Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Instructure Holdings, Inc. | |
Entity Central Index Key | 0001841804 | |
Entity File Number | 001-40647 | |
Entity Tax Identification Number | 84-4325548 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Address Address Line1 | 6330 South 3000 East | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address City Or Town | Salt Lake City | |
Entity Address, State and Province | UT | |
Entity Incorporation State Country Code | DE | |
Entity Address Postal Zip Code | 84121 | |
Local Phone Number | 203-6755 | |
City Area Code | 800 | |
Security12b Title | Common Stock, par value $0.01 per share | |
Trading Symbol | INST | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 141,347,146 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 100,854 | $ 164,928 |
Accounts receivable net | 36,606 | 51,607 |
Prepaid expenses | 51,078 | 15,475 |
Deferred commissions | 11,729 | 11,418 |
Other current assets | 2,759 | 3,384 |
Total current assets | 203,026 | 246,812 |
Property and equipment, net | 11,115 | 10,792 |
Right-of-use assets | 16,978 | 18,175 |
Goodwill | 1,194,221 | 1,194,221 |
Intangible assets, net | 596,005 | 629,746 |
Noncurrent prepaid expenses | 1,404 | 1,553 |
Deferred commissions, net of current portion | 19,490 | 20,105 |
Deferred tax assets | 7,927 | 6,477 |
Other assets | 5,979 | 5,901 |
Total assets | 2,056,145 | 2,133,782 |
Current liabilities: | ||
Accounts payable | 11,881 | 18,324 |
Accrued liabilities | 23,069 | 28,408 |
Lease liabilities | 6,880 | 6,666 |
Long-term debt, current | 4,013 | 2,763 |
Deferred revenue | 175,203 | 240,936 |
Total current liabilities | 221,046 | 297,097 |
Long-term debt, net of current portion | 489,497 | 490,500 |
Deferred revenue, net of current portion | 13,772 | 14,740 |
Lease liabilities, net of current portion | 21,996 | 23,678 |
Deferred tax liabilities | 27,890 | 29,851 |
Other long-term liabilities | 2,418 | 3,531 |
Total liabilities | 776,619 | 859,397 |
Stockholders’ equity: | ||
Common stock, par value $0.01 per share; 500,000 shares authorized as of March 31, 2022 (unaudited) and December 31, 2021; 141,347 and 140,741 shares issued and outstanding as of March 31, 2022 (unaudited) and December 31, 2021, respectively. | 1,413 | 1,407 |
Additional paid-in capital | 1,550,318 | 1,539,638 |
Accumulated deficit | (272,205) | (266,660) |
Total stockholders’ equity | 1,279,526 | 1,274,385 |
Total liabilities and stockholders’ equity | $ 2,056,145 | $ 2,133,782 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 141,347,000 | 140,741,000 |
Common stock, shares, outstanding | 141,347,000 | 140,741,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Total revenue | $ 113,462 | $ 93,980 |
Cost of revenue: | ||
Total cost of revenue | 41,011 | 45,634 |
Gross profit | 72,451 | 48,346 |
Operating expenses: | ||
Sales and marketing | 43,321 | 41,222 |
Research and development | 17,201 | 17,089 |
General and administrative | 15,616 | 13,351 |
Impairment on held-for-sale assets | 0 | 1,218 |
Total operating expenses | 76,138 | 72,880 |
Loss from operations | (3,687) | (24,534) |
Other income (expense): | ||
Interest income | 36 | 27 |
Interest expense | (4,553) | (17,271) |
Other income (expense) | 306 | (634) |
Total other income (expense), net | (4,211) | (17,878) |
Loss before income taxes | (7,898) | (42,412) |
Income tax benefit (expense) | 2,353 | 9,341 |
Net loss and comprehensive loss | $ (5,545) | $ (33,071) |
Net loss per common share, basic and diluted | $ (0.04) | $ (0.26) |
Weighted average common shares used in computing basic and diluted net loss per common share | 140,952 | 126,117 |
Subscription and Support | ||
Revenue: | ||
Total revenue | $ 103,492 | $ 86,354 |
Cost of revenue: | ||
Total cost of revenue | 35,546 | 39,884 |
Professional Services and Other | ||
Revenue: | ||
Total revenue | 9,970 | 7,626 |
Cost of revenue: | ||
Total cost of revenue | $ 5,465 | $ 5,750 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 1,087,984 | $ 1,262 | $ 1,264,703 | $ (177,981) |
Balance, shares at Dec. 31, 2020 | 126,219,000 | |||
Repurchase of TopCo Units | (563) | $ (1) | (562) | |
Repurchase of TopCo Units, shares | (133,000) | |||
Stock-based compensation | 2,666 | 2,666 | ||
Net loss | (33,071) | (33,071) | ||
Balance at Mar. 31, 2021 | 1,057,016 | $ 1,261 | 1,266,807 | (211,052) |
Balance, shares at Mar. 31, 2021 | 126,086,000 | |||
Balance at Dec. 31, 2021 | 1,274,385 | $ 1,407 | 1,539,638 | (266,660) |
Balance, shares at Dec. 31, 2021 | 140,741,000 | |||
Vesting of restricted stock units, net | 0 | $ 4 | (4) | |
Vesting of restricted stock units, shares | 425,000 | |||
Purchase of ESPP shares | 4,076 | $ 3 | 4,073 | |
Purchase of ESPP shares, Shares | 240,000 | |||
Shares withheld for tax withholding on vesting of restricted stock units | (1,263) | $ (1) | (1,262) | |
Shares withheld for tax withholding on vesting of restricted stock units, shares | (59,000) | |||
Stock-based compensation | 7,873 | 7,873 | ||
Net loss | (5,545) | (5,545) | ||
Balance at Mar. 31, 2022 | $ 1,279,526 | $ 1,413 | $ 1,550,318 | $ (272,205) |
