costs were being amortized into interest expense over the contractual term of the Term Loan. As a result of the Refinancing, the Company wrote off the remaining $ 13.8 million of debt discount costs related to the Credit Facilities to loss on debt extinguishment in the consolidated statements of operations. Additionally, as a result of the Refinancing, the Company capitalized $ 1.0 million and $ 5.9 million of debt discount costs incurred in connection with the Senior Term Loan in long-te rm debt, current and long-term debt, net of current portion, respectively, on the consolidated balance sheets. The Company recognized $ 2.3 million and $ 1.4 million of amortization of debt discount costs for the year ended December 31, 2021 and the Successor 2020 Period, respectively, which is recorded as interest expense in the accompanying consolidated statements of operations. At December 31, 2021, the Company had an aggregate principal amount outstanding of $ 500.0 million under the Senior Term Loan, bearing interest at 3.25 %. At December 31, 2020, the Company had an aggregate principal amount outstanding of $ 769.2 million and $ 70.0 million, under the Initial Term Loan and Incremental Term Loan of the Credit Facilities, respectively, both bearing interest at 8.0 %. The Company had $ 6.7 million and $ 12.1 million of unamortized debt discount costs at December 31, 2021 and 2020, respectively, which is recorded as a reduction of the debt balance on the Company’s consolidated balance sheets. Debt issuance costs of $ 0.7 million were incurred in connection with the Revolving Credit Facility. These debt issuance costs were being amortized into interest expense over the contractual term of the Revolving Credit Facility. As a result of the Refinancing, the Company wrote off the remaining $ 0.5 million of debt issuance costs related to the Credit Facilities to loss on debt extinguishment in the consolidated statements of operations. Additionally, as a result of the Refinancing, the Company capitalized $ 0.2 million and $ 0.8 million of deferred issuance costs incurred in connection with the Senior Revolver in other current assets and other assets, respectively, on the consolidated balance sheets. The Company recognized $ 0.1 million and $ 0.1 million of amortization of debt issuance costs for the year ended December 31, 2021 and the Successor 2020 Period, respectively, which is included in the accompanying consolidated statements of operations. There were $ 0.2 million and $ 0.1 million, respectively, of unamortized debt issuance costs in other current assets on the Company's consolidated balance sheets as of December 31, 2021 and 2020, and $ 0.7 million and $ 0.5 million, respectively, of unamortized debt issuance costs included in other assets on the Company’s consolidated balance sheets at December 31, 2021 and 2020. In connection with the Refinancing, the Company was also required to pay a 1.5 % prepayment premium under the Credit Facilities totaling $ 8.1 million. Due to the Refinancing being treated as an extinguishment for accounting purposes, the prepayment premium was recorded to loss on extinguishment of debt on the consolidated statements of operations. The Senior Secured Credit Facilities contain customary negative covenants. At December 31, 2021, the Company was in compliance with all applicable covenants pertaining to the Senior Secured Credit Facilities. The Company also maintained compliance with all applicable covenants pertaining to the Credit Facilities prior to the Refinancing. The maturities of outstanding debt, as of December 31, 2021, are as follows (in thousands): Amount Years Ending December 31, 2022 3,750 2023 5,000 2024 5,000 2025 5,000 2026 5,000 Thereafter 476,250 Total $ 500,000 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Geographic Data and Revenue | 6. Revenue We have one operating segment, which is our cloud-based learning, assessment, development and engagement systems. Historically, we had primarily generated revenues from two customer bases, Education and Corporate. Education customers consist of K-12 and Higher Education institutions that purchase our Canvas Learning Management System (“LMS”), which includes assessments, analytics and learning content. Corporate customers purchased our Bridge product, the Company's corporate learning platform, which included a learning management system and performance platform that helped employees and managers transform their organization through connection, alignment, and growth. Following the sale of Bridge, the Company no longer receives revenues from Corporate customers. The following tables present the Company’s disaggregated revenues based on its two customer bases and by geographic region, based on the physical location of the customer (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Education $ 401,699 $ 217,963 $ 65,564 $ 237,012 Corporate 3,662 12,710 5,825 21,461 Total revenue $ 405,361 $ 230,673 $ 71,389 $ 258,473 Percentage of revenue generated by Education 99 % 94 % 92 % 92 % Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 United States $ 325,998 $ 186,612 $ 56,850 $ 206,183 Foreign 79,363 44,061 14,539 52,290 Total revenue $ 405,361 $ 230,673 $ 71,389 $ 258,473 Percentage of revenue generated outside of the United States 20 % 19 % 20 % 20 % Deferred Revenue and Performance Obligations During the year ended December 31, 2021, 47 % of revenue recognized was included in our deferred revenue balance at December 31, 2020. Transaction Price Allocated to the Remaining Performance Obligations As of December 31, 2021, approximat ely $ 697.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 76 % of th ese remaining performance obligations over the next 24 months, with the balance recognized thereafter. |
Deferred Commissions
Deferred Commissions | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs [Abstract] | |
Deferred Commissions | . Deferred Commissions Deferred commissions primarily consist of sales commissions that are capitalized as incremental contract origination costs and were $ 31.5 million and $ 23.1 million as of December 31, 2021 and 2020, respectively. For the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period and year ended December 31, 2019, amortization expense for deferred commissions was $ 10.9 million, $ 5.7 million, $ 3.4 million, and $ 11.9 million, respectively, and there was no impairment of deferred commissions during these periods. |
Assets and Liabilities Held for
Assets and Liabilities Held for Sale | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | 8. Assets and Liabilities Held for Sale We decided to sell Bridge, the Company’s corporate learning platform and wholly-owned subsidiary, during the third quarter of 2020. Historically, Bridge was part of the Company’s single operating segment. The decision to sell Bridge reflects our strategy to focus on our Higher Education and K–12 customers. As of December 31, 2020, the gross proceeds expected from the divestiture were approximately $ 47.0 million, subject to transaction costs. As of December 31, 2020, we measured the assets and liabilities held for sale associated with Bridge at the lower of its carrying value or fair value less costs to sell. The Company allocated $ 29.6 million of goodwill to Bridge and subsequently recognized an impairment for the full amount during the third quarter of 2020. The operating results of Bridge do not qualify for reporting as discontinued operations. The following table presents information related to the assets and liabilities that were classified as held for sale at December 31, 2020 (amounts in thousands): December 31, 2020 Assets Net receivables $ 228 Deferred commissions, current 576 Other current assets 406 Property and equipment, net 267 Deferred commissions, net of current portion 864 Goodwill 29,612 Net intangible assets 65,159 Total assets held for sale $ 97,112 Liabilities Accrued Liabilities $ 154 Deferred revenue 11,680 Total liabilities held for sale 11,834 Total net assets held for sale $ 85,278 Total net assets held for sale $ 85,278 Estimated fair value less costs to sell ( 45,500 ) Impairment of held-for-sale assets $ 39,778 Total assets held for sale $ 97,112 Impairment of held-for-sale goodwill and assets ( 39,778 ) Adjusted assets held for sale $ 57,334 On February 26, 2021, the Company sold Bridge for a total purchase price of $ 47.0 million. We received cash proceeds net of transaction costs of $ 46.0 million. The proceeds from this sale were used to pay down the balance of our Term Loan (as defined above). During the year ended December 31, 2021 and Successor 2020 Period, we recognized a pretax loss on this divestiture of $ 1.2 million and $ 10.2 million, respectively, which is included in operating expenses in the accompanying consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9. Stockholders’ Equity The TopCo Amended and Restated Partnership Agreement (“Partnership Agreement”) set forth the terms, rights, powers, qualifications, limitations and restrictions of the partnership. In accordance with the Partnership Agreement, there was an unlimited number of authorized Class A Units and Class B Units (collectively, the “Units”) and issuance of such Units was determined by the board of managers. In connection with the Take-Private Transaction, TopCo issued 1,250,000 Class A Units and 90,000,000 Class B Units, with no par values, for the cash paid by Thoma Bravo and its affiliated funds. Units shared in distributions according to a “waterfall” which provided for distributions to be made in the following order and priority: (1) first, to the holders of Class A Units until they received a 9 % annual return on their remaining unreturned capital contributions, compounded quarterly; (2) second, to the holders of Class A Units until they received an amount equal to their respective capital contributions on a pro rata basis; and (3) third, to the holders of the remaining Class B Units based on their percentage of ownership, taking into account any applicable vesting terms and participation threshold on the Class B Units. A participation threshold in respect of a Class B Unit was determined at the time of issuance or grant and was equal to or greater than the amount payable in respect of a Class B Unit having a participation threshold of zero pursuant to the waterfall in a hypothetical liquidation of TopCo at the value of TopCo as of immediately prior to such issuance or grant. No conversion or redemption rights are associated with Class A or Class B Units. In connection with the IPO, TopCo effected a series of transactions that resulted in TopCo’s equityholders holding shares of our common stock directly, and then TopCo being liquidated and dissolved. In connection with the Take-Private Transaction, the Successor's board of directors authorized 2,000 shares of common stock with a par value of $ 0.01 . Common stock issued and outstanding as of July 9, 2021, prior to the stock split and December 31, 2020 were 998.10 and 999.84 , respectively. No other shares were issued. Refer to Note 1—Description of Business and Basis of Presentation for additional information regarding the Company's capital structure. As a result of the stock split on July 9, 2021, common shares issued and outstanding as of December 31, 2021 and 2020 were 140,740,569 and 126,219,075 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Employee Equity Plans The following two tables show stock-based compensation by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Options $ 132 $ 1,706 $ 367 $ 1,997 Restricted stock units 19,586 39,731 6,076 53,991 Employee stock purchase plan 1,165 — 666 524 Class A and Class B units 4,902 8,725 — — Total stock-based compensation $ 25,785 $ 50,162 $ 7,109 $ 56,512 Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Subscription and support cost of revenue $ 899 $ 1,020 $ 301 $ 1,769 Professional services and other cost of revenue 959 687 285 2,111 Sales and marketing 6,936 7,580 1,977 15,098 Research and development 6,943 9,903 1,874 19,550 General and administrative 10,048 30,972 2,672 17,984 Total stock-based compensation $ 25,785 $ 50,162 $ 7,109 $ 56,512 In connection with the Take-Private Transaction on March 31, 2020, and except for certain executives, outstanding stock options and restricted stock units (“RSUs”, and together with the stock options, “equity awards”), whether vested or unvested, were cancelled and replaced with the right to receive $ 49.00 per share in cash, less the applicable exercise price per share and applicable withholding taxes (the “per share price”), with respect of each share of common stock underlying such award (“Cash Replacement Awards”). The per share price attributed to the unvested equity awards will vest and be payable at the same time such equity awards would have vested pursuant to their original terms prior to the replacement . During the year ended December 31, 2021 and Successor 2020 Period, the Company recognized $ 7.6 million and $ 41.4 million of stock-based compensation expense associated with the Cash Replacement Awards, respectively. Successor In July 2021, our board of directors adopted the Instructure Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”) in order to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer eligible individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The 2021 Plan provides for potential grants of the following awards with respect to shares of the Company’s common stock: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) restricted stock units; (iv) performance awards; (v) other equity-based and cash-based incentive awards as determined by the Committee (meaning any committee of the board of directors duly authorized by the board of directors to administer the 2021 Plan). The maximum aggregate number of shares of the Company’s common stock that may be issued pursuant to awards under the 2021 Plan is 18,000,000 shares (the “Plan Share Reserve”). The 2021 Plan also contains a provision that will add an additional number of shares of common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2022, equal to the lesser of (i) the positive difference between (x) 4 % of the outstanding common stock on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of common stock as may be determined by the board of directors. On July 21, 2021, the board of directors granted 1,698,950 RSUs to employees and certain members of the board of directors under the 2021 Plan. Each RSU entitles the recipient to receive one share of the Company's common stock upon vesting. The RSUs are subject to time-based service requirements and generally vest over four years with one quarter of the RSUs vesting on the first anniversary of the vesting commencement date and then one sixteenth vesting quarterly thereafter with vesting commencement dates generally ranging from March 2021 to September 2021. The aggregate fair value of the RSUs granted on the date of the IPO was the IPO price for the underlying common stock of the Company, or $ 20.00 , and totaled $ 34.0 million. In October and December 2021, 261,160 and 270,684 additional RSUs, respectively, were granted to employees under the 2021 Plan. The grant date fair value of the RSUs granted in October and December 2021 was $ 25.88 and $ 21.70 , respectively, which represent the closing stock price for the underlying common stock on the respective grant dates, with an aggregate fair value of $ 12.6 million. Restricted Stock Units Restricted Stock Unit activity on or after the IPO date was as follows during the periods indicated, presented for awards granted to employees and members of the board of directors (in thousands, except per share amounts): RSUs Outstanding Weighted- Average Grant Date Fair Shares Value Per Share Unvested and outstanding at January 1, 2021 — $ — Granted 2,250 20.91 Vested ( 23 ) 21.21 Forfeited or Cancelled ( 240 ) 20.14 Unvested and outstanding at December 31, 2021 1,987 21.00 As of December 31, 2021, total unrecognized compensation cost related to unvested RSUs granted on or after the IPO date amounted to $ 37.2 million, which is expected to be recognized over a weighted average period of 3.5 years. Incentive Units In April 2020, as part of the Take-Private Transaction, the board of managers approved the Instructure Parent, LP Incentive Equity Plan (the “2020 Plan”) and the Instructure Co-Invest Agreement (the “Co-Invest Agreement”) to incentivize employees and to align the employees and management with the owners of the business. The 2020 Plan provides for the grant of incentive stock options, profits interest, equity appreciation rights and other forms of awards to employees and non-employees granted or denominated in shares of the TopCo’s Units. Under the 2020 Plan, 10,000,000 Class B Units (“Incentive Units”) were reserved for issuance (“Incentive Carry”) and do not have a contractual life. Incentive Carry grants are subject to a service and a performance vesting condition based on the achievement of an EBITDA target as established by the Company’s board of managers, over a performance period of four years . The Co-Invest Agreement offered employees the one-time opportunity to co-invest in TopCo by purchasing Units directly from the Company for cash. Under the Co-Invest agreement, the purchase price for one Class A unit and 72 Class B units was $ 1,000 , which is the same investment allocation between the two unit classes as the investment made by existing investors at the time of the Take-Private Transaction. The minimum cash investment was $ 2,500 . Any consideration received in excess of the investment has been recognized as stock-based compensation in the consolidated statements of operations. Additionally, TopCo granted 480,000 Incentive Units to certain members of the board of managers that were only subject to service-based vesting conditions over four years (“Board Carry”). These Incentive Units are not included in the Incentive Carry pool previously discussed and there is no contractual life. In connection with the stock-split and IPO, 2,271,698 Incentive Units that were vested as of the IPO date converted to 1,305,738 shares of the Company's common stock and were released to the Unit holders, and 6,126,802 Incentive Units unvested as of the IPO date were exchanged for 3,496,739 RSUs under the 2021 Plan. The RSUs will generally vest in 11 equal quarterly installments commencing September 1, 2021. In connection with this conversion, the Company will incur incremental stock-based compensation expense of $ 12.4 m illion, which will be recognized over the remaining vesting period of the awards. The following table summarizes the activity under the 2020 Plan, inclusive of the Incentive Carry and Board Carry, and their conversion into RSUs under the 2021 Plan (in thousands, except per unit amounts): RSUs - Pre IPO Weighted Average Grant Date Fair Value Per Unit Outstanding Incentive Units at December 31, 2020 8,666 $ 4.03 Incentive Units granted — — Incentive Units forfeited or cancelled ( 268 ) 4.09 Incentive Units vested at IPO ( 2,271 ) 4.04 Incentive Units exchanged for RSUs ( 6,127 ) — Incentive Units after IPO — — RSUs exchanged from Incentive Units 3,497 — RSUs forfeited or cancelled ( 150 ) 11.06 RSUs vested ( 611 ) 10.00 Outstanding RSUs at December 31, 2021 2,736 $ 10.75 The following table summarizes the assumptions relating to our Incentive Units used in the option pricing model to establish the grant date fair value for the Successor Period from April 1, 2020 to December 31, 2020: Period from April 1 to December 31, 2020 Dividend yield None Volatility 60 % Risk-free interest rate 0.3 % Expected life (years) 4.3 - 4.7 There were no Incentive Units granted subsequent to December 31, 2020. As of December 31, 2021 and 2020, we had $ 28.3 million and $ 28.2 million of unrecognized stock-based compensation expense related to unvested Incentive Units exchanged for RSUs as of July, 21 2021, that are expected to be recognized over a weighted-average period of 2.3 and 3.3 years, respectively. 