Balance, shares at Mar. 31, 2022 | 141,347,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net loss | $ (5,545) | $ (33,071) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of property and equipment | 1,004 | 939 |
Amortization of intangible assets | 33,741 | 33,365 |
Amortization of deferred financing costs | 294 | 609 |
Impairment of disposal group | 0 | 1,218 |
Stock-based compensation | 7,813 | 2,633 |
Deferred income taxes | (3,411) | (9,380) |
Other | (360) | 1,321 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 14,779 | 16,906 |
Prepaid expenses and other assets | (34,733) | (18,921) |
Deferred commissions | 304 | (52) |
Right-of-use assets | 1,197 | 5,242 |
Accounts payable and accrued liabilities | (11,746) | (8,633) |
Deferred revenue | (66,701) | (50,486) |
Lease liabilities | (1,468) | (1,643) |
Other liabilities | (1,113) | 1,221 |
Net cash used in operating activities | (65,945) | (58,732) |
Investing activities: | ||
Purchases of property and equipment | (1,333) | (411) |
Proceeds from sale of property and equipment | 22 | 9 |
Proceeds from sale of Bridge | 0 | 46,018 |
Net cash provided by (used in) investing activities | (1,311) | 45,616 |
Financing activities: | ||
Proceeds from issuance of common stock from employee equity plans | 4,076 | 0 |
Shares repurchased for tax withholdings on vesting of restricted stock | (1,263) | 0 |
Repuchase of TopCo units | 0 | (563) |
Repayments of long-term debt | 0 | (49,542) |
Net cash provided by (used in) financing activities | 2,813 | (50,105) |
Foreign currency impacts on cash, cash equivalents, and restricted cash | 590 | 0 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (63,853) | (63,221) |
Cash, cash equivalents, and restricted cash, beginning of period | 169,152 | 150,953 |
Cash, cash equivalents, and restricted cash, end of period | 105,299 | 87,732 |
Supplemental cash flow disclosure: | ||
Cash paid for taxes | 69 | 77 |
Interest paid | 1,424 | 16,672 |
Non-cash investing and financing activities: | ||
Capital expenditures incurred but not yet paid | 119 | 17 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and Cash Equivalents, at Carrying Value | 100,854 | 83,012 |
Restricted Cash | 4,445 | 4,720 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Total | $ 105,299 | $ 87,732 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation 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 the Thoma Bravo Fund XIII, L.P. (“Thoma Bravo”) for the purpose of purchasing (the “Take- Private Transaction”) 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. (the “Company” or “Instructure”). 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. 2021 Stock Split and Initial Public Offering ( “ IPO ” ) 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 condensed 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. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, we have prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited condensed consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2021, and these condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2022. The year-end balance sheet data was derived from audited financial statements, but the interim condensed consolidated balance sheet included in this Form 10-Q does not include all disclosures required under U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2022. Use of Estimates The preparation of the condensed 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 condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are discussed in “Note 1 – Description of Business and Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the SEC on February 23, 2022. There have been no significant changes to these policies during the unaudited three months ended March 31, 2022. Recent Accounting Pronouncements Adopted accounting pronouncements Effective January 1, 2021, the Company adopted Accounting Standards Update (“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 condensed consolidated financial statements and related notes. Effective January 1, 2022, the Company adopted 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related notes. Effective January 1, 2022, the Company adopted 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related notes. Effective January 1, 2022, the Company adopted 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related notes. Issued accounting pronouncements There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company's condensed consolidated financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 3. 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): Three months 2022 2021 (unaudited) Numerator: Net loss $ ( 5,545 ) $ ( 33,071 ) Denominator: Weighted-average common shares outstanding—basic 140,952 126,117 Dilutive effect of share equivalents resulting from unvested restricted stock units and shares for issuance under employee stock purchase plan — — Weighted-average common shares outstanding—diluted 140,952 126,117 Net loss per common share, basic and diluted $ ( 0.04 ) $ ( 0.26 ) For the unaudited three months ended March 31, 2022, we incurred net losses and, therefore, the effect of our restricted stock units (“RSUs”) and employee stock purchase plan were not included in the calculation of diluted net loss per share as the effect would be anti-dilutive. We also incurred losses in the unaudited three months ended March 31, 2021. The following table contains share totals with a potentially dilutive impact (in thousands): Three months 2022 2021 (unaudited) Restricted stock units 5,985 — Shares for issuance under employee stock purchase plan 38 — Total 6,023 — |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 5. 