2021 Employee Stock Purchase Plan In July 2021, our board of directors adopted, and our stockholders approved, the Instructure Holdings, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 ESPP became effective upon the closing of our IPO and provides for the grant of rights to purchase shares of our common stock. The 2021 ESPP initially reserves 1,900,000 shares of common stock under the plan, which automatically increases on January 1 of each calendar year, beginning on January 1, 2022 and continuing through and including January 1, 2031 by an amount equal to 1 % of the shares outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares as is determined by the board of directors. The plan allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. The initial offering consisted of one offering period, which will end on February 28, 2022. After the initial offering ends, a new offering period will begin on the date designated by the board of directors. Each new offering will begin on or about March 1 and September 1 and will be approximately six months in duration. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our common stock on the offering date or (2) the fair market value of our common stock on the purchase date. The following table summarizes the assumptions relating to 2021 ESPP purchase rights used in a Black-Scholes option pricing model for the year ended December 31, 2021: Year ended 2021 Dividend yield None Volatility 47 % Risk-free interest rate 0.06 % Expected life (years) 0.6 Predecessor In August 2015, our board of directors adopted the 2015 Equity Incentive Plan (the “2015 Plan”) and our stockholders approved the 2015 Plan in October 2015. The 2015 Plan became effective in connection with the Predecessor's first initial public offering (the “initial IPO”) and provided for the grant of incentive stock options, nonqualified options, restricted stock units, stock appreciation rights, and s hares of restricted stock. As of December 31, 2019, there were 7,491,786 shares of common stock authorized under the 2015 Plan. The 2015 Plan also provided that the number of shares reserved and available for issuance under the plan automatically increased each January 1, beginning on January 1, 2016 and continuing through and including January 1, 2025, by 4.5 % of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. This number was subject to adjustment in the event of a stock split, stock dividend or other change in our capital structure. Additionally, as part of our acquisition of Portfolium, we assumed the Portfolium 2014 Plan. No shares are available for issuance under the Portfolium 2014 Plan. The board of directors determined the terms of each grant. Generally, options have a vesting period ranging from one to four years. Stock options have a ten-year contractual life. Certain stock options had provisions to accelerate vesting upon the occurrence of certain events such as a change in control. Certain stock options provided for early exercise of unvested shares. All options were granted with an exercise price equal to or greater than the estimated fair value of our common stock at the date of grant. The fair value of the common stock that underlies the stock options has historically been determined by the board of directors based, in part, upon periodic valuation studies obtained from a third-party valuation firm. After the initial IPO and prior to the Take-Private Transaction, the fair value was determined by the then closing price of our common stock as reported on the New York Stock Exchange on the date of grant. There were no grants between the Take-Private Transaction and the date we were de-listed from the New York Stock Exchange. In August 2015, our board of directors adopted the 2015 ESPP. Our stockholders approved the 2015 ESPP in October 2015, which became effective on the closing date of the initial IPO. A total of 333,333 shares of our common stock were initially reserved for issuance under the 2015 ESPP. The number of shares reserved for issuance increased automatically each year, beginning January 1, 2016 through and including January 1, 2025 by the lesser of 1 % of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; 333,333 shares of common stock; or such lesser number as determined by our board of directors. As of December 31, 2019, there were 1,533,205 shares authorized under the 2015 ESPP. The plan allowed eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15 % of their eligible compensation, subject to any plan limitations. Our board of directors approved the 2015 ESPP offerings. Each offering did not to be identical, but could not exceed 27 months and could specify one or more shorter purchase periods within the offering. On each purchase date, eligible employees could purchase our stock at a price per share equal to 85 % of the lesser of (1) the fair market value of our stock on the offering date or (2) the fair market value of our stock on the purchase date. As of January 1, 2020, 602,094 shares were reserved for future issuance under the 2015 ESPP. No shares of common stock were issued during the Successor 2020 Period. In connection with the Take-Private Transaction on March 24, 2020, and except for certain executives, outstanding equity awards (including under the 2015 Plan, the Portfolium 2014 Plan and the 2015 ESPP), whether vested or unvested, were cancelled and replaced with the right to receive the Cash Replacement Awards. The following table summarizes the assumptions relating to our stock options and 2015 ESPP purchase rights used in a Black Scholes option pricing model for the Predecessor 2020 Period, and year ended December 31, 2019. Period from January 1 to March 31, Year ended 2020 2019 Employee Stock Options (1) Dividend yield None None Volatility None 44.24 % Risk-free interest rate None 2.51 % Expected life (years) None 5.1 Fair value of common stock None $ 42.78 Employee Stock Purchase Plan Dividend yield None None Volatility 29.69 % 29.69 % - 45.46 % Risk-free interest rate 1.62 % 1.62 % - 2.38 % Expected life (years) 0.5 0.5 Fair value of common stock $ 52.52 $ 38.14 - $ 52.52 (1) The Company did not grant any employee stock options during the Predecessor 2020 Period. The Company did no t grant any employee stock options during the unaudited three months ended March 31, 2020. The following table summarizes the stock option activity for the year ended December 31, 2019 and Predecessor 2020 Period (in thousands, except per share amounts): Weighted- Weighted- Average Shares Average Remaining Aggregate Underlying Exercise Life Intrinsic Options Price (in years) Value Outstanding at January 1, 2019 1,303 $ 14.09 6.5 $ 30,552 Granted 41 3.54 Exercised ( 701 ) 9.42 Forfeited or cancelled ( 42 ) 21.45 Outstanding at December 31, 2019 601 18.25 6.2 17,992 Vested and expected to vest—December 31, 2019 601 18.25 6.2 17,992 Exercisable at December 31, 2019 442 14.01 5.6 15,130 Outstanding at January 1, 2020 601 $ 18.25 6.2 $ 17,992 Granted — — Exercised ( 131 ) 8.16 5,297 Forfeited or cancelled — 12.24 13 Outstanding at March 31, 2020 470 21.07 3.2 13,113 Vested and expected to vest - March 31, 2020 470 21.07 3.2 13,113 Exercisable at March 31, 2020 (1) 343 $ 16.84 3.6 $ 11,033 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. The following table summarizes the activity of our unvested stock options for the year ended December 31, 2019 and Predecessor 2020 Period (in thousands, except per share amounts): Weighted- Average Shares Grant Date Underlying Fair Value Options Per Share Unvested at January 1, 2019 266 $ 16.89 Granted 41 21.27 Vested ( 113 ) 20.88 Forfeited ( 35 ) 12.87 Unvested at December 31, 2019 159 17.92 Granted — — Vested ( 32 ) 16.05 Forfeited — — Unvested at March 31, 2020 (1) 127 $ 18.38 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. The weighted-average grant-date fair value of each option granted during the Predecessor 2019 Period was $ 21.27 . The total intrinsic value of options exercised was $ 5.3 million and $ 25.0 million during the Predecessor 2020 Period and Predecessor 2019 Period, respectively. The total fair value of options vested during the Predecessor 2020 Period and Predecessor 2019 Period was $ 0.5 million and $ 2.4 million, respectively. As of December 31, 2019, we had $ 2.7 million of unrecognized stock-based compensation costs related to non-vested options that are expected to be recognized over a weighted-average period of 2.1 years. As of December 31, 2019, we had $ 0.9 million of unrecognized stock-based compensation expense related to our ESPP that is expected to be recognized over the remaining term of the then current offering period. RSUs vest upon achievement of their respective service conditions. As soon as practicable following each vesting date, we will issue to the holder of the RSUs the number of shares of common stock equal to the aggregate number of RSUs that have vested. The service condition is a time-based condition met over a vesting period, as determined by our board of directors, which generally ranges from one to four years . The total stock-based compensation expense expected to be recorded over the remaining life of outstanding RSUs is approximately $ 94.9 million at December 31, 2019. That cost is expected to be recognized over a weighted-average period of 3.0 years as of December 31, 2019. As of December 31, 2019, there are 2,584,000 RSUs expected to vest with an aggregate intrinsic value of $ 124.6 million. The total fair value of RSUs vested was approximately $ 8.7 million and $ 50.9 million during the Predecessor 2020 Period and the Predecessor 2019 Period, respectively. The activity for RSUs for the year ended December 31, 2019, and Predecessor 2020 Period is as follows (in thousands, except per share amounts): RSUs Outstanding Shares Weighted Average Grant Date Fair Value Per Share Unvested and outstanding at January 1, 2019 1,690 $ 32.87 Granted 2,706 42.59 Vested ( 1,388 ) 36.70 Cancelled ( 424 ) 36.71 Unvested and outstanding at December 31, 2019 2,584 $ 40.38 Granted 5 48.27 Vested ( 233 ) 36.97 Cancelled ( 240 ) 38.90 Unvested and outstanding at March 31, 2020 (1) 2,116 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income (l oss) before provision (benefit) for income taxes was as follows (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 United States $ ( 124,654 ) $ ( 227,483 ) $ ( 21,003 ) $ ( 82,751 ) Foreign 2,256 5,578 ( 1,017 ) ( 1,688 ) Total $ ( 122,398 ) $ ( 221,905 ) $ ( 22,020 ) $ ( 84,439 ) The components of the provision (benefit) for income taxes were as follows (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Current: Federal $ — $ — $ — $ — State 2,200 96 23 84 Foreign 694 1,022 — 771 Total 2,894 1,118 23 855 Deferred: Federal ( 24,611 ) ( 38,422 ) 1 ( 4,560 ) State ( 5,367 ) ( 6,651 ) ( 1 ) 1 Foreign ( 6,635 ) 31 160 84 Total ( 36,613 ) ( 45,042 ) 160 ( 4,475 ) Provision (benefit) for income taxes $ ( 33,719 ) $ ( 43,924 ) $ 183 $ ( 3,620 ) The following reconciles the differences between income taxes computed at the federal statutory rate of 21 % and the provision for income taxes (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Expected income tax benefit at the federal statutory rate $ ( 25,703 ) $ ( 46,598 ) $ ( 4,615 ) $ ( 17,732 ) State tax net of federal benefit ( 4,565 ) ( 7,417 ) ( 2,280 ) ( 7,011 ) Stock-based compensation 1,277 1,843 ( 3,565 ) ( 4,485 ) Impairment for held-for-sale goodwill — 6,219 — — Difference in foreign tax rates 615 55 250 2,336 Research and development credits — — ( 762 ) ( 3,079 ) Change in valuation allowance ( 6,385 ) 652 12,953 25,798 Other 1,042 1,322 ( 1,798 ) 553 Income tax provision (benefit) $ ( 33,719 ) $ ( 43,924 ) $ 183 $ ( 3,620 ) Deferred Tax Assets and Liabilities Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities were as follows (in thousands): Successor Predecessor Year Ended December 31, Year Ended December 31, Year Ended December 31, 2021 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 102,114 $ 130,928 $ 111,031 Research and development credits 12,114 11,641 10,838 163j interest limitation 21,581 12,550 — Accruals and reserves 4,344 889 1,425 Depreciation and amortization 231 115 203 Lease liability 6,967 8,116 12,852 Stock-based compensation 2,163 1,737 2,783 Valuation allowance ( 9,732 ) ( 16,251 ) ( 111,691 ) Total deferred tax assets 139,782 149,725 27,441 Deferred tax liabilities: Depreciation and amortization — ( 70 ) ( 10,087 ) Intangible assets ( 151,528 ) ( 197,561 ) — Deferred commissions ( 6,890 ) ( 4,466 ) ( 4,793 ) Right of use asset ( 3,894 ) ( 5,713 ) ( 9,671 ) Capitalized costs ( 844 ) ( 516 ) ( 3,530 ) Total deferred tax liabilities ( 163,156 ) ( 208,326 ) ( 28,081 ) Net deferred tax liabilities $ ( 23,374 ) $ ( 58,601 ) $ ( 640 ) On a quarterly basis, we estimate our annual effective tax rate to be applied to ordinary pre-tax income and record the tax impact of any discrete items separately in the relevant period. In addition, any change in valuation allowance that results from a change in judgment of the realizability of deferred tax assets is recorded in the quarter in which the change in judgment occurs. The income tax benefit of $ 33.7 million during the year ended December 31, 2021 primarily relates to the pre-tax GAAP loss and the release of our valuation allowance relating to foreign subsidiaries. During the year ended December 31, 2021, we recognized a $ 56.4 million tax gain on the divestiture of Bridge, which was entirely offset by net operating loss carryforwards, therefore not impacting the tax provision. At December 31, 2021, we had $ 102.1 million in tax-effected federal, state and foreign net operating loss carryforwards. Additionally, at December 31, 2021, we had $ 12.1 million in income tax credits, net of recorded uncertain tax positions ( “UTPs”) , consisting primarily of federal and state research and development tax credits. These tax credits, if unused, begin expiring in 2024 . We review all available evidence to evaluate our recovery of deferred tax assets, including our recent history of accumulated losses in all tax jurisdictions over the most recent three years as well as our ability to generate income in future periods. We have provided a valuation allowance against some of our U.S. state net deferred tax assets as it is more likely than not that these assets will not be realized given the nature of the assets and the likelihood of future utilization. The valuation allowanc e decreased by $ 6.5 million in the year ended December 31, 2021, primarily due to the release of valuation allowance of international subsidiaries. The valuation allowance decreased by $ 108.4 million in the Successor 2020 Period due to Thoma Bravo’s acquisition of Instructure and the deferred tax liability recorded in connection with the step-up in the book basis of the Company’s intangible assets. The Company’s valuation allowance increased by $ 13.0 million in the Predecessor 2020 Period primarily due to the generation of deferred tax assets related to net operating loss carryforwards. U.S. income taxes on the undistributed earnings of our non-U.S. subsidiaries have not been provided for as we currently plan to indefinitely reinvest these amounts and have the ability to do so. Cumulative undistributed foreign earnings were not material at December 31, 2021 and December 31, 2020. We have federal net operating loss carryforwards of $ 351.7 million and $ 481.0 million at December 31, 2021 and 2020, respectively, which if unused will expire at various dates through 2041 . We have federal research and development credit carryforwards of $ 15.0 million and $ 14.4 million at December 31, 2021 and 2020, respectively, that if unused will expire at various dates through 2041 . We also have state research and investment credit carryforwards of $ 4.6 million and 4.5 million as of December 31, 2021 and 2020, respectively, that if unused will expire at various dates through 2037 . Uncertain Tax Positions We account for uncertainty in income taxes using a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The following summarizes activity related to unrecognized tax benefits (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Unrecognized benefit—beginning of the year $ 6,632 $ 6,671 $ 6,152 $ 4,027 Gross increases (decreases)—prior period positions — ( 123 ) — — Gross increases (decreases)—current period positions 265 84 519 2,125 Unrecognized benefit—end of period $ 6,897 $ 6,632 $ 6,671 $ 6,152 The Company does not expect any significant change in our unrecognized tax benefits within the next 12 months. At December 31, 2021, the Company had $ 6.9 million of total unrecognized tax benefits recorded against research and development tax credit carryforwards, all of which would impact the effective tax rate if recognized. At December 31, 2020, the Company had $ 6.6 million of unrecognized tax benefits decreasing deferred tax assets. We have elected to recognize interest and penalties related to UTPs as a component of income tax expense. No interest or penalties have been recorded through the year ended December 31, 2021. We file tax returns in the United States, the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Hungary, Mexico, Brazil, China, Singapore and various state jurisdictions. All of our tax years remain open to examination by major taxing jurisdictions to which we are subject, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they have or will be used in future periods. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 12. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during 2021 and 2020. Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021, were as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,343 $ — $ — $ 3,343 Total assets $ 3,343 $ — $ — $ 3,343 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020, were as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,342 $ — $ — $ 3,342 Total assets $ 3,342 $ — $ — $ 3,342 The carrying amount of our cash, receivables, and payables approximates fair value because of the short-term nature of these items. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 13. Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from one to seven years . These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include early termination options. The Company has elected to exercise its early termination rights. All related operating leases have been impaired to reflect this early termination option. The Company subleases five of its locations. The first, second, third, fourth, and fifth sublease term has 18 months , 39 months , 84 months , 49 months , and 28 months remaining, respectively. None of the above subleases have an option for renewal. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on information available at the lease commencement date to determine the present value of lease payments. The Company performed evaluations of its contracts and determined that each of its identified leases are operating leases. The components of operating lease expense were as follows (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Operating lease cost, gross $ 7,247 $ 6,853 $ 2,235 $ 8,563 Variable lease cost, gross (1) 1,961 1,583 531 2,791 Sublease income ( 1,094 ) ( 539 ) ( 177 ) ( 456 ) Total lease costs (2) $ 8,114 $ 7,897 $ 2,589 $ 10,898 (1) Variable rent expense was not included within the measurement of the Company's operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components. (2) Short-term lease costs for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019 were not significant and are not included in the table above. Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019 were $ 8.6 million, $ 6.8 million, $ 2.5 million, and $ 6.9 million, respectively, and was included in net cash provided by operating activities in the consolidated statements of cash flows. As of December 31, 2021, the maturities of the Company's operating lease liabilities were as follows (in thousands): 2022 $ 8,846 2023 8,696 2024 8,439 2025 4,377 2026 2,803 Thereafter 3,095 Total lease payments 36,256 Less: Imputed interest ( 5,912 ) Lease liabilities 30,344 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 280 ) Lease liabilities, net 30,064 As of December 31, 2021 and 2020, the weighted average remaining lease term was 4.4 and 5.3 years, respectively and the weighted average discount rate used to determine operating lease liabilities was 8.19 %. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Letters of Credit As of December 31, 2021 and 2020, we had a total o f $ 4.2 million and $ 4.7 million, respectively, of letters of credit outstanding that were issued for purposes of securing certain of the Company’s obligations under facility leases and other contractual arrangements. Litigation We are involved in various legal proceedings and claims, including challenges to trademarks, from time to time arising in the normal course of business. If we determine that it is probable that a loss has been incurred and the amount is reasonably estimable, we will record a liability in our consolidated financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. Although the results of litigation and claims are inherently unpredictable and uncertain, management does not believe that the outcome of our various legal proceedings, with the potential exception of the matter outlined within this Annual Report on Form 10-K, if determined adversely to us, singly or in the aggregate, would have a material impact on our financial position, results of operations, or liquidity. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan We sponsor a qualified 401(k) defined contribution plan (the “401(k) Plan”), available to all qualified employees. The 401(k) Plan allows employees to contribute gross salary though payroll deductions up to the legally mandated limit based on their jurisdiction. For the year ended December 31, 2021, the 401(k) Plan provides for matching contributions equal to 50 % of each participant's elective contributions, not to exceed $ 2,000 per participant annually. Participants vest in matching contributions over a three-year period after a one-year cliff vest. For the Successor 2020 Period, Predecessor 2020 Period, and year ended December 31, 2019, the 401(k) Plan provided for matching contributions equal to 50 % of each participant’s elective contributions, not to exceed $ 1,000 per participant annually. Participants vested in matching contributions over a four-year period after a one-year cliff vest. The cost recognized for our contributions to the 401(k) Plan for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 period and year ended December 31, 2019, was $ 1.4 million, $ 0.2 million, $ 0.5 million, and $ 0.9 million, respectively. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 16. Related-Party Transactions The Company has agreements in place with Thoma Bravo, LLC for financial and management advisory services, along with compensation arrangements and reimbursements to directors and officers. During the year ended December 31, 2021, Successor 2020 Period, and Predecessor 2020 period, the Company incurred $ 0.1 million, $ 0.5 million, and $ 47.0 thousand, respectively, related to these services. There were no related party expenses in the year ended December 31, 2019. The related expense is reflected in general and administrative expense in the consolidated statements of operations. The spouse of Mitch Benson, our Chief Product Officer, is an employee of the Company. Mr. Benson has been an employee of the Company since 2014 and our Chief Product Officer since August 2019. His spouse, Ms. Tara Gunther, has been an employee of the Company since 2014. Her 2020 base salary and short-term incentive award was approximately $ 0.2 million in the aggregate. Ms. Gunther held RSUs that were converted into cash awards in the Take-Private Transaction with a value of approximately $ 0.1 million that vested in 2020, and was granted a 2020 target long-term incentive award with a value of approximately $ 0.1 million. She also received benefits generally available to all employees. The compensation for Ms. Gunther was determined in accordance with our standard employment and compensation practices applicable to employees with similar responsibilities and positions. For the year ended December 31, 2021, Ms. Gunther's base salary w as $ 0.2 million. In connection with our entry into our Credit Facilities on March 24, 2020, affiliates of Thoma Bravo collectively acquired $ 129.2 million of our Term Loan. In connection with our principal prepayments made in August 2021, $ 42.5 million of the prepayments were applied to the Term Loan held by affiliates of Thoma Bravo. Additionally, in connection with our October 29, 2021 Refinancing, $ 88.6 million of our Term Loan held by affiliates of Thoma Bravo was paid off. Refer to Note 5—Credit Facility for additional information regarding the principal prepayments and Refinancing. Interest paid to affiliates of Thoma Bravo during the year ended December 31, 2021 and Successor 2020 Period were $ 7.5 million and $ 8.2 million, respectively. Predecessor 2019 Period On May 27, 2019, we hired Jennifer Goldsmith as our Chief Strategy Officer. Ms. Goldsmith is the sibling of Dan Goldsmith, our former Chief Executive Officer. Ms. Goldsmith’s initial cash base salary is $ 0.3 million per year. Ms. Goldsmith also received a short-term salary grant of RSUs with a value of $ 0.1 million and a long-term grant of RSUs with a value of $ 3.6 million. Pursuant to our policies and procedures with respect to related party transactions, the Audit Committee of our Board of Directors approved this related party transaction on April 24, 2019. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | Organization On March 24, 2020, Instructure Parent, L.P. (“TopCo”) acquired 100 percent of Instructure, Inc.’s equity. Instructure Intermediate Holdings I, Inc. was a wholly-owned subsidiary of TopCo and was formed on January 14, 2020 by Thoma Bravo for the purpose of purchasing Instructure, Inc. and had no operations prior to the Take-Private Transaction. On May 26, 2021, Instructure Intermediate Holdings I, Inc. changed its name to Instructure Holdings, Inc. As a result of the Take-Private Transaction, the accompanying consolidated financial statements are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented and are therefore not comparable. The periods prior to March 31, 2020 includes all of the accounts of Instructure, Inc. (Predecessor) and the periods beginning April 1, 2020 include all of the accounts of Instructure Holdings, Inc. (Successor). For accounting purposes, the “Acquisition Date” for the Take-Private Transaction has been designated as March 31, 2020, as the operating results and change in financial position for the intervening period from March 24, 2020 to March 31, 2020 is not material. Except as otherwise stated, the financial information, accounting policies, and activities of the Successor and the Predecessor are referred to as those of the Company. See Note 3—Acquisitions for further information. Instructure, Inc. was incorporated in the state of Delaware in September 2008. We are headquartered in Salt Lake City, Utah, and have wholly-owned subsidiaries in the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, and Singapore. |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The accompanying consolidated financial statements include our accounts and those of our wholly-owned subsidiaries. All intercompany transactions have been eliminated in consolidation. On July 9, 2021, the Company effected a 126,239.815 -for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, on July 9, 2021, the Company’s board of directors and stockholders approved the Certificate of Amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 2,000 shares to 500,000,000 shares and to increase the number of authorized shares of preferred stock from zero shares to 50,000,000 shares. No preferred stock has been issued or outstanding. On July 26, 2021, the Company completed its IPO of 12,500,000 shares of common stock at an offering price of $ 20.00 per share. The Company received net proceeds of $ 234.0 million after deducting underwriting discounts and commissions. On August 19, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,675,000 shares of common stock at the offering price of $ 20.00 per share. The Company received additional net proceeds of $ 31.4 million after deducting underwriting discounts and commissions. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Such estimates, which we evaluate on an on-going basis, include provisions for credit losses, useful lives for property and equipment and intangible assets, valuation allowances for net deferred income tax assets, valuation of stock-based compensation and common stock, acquisition related estimates, our assessment for impairment of goodwill, intangible assets, and other long-lived assets, the standalone selling price of performance obligations and the determination of the period of benefit for deferred commissions. We base our estimates on historical experience and on various other assumptions which we believe to be reasonable. |
Operating Segments | Operating Segments We operate in a single operating segment, cloud-based learning management, assessment and performance systems. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers (“CODMs”), which are our chief executive officer and chief financial officer, in deciding how to allocate resources and assess performance. Our CODMs evaluate our financial information and resources and assess the performance of these resources on a consolidated basis. Since we operate in one operating segment, all required financial segment information can be found on the consolidated financial statements. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders Basic net loss per share attributable to common stockholders for the year ended December 31, 2021, the Successor 2020 Period, the Predecessor 2020 Period, and year ending December 31, 2019 is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock are considered to be common stock equivalents in the Predecessor 2020 Period and year ended December 31, 2019, and restricted stock units are considered to be common stock equivalents in the year ended December 31, 2021, Predecessor 2020 Period, and the year ended December 31, 2019. There were no restricted stock units outstanding during the Successor 2020 Period. A reconciliation of the denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands, except per share amounts): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Numerator: Net loss $ ( 88,679 ) $ ( 177,981 ) $ ( 22,203 ) $ ( 80,819 ) Denominator: Weighted-average common shares outstanding—basic 132,387 126,235 38,369 36,892 Total weighted-average common shares 132,387 126,235 38,369 36,892 Dilutive effect of share equivalents resulting from — — — — Weighted-average common shares outstanding-diluted 132,387 126,235 38,369 36,892 Net loss per common share, basic and diluted $ ( 0.67 ) $ ( 1.41 ) $ ( 0.58 ) $ ( 2.19 ) For the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019 , we incurred net losses and, therefore, the effect of our outstanding options to purchase common stock, restricted stock units, and common stock through the employee stock purchase plan, were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. The following table contains share totals with a potentially dilutive impact (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Options to purchase common stock — — 470 601 Restricted stock units 4,723 — 2,116 2,584 Employee stock purchase plan 176 — — 14 Total 4,899 — 2,586 3,199 |
Concentration of Credit Risk, Significant Customers and International Operations | Concentration of Credit Risk, Significant Customers and International Operations Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash, cash equivalents and accounts receivable. We deposit cash with high credit quality financial institutions, which at times, may exceed federally insured amounts. We have not experienced any losses on our deposits. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. We review the expected collectability of accounts receivable and record a provision for credit losses for amounts that we determine are not collectible. There were no customers with revenue as a percentage of total revenue exceeding 10% for the periods presented. As of December 31, 2021 and 2020, our largest customer's outstanding net accounts receivable balance as a percentage of the total outstanding net accounts receivable balance represente d 10.5 % and 11.3 %, respectively. There were no other customers with outstanding net accounts receivable balances as a percentage of the total outstanding net accounts receivable balance greater than 10% as of December 31, 2021 and 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all short-term highly liquid investments purchased with original maturities of three months or less at the time of acquisition to be cash equivalents. |
Provision for Credit Losses | Provision for Credit Losses Provision for credit losses consist of bad debt expense associated with our accounts receivable balance. These losses are recorded in general and administrative in our consolidated statements of operations. We are exposed to credit losses primarily through our receivables from customers. We develop estimates to reflect the risk of credit loss which are based on historical loss trends adjusted for asset specific attributes, current conditions and reasonable and supportable forecasts of the economic conditions that will exist through the contractual life of the financial asset. We monitor our ongoing credit exposure through an active review of collection trends. Our activities include monitoring the timeliness of payment collection, managing dispute resolution and performing timely account reconciliations. Our provisions for credit loss balances at December 31, 2021 and 2020 were $ 0.8 million and $ 0.9 million, respectively. The following is a roll-forward of our provision for credit losses (in thousands): Balance Charged to Deductions (1) Balance at Provision for Credit Losses Year ended December 31, 2021 $ 902 232 ( 319 ) $ 815 Successor 2020 Period $ — 1,006 ( 104 ) $ 902 Predecessor 2020 Period $ 871 323 ( 163 ) $ 1,031 Year ended December 31, 2019 $ 1,092 377 ( 598 ) $ 871 (1) Deductions include actual accounts written-off, net of recoveries and revaluations. |
Property and Equipment and Intangible Assets | Property and Equipment and Intangible Assets Property and equipment are stated at cost less accumulated depreciation. Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Repairs and maintenance costs that do not extend the useful life or improve the related assets are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets or over the related lease terms (if shorter). The estimated useful life of each asset category is as follows: Estimated Computer and office equipment 2 - 3 years Purchased software 2 - 3 years Furniture and fixtures 2 - 5 years Capitalized software development costs 3 years Leasehold improvement and other Lesser of lease term or useful life Certain costs incurred to develop software applications used in the cloud-based learning, assessment, development and engagement system are capitalized and included in property and equipment, net on the consolidated balance sheets. Capitalizable costs consist of (1) certain external direct costs of materials and services incurred in developing or obtaining internal-use software; and (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project. These costs generally consist of internal labor during configuration, coding and testing activities. Research and development costs incurred during the preliminary project stage, or costs incurred for data conversion activities, training, maintenance and general and administrative or overhead costs, are expensed as incurred. Costs that cannot be separated between the maintenance of, and relatively minor upgrades and enhancements to, internal-use software are also expensed as incurred. Costs incurred during the application development stage that significantly enhance and add new functionality to the cloud-based learning, assessment, development and engagement system are capitalized as capitalized software development costs. Capitalization begins when: (1) the preliminary project stage is complete; (2) management with the relevant authority authorizes and commits to the funding of the software project; (3) it is probable the project will be completed; (4) the software will be used to perform the functions intended; and (5) certain functional and quality standards have been met. Acquired finite-lived intangibles are amortized on a straight-line basis over the estimated useful life of the asset, which ranges from three to ten years . When there are indicators of potential impairment, we evaluate recoverability of the carrying values of property and equipment and intangible assets by comparing the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds our estimated undiscounted future net cash flows, an impairment charge is recognized based on the amount by which the carrying value of the asset exceeds the fair value of the asset. We did not incur any impairment charges during the periods presented. |
Leases | Leases We enter into operating lease arrangements for real estate assets related to office space. Consistent with the Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) 842, Leases (“Topic 842”), the Company determines if an arrangement conveys the right to control the use of the identified asset in exchange for consideration. Operating leases are included as right-of-use assets and lease liabilities in the consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist of the fixed payments under the arrangements. Variable costs, such as maintenance and utilities based on actual usage, are not included in the measurement of right-of-use assets and lease liabilities but are expensed when the event determining the amount of variable consideration to be paid occurs. As the implicit rate of the Company’s leases is not determinable, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. |
Fair Value | Fair Value Our short-term financial instruments include cash equivalents, accounts receivable, accounts payable and accrued liabilities and are carried on the consolidated financial statements as of December 31, 2021 and 2020 at amounts that approximate fair value due to their short-term maturity dates. |
Goodwill | Goodwill Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Goodwill is not subject to amortization, but is tested annually for impairment within our fourth fiscal quarter using an October 1 measurement date or more frequently if there are indicators of impairment. Management considers the following potential indicators of impairment: (1) significant underperformance relative to historical or projected future operating results; (2) significant changes in our use of acquired assets or the strategy of our overall business; (3) significant negative industry or economic trends; and (4) a significant decline in our stock price for a sustained period. We operate under one reporting unit and, as a result, evaluate goodwill impairment based on our fair value as a whole. Our current year impairment test did not result in any impairment of the goodwill balance. Refer to Note 8—Assets and Liabilities Held for Sale for additional information regarding impairment of goodwill. We did not recognize any additional impairment charges in any of the periods presented. We have no other intangible assets with indefinite useful lives. |
Revenue Recognition | Revenue Recognition We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning platform and from customers purchasing additional support beyond the standard support that is included in the basic SaaS fees; and (2) related professional services revenue, which is comprised of training, implementation services and other types of professional services. Consistent with ASC 606, Revenue from Contracts with Customers, revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The timing of revenue recognition may differ from the timing of invoicing our customers. We record an unbilled receivable, which is included within accounts receivable—net on our consolidated balance sheets, when revenue is recognized prior to invoicing. Unbilled receivable balances as of December 31, 2021 and 2020 were $ 0.8 million and $ 0.8 million, respectively. We determined revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers. Subscription and Support Subscription and support revenue is derived from fees from customers to access our learning platform and support beyond the standard support that is included with all subscriptions. The terms of our subscriptions do not provide customers the right to take possession of the software. Subscription and support revenue is generally recognized on a ratable basis over the contract term. Payments from customers are primarily due annually in advance. Professional Services and Other Professional services revenue is derived from implementation, training, and consulting services. Our professional services are typically considered distinct from the related subscription services as the promise to transfer the subscription can be fulfilled independently from the promise to deliver the professional services (i.e., customer receives standalone functionality from the subscription and the customer obtains the intended benefit of the subscription without the professional services). Professional services arrangements are billed in advance, and revenue from these arrangements is typically recognized over time as the services are rendered, using an efforts-expended input method. Implementation services also include nonrefundable upfront setup fees, which are allocated to the remaining performance obligations. Contracts with Multiple Performance Obligations Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on our overall pricing objectives by reviewing our significant pricing practices, including discounting practices, geographical locations, the size and volume of our transactions, the customer type, price lists, our pricing strategy, and historical standalone sales. SSP is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices. Deferred Commissions Sales commissions earned by our sales force, as well as related payroll taxes, are considered incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be generally four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations. Deferred Revenue Deferred revenue consists of billings and payments received in advance of revenue recognition generated by our subscription and support services and professional services and other, as described above. |
Cost of Revenue | Cost of Revenue Cost of subscription revenue consists primarily of our managed hosting provider and other third-party service providers, employee-related costs including payroll, benefits and stock-based compensation expense for our operations and customer support teams, amortization of capitalized software development costs and acquired technology, and allocated overhead costs, which we define as rent, facilities and costs related to information technology, or IT. Cost of professional services and other revenue consists primarily of personnel costs of our professional services organization, including salaries, benefits, travel, bonuses and stock-based compensation, as well as allocated overhead costs. |
Service Availability Warranty | Service Availability Warranty We warrant to our customers: (1) that commercially reasonable efforts will be made to maintain the online availability of the platform for a minimum availability in a trailing 365-day period (excluding scheduled outages, standard maintenance windows, force majeure, and outages that result from any technology issue originating from any customer or user); (2) the functionality or features of the platform may change but will not materially degrade during any paid term; and (3) that support may change but will not materially degrade during any paid term. To date, we have not experienced any significant losses under these warranties. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses. Advertising expenses totaled $ 8.3 million, $ 5.5 million, $ 1.2 million, and $ 12.5 million for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period and year ended December 31, 2019, respectively. |
Stock-Based Compensation | Stock-Based Compensation Successor Before our IPO, we determined the grant date fair value for all unit-based awards granted to employees and nonemployees by using an option-pricing model. As of June 30, 2021, our equity was not publicly traded and there was no history of market prices for our units. Thus, estimating grant date fair value required us to make assumptions, including the value of our equity, expected time to liquidity, and expected volatility. Stock-based compensation costs for granted units were recognized as expense over the requisite service period, which was generally the vesting period for awards, on a straight-line basis for awards with only a service condition. For granted units subject to performance conditions, the Company recorded expense when the performance condition became probable. Forfeitures were accounted for as they occurred. Subsequent to our IPO in July 2021, we account for all awards granted to employees and nonemployees using a fair value method. Stock-based compensation is recognized as an expense and is measured at the fair value of the award. The measurement date for employee awards is generally the date of the grant. Stock-based compensation costs are recognized as expense over the requisite service period, which is generally the vesting period for awards, on a straight-line basis for awards with only a service condition. Forfeitures are accounted for as they occur. We use the closing price of our common stock as reported on the New York Stock Exchange for the fair value of restricted stock units (“RSUs”) granted. We use the Black-Scholes option pricing model to determine the fair value of purchase rights issued to employees under our 2021 Employee Stock Purchase Plan (“2021 ESPP”). The Black-Scholes option pricing model is affected by the price of our common stock and a number of assumptions, including the award’s expected life, risk-free interest rate, the expected volatility of the underlying stock and expected dividends. These assumptions are estimated as follows: • Fair Value of Our Common Stock. We rely on the closing price of our common stock as reported by the New York Stock Exchange on the date of grant to determine the fair value of our common stock. • Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. • Expected Term. For the 2021 ESPP, we have used an expected term of 0.6 years for the first offering period and will use an expected term of 0.5 years for subsequent offering periods. • Volatility. For the first offering period, we estimate the price volatility factor based on the historical volatilities of our comparable companies as we do not have a sufficient trading history for our common stock. To determine our comparable companies, we consider public enterprise cloud-based application providers and select those that are similar to us in size, stage of life cycle, and financial leverage. Beginning with the second offering period we will begin using the trading history of our own common stock to determine expected volatility. • Expected Dividend Yield. We have not paid and do not expect to pay dividends for the foreseeable future. Predecessor For the Predecessor 2020 Period and year ended December 31, 2019 ( “ Predecessor Periods ” ), we accounted for all stock options and awards granted to employees and nonemployees using a fair value method. Stock-based compensation was recognized as an expense and measured at the fair value of the award. The measurement date for employee awards was generally the date of the grant. Stock-based compensation costs were recognized as expense over the requisite service period, which was generally the vesting period for awards, on a straight-line basis for awards with only a service condition. Forfeitures were accounted for as they occurred. During the Predecessor Periods, we used the then closing price of our common stock as reported on the New York Stock Exchange for the fair value of RSUs granted as at that time our common stock was publicly traded. During the Predecessor Periods, we used the Black-Scholes option pricing model to determine the fair value of stock options issued to our employees, as well as purchase rights issued to employees under our 2015 Employee Stock Purchase Plan (“2015 ESPP”). The Black-Scholes option pricing model is affected by the price of our common stock and a number of assumptions, including the award’s expected life, risk-free interest rate, the expected volatility of the underlying stock and expected dividends. These assumptions are estimated as follows: • Fair Value of Our Common Stock. We relied on the closing price of our common stock as reported by the New York Stock Exchange on the date of grant to determine the fair value of our common stock. • Risk-Free Interest Rate. We based the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. • Expected Term. We estimated the expected term for stock options using the simplified method due to the lack of historical exercise activity for our Company. The simplified method calculated the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the 2015 ESPP, we used an expected term of 0.5 years to match the offering period. • Volatility. For the first offering period, we estimated the price volatility factor based on the historical volatilities of our comparable companies as we did not have a sufficient trading history for our common stock. To determine our comparable companies, we considered public enterprise cloud-based application providers and select those that are similar to us in size, stage of life cycle, and financial leverage. We applied this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price became available in connection with our initial IPO (as defined herein). For the remaining offering periods of the 2015 ESPP, we used the trading history of our own common stock to determine expected volatility. • Expected Dividend Yield. We have not paid and do not expect to pay dividends for the foreseeable future. In connection with the Take-Private Transaction on March 31, 2020, and except for certain executives, outstanding equity awards (inclu ding under the 2015 Plan, the Portfolium 2014 Plan and the 2015 ESPP) (each as defined herein), whether vested or unvested, were cancelled and replaced with the right to receive the Cash Replacement Awards (as defined herein). |
Business Combinations | Business Combinations We estimate the fair value of assets acquired and liabilities assumed in a business combination. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. |
Foreign Currency | Foreign Currency The functional currency of our foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in a foreign currency are remeasured into U.S. dollars at the exchange rates in effect at the balance sheet dates. Income and expense accounts are remeasured on the date of the transaction using the exchange rate in effect on the transaction date. Non-monetary assets, liabilities, and equity transactions are converted at historical exchange rates in effect at the time of the transaction. Foreign currency transaction gains and losses are recorded in other income (expense), net on the consolidated statements of operations. |
Research and Development | Research and Development With the exception of capitalized software development costs, research and development costs are expensed as incurred. |
Risks and Uncertainties | Risks and Uncertainties We are subject to all of the risks inherent in an early stage business. These risks include, but are not limited to, a limited operating history, new and rapidly evolving markets, dependence on the development of new services, unfavorable economic and market conditions, changes in level of demand for our services, and the timing of new application introductions. If we fail to anticipate or to respond adequately to technological developments in our industry, changes in customer or supplier requirements, or changes in regulatory requirements or industry standards, or any significant delays in the development or introduction of services, our business could be harmed. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and our deferred tax assets and liabilities. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. Accordingly, the need to establish such allowance is assessed periodically by considering matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations. The evaluation of recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. In recognizing tax benefits from uncertain tax positions, we assess whether it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. As we expand internationally, we will face increased complexity in determining the appropriate tax jurisdictions for revenue and expense items, and as a result, we may record unrecognized tax benefits in the future. At that time, we would make adjustments to these potential future reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent that the final tax outcome of these matters would be different to the amounts we may potentially record in the future, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. |
Assets and Liabilities Held for Sale | Assets and Liabilities Held for Sale Assets and liabilities meeting the accounting requirements to be classified as held for sale are presented as single asset and liability amounts in our consolidated balance sheets at the lower of cost or fair value, less costs to sell. We assess all assets and liabilities held for sale each reporting period they remain classified as held for sale to determine whether the existing carrying amounts are fully recoverable in comparison to estimated fair values. The remeasurement of assets and liabilities held for sale is classified as a Level 3 fair value assessment, as described in Note 12 —Fair Value of Financial Instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted accounting pronouncements Effective January 1, 2020, the Company adopted Accounting Standard Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses, which requires the use of a forward-looking expected credit loss model for accounts receivables, loans and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through a provision for credit losses rather than as a reduction in the amortized cost basis of the securities. The adoption of this guidance did not have a material impact on our consolidated financial statements and related notes. Effective January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The adoption of this guidance did not have a material impact on our consolidated financial statements and related notes. Issued accounting pronouncements In January of 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which refined the scope of Topic 848 and clarified some of its provisions. The amendments permit entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by the discounting transition. The Company is evaluating the impact of the ASU as it relates to arrangements that reference London Inter-Bank Offered Rate (“LIBOR”). In July of 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors—Certain Leases with Variable Lease Payments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. Upon adoption a lessor will be required to classify a lease with variable lease payments (that do not depend on a rate or index) as an operating lease on commencement date if classifying the lease as a sales-type or direct financing lease would result in a selling loss. The amendments are effective for public companies for fiscal years beginning after December 15, 2021, and can be adopted retrospectively or prospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In October of 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in this update are effective for public companies for fiscal years beginning after December 15, 2022, and early adoption is allowed. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share | A reconciliation of the denominator used in the calculation of basic and diluted net loss per share is as follows (in thousands, except per share amounts): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Numerator: Net loss $ ( 88,679 ) $ ( 177,981 ) $ ( 22,203 ) $ ( 80,819 ) Denominator: Weighted-average common shares outstanding—basic 132,387 126,235 38,369 36,892 Total weighted-average common shares 132,387 126,235 38,369 36,892 Dilutive effect of share equivalents resulting from — — — — Weighted-average common shares outstanding-diluted 132,387 126,235 38,369 36,892 Net loss per common share, basic and diluted $ ( 0.67 ) $ ( 1.41 ) $ ( 0.58 ) $ ( 2.19 ) |