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 condensed consolidated statements of operations and comprehensive loss for the reporting periods presented. 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 was held back for a period of 90 days following the acquisition for working capital adjustments. The acquisition did not have a material effect on our revenue or earnings in the condensed consolidated statements of operations and comprehensive loss 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 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 condensed consolidated statements of operations and comprehensive loss. Customer relationships represent the estimated fair value of the acquired customer bases and are amortized over the estimated remaining useful life of seven years . Amortization of customer relationships is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Sale of getBridge LLC (“Bridge”) On February 26, 2021, the Company sold Bridge, its corporate learning platform and wholly-owned subsidiary, 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 then outstanding Term Loan (as defined in Note 7—Credit Facility). During the unaudited three months ended March 31, 2021, we recognized a pretax loss on this divestiture of $ 1.2 million, which is included in operating expenses in the accompanying condensed consolidated statements of operations and comprehensive loss . |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 (unaudited) Computer and office equipment $ 4,149 $ 2,668 Capitalized software development costs 5,199 4,591 Furniture and fixtures 1,615 1,325 Leasehold improvements and other 6,852 4,330 Total property and equipment 17,815 12,914 Less accumulated depreciation and amortization ( 6,700 ) ( 2,122 ) Total $ 11,115 $ 10,792 Accumulated amortization for capitalized software development costs was $ 1.1 million and $ 0.8 million at March 31, 2022 (unaudited) and December 31, 2021, respectively. Amortization expense for capitalized software development costs for the unaudited three months ended March 31, 2022 and 2021, was $ 0.3 million and $ 0.1 million, respectively, and is recorded within subscription and support cost of revenue on the condensed consolidated statements of operations and comprehensive loss. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2021 $ 1,194,221 Additions (Note 5 - Acquisitions) — Balance as of March 31, 2022 (unaudited) $ 1,194,221 Intangible assets consisted of the following (in thousands): Weighted-Average emaining March 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (unaudited) Software 11 Months $ 21 $ ( 15 ) $ 6 $ 21 $ ( 13 ) $ 8 Trade names 93 Months 125,800 ( 26,087 ) 99,713 125,800 ( 22,809 ) 102,991 Developed technology 37 Months 313,800 ( 119,905 ) 193,895 313,800 ( 104,215 ) 209,585 Customer relationships 61 Months 413,600 ( 111,209 ) 302,391 413,600 ( 96,438 ) 317,162 Total $ 853,221 $ ( 257,216 ) $ 596,005 $ 853,221 $ ( 223,475 ) $ 629,746 Amortization expense for intangible assets was $ 33.7 million and $ 33.4 million for the unaudited three months ended March 31, 2022 and 2021, respectively. Based on the recorded intangible assets at March 31, 2022 (unaudited), estimated amortization expense is expected to be as follows (in thousands): Amortization Expense Years Ending December 31, (unaudited) Remainder of 2022 $ 101,225 2023 134,961 2024 134,726 2025 92,013 2026 71,925 2027 and thereafter 61,155 Total $ 596,005 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2022 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Geographic Data and Revenue | 8. 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 Bridge-related 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. On February 26, 2021, the Company sold getBridge LLC (“Bridge”), its corporate learning platform and wholly-owned subsidiary, and 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): Three months 2022 2021 (unaudited) Education $ 113,462 $ 90,317 Corporate — 3,663 Total revenue $ 113,462 $ 93,980 Percentage of revenue generated by Education 100 % 96 % Three months 2022 2021 (unaudited) United States $ 90,107 $ 75,571 Foreign 23,355 18,409 Total revenue $ 113,462 $ 93,980 Percentage of revenue generated outside of the United States 21 % 20 % Deferred Revenue and Performance Obligations During each of the unaudited three months ended March 31, 2022 and 2021, 92 % of revenue recognized was included in our deferred revenue balance at December 31, 2021 and 2020, respectively. Transaction Price Allocated to the Remaining Performance Obligations As of March 31, 2022 (unaudited), approximately $ 668.