Summary of Shares Excluded from Calculation of Diluted Net Loss Per Share with a Potential Dilutive Impact | The following table contains share totals with a potentially dilutive impact (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Options to purchase common stock — — 470 601 Restricted stock units 4,723 — 2,116 2,584 Employee stock purchase plan 176 — — 14 Total 4,899 — 2,586 3,199 |
Summary of Allowance for Doubtful Accounts | The following is a roll-forward of our provision for credit losses (in thousands): Balance Charged to Deductions (1) Balance at Provision for Credit Losses Year ended December 31, 2021 $ 902 232 ( 319 ) $ 815 Successor 2020 Period $ — 1,006 ( 104 ) $ 902 Predecessor 2020 Period $ 871 323 ( 163 ) $ 1,031 Year ended December 31, 2019 $ 1,092 377 ( 598 ) $ 871 (1) Deductions include actual accounts written-off, net of recoveries and revaluations. |
Summary of Estimated Useful Life of Each Asset Category | The estimated useful life of each asset category is as follows: Estimated Computer and office equipment 2 - 3 years Purchased software 2 - 3 years Furniture and fixtures 2 - 5 years Capitalized software development costs 3 years Leasehold improvement and other Lesser of lease term or useful life |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2021 2020 Computer and office equipment $ 2,668 $ 2,249 Capitalized software development costs 4,591 2,377 Furniture and fixtures 1,325 1,296 Leasehold improvements and other 4,330 7,327 Total property and equipment 12,914 13,249 Less accumulated depreciation and amortization ( 2,122 ) ( 1,960 ) Total $ 10,792 $ 11,289 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Eesysoft Software International B.V. | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Impact acquisition subsequent to the measurement period adjustment (in thousands): Consideration transferred Cash paid $ 17,472 Deferred consideration 1,500 Total purchase consideration $ 18,972 Identifiable assets acquired Cash $ 586 Accounts receivable 624 Deposits 9 Intangible assets: developed technology 3,300 Intangible assets: customer relationships 1,700 Total assets acquired $ 6,219 Liabilities assumed Accounts payable and accrued liabilities $ 49 Deferred revenue 692 Payroll tax liability 91 Deferred tax liability 672 Lease liability 24 Total liabilities assumed $ 1,528 Goodwill 14,281 Total purchase consideration $ 18,972 |
Top Co [Member] | |
Schedule of Final Allocation of the Purchase Price | The final allocation of the purchase price was as follows (in thousands): Consideration transferred Cash paid $ 1,904,064 Total purchase consideration $ 1,904,064 Identifiable assets acquired Cash and cash equivalents $ 58,703 Accounts receivable 25,749 Prepaid expenses 44,177 Other assets 5,150 Intangible assets: developed technology 300,000 Intangible assets: customer relationships 395,000 Intangible assets: trade name 130,900 Property and equipment 14,353 Right-of-use assets 34,539 Total assets acquired $ 1,008,571 Liabilities assumed Accounts payable and accrued liabilities $ 40,254 Deferred revenue 86,600 Lease liabilities 39,189 Deferred tax liability 88,461 Other liabilities 80 Total liabilities assumed $ 254,584 Goodwill 1,150,077 Total purchase consideration $ 1,904,064 |
Certica Holdings LLC | |
Schedule of Final Allocation of the Purchase Price | The final allocation of the purchase price was as follows (in thousands): Consideration transferred Cash paid $ 133,416 Total purchase consideration $ 133,416 Identifiable assets acquired Cash $ 12,243 Accounts receivable 2,533 Prepaid expenses 1,360 Other assets 537 Intangible assets: developed technology 28,300 Intangible assets: customer relationships 60,900 Intangible assets: trade name 700 Total assets acquired $ 106,573 Liabilities assumed Accounts payable and accrued liabilities $ 896 Deferred revenue 7,802 Contingent consideration liability 750 Other liability 469 Deferred tax liability (1) 15,756 Total liabilities assumed $ 25,673 Goodwill (1) 52,516 Total purchase consideration $ 133,416 During the fourth quarter of 2021, an adjustment of $ 0.6 million was made to the provisional deferred tax liability, with a corresponding increase to goodwill, upon finalizing and filing the Certica tax return. |
Elevate Data Sync | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the Elevate Data Sync acquisition (in thousands): Consideration transferred Cash paid $ 11,021 Holdback amount 350 Total purchase consideration $ 11,371 Identifiable assets acquired Cash and cash equivalents $ 1,324 Accounts receivable, net 336 Prepaid expenses 66 Intangible assets: developed technology 2,200 Intangible assets: customer relationships 1,200 Total assets acquired $ 5,126 Liabilities assumed Accounts payable and accrued liabilities $ 174 Deferred revenue 515 Other liabilities 25 Total liabilities assumed $ 714 Goodwill 6,959 Total purchase consideration $ 11,371 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2020 $ 1,172,395 Additions (Note 3 - Acquisitions) 21,826 Balance as of December 31, 2021 $ 1,194,221 |
Summary of Intangible Assets | Intangible assets, net of amounts held for sale, consisted of the following (in thousands): Weighted-Average R emaining Useful Life December 31, 2021 December 31, 2020 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Software 15 Months $ 21 $ ( 13 ) $ 8 $ 23 $ ( 6 ) $ 17 Trade names 97 Months 125,800 ( 22,809 ) 102,991 126,383 ( 10,279 ) 116,104 Developed technology 41 Months 313,800 ( 104,215 ) 209,585 310,311 ( 44,167 ) 266,144 Customer relationships 65 Months 413,600 ( 96,438 ) 317,162 413,947 ( 40,863 ) 373,084 Total $ 853,221 $ ( 223,475 ) $ 629,746 $ 850,664 $ ( 95,315 ) $ 755,349 |
Estimated Amortization Expense | Based on the recorded intangible assets at December 31, 2021, estimated amortization expense is expected to be as follows (in thousands): Amortization Years Ending December 31, Expense 2022 $ 134,966 2023 134,961 2024 134,726 2025 92,013 2026 71,925 Thereafter 61,155 Total $ 629,746 |
Credit Facility (Tables)
Credit Facility (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | The maturities of outstanding debt, as of December 31, 2021, are as follows (in thousands): Amount Years Ending December 31, 2022 3,750 2023 5,000 2024 5,000 2025 5,000 2026 5,000 Thereafter 476,250 Total $ 500,000 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of Revenue by Geographic Region | The following tables present the Company’s disaggregated revenues based on its two customer bases and by geographic region, based on the physical location of the customer (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Education $ 401,699 $ 217,963 $ 65,564 $ 237,012 Corporate 3,662 12,710 5,825 21,461 Total revenue $ 405,361 $ 230,673 $ 71,389 $ 258,473 Percentage of revenue generated by Education 99 % 94 % 92 % 92 % Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 United States $ 325,998 $ 186,612 $ 56,850 $ 206,183 Foreign 79,363 44,061 14,539 52,290 Total revenue $ 405,361 $ 230,673 $ 71,389 $ 258,473 Percentage of revenue generated outside of the United States 20 % 19 % 20 % 20 % |
Assets and Liabilities Held f_2
Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets and Liabilities Held for Sale | The following table presents information related to the assets and liabilities that were classified as held for sale at December 31, 2020 (amounts in thousands): December 31, 2020 Assets Net receivables $ 228 Deferred commissions, current 576 Other current assets 406 Property and equipment, net 267 Deferred commissions, net of current portion 864 Goodwill 29,612 Net intangible assets 65,159 Total assets held for sale $ 97,112 Liabilities Accrued Liabilities $ 154 Deferred revenue 11,680 Total liabilities held for sale 11,834 Total net assets held for sale $ 85,278 Total net assets held for sale $ 85,278 Estimated fair value less costs to sell ( 45,500 ) Impairment of held-for-sale assets $ 39,778 Total assets held for sale $ 97,112 Impairment of held-for-sale goodwill and assets ( 39,778 ) Adjusted assets held for sale $ 57,334 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense by Award Type | The following two tables show stock-based compensation by award type and where the stock-based compensation expense was recorded in our consolidated statements of operations (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Options $ 132 $ 1,706 $ 367 $ 1,997 Restricted stock units 19,586 39,731 6,076 53,991 Employee stock purchase plan 1,165 — 666 524 Class A and Class B units 4,902 8,725 — — Total stock-based compensation $ 25,785 $ 50,162 $ 7,109 $ 56,512 |
Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations | Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Subscription and support cost of revenue $ 899 $ 1,020 $ 301 $ 1,769 Professional services and other cost of revenue 959 687 285 2,111 Sales and marketing 6,936 7,580 1,977 15,098 Research and development 6,943 9,903 1,874 19,550 General and administrative 10,048 30,972 2,672 17,984 Total stock-based compensation $ 25,785 $ 50,162 $ 7,109 $ 56,512 |
Summary of Restricted Stock Unit Activity | Restricted Stock Unit activity on or after the IPO date was as follows during the periods indicated, presented for awards granted to employees and members of the board of directors (in thousands, except per share amounts): RSUs Outstanding Weighted- Average Grant Date Fair Shares Value Per Share Unvested and outstanding at January 1, 2021 — $ — Granted 2,250 20.91 Vested ( 23 ) 21.21 Forfeited or Cancelled ( 240 ) 20.14 Unvested and outstanding at December 31, 2021 1,987 21.00 |
Summary of Incentive Unit Activity | The following table summarizes the activity under the 2020 Plan, inclusive of the Incentive Carry and Board Carry, and their conversion into RSUs under the 2021 Plan (in thousands, except per unit amounts): RSUs - Pre IPO Weighted Average Grant Date Fair Value Per Unit Outstanding Incentive Units at December 31, 2020 8,666 $ 4.03 Incentive Units granted — — Incentive Units forfeited or cancelled ( 268 ) 4.09 Incentive Units vested at IPO ( 2,271 ) 4.04 Incentive Units exchanged for RSUs ( 6,127 ) — Incentive Units after IPO — — RSUs exchanged from Incentive Units 3,497 — RSUs forfeited or cancelled ( 150 ) 11.06 RSUs vested ( 611 ) 10.00 Outstanding RSUs at December 31, 2021 2,736 $ 10.75 |
Summary of Assumptions Relating to Incentive Units | The following table summarizes the assumptions relating to our Incentive Units used in the option pricing model to establish the grant date fair value for the Successor Period from April 1, 2020 to December 31, 2020: Period from April 1 to December 31, 2020 Dividend yield None Volatility 60 % Risk-free interest rate 0.3 % Expected life (years) 4.3 - 4.7 |
Summary of Assumptions Relating to Stock Options and ESPP Purchase Rights | The following table summarizes the assumptions relating to 2021 ESPP purchase rights used in a Black-Scholes option pricing model for the year ended December 31, 2021: Year ended 2021 Dividend yield None Volatility 47 % Risk-free interest rate 0.06 % Expected life (years) 0.6 The following table summarizes the assumptions relating to our stock options and 2015 ESPP purchase rights used in a Black Scholes option pricing model for the Predecessor 2020 Period, and year ended December 31, 2019. Period from January 1 to March 31, Year ended 2020 2019 Employee Stock Options (1) Dividend yield None None Volatility None 44.24 % Risk-free interest rate None 2.51 % Expected life (years) None 5.1 Fair value of common stock None $ 42.78 Employee Stock Purchase Plan Dividend yield None None Volatility 29.69 % 29.69 % - 45.46 % Risk-free interest rate 1.62 % 1.62 % - 2.38 % Expected life (years) 0.5 0.5 Fair value of common stock $ 52.52 $ 38.14 - $ 52.52 (1) The Company did not grant any employee stock options during the Predecessor 2020 Period. |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2019 and Predecessor 2020 Period (in thousands, except per share amounts): Weighted- Weighted- Average Shares Average Remaining Aggregate Underlying Exercise Life Intrinsic Options Price (in years) Value Outstanding at January 1, 2019 1,303 $ 14.09 6.5 $ 30,552 Granted 41 3.54 Exercised ( 701 ) 9.42 Forfeited or cancelled ( 42 ) 21.45 Outstanding at December 31, 2019 601 18.25 6.2 17,992 Vested and expected to vest—December 31, 2019 601 18.25 6.2 17,992 Exercisable at December 31, 2019 442 14.01 5.6 15,130 Outstanding at January 1, 2020 601 $ 18.25 6.2 $ 17,992 Granted — — Exercised ( 131 ) 8.16 5,297 Forfeited or cancelled — 12.24 13 Outstanding at March 31, 2020 470 21.07 3.2 13,113 Vested and expected to vest - March 31, 2020 470 21.07 3.2 13,113 Exercisable at March 31, 2020 (1) 343 $ 16.84 3.6 $ 11,033 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Summary of Activity of Unvested Stock Options | The following table summarizes the activity of our unvested stock options for the year ended December 31, 2019 and Predecessor 2020 Period (in thousands, except per share amounts): Weighted- Average Shares Grant Date Underlying Fair Value Options Per Share Unvested at January 1, 2019 266 $ 16.89 Granted 41 21.27 Vested ( 113 ) 20.88 Forfeited ( 35 ) 12.87 Unvested at December 31, 2019 159 17.92 Granted — — Vested ( 32 ) 16.05 Forfeited — — Unvested at March 31, 2020 (1) 127 $ 18.38 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Summary of Restricted Stock Units Activity | The activity for RSUs for the year ended December 31, 2019, and Predecessor 2020 Period is as follows (in thousands, except per share amounts): RSUs Outstanding Shares Weighted Average Grant Date Fair Value Per Share Unvested and outstanding at January 1, 2019 1,690 $ 32.87 Granted 2,706 42.59 Vested ( 1,388 ) 36.70 Cancelled ( 424 ) 36.71 Unvested and outstanding at December 31, 2019 2,584 $ 40.38 Granted 5 48.27 Vested ( 233 ) 36.97 Cancelled ( 240 ) 38.90 Unvested and outstanding at March 31, 2020 (1) 2,116 (1) Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | oss) before provision (benefit) for income taxes was as follows (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 United States $ ( 124,654 ) $ ( 227,483 ) $ ( 21,003 ) $ ( 82,751 ) Foreign 2,256 5,578 ( 1,017 ) ( 1,688 ) Total $ ( 122,398 ) $ ( 221,905 ) $ ( 22,020 ) $ ( 84,439 ) |
Components of Provision (Benefit) for Income Taxes | The components of the provision (benefit) for income taxes were as follows (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Current: Federal $ — $ — $ — $ — State 2,200 96 23 84 Foreign 694 1,022 — 771 Total 2,894 1,118 23 855 Deferred: Federal ( 24,611 ) ( 38,422 ) 1 ( 4,560 ) State ( 5,367 ) ( 6,651 ) ( 1 ) 1 Foreign ( 6,635 ) 31 160 84 Total ( 36,613 ) ( 45,042 ) 160 ( 4,475 ) Provision (benefit) for income taxes $ ( 33,719 ) $ ( 43,924 ) $ 183 $ ( 3,620 ) |
Reconciliation of Income Taxes Computed at Federal Statutory Rate and Provision for Income Taxes | The following reconciles the differences between income taxes computed at the federal statutory rate of 21 % and the provision for income taxes (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Expected income tax benefit at the federal statutory rate $ ( 25,703 ) $ ( 46,598 ) $ ( 4,615 ) $ ( 17,732 ) State tax net of federal benefit ( 4,565 ) ( 7,417 ) ( 2,280 ) ( 7,011 ) Stock-based compensation 1,277 1,843 ( 3,565 ) ( 4,485 ) Impairment for held-for-sale goodwill — 6,219 — — Difference in foreign tax rates 615 55 250 2,336 Research and development credits — — ( 762 ) ( 3,079 ) Change in valuation allowance ( 6,385 ) 652 12,953 25,798 Other 1,042 1,322 ( 1,798 ) 553 Income tax provision (benefit) $ ( 33,719 ) $ ( 43,924 ) $ 183 $ ( 3,620 ) |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities were as follows (in thousands): Successor Predecessor Year Ended December 31, Year Ended December 31, Year Ended December 31, 2021 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 102,114 $ 130,928 $ 111,031 Research and development credits 12,114 11,641 10,838 163j interest limitation 21,581 12,550 — Accruals and reserves 4,344 889 1,425 Depreciation and amortization 231 115 203 Lease liability 6,967 8,116 12,852 Stock-based compensation 2,163 1,737 2,783 Valuation allowance ( 9,732 ) ( 16,251 ) ( 111,691 ) Total deferred tax assets 139,782 149,725 27,441 Deferred tax liabilities: Depreciation and amortization — ( 70 ) ( 10,087 ) Intangible assets ( 151,528 ) ( 197,561 ) — Deferred commissions ( 6,890 ) ( 4,466 ) ( 4,793 ) Right of use asset ( 3,894 ) ( 5,713 ) ( 9,671 ) Capitalized costs ( 844 ) ( 516 ) ( 3,530 ) Total deferred tax liabilities ( 163,156 ) ( 208,326 ) ( 28,081 ) Net deferred tax liabilities $ ( 23,374 ) $ ( 58,601 ) $ ( 640 ) |
Summary of Activity Related to Unrecognized Tax Benefits | The following summarizes activity related to unrecognized tax benefits (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Unrecognized benefit—beginning of the year $ 6,632 $ 6,671 $ 6,152 $ 4,027 Gross increases (decreases)—prior period positions — ( 123 ) — — Gross increases (decreases)—current period positions 265 84 519 2,125 Unrecognized benefit—end of period $ 6,897 $ 6,632 $ 6,671 $ 6,152 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Assets and liabilities measured at fair value on a recurring basis as of December 31, 2021, were as follows (in thousands): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,343 $ — $ — $ 3,343 Total assets $ 3,343 $ — $ — $ 3,343 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2020, were as follows (in thousands): December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,342 $ — $ — $ 3,342 Total assets $ 3,342 $ — $ — $ 3,342 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Expense | The Company performed evaluations of its contracts and determined that each of its identified leases are operating leases. The components of operating lease expense were as follows (in thousands): Successor Predecessor Year Ended December 31, Period from Period from Year Ended December 31, 2021 2020 2020 2019 Operating lease cost, gross $ 7,247 $ 6,853 $ 2,235 $ 8,563 Variable lease cost, gross (1) 1,961 1,583 531 2,791 Sublease income ( 1,094 ) ( 539 ) ( 177 ) ( 456 ) Total lease costs (2) $ 8,114 $ 7,897 $ 2,589 $ 10,898 (1) Variable rent expense was not included within the measurement of the Company's operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components. (2) Short-term lease costs for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019 were not significant and are not included in the table above. |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2021, the maturities of the Company's operating lease liabilities were as follows (in thousands): 2022 $ 8,846 2023 8,696 2024 8,439 2025 4,377 2026 2,803 Thereafter 3,095 Total lease payments 36,256 Less: Imputed interest ( 5,912 ) Lease liabilities 30,344 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 280 ) Lease liabilities, net 30,064 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 19, 2021USD ($)$ / sharesshares | Jul. 26, 2021USD ($)$ / sharesshares | Jul. 09, 2021shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Customer$ / sharesshares | Dec. 31, 2022 | Dec. 31, 2021USD ($)SegmentCustomer$ / sharesshares | Dec. 31, 2020USD ($)Customer$ / sharesshares | Dec. 31, 2019USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Stock split of issued and outstanding common stock | 126,239.815 | ||||||||
Common stock, shares authorized | 252,480,000 | 500,000,000 | 252,480,000 | ||||||
Preferred stock, shares issued | 0 | ||||||||
Preferred stock, shares outstanding | 0 | ||||||||
Common stock, shares issued | 126,219,000 | 140,741,000 | 126,219,000 | ||||||
Offering price per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Net proceeds after underwriting discounts and commission deduction | $ | $ 1,067 | $ 0 | $ 0 | $ 12,868 | |||||
Number of operating segment | Segment | 1 | ||||||||
Provision for credit losses | $ | $ 800 | $ 900 | |||||||
Number of reporting units | Segment | 1 | ||||||||
Unbilled receivables | $ | 800 | $ 800 | 800 | ||||||
Advertising expense | $ | $ 1,200 | 5,500 | 8,300 | $ 12,500 | |||||
Operating lease right-of-use assets | $ | $ 26,904 | 18,175 | $ 26,904 | ||||||
Operating lease liabilities | $ | $ 30,344 | ||||||||
Top Co [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Business acquisition, percentage acquired | 100.00% | ||||||||
Minimum | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock, shares authorized | 2,000 | ||||||||
Preferred stock, shares authorized | 0 | ||||||||
Finite lived intangible asset, estimated useful life | 3 years | ||||||||
Expected life (years) | 4 years 3 months 18 days | ||||||||
Maximum | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock, shares authorized | 500,000,000 | ||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||
Finite lived intangible asset, estimated useful life | 10 years | ||||||||
Expected life (years) | 4 years 8 months 12 days | ||||||||
IPO Member | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock, shares issued | 12,500,000 | ||||||||
Offering price per share | $ / shares | $ 20 | ||||||||
Net proceeds after underwriting discounts and commission deduction | $ | $ 234,000 | ||||||||
Over Allotment Option Member | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Common stock, shares issued | 1,675,000 | ||||||||
Offering price per share | $ / shares | $ 20 | ||||||||
Net proceeds after underwriting discounts and commission deduction | $ | $ 31,400 | ||||||||
2021 Employee Stock Purchase Plan | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Expected life (years) | 7 months 6 days | ||||||||
2021 Employee Stock Purchase Plan | Forecast | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Expected life (years) | 6 months | ||||||||
2015 Employee Stock Purchase Plan | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Expected life (years) | 6 months | ||||||||
Revenue | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of customers greater than 10 % of total revenue | Customer | 0 | ||||||||
Accounts Receivable Net | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of other customers greater than 10 % of accounts receivable | Customer | 0 | 0 | 0 | ||||||
Customer Concentration Risk | Revenue | International Customers | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 20.00% | 20.00% | |||||||
Customer Concentration Risk | Accounts Receivable Net | International Customers | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, percentage | 10.50% | 11.30% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) |
Denominator: | ||||
Weighted-average common shares outstanding—basic | 38,369 | 126,235 | 132,387 | 36,892 |
Total weighted-average common shares outstanding—basic | 38,369 | 126,235 | 132,387 | 36,892 |
Dilutive effect of share equivalents resulting from stock options and unvested restricted stock units | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding-diluted | 38,369 | 126,235 | 132,387 | 36,892 |
Net loss per common share, basic and diluted | $ (0.58) | $ (1.41) | $ (0.67) | $ (2.19) |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summary of Shares Excluded from Calculation of Diluted Net Loss Per Share with a Potential Dilutive Impact (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 2,586 | 0 | 4,899 | 3,199 |
Options to Purchase Common Stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 470 | 0 | 0 | 601 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 2,116 | 0 | 4,723 | 2,584 |
Employee Stock Purchase Plan | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted loss per share with a potential dilutive impact | 0 | 0 | 176 | 14 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Summary of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | ||
Receivables [Abstract] | |||||
Allowance for doubtful accounts, beginning balance | $ 871 | $ 1,031 | $ 902 | $ 1,092 | |
Allowance for doubtful accounts, charged to costs or expenses | 323 | 1,006 | 232 | 377 | |
Allowance for doubtful accounts, deductions | [1] | (163) | (104) | (319) | (598) |
Allowance for doubtful accounts, ending balance | $ 1,031 | $ 902 | $ 815 | $ 871 | |
[1] | Deductions include actual accounts written-off, net of recoveries and revaluations. |
Description of Business and S_8
Description of Business and Summary of Significant Accounting Policies - Summary of Estimated Useful Life Assets Category (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Capitalized Software Development Costs | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Leasehold Improvements and Other | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives | Lesser of lease term or useful life |
Minimum | Computer and Office Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 2 years |
Minimum | Purchased Software | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 2 years |
Minimum | Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 2 years |
Maximum | Computer and Office Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | Purchased Software | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Maximum | Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Description of Business and S_9
Description of Business and Summary of Significant Accounting Policies - Summary of Consolidated Statement of Operations Reflecting Adoption of Topic 606 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Total revenue | $ 71,389 | $ 230,673 | $ 405,361 | $ 258,473 |
Gross profit | 46,991 | 106,523 | 235,496 | 175,647 |
Operating expenses: | ||||
Sales and marketing | 27,010 | 125,650 | 162,544 | 121,643 |
Other income (expense): | ||||
Other income (expense), net | (5,738) | 1,510 | (2,695) | (225) |
Loss before income tax benefit (expense) | (22,020) | (221,905) | (122,398) | (84,439) |
Income tax benefit (expense) | (183) | 43,924 | 33,719 | 3,620 |
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) |
Net loss per common share, basic and diluted | $ (0.58) | $ (1.41) | $ (0.67) | $ (2.19) |
Subscription and Support | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Total revenue | $ 65,968 | $ 209,148 | $ 367,781 | $ 236,241 |
Professional Services and Other | ||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||
Total revenue | $ 5,421 | $ 21,525 | $ 37,580 | $ 22,232 |
Description of Business and _10
Description of Business and Summary of Significant Accounting Policies - Summary of Consolidated Statement of Cash Flows Reflecting Adoption of Topic 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||||
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) |
Accounts receivable, net | 11,903 | (19,947) | (4,314) | (2,217) |
Prepaid expenses and other assets | (25,121) | 26,948 | 2,094 | (6,836) |
Deferred commissions | 1,469 | (24,537) | (8,358) | (2,679) |
Deferred revenue | (36,983) | 122,157 | 48,543 | 22,166 |
Other liabilities | 0 | 2,957 | (1,612) | 11 |
Net cash used in operating activities | $ (57,058) | $ 36,884 | $ 105,143 | $ 18,861 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 12,914 | $ 13,249 |
Less accumulated depreciation and amortization | (2,122) | (1,960) |
Total | 10,792 | 11,289 |
Computer and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 2,668 | 2,249 |
Capitalized Software Development Costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,591 | 2,377 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,325 | 1,296 |
Leasehold Improvements and Other | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 4,330 | $ 7,327 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Accumulated amortization for capitalized software development costs | $ 0.5 | $ 0.8 | ||
Amortization expense for capitalized software development costs | $ 1.8 | $ 0.5 | $ 0.7 | $ 6 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Jun. 28, 2021 | Dec. 22, 2020 | Dec. 31, 2021 | Mar. 24, 2020 | |
Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 5 years | 41 months | ||||
Trade Name | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 97 months | |||||
Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 3 years | |||||
Minimum | Customer Lists | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 4 years | |||||
Minimum | Trade Name | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 3 years | |||||
Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 10 years | |||||
Maximum | Customer Lists | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 7 years | |||||
Maximum | Trade Name | ||||||
Business Acquisition [Line Items] | ||||||
Finite lived intangible asset, estimated useful life | 10 years | |||||
Eesysoft Software International B.V. | ||||||
Business Acquisition [Line Items] | ||||||
Purchase Price Future Payment | $ 1,500 | |||||
Deferred tax liability | $ 672 | |||||
Increase (decrease) in deferred liabilities | $ 700 | |||||
Top Co [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Deferred tax liability | $ 88,461 | |||||
Business acquisition, costs | $ 14,000 | |||||
Certica Holdings L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Deferred tax liability | [1] | $ 15,756 | ||||
Increase (decrease) in deferred liabilities | $ 15,200 | |||||
Elevate Data Sync | ||||||
Business Acquisition [Line Items] | ||||||
Description of business acquisition | the purchase price has been held back for a period of 90 days following the acquisition | |||||
Purchase Price Future Payment | $ 400 | |||||
[1] | During the fourth quarter of 2021, an adjustment of $ 0.6 million was made to the provisional deferred tax liability, with a corresponding increase to goodwill, upon finalizing and filing the Certica tax return. |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Consideration transferred, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Dec. 22, 2020 | Mar. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities assumed | ||||||
Goodwill | $ 1,194,221 | $ 1,172,395 | ||||
Eesysoft Software International B.V. | ||||||
Consideration transferred | ||||||
Cash paid | 17,472 | |||||
Deferred consideration | 1,500 | |||||
Total purchase consideration | 18,972 | |||||
Identifiable assets acquired | ||||||
Cash | 586 | |||||
Accounts receivable | 624 | |||||
Deposits | 9 | |||||
Total assets acquired | 6,219 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 49 | |||||
Deferred revenue | 692 | |||||
Payroll tax liability | 91 | |||||
Deferred tax liability | 672 | |||||
Lease liability | 24 | |||||
Total liabilities assumed | 1,528 | |||||
Goodwill | 14,281 | |||||
Total purchase consideration | 18,972 | |||||
Eesysoft Software International B.V. | Developed Technology | ||||||
Identifiable assets acquired | ||||||
Intangible assets | 3,300 | |||||
Eesysoft Software International B.V. | Customer Relationships | ||||||
Identifiable assets acquired | ||||||
Intangible assets | $ 1,700 | |||||
Top Co [Member] | ||||||
Consideration transferred | ||||||
Cash paid | $ 1,904,064 | |||||
Total purchase consideration | 1,904,064 | |||||
Identifiable assets acquired | ||||||
Cash | 58,703 | |||||
Accounts receivable | 25,749 | |||||
Prepaid expenses | 44,177 | |||||
Other assets | 5,150 | |||||
Property and equipment | 14,353 | |||||
Right-of-use assets | 34,539 | |||||
Total assets acquired | 1,008,571 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 40,254 | |||||
Deferred revenue | 86,600 | |||||
Other liabilites | 80 | |||||
Deferred tax liability | 88,461 | |||||
Lease liability | 39,189 | |||||
Total liabilities assumed | 254,584 | |||||
Goodwill | 1,150,077 | |||||
Total purchase consideration | 1,904,064 | |||||
Top Co [Member] | Developed Technology | ||||||
Identifiable assets acquired | ||||||
Intangible assets | 300,000 | |||||
Top Co [Member] | Customer Relationships | ||||||
Identifiable assets acquired | ||||||
Intangible assets | 395,000 | |||||
Top Co [Member] | Trade Name | ||||||
Identifiable assets acquired | ||||||
Intangible assets | $ 130,900 | |||||
Certica Holdings LLC | ||||||
Consideration transferred | ||||||
Cash paid | $ 133,416 | |||||
Total purchase consideration | 133,416 | |||||
Identifiable assets acquired | ||||||
Cash | 12,243 | |||||
Accounts receivable | 2,533 | |||||
Prepaid expenses | 1,360 | |||||
Other assets | 537 | |||||
Total assets acquired | 106,573 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 896 | |||||
Deferred revenue | 7,802 | |||||
Contingent consideration liability | 750 | |||||
Other liabilites | 469 | |||||
Deferred tax liability | [1] | 15,756 | ||||
Total liabilities assumed | 25,673 | |||||
Goodwill | [1] | 52,516 | ||||
Total purchase consideration | 133,416 | |||||
Certica Holdings LLC | Developed Technology | ||||||
Identifiable assets acquired | ||||||
Intangible assets | 28,300 | |||||
Certica Holdings LLC | Customer Relationships | ||||||
Identifiable assets acquired | ||||||
Intangible assets | 60,900 | |||||
Certica Holdings LLC | Trade Name | ||||||
Identifiable assets acquired | ||||||
Intangible assets | $ 700 | |||||
Elevate Data Sync | ||||||
Consideration transferred | ||||||
Cash paid | $ 11,021 | |||||
Holdback amount | 350 | |||||
Total purchase consideration | 11,371 | |||||
Identifiable assets acquired | ||||||
Cash | 1,324 | |||||
Accounts receivable | 336 | |||||
Prepaid expenses | 66 | |||||
Total assets acquired | 5,126 | |||||
Liabilities assumed | ||||||
Accounts payable and accrued liabilities | 174 | |||||
Deferred revenue | 515 | |||||
Other liabilites | 25 | |||||
Total liabilities assumed | 714 | |||||
Goodwill | 6,959 | |||||
Total purchase consideration | 11,371 | |||||
Elevate Data Sync | Developed Technology | ||||||
Identifiable assets acquired | ||||||
Intangible assets | 2,200 | |||||
Elevate Data Sync | Customer Relationships | ||||||
Identifiable assets acquired | ||||||
Intangible assets | $ 1,200 | |||||
[1] | During the fourth quarter of 2021, an adjustment of $ 0.6 million was made to the provisional deferred tax liability, with a corresponding increase to goodwill, upon finalizing and filing the Certica tax return. |
Acquisitions - Summary of Est_2
Acquisitions - Summary of Estimated Fair Values of Consideration transferred, Assets Acquired and Liabilities Assumed (Parenthetical) (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Adjustment of provisional deferred tax liability | $ 0.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 2,620 | $ 95,315 | $ 134,003 | $ 9,335 |
Accumulated amortization | $ (95,315) | (223,475) | ||
Accumulated amortization due to disposal of Bridge intangible assets | $ 5,800 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2020 | $ 1,172,395 |
Additions (Note 3 - Acquisitions) | 21,826 |
Balance as of December 31, 2021 | $ 1,194,221 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | |||
Gross | $ 853,221 | $ 850,664 | |
Accumulated amortization | (223,475) | (95,315) | |
Total | $ 629,746 | 755,349 | |
Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, Weighted Average Remaining Useful Life | 15 months | ||
Gross | $ 21 | 23 | |
Accumulated amortization | (13) | (6) | |
Total | $ 8 | 17 | |
Trade names | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, Weighted Average Remaining Useful Life | 97 months | ||
Gross | $ 125,800 | 126,383 | |
Accumulated amortization | (22,809) | (10,279) | |
Total | $ 102,991 | 116,104 | |
Developed Technology | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, Weighted Average Remaining Useful Life | 5 years | 41 months | |
Gross | $ 313,800 | 310,311 | |
Accumulated amortization | (104,215) | (44,167) | |
Total | $ 209,585 | 266,144 | |
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, Weighted Average Remaining Useful Life | 65 months | ||
Gross | $ 413,600 | 413,947 | |
Accumulated amortization | (96,438) | (40,863) | |
Total | $ 317,162 | $ 373,084 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
2022 | $ 134,966 | |
2023 | 134,961 | |
2024 | 134,726 | |
2025 | 92,013 | |
2026 | 71,925 | |
Thereafter | 61,155 | |
Total | $ 629,746 | $ 755,349 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) | Oct. 29, 2021 | Mar. 24, 2020 | Aug. 31, 2021 | Mar. 24, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 27, 2021 |
Line Of Credit Facility [Line Items] | ||||||||||
Percentage of principal amount redeemed | 0.25% | |||||||||
Line of credit facility, interest rate | 6.00% | |||||||||
Line of credit facility, Variable rate | 1.00% | |||||||||
Borrowings outstanding | $ 8,100,000 | |||||||||
Prepayment Premium In Conjunction With Principal Payment | 1.50% | 1.50% | ||||||||
Credit facility maturity date | Mar. 24, 2026 | |||||||||
Debt Discount Costs | $ 13,600,000 | |||||||||
Additional debt discount costs | 3,800,000 | |||||||||
Amortization of debt discount cost | $ 1,400,000 | 2,300,000 | ||||||||
Amortization of deferred financing costs | $ 0 | 1,508,000 | 2,435,000 | $ 9,000 | ||||||
Letters of credit outstanding | 4,700,000 | 4,200,000 | $ 4,700,000 | |||||||
Other Assets | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | 800,000 | |||||||||
Unamortized debt issuance costs | 500,000 | 700,000 | 500,000 | |||||||
Other Current Assets | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Unamortized debt issuance costs | 100,000 | 200,000 | 100,000 | |||||||
Federal Fund | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, Variable rate | 1.00% | |||||||||
Euro dollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, Variable rate | 1.00% | 7.00% | ||||||||
Euro Dollar Floor | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, Variable rate | 1.00% | |||||||||
Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, Variable rate | 0.50% | 0.50% | ||||||||
Letter Of Credit | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Letters of credit outstanding | 10,000,000 | |||||||||