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 75 % of our remaining performance obligations over the next 24 months , with the balance recognized thereafter. Concentration of Credit Risk, Significant Customers and Provision for Credit Losses There were no customers with revenue as a percentage of total revenue exceeding 10 % for the periods presented. As of March 31, 2022 and 2021 (unaudited) there were no customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable greater than 10%. As of December 31, 2021, our largest customer's outstanding net accounts receivable balance as a percentage of total outstanding net accounts receivable represented 10.5 % . There were no other customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable greater than 10 % as of December 31, 2021. Our provisions for credit loss balances at March 31, 2022 (unaudited) and December 31, 2021 were $ 1.0 million and $ 0.8 million, respectively. |
Deferred Commissions
Deferred Commissions | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs [Abstract] | |
Deferred Commissions Disclosure | 9. Deferred Commissions Deferred commissions primarily consist of sales commissions that are capitalized as incremental contract origination costs and were $ 31.2 million and $ 31.5 million as of March 31, 2022 (unaudited) and December 31, 2021, respectively. Amortization expense for deferred commissions was $ 3.4 million and $ 2.4 million for the unaudited three months ended March 31, 2022 and 2021 , respectively. There was no impairment of deferred commissions during these periods. |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2022 | |
Line of Credit Facility [Abstract] | |
Credit Facility | 7. 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 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, 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. 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 a $ 10.0 million sublimit for the issuance of letters of credit. Any issuance of letters of credit will reduce the amount available under the Senior Revolver. As of March 31, 2022 (unaudited), we had no outstanding borrowings under our 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 . As of March 31, 2022 (unaudited), there was no amount outstanding under the Senior Revolver. The Company had $ 125.0 million of availability under the Senior Revolver as of March 31, 2022 (unaudited). 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 after the IPO 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 in the fourth quarter of 2021 , 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 condensed consolidated statements of operations and comprehensive loss. 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-term debt, current and long-term debt, net of current portion, respectively, on the condensed consolidated balance sheets. The Company recognized $ 0.2 million and $ 0.6 million of amortization of debt discount costs for the unaudited three months ended March 31, 2022 and 2021, respectively, which is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. At March 31, 2022 (unaudited) and December 31, 2021 the Company had an aggregate principal amount outstanding of $ 500.0 million under the Senior Term Loan, bearing interest at 3.27 % and 3.25 % , respectively. The Company had $ 6.5 million and $ 6.7 million of unamortized debt discount costs at March 31, 2022 (unaudited) and December 31, 2021, respectively, which is recorded as a reduction of the debt balance on the Company’s condensed 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 condensed consolidated statements of operations and comprehensive loss. 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 condensed consolidated balance sheets. The Company recognized $ 47.0 thousand and $ 30.0 thousand of amortization of debt issuance costs for the unaudited three months ended March 31, 2022 and 2021, respectively, which is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company had $ 0.9 million and $ 0.9 million of unamortized debt issuance costs at March 31, 2022 (unaudited) and December 31, 2021, respectively, which were included in other current assets and other assets on the Company’s condensed consolidated balance sheets. The Senior Secured Credit Facilities contain customary negative covenants. At March 31, 2022 (unaudited), 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 March 31, 2022 (unaudited), are as follows (in thousands): Amount Years Ending December 31, (unaudited) Remainder of 2022 $ 3,750 2023 5,000 2024 5,000 2025 5,000 2026 5,000 Thereafter 476,250 Total $ 500,000 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10. 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 Company's board of directors authorized 2,000 shares of common stock with a par value of $ 0.01 . Common stock issued and outstanding prior to the stock split as of July 9, 2021 (unaudited) and December 31, 2020 were 998.10 and 999.84 , respectively. No other shares were issued. Subsequently, 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 condensed consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. As of March 31, 2022 (unaudited) and December 31, 2021 , there were 500,000,000 shares of common stock authorized. As of March 31, 2022 (unaudited) and December 31, 2021, there were 141,347,146 and 140,740,569 shares of common stock issued and outstanding, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Employee Equity Plans 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 provided 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 TopCo Units. Under the 2020 Plan, 10,000,000 Class B Units (“Incentive Units”) were reserved for issuance (“Incentive Carry”) and did not have a contractual life. Incentive Carry grants were 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. 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 were not included in the Incentive Carry pool previously discussed and there was no contractual life. 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 2020 Plan was terminated in July 2021 in connection with the IPO. No further equity awards were granted under the 2020 Plan subsequent to the IPO. As of the IPO date, 2,271,698 vested Incentive Units converted to 1,305,738 shares of the Company's common stock and were released to the Unit holders, and 6,126,802 unvested Incentive Units were exchanged for 3,496,739 RSUs under the 2021 Plan. The RSUs will generally vest in 11 equal quarterly installments which commenced on September 1, 2021. In July 2021, our board of directors adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”), which serves as the successor to 2020 Plan. Accordingly, no shares remain available for issuance under the 2020 Plan. A total of 18,000,000 shares of the Company's common stock were initially reserved for issuance under the 2021 Plan. Pursuant to the terms of the 2021 Plan, the share reserve increased by 5,629,623 shares in January 2022. As of March 31, 2022, we had 16,584,889 shares of common stock available for future grants under the 2021 Plan. In July 2021, our board of directors adopted, and our stockholders approved the 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which 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 period ended on February 28, 2022. Each new offering period 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. A total of 1,900,000 shares of the Company’s common stock were initially reserved for issuance under the 2021 ESPP. Pursuant to the terms of the 2021 ESPP, the share reserve increased by 1,407,406 shares in January 2022. As of March 31, 2022 (unaudited), 3,067,546 shares of common stock were available for purchase under the 2021 ESPP. In January and February 2022, we granted 792,905 and 1,089,775 RSUs, respectively, to employees 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 a four-year service period. The grant date fair values of the RSUs granted in January and February 2022 were $ 21.12 and $ 22.41 , r espectively, which represent the closing stock price for the underlying common stock on the respective grant dates, with an aggregate fair value of $ 41.2 million. The following two tables show stock-based compensation by award type and where the stock-based compensation expense was recorded in our condensed consolidated statements of operations and comprehensive loss (in thousands): Three months 2022 2021 (unaudited) Options $ 19 $ 48 Restricted stock units 8,863 2,871 Shares for issuance under employee stock purchase plan 594 — Class A and Class B Units — 2,666 Total stock-based compensation $ 9,476 $ 5,585 Three months 2022 2021 (unaudited) Subscription and support cost of revenue $ 282 $ 224 Professional services and other cost of revenue 376 177 Sales and marketing 2,577 1,582 Research and development 2,540 1,670 General and administrative 3,701 1,932 Total stock-based compensation $ 9,476 $ 5,585 In connection with the Take-Private Transaction on March 31, 2020, and except for certain executives, outstanding stock options and restricted stock units, 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 three months ended March 31, 2022 and 2021 (unaudited), the Company recognized $ 1.7 million and $ 2.9 million of stock-based compensation expense associated with the Cash Replacement Awards, respectively. Restricted Stock Units The following table summarizes the activity of RSUs for the unaudited three months ended March 31, 2022 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2021 1,987 $ 21.00 Granted 1,883 21.87 Vested ( 122 ) 20.41 Forfeited or cancelled ( 136 ) 22.15 Unvested and outstanding at March 31, 2022 3,612 $ 21.43 As of March 31, 2022 (unaudited), total unrecognized compensation cost related to unvested RSUs amounted to $ 71.3 million, which is expected to be recognized over a weighted average period of 3.6 years. The following table summarizes the activity of the Incentive Carry and Board Carry, subsequent to their conversion into RSUs under the 2021 Plan, for the unaudite d three months ended March 31, 2022 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2021 2,736 $ 10.75 Vested ( 304 ) 11.03 Forfeited or cancelled ( 59 ) 11.23 Unvested and outstanding at March 31, 2022 2,373 $ 10.74 There were no Incentive Units granted subsequent to December 31, 2021. As of March 31, 2022 (unaudited) and December 31, 2021, we had $ 24.5 million and $ 28.3 million of unrecognized stock-based compensation expense related to unvested Incentive Units exchanged for RSUs, that are expected to be recognized over a weighted-average period of 2.0 and 2.3 years, respectively. 2021 ESPP The following table summarizes the assumptions relating to 2021 ESPP purchase rights used in a Black-Scholes option pricing model for the three months ended March 31, 2022 and 2021 (unaudited): Three months 2022 2021 Dividend yield None None Volatility 41 - 47 % None Risk-free interest rate 0.06 None Expected life (years) 0.5 - 0.6 None |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Utilization of the net operating loss carryforwards and credits may be subject to substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. We file tax returns in the United States, the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, 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. We believe that we have provided adequate reserves for our income tax uncertainties in all open tax years. We do not expect our gross unrecognized tax benefits to change significantly in the next 12 months. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value of Financial Instruments | 13. 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 the period ended March 31, 2022 (unaudited) and December 31, 2021 . Assets measured at fair value on a recurring basis as of March 31, 2022 (unaudited) were as follows (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,343 $ — $ — $ 3,343 Total assets $ 3,343 $ — $ — $ 3,343 Assets 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 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 14. 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 four of its locations. The first, second, third, and fourth sublease term has 15 months , 81 months , 46 months , and 25 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): Three months 2022 2021 (unaudited) Operating lease cost, gross $ 1,796 $ 1,952 Variable lease cost, gross (1) 536 409 Sublease income ( 254 ) ( 228 ) Total lease costs (2) $ 2,078 $ 2,133 (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 unaudited three months ended March 31, 2022 and 2021 (unaudited) 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 three months ended March 31, 2022 and 2021 (unaudited) were $ 2.2 million and $ 1.9 million, respectively, and were included in net cash used in operating activities in the condensed consolidated statements of cash flows. As of March 31, 2022 (unaudited), the maturities of the Company’s operating lease liabilities were as follows (in thousands): Remainder of 2022 $ 6,670 2023 8,729 2024 8,460 2025 4,390 2026 2,816 2027 and thereafter 3,121 Total lease payments 34,186 Less: Imputed interest ( 5,310 ) Lease liabilities 28,876 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 414 ) Lease liabilities, net 28,462 As of March 31, 2022 (unaudited) and December 31, 2021, the weighted average remaining lease term is 4.2 and 4.4 years, respectively, and the weighted average discount rate used to determine operating lease liabilities was 8.19 % as of March 31, 2022 (unaudited) and December 31, 2021 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Non-cancelable purchase obligations As of March 31, 2022 (unaudited), our outstanding non-cancelable purchase obligations with a term of 12 months or longer related to cloud infrastructure services in the ordinary course of business totaled $ 45.0 million for fiscal year 2023 and $ 48.0 million for fiscal years 2024 and 2025, respectively. Letters of Credit As of March 31, 2022 (unaudited) and December 31, 2021, we had a total of $ 4.4 million and $ 4.2 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 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 described below (which we believe is without merit and which we are defending vigorously against), if determined adversely to us, singly or in the aggregate, would have a material impact on our financial position, results of operations, or liquidity. In February 2021, Oklahoma Law Enforcement Retirement System and Q. Wade Billings filed a class action lawsuit against Instructure Holdings, LLC, certain Thoma Bravo entities and certain directors and officers of Predecessor, relating to the Take Private Transaction. The complaint alleges that such directors and officers breached their fiduciary duties in connection with the Take Private Transaction, and that Instructure Holdings, LLC and Thoma Bravo aided and abetted such breaches. Plaintiffs seek damages of an unidentified amount, interest, and attorneys’ and experts’ fees and expenses. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