Revolving Credit Facility | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 | ||||||||
Borrowings outstanding | 0 | |||||||||
Quarterly fee payable percentage on unused portion of available borrowing | 0.50% | |||||||||
Line of credit Facility, available | 50,000,000 | 50,000,000 | ||||||||
Debt issuance costs | 700,000 | $ 700,000 | ||||||||
Amortization of deferred financing costs | 100,000 | 100,000 | ||||||||
Write off of Deferred Debt Issuance Cost | 500,000 | |||||||||
Initial Term Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 775,000,000 | 775,000,000 | 769,200,000 | 769,200,000 | ||||||
Incremental Term Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 70,000,000 | $ 70,000,000 | 70,000,000 | $ 70,000,000 | ||||||
Euro Dollar Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 5.50% | |||||||||
Term Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 8.00% | |||||||||
Unamortized debt discount costs | $ 12,100,000 | 6,700,000 | $ 12,100,000 | |||||||
Write off of Deferred Debt Issuance Cost | 13,800,000 | |||||||||
Term Loan | Current Debt | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Discount Costs | 1,000,000 | |||||||||
Term Loan | Long Term Debt | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt Discount Costs | 5,900,000 | |||||||||
Term Loan | IPO Member | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | $ 224,300,000 | |||||||||
Term Loan | Over Allotment Option Member | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Borrowings outstanding | $ 30,800,000 | |||||||||
Senior Term Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | $ 500,000,000 | ||||||||
Percentage of principal amount redeemed | 0.25% | |||||||||
Line of credit facility, interest rate | 3.25% | |||||||||
Line of credit facility, expiration period | 7 years | |||||||||
Senior Term Loan | Euro dollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 2.75% | |||||||||
Senior Term Loan | Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 1.75% | |||||||||
Senior Revolver | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | |||||||||
Line of credit facility, expiration period | 5 years | |||||||||
Line of credit percentage of outstanding amount | 35.00% | |||||||||
Senior Revolver | Other Current Assets | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Debt issuance costs | $ 200,000 | |||||||||
Minimum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Quarterly fee payable percentage on unused portion of available borrowing | 0.40% | |||||||||
Minimum | Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 1.00% | |||||||||
Minimum | Euro Dollar Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 5.50% | 5.50% | ||||||||
Minimum | A B R Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, Variable rate | 4.50% | |||||||||
Minimum | Senior Revolver | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Net leverage ratio | 100 | |||||||||
Minimum | Senior Revolver | Euro dollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 2.00% | |||||||||
Maximum | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Quarterly fee payable percentage on unused portion of available borrowing | 0.50% | |||||||||
Maximum | Base Rate | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 1.50% | |||||||||
Maximum | Euro Dollar Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 7.00% | 7.00% | ||||||||
Maximum | A B R Loan | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, Variable rate | 6.00% | |||||||||
Maximum | Senior Term Loan | Euro dollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 0.50% | |||||||||
Maximum | Senior Revolver | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Net leverage ratio | 775 | |||||||||
Maximum | Senior Revolver | Euro dollar | ||||||||||
Line Of Credit Facility [Line Items] | ||||||||||
Line of credit facility, interest rate | 2.50% |
Credit Facility - Schedule of M
Credit Facility - Schedule of Maturities of outstanding debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 3,750 |
2023 | 5,000 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 5,000 |
Thereafter | 476,250 |
Total | $ 500,000 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)SegmentCustomer | |
Disaggregation Of Revenue [Line Items] | |
Number of operating segment | Segment | 1 |
Number of Customer Bases | Customer | 2 |
Revenue, remaining performance obligation expected to be recognized | $ | $ 697.6 |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Percentage of revenue recognized included in deferred revenue | 47.00% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 71,389 | $ 230,673 | $ 405,361 | $ 258,473 |
Education | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 65,564 | 217,963 | 401,699 | 237,012 |
Corporate | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 5,825 | 12,710 | 3,662 | 21,461 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 56,850 | 186,612 | 325,998 | 206,183 |
Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 14,539 | 44,061 | 79,363 | 52,290 |
Sales Revenue | Customer Concentration Risk | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 71,389 | $ 230,673 | $ 405,361 | $ 258,473 |
Sales Revenue | Customer Concentration Risk | Education | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue generated outside of the United States | 92.00% | 94.00% | 99.00% | 92.00% |
Sales Revenue | Customer Concentration Risk | Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue generated outside of the United States | 20.00% | 20.00% | ||
Sales Revenue | Geographic Concentration Risk | Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue generated outside of the United States | 20.00% | 19.00% |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | Dec. 31, 2021 |
Disaggregation Of Revenue [Line Items] | |
Revenue, Remaining performance obligation period | 24 months |
Revenue, Remaining performance obligation, percentage | 76.00% |
Deferred Commissions - Addition
Deferred Commissions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Deferred Costs [Abstract] | ||||
Deferred commissions | $ 23,100,000 | $ 31,500,000 | ||
Amortization expense for deferred commissions | $ 3,400,000 | 5,700,000 | 10,900,000 | $ 11,900,000 |
Deferred commissions impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Assets and Liabilities Held f_3
Assets and Liabilities Held for Sale (Additional Information) (Details) - USD ($) $ in Thousands | Feb. 26, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations and Disposal Groups [Abstract] | ||||||
Gross proceeds from sale of business | $ 47,000 | |||||
Impairment of held-for-sale goodwill | $ 0 | $ 29,612 | $ 0 | $ 29,600 | $ 0 | |
Purchase price of bridge | $ 47,000 | |||||
Proceeds net of transaction costs | $ 46,000 | |||||
Pre tax loss on sale of business | $ 10,200 | $ 1,200 |
Assets and Liabilities Held f_4
Assets and Liabilities Held for Sale - Summary of Assets And Liabilities Held for Sale (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Assets | |
Net receivables | $ 228 |
Deferred commissions, current | 576 |
Other current assets | 406 |
Property and equipment, net | 267 |
Deferred commissions, net of current portion | 864 |
Goodwill | 29,612 |
Net intangible assets | 65,159 |
Total assets held for sale | 97,112 |
Liabilities | |
Accrued Liabilities | 154 |
Deferred revenue | 11,680 |
Total liabilities held for sale | 11,834 |
Total net assets held for sale | 85,278 |
Total net assets held for sale | 85,278 |
Estimated fair value less costs to sell | (45,500) |
Impairment of held-for-sale assets | 39,778 |
Total assets held for sale | 97,112 |
Impairment of held-for-sale goodwill and assets | (39,778) |
Adjusted assets held for sale | $ 57,334 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Jul. 09, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 252,480,000 | ||
Cash value per share of stock repurchased and retired during period | $ 49 | |||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 140,741,000 | 126,219,000 | ||
Common stock, shares outstanding | 140,741,000 | 126,219,000 | ||
Take-Private Transaction | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 2,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common stock, shares issued | 998.10 | 999.84 | ||
Common stock, shares outstanding | 998.10 | 999.84 | ||
Partnership | ||||
Class Of Stock [Line Items] | ||||
Percentage annual return on remaining unreturned capital contributions | 9.00% | |||
Redemption and conversion, description | No conversion or redemption rights are associated with Class A or Class B Units. In connection with the IPO, TopCo effected a series of transactions that resulted in TopCo’s equityholders holding shares of our common stock directly, and then TopCo being liquidated and dissolved. | |||
Common stock, shares issued | 140,740,569 | 126,219,075 | ||
Common stock, shares outstanding | 140,740,569 | 126,219,075 | ||
Partnership | Common Class A | ||||
Class Of Stock [Line Items] | ||||
Units issued | 1,250,000 | |||
Unit par value | $ 0 | |||
Partnership | Common Class B | ||||
Class Of Stock [Line Items] | ||||
Units issued | 90,000,000 | |||
Unit par value | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2021 | Oct. 31, 2021 | Jul. 21, 2021 | Mar. 31, 2020 | Jul. 31, 2021 | Apr. 30, 2020 | Aug. 31, 2015 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 09, 2021 | Dec. 31, 2018 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Cash value per share of stock repurchased and retired during period | $ 49 | |||||||||||||||
Stock-based compensation expense | $ 7,109 | $ 50,162 | $ 25,785 | $ 56,512 | ||||||||||||
RSU granted | 5,000 | 2,706,000 | ||||||||||||||
Options outstanding | 470,000 | 470,000 | 601,000 | 1,303,000 | ||||||||||||
Common stock, authorized | 500,000,000 | 252,480,000 | 500,000,000 | 252,480,000 | ||||||||||||
Shares outstanding | 1,987,000 | 2,116,000 | [1] | 2,116,000 | [1] | 1,987,000 | 2,584,000 | 1,690,000 | ||||||||
Total intrinsic value of options exercised | $ 5,297 | $ 25,000 | ||||||||||||||
Total fair value of options vested | $ 500 | 2,400 | ||||||||||||||
Unrecognized stock-based compensation | $ 28,300 | $ 28,200 | $ 28,300 | $ 28,200 | $ 2,700 | |||||||||||
Total unrecognized compensation cost, period for recognition | 2 years 3 months 18 days | 3 years 3 months 18 days | 2 years 1 month 6 days | |||||||||||||
Number of shares expected to vest | 470,000 | 470,000 | 601,000 | |||||||||||||
Aggregate intrinsic value of shares expected to vest | $ 13,113 | $ 13,113 | $ 17,992 | |||||||||||||
Total fair value of shares vested | $ 8,700 | $ 50,900 | ||||||||||||||
Stock issued during period, value, new issues | $ 259,254 | |||||||||||||||
Cash investment | $ 2,500 | |||||||||||||||
Option Granted | 0 | 41,000 | ||||||||||||||
Unvested shares | 127,000 | [2] | 127,000 | [2] | 159,000 | 266,000 | ||||||||||
Shares, Vested | (233,000) | (1,388,000) | ||||||||||||||
Incremental expense | $ 12,400 | |||||||||||||||
Weighted-average grant-date fair value | $ 21.27 | |||||||||||||||
Common Class B | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Number of shares offered to employees | 72 | |||||||||||||||
Stock issued during period, value, new issues | $ 1,000 | |||||||||||||||
Common Class A | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Number of shares offered to employees | 1 | |||||||||||||||
Incentive Carry | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Options outstanding | 2,271,000 | 8,666,000 | 2,271,000 | 8,666,000 | ||||||||||||
Vesting period | 4 years | |||||||||||||||
Option Granted | 6,127,000 | |||||||||||||||
Incentive Carry | Common Class B | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock, capital shares reserved for future issuance | 10,000,000 | |||||||||||||||
Board Carry | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 4 years | |||||||||||||||
Option Granted | 480,000 | |||||||||||||||
Minimum | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock, authorized | 2,000 | |||||||||||||||
Maximum | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock, authorized | 500,000,000 | |||||||||||||||
Restricted Stock Units | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Cash value per share of stock repurchased and retired during period | $ 49 | |||||||||||||||
Stock-based compensation expense | $ 6,076 | $ 39,731 | $ 19,586 | $ 53,991 | ||||||||||||
RSU granted | 2,250,000 | |||||||||||||||
Amount per share of RSU granted | $ 21.70 | $ 25.88 | ||||||||||||||
Aggregate fair value of RSU | $ 12,600 | $ 12,600 | ||||||||||||||
Shares outstanding | 0 | 0 | ||||||||||||||
Cost Not yet Recognized, Amount | $ 94,900 | |||||||||||||||
Total unrecognized compensation cost, period for recognition | 3 years 6 months | 3 years | ||||||||||||||
Unrecognized stock-based compensation costs | $ 37,200 | $ 37,200 | ||||||||||||||
Number of shares expected to vest | 2,584,000 | |||||||||||||||
Aggregate intrinsic value of shares expected to vest | $ 124,600 | |||||||||||||||
Vesting rights | The RSUs will generally vest in 11 equal quarterly installments commencing September 1, 2021. | |||||||||||||||
Shares, Vested | (23,000) | |||||||||||||||
Restricted Stock Units | Incentive Carry | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Options outstanding | 2,736,000 | 3,497,000 | 2,736,000 | 3,497,000 | ||||||||||||
Total number of shares of capital stock outstanding | (611,000) | |||||||||||||||
Restricted Stock Units | Minimum | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 1 year | |||||||||||||||
Restricted Stock Units | Maximum | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Vesting period | 4 years | |||||||||||||||
Cash Replacement Awards | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Stock-based compensation expense | $ 41,400 | $ 7,600 | ||||||||||||||
IPO Member | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Conversion of shares | 1,305,738 | |||||||||||||||
IPO Member | Incentive Carry | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Vested | 2,271,698 | |||||||||||||||
Unvested shares | 6,126,802 | 6,126,802 | ||||||||||||||
IPO Member | Restricted Stock Units | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
RSU granted | 270,684 | |||||||||||||||
2015 Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | In August 2015, our board of directors adopted the 2015 Equity Incentive Plan (the “2015 Plan”) and our stockholders approved the 2015 Plan in October 2015. The 2015 Plan became effective in connection with the Predecessor's first initial public offering (the “initial IPO”) and provided for the grant of incentive stock options, nonqualified options, restricted stock units, stock appreciation rights, and shares of restricted stock. As of December 31, 2019, there were 7,491,786 shares of common stock authorized under the 2015 Plan. The 2015 Plan also provided that the number of shares reserved and available for issuance under the plan automatically increased each January 1, beginning on January 1, 2016 and continuing through and including January 1, 2025, by 4.5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by our board of directors. | |||||||||||||||
Percentage of total number of shares of our capital stock outstanding | 4.50% | |||||||||||||||
Common stock authorized | 7,491,786 | |||||||||||||||
ESPP | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | In August 2015, our board of directors adopted the 2015 ESPP. Our stockholders approved the 2015 ESPP in October 2015, which became effective on the closing date of the initial IPO. A total of 333,333 shares of our common stock were initially reserved for issuance under the 2015 ESPP. The number of shares reserved for issuance increased automatically each year, beginning January 1, 2016 through and including January 1, 2025 by the lesser of 1% of the total number of shares of our common stock outstanding on December 31 of the preceding calendar year; 333,333 shares of common stock; or such lesser number as determined by our board of directors. | |||||||||||||||
Percentage of total number of shares of our capital stock outstanding | 1.00% | |||||||||||||||
Share-based payment award, expiration period | 27 months | |||||||||||||||
Common stock, capital shares reserved for future issuance | 333,333 | 602,094 | ||||||||||||||
Common stock authorized | 1,533,205 | |||||||||||||||
Purchase price of common stock, percent | 85.00% | |||||||||||||||
Unrecognized stock-based compensation | $ 900 | |||||||||||||||
Stock issued during period, value, new issues | $ 0 | |||||||||||||||
Discount on share market price | 15.00% | |||||||||||||||
Total number of shares of capital stock outstanding | 333,333 | |||||||||||||||
2021 Employee Stock Purchase Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | In July 2021, our board of directors adopted, and our stockholders approved, the Instructure Holdings, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 ESPP became effective upon the closing of our IPO and provides for the grant of rights to purchase shares of our common stock. The 2021 ESPP initially reserves 1,900,000 shares of common stock under the plan, which automatically increases on January 1 of each calendar year, beginning on January 1, 2022 and continuing through and including January 1, 2031 by an amount equal to 1% of the shares outstanding on December 31 of the immediately preceding calendar year, or a lesser number of shares as is determined by the board of directors. The plan allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The initial offering consisted of one offering period, which will end on February 28, 2022. After the initial offering ends, a new offering period will begin on the date designated by the board of directors. Each new offering will begin on or about March 1 and September 1 and will be approximately six months in duration. On each purchase date, eligible employees will purchase our common stock at a price per share equal to 85% of the lesser of (1) the fair market value of our common stock on the offering date or (2) the fair market value of our common stock on the purchase date. | |||||||||||||||
Percentage of total number of shares of our capital stock outstanding | 1.00% | |||||||||||||||
Common stock authorized | 1,900,000 | |||||||||||||||
Purchase price of common stock, percent | 85.00% | |||||||||||||||
Discount on share market price | 15.00% | |||||||||||||||
2021 Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The 2021 Plan also contains a provision that will add an additional number of shares of common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2022, equal to the lesser of (i) the positive difference between (x) 4% of the outstanding common stock on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of common stock as may be determined by the board of directors. | |||||||||||||||
Purchase price of common stock, percent | 4.00% | |||||||||||||||
2021 Plan | Maximum | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Common stock, authorized | 18,000,000 | |||||||||||||||
2021 Plan | Restricted Stock Units | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | Each RSU entitles the recipient to receive one share of the Company's common stock upon vesting. The RSUs are subject to time-based service requirements and generally vest over four years with one quarter of the RSUs vesting on the first anniversary of the vesting commencement date and then one sixteenth vesting quarterly thereafter with vesting commencement dates generally ranging from March 2021 to September 2021. | |||||||||||||||
RSU granted | 261,160 | 1,698,950 | ||||||||||||||
Shares, Vested | (3,496,739) | |||||||||||||||
2021 Plan | IPO Member | Restricted Stock Units | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Amount per share of RSU granted | $ 20 | |||||||||||||||
Aggregate fair value of RSU | $ 34,000 | $ 34,000 | ||||||||||||||
Portfolium 2014 Plan | ||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||
Shares are available for issuance | 0 | 0 | ||||||||||||||
[1] | Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. | |||||||||||||||
[2] | Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 7,109 | $ 50,162 | $ 25,785 | $ 56,512 |
Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 367 | 1,706 | 132 | 1,997 |
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 6,076 | 39,731 | 19,586 | 53,991 |
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 666 | 0 | 1,165 | 524 |
Class A and Class B Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 0 | $ 8,725 | $ 4,902 | $ 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions Relating to Stock Options and ESPP Purchase Rights (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividend yield | 0.00% | ||||
Volatility | 60.00% | ||||
Risk-free interest rate | 0.30% | ||||
Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividend yield | [1] | 0.00% | 0.00% | ||
Volatility | [1] | 0.00% | 44.24% | ||
Risk-free interest rate | [1] | 0.00% | 2.51% | ||
Expected life (years) | [1] | 5 years 1 month 6 days | |||
Fair value of common stock | [1] | $ 0 | $ 42.78 | ||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Volatility | 29.69% | 47.00% | |||
Risk-free interest rate | 1.62% | 0.06% | |||
Expected life (years) | 6 months | 7 months 6 days | 6 months | ||
Fair value of common stock | $ 52.52 | ||||
Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expected life (years) | 4 years 3 months 18 days | ||||
Minimum | Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Volatility, minimum | 29.69% | ||||
Risk-free interest rate, minimum | 1.62% | ||||
Fair value of common stock | $ 38.14 | ||||
Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Expected life (years) | 4 years 8 months 12 days | ||||
Maximum | Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Volatility, maximum | 45.46% | ||||
Risk-free interest rate, maximum | 2.38% | ||||
Fair value of common stock | $ 52.52 | ||||
[1] | The Company did not grant any employee stock options during the Predecessor 2020 Period. |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 7,109 | $ 50,162 | $ 25,785 | $ 56,512 |
Subscription and Support Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 301 | 1,020 | 899 | 1,769 |
Professional Services and Other Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 285 | 687 | 959 | 2,111 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 1,977 | 7,580 | 6,936 | 15,098 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 1,874 | 9,903 | 6,943 | 19,550 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 2,672 | $ 30,972 | $ 10,048 | $ 17,984 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Activity Under Stock Plan (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Beginning Balance | 601,000 | 1,303,000 | ||
Granted | 0 | 41,000 | ||
Options, Outstanding, Ending Balance | 470,000 | 601,000 | ||
Weighted-Average Grant Date Fair Value Per Share, Unvested, Beginning Balance | $ 17.92 | $ 16.89 | ||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 0 | 12.87 | ||
Weighted-Average Grant Date Fair Value Per Share, Unvested, Ending Balance | $ 18.38 | [1] | $ 17.92 | |
Incentive Carry | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Beginning Balance | 8,666,000 | |||
Granted | 6,127,000 | |||
Forfeited or cancelled | (268,000) | |||
Options, Outstanding, Ending Balance | 2,271,000 | |||
Weighted-Average Grant Date Fair Value Per Share, Unvested, Beginning Balance | $ 4.03 | |||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 4.09 | |||
Weighted-Average Grant Date Fair Value Per Share, Unvested, Ending Balance | $ 4.04 | |||
Restricted Stock Units | Incentive Carry | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Beginning Balance | 3,497,000 | |||
Options, Outstanding, Ending Balance | 2,736,000 | |||
RSUs forfeited or cancelled | (150,000) | |||
RSUs vested | 611,000 | |||
Weighted-Average Grant Date Fair Value Per Share, Forfeited | $ 11.06 | |||
Weighted-Average Grant Date Fair Value Per Share, Unvested, Ending Balance | 10.75 | |||
Weighted Average Grant Date Fair Value Per Unit, Effect of stock split and IPO | $ 10 | |||
[1] | Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Share-based Payment Arrangement [Abstract] | ||||
Beginning Balance | 601,000 | 1,303,000 | ||
Option Granted | 0 | 41,000 | ||
Shares Underlying Options, Exercised | (131,000) | (701,000) | ||
Shares Underlying Options, Forfeited or Cancelled | 0 | (42,000) | ||
Options, Outstanding, Ending Balance | 470,000 | 601,000 | 1,303,000 | |
Shares Underlying Options, Vested and Expected to Vest | 470,000 | 601,000 | ||
Shares Underlying Options, Exercisable | 343,000 | [1] | 442,000 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 18.25 | $ 14.09 | ||
Weighted-Average Exercise Price, Granted | 0 | 3.54 | ||
Weighted-Average Exercise Price, Exercised | 8.16 | 9.42 | ||
Weighted-Average Exercise Price, Forfeited or Cancelled | 12.24 | 21.45 | ||
Weighted-Average Exercise Price, Outstanding, Ending Balance | 21.07 | 18.25 | $ 14.09 | |
Weighted-Average Exercise Price, Vested and Expected to Vest | 21.07 | 18.25 | ||
Weighted-Average Exercise Price, Exercisable | $ 16.84 | [1] | $ 14.01 | |
Weighted-Average Remaining Life, Outstanding | 3 years 2 months 12 days | 6 years 2 months 12 days | 6 years 6 months | |
Weighted-Average Remaining Life, Vested and Expected to Vest | 3 years 2 months 12 days | 6 years 2 months 12 days | ||
Weighted-Average Remaining Life, Exercisable | 3 years 7 months 6 days | [1] | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding | $ 13,113 | $ 17,992 | $ 30,552 | |
Total intrinsic value of options exercised | 5,297 | 25,000 | ||
Aggregate Intrinsic Value, Forfeited or cancelled | 13 | |||
Aggregate Intrinsic Value, Vested and Expected to Vest | 13,113 | 17,992 | ||
Aggregate Intrinsic Value, Exercisable | $ 11,033 | [1] | $ 15,130 | |
[1] | Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Activity of Unvested Stock Options (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | ||
Share-based Payment Arrangement [Abstract] | |||
Shares Underlying Options, Unvested, Beginning Balance | 159,000 | 266,000 | |
Shares Underlying Options, Granted | 0 | 41,000 | |
Shares Underlying Options, Vested | (32,000) | (113,000) | |
Shares Underlying Options, Forfeited | 0 | (35,000) | |
Shares Underlying Options, Unvested, Ending Balance | 127,000 | [1] | 159,000 |
Weighted-Average Grant Date Fair Value Per Share, Unvested, Beginning Balance | $ 17.92 | $ 16.89 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | 0 | 21.27 | |
Weighted-Average Grant Date Fair Value Per Share, Vested | 16.05 | 20.88 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 0 | 12.87 | |
Weighted-Average Grant Date Fair Value Per Share, Unvested, Ending Balance | $ 18.38 | [1] | $ 17.92 |
[1] | Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Stock-Based Compensation - Su_7
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Unvested and Outstanding, Beginning Balance | 2,584,000 | 1,690,000 | ||
Shares, Granted | 5,000 | 2,706,000 | ||
Shares, Vested | (233,000) | (1,388,000) | ||
Shares, Cancelled | (240,000) | (424,000) | ||
Shares, Unvested and Outstanding, Ending Balance | 2,116,000 | [1] | 1,987,000 | 2,584,000 |
Weighted-Average Grant Date Fair Value Per Share, Unvested and Outstanding, Beginning Balance | $ 40.38 | $ 32.87 | ||
Weighted-Average Grant Date Fair Value Per Share, Granted | 48.27 | 42.59 | ||
Weighted-Average Grant Date Fair Value Per Share, Vested | 36.97 | 36.70 | ||
Weighted-Average Grant Date Fair Value Per Share, Cancelled | $ 38.90 | 36.71 | ||
Weighted-Average Grant Date Fair Value Per Share, Unvested and Outstanding, Ending Balance | $ 40.38 | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares, Unvested and Outstanding, Beginning Balance | 0 | |||
Shares, Granted | 2,250,000 | |||
Shares, Vested | (23,000) | |||
Shares, Cancelled | (240,000) | |||
Weighted-Average Grant Date Fair Value Per Share, Unvested and Outstanding, Beginning Balance | $ 0 | |||
Weighted-Average Grant Date Fair Value Per Share, Granted | 20.91 | |||
Weighted-Average Grant Date Fair Value Per Share, Vested | 21.21 | |||
Weighted-Average Grant Date Fair Value Per Share, Cancelled | 20.14 | |||
Weighted-Average Grant Date Fair Value Per Share, Unvested and Outstanding, Ending Balance | $ 21 | |||
[1] | Options were exchanged for rights to receive $ 49.00 per share in cash, less applicable exercise price, on March 31, 2020 upon consummation of the Take-Private Transaction. |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
United States | $ (21,003) | $ (227,483) | $ (124,654) | $ (82,751) |
Foreign | (1,017) | 5,578 | 2,256 | (1,688) |
Loss before income tax benefit (expense) | $ (22,020) | $ (221,905) | $ (122,398) | $ (84,439) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Current: | ||||
Federal | $ 0 | $ 0 | $ 0 | $ 0 |
State | 23 | 96 | 2,200 | 84 |
Foreign | 0 | 1,022 | 694 | 771 |
Total | 23 | 1,118 | 2,894 | 855 |
Deferred: | ||||
Federal | 1 | (38,422) | (24,611) | (4,560) |
State | (1) | (6,651) | (5,367) | 1 |
Foreign | 160 | 31 | (6,635) | 84 |
Total | 160 | (45,042) | (36,613) | (4,475) |
Provision (benefit) for income taxes | $ 183 | $ (43,924) | $ (33,719) | $ (3,620) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [LineItems] | ||||||
Federal statutory income tax rate | 21.00% | |||||
Income tax benefit | $ 33,700 | |||||
Net operating loss carryforwards | 56,400 | |||||
Increase (decreased) in valuation allowance | $ 13,000 | 6,500 | ||||
Unrecognized tax benefits | $ 6,671 | $ 6,632 | 6,897 | $ 6,632 | $ 6,152 | $ 4,027 |
Interest or penalties recognized | 0 | |||||
Unrecognized tax benefits decreasing deferred tax assets | 6,600 | |||||
Thomas Bravo [Member] | ||||||
Income Taxes [LineItems] | ||||||
Increase (decreased) in valuation allowance | 108,400 | |||||
Research And Development Tax Credit Carryforward | ||||||
Income Taxes [LineItems] | ||||||
Net operating loss carryforwards | 12,100 | |||||
Federal, State and Foreign | ||||||
Income Taxes [LineItems] | ||||||
Net operating loss carryforwards | $ 102,100 | |||||
Federal and State | Research And Development Tax Credit Carryforward | ||||||
Income Taxes [LineItems] | ||||||
Operating loss carry forwards expiration year | 2024 | |||||
Federal | ||||||
Income Taxes [LineItems] | ||||||
Net operating loss carryforwards | 481,000 | $ 351,700 | $ 481,000 | |||
Operating loss carry forwards expiration year | 2041 | 2041 | ||||
Federal | Research And Development Tax Credit Carryforward | ||||||
Income Taxes [LineItems] | ||||||
Tax credit carryforwards | 14,400 | $ 15,000 | $ 14,400 | |||
Operating loss carry forwards expiration year | 2041 | |||||
State | Research And Development Tax Credit Carryforward | ||||||
Income Taxes [LineItems] | ||||||
Tax credit carryforwards | $ 4,500 | $ 4,500 | ||||
State | Research And Investment Tax Credit Carryforward | ||||||
Income Taxes [LineItems] | ||||||
Tax credit carryforwards | $ 4,600 | |||||
Operating loss carry forwards expiration year | 2037 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes Computed at Federal Statutory Rate and Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax benefit at the federal statutory rate | $ (4,615) | $ (46,598) | $ (25,703) | $ (17,732) |
State tax net of federal benefit | (2,280) | (7,417) | (4,565) | (7,011) |
Stock-based compensation | (3,565) | 1,843 | 1,277 | (4,485) |
Impairment for held-for-sale goodwill | 0 | 6,219 | 0 | 0 |
Difference in foreign tax rates | 250 | 55 | 615 | 2,336 |
Research and development credits | (762) | 0 | 0 | (3,079) |
Change in valuation allowance | 12,953 | 652 | (6,385) | 25,798 |
Other | (1,798) | 1,322 | 1,042 | 553 |
Provision (benefit) for income taxes | $ 183 | $ (43,924) | $ (33,719) | $ (3,620) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 102,114 | $ 130,928 | $ 111,031 |
Research and development credits | 12,114 | 11,641 | 10,838 |
163j interest limitation | 21,581 | 12,550 | 0 |
Accruals and reserves | 4,344 | 889 | 1,425 |
Depreciation and amortization | 231 | 115 | 203 |
Lease liability | 6,967 | 8,116 | 12,852 |
Stock-based compensation | 2,163 | 1,737 | 2,783 |
Valuation allowance | (9,732) | (16,251) | (111,691) |
Total deferred tax assets | 139,782 | 149,725 | 27,441 |
Deferred tax liabilities: | |||
Depreciation and amortization | 0 | (70) | (10,087) |
Intangible assets | (151,528) | (197,561) | |
Deferred commissions | (6,890) | (4,466) | (4,793) |
Right of use asset | (3,894) | (5,713) | (9,671) |
Capitalized costs | (844) | (516) | (3,530) |
Total deferred tax liabilities | (163,156) | (208,326) | (28,081) |
Net deferred tax liabilities | $ (23,374) | $ (58,601) | $ (640) |
Income Taxes - Summary of Activ
Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Unrecognized benefit—beginning of the year | $ 6,152 | $ 6,671 | $ 6,632 | $ 4,027 |
Gross increases (decreases)-prior period positions | 0 | (123) | 0 | 0 |
Gross increases (decreases)—current period positions | 519 | 84 | 265 | 2,125 |
Unrecognized benefit—end of period | $ 6,671 | $ 6,632 | $ 6,897 | $ 6,152 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Transfers between Level 1 and Level 2 of the fair value measurement | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 3,343 | $ 3,342 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,343 | 3,342 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,343 | 3,342 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,343 | 3,342 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 2 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Level 3 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021Location | |
Lessee Lease Description [Line Items] | |
Number of locations subleased | 5 |
Property One | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 18 months |
Property Two | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 39 months |
Property Three | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 84 months |
Property Four | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 49 months |
Property Five | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 28 months |
Minimum | |
Lessee Lease Description [Line Items] | |
Operating lease term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Operating lease term | 7 years |
Leases - Schedule of Components
Leases - Schedule of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | ||
Lease, Cost [Abstract] | |||||
Operating lease cost, gross | $ 2,235 | $ 6,853 | $ 7,247 | $ 8,563 | |
Variable lease cost, gross | [1] | 531 | 1,583 | 1,961 | 2,791 |
Sublease income | (177) | (539) | (1,094) | (456) | |
Total lease costs | [2] | $ 2,589 | $ 7,897 | $ 8,114 | $ 10,898 |
[1] | Variable rent expense was not included within the measurement of the Company's operating right-of-use assets and lease liabilities. Variable rent expense is comprised primarily of the Company's proportionate share of operating expenses, property taxes and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components. | ||||
[2] | Short-term lease costs for the year ended December 31, 2021, Successor 2020 Period, Predecessor 2020 Period, and the year ended December 31, 2019 were not significant and are not included in the table above. |
Leases - Summary of Measurement
Leases - Summary of Measurement of Operating Lease Liabilities - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Leases [Abstract] | ||||
Measurement of operating lease liabilities | $ 2.5 | $ 6.8 | $ 8.6 | $ 6.9 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Property, Plant and Equipment [Abstract] | |
2022 | $ 8,846 |
2023 | 8,696 |
2024 | 8,439 |
2025 | 4,377 |
2026 | 2,803 |
Thereafter | 3,095 |
Total lease payments | 36,256 |
Imputed interest | (5,912) |
Lease liabilities | 30,344 |
Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received | (280) |
Lease liabilities, net | $ 30,064 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term - Additional Information (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term | 4 years 4 months 24 days | 5 years 3 months 18 days |
Weighted average discount rate | 8.19% | 8.19% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 4.2 | $ 4.7 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||||
Employers matching contribution, percentage | 50.00% | 50.00% | 50.00% | 50.00% |
Maximum annual contributions per employee | $ 1,000 | $ 1,000 | $ 2,000 | $ 1,000 |
Participants matching contribution vesting period | 4 years | 4 years | 3 years | 4 years |
Participants matching contribution cliff vest period | 1 year | 1 year | 1 year | 1 year |
Cost recognized under 401(k) plan | $ 500,000 | $ 200,000 | $ 1,400,000 | $ 900,000 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 29, 2021 | Aug. 31, 2021 | Mar. 24, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Term loan | $ 500,000,000 | |||||||
Chief Executive Officer | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial cash base salary | $ 300,000 | |||||||
Chief Executive Officer | Restricted Stock Units | ||||||||
Related Party Transaction [Line Items] | ||||||||
RSUs grant value, short term | 100,000 | |||||||
RSUs grant value, long term | 3,600,000 | |||||||
Take-Private Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party expense | $ 47,000 | $ 500,000 | 100,000 | $ 0 | ||||
Salary and short-term incentive award | 200,000 | $ 200,000 | ||||||
Related party transaction | 100,000 | |||||||
Long term incentive awards | $ 100,000 | |||||||
Affiliates Of Thoma Bravo | ||||||||
Related Party Transaction [Line Items] | ||||||||
Acquisition of term loan | $ 129,200,000 | |||||||
Principal payment to related party | $ 42,500,000 | |||||||
Term loan | $ 88,600,000 | |||||||
Interest paid to affiliates of Thomas Bravo | $ 8,200,000 | $ 7,500,000 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) - Summary of Selected Unaudited Quarterly Consolidated Statements of Operations Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||
Total revenues | $ 71,389 | $ 230,673 | $ 405,361 | $ 258,473 |
Gross profit | 46,991 | 106,523 | 235,496 | 175,647 |
Loss from operations | (16,587) | (172,543) | (46,948) | (85,993) |
Net loss | $ (22,203) | $ (177,981) | $ (88,679) | $ (80,819) |
Net loss per common share, basic and diluted | $ (0.58) | $ (1.41) | $ (0.67) | $ (2.19) |