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 unaudited three months ended March 31, 2022 and 2021 (unaudited), the Company incurred $ 0.2 million and $ 0.1 million, respectively, related to these services. The related expense is reflected in general and administrative expense in the condensed consolidated statements of operations and comprehensive loss. 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 2021 base salary and short-term incentive award was approximately $ 0.2 million in the aggregate. 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 three months ended March 31, 2022 (unaudited), Ms. Gunther's base salary was $ 0.1 m illion. 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 7—Credit Facility for additional information regarding the principal prepayments and Refinancing. Interest paid to affiliates of Thoma Bravo during the three months ended March 31, 2021 (unaudited) was $ 2.8 million. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On April 13, 2022, Instructure, Inc. entered into a Stock Purchase Agreement with all of the securityholders of Concentric Sky, Inc. (“Concentric Sky”), the makers of Badgr, which will be rebranded to Canvas Badges, and paid $ 22.0 million in cash, subject to customary adjustments, to such securityholders to acquire 100 % of the outstanding securities of Concentric Sky. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [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 the Thoma Bravo Fund XIII, L.P. (“Thoma Bravo”) for the purpose of purchasing (the “Take- Private Transaction”) 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. (the “Company” or “Instructure”). 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 accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) applicable to interim periods, under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, we have prepared the accompanying unaudited condensed consolidated financial statements on a basis substantially consistent with the audited condensed consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2021, and these condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results of the interim periods presented. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2022. The year-end balance sheet data was derived from audited financial statements, but the interim condensed consolidated balance sheet included in this Form 10-Q does not include all disclosures required under U.S. GAAP. Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted under the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2022. |
Use of Estimates | Use of Estimates The preparation of the condensed 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 condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted accounting pronouncements Effective January 1, 2021, the Company adopted Accounting Standards Update (“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 condensed consolidated financial statements and related notes. Effective January 1, 2022, the Company adopted 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related notes. Effective January 1, 2022, the Company adopted 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related notes. Effective January 1, 2022, the Company adopted 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 adoption of this guidance did not have a material impact on our condensed consolidated financial statements and related notes. Issued accounting pronouncements There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company's condensed consolidated financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Loss Per Share | Three months 2022 2021 (unaudited) Numerator: Net loss $ ( 5,545 ) $ ( 33,071 ) Denominator: Weighted-average common shares outstanding—basic 140,952 126,117 Dilutive effect of share equivalents resulting from unvested restricted stock units and shares for issuance under employee stock purchase plan — — Weighted-average common shares outstanding—diluted 140,952 126,117 Net loss per common share, basic and diluted $ ( 0.04 ) $ ( 0.26 ) |
Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact | Three months 2022 2021 (unaudited) Restricted stock units 5,985 — Shares for issuance under employee stock purchase plan 38 — Total 6,023 — |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Eesysoft Software International B.V. [Member] | |
Business Acquisition [Line Items] | |
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 |
Elevate Data Sync [Member] | |
Business Acquisition [Line Items] | |
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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract] | |
Schedule of Property and Equipment, Net of Amount Held-for-Sale | Property and equipment consisted of the following (in thousands): March 31, December 31, 2022 2021 (unaudited) Computer and office equipment $ 4,149 $ 2,668 Capitalized software development costs 5,199 4,591 Furniture and fixtures 1,615 1,325 Leasehold improvements and other 6,852 4,330 Total property and equipment 17,815 12,914 Less accumulated depreciation and amortization ( 6,700 ) ( 2,122 ) Total $ 11,115 $ 10,792 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2021 $ 1,194,221 Additions (Note 5 - Acquisitions) — Balance as of March 31, 2022 (unaudited) $ 1,194,221 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): Weighted-Average emaining March 31, 2022 December 31, 2021 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (unaudited) Software 11 Months $ 21 $ ( 15 ) $ 6 $ 21 $ ( 13 ) $ 8 Trade names 93 Months 125,800 ( 26,087 ) 99,713 125,800 ( 22,809 ) 102,991 Developed technology 37 Months 313,800 ( 119,905 ) 193,895 313,800 ( 104,215 ) 209,585 Customer relationships 61 Months 413,600 ( 111,209 ) 302,391 413,600 ( 96,438 ) 317,162 Total $ 853,221 $ ( 257,216 ) $ 596,005 $ 853,221 $ ( 223,475 ) $ 629,746 |
Estimated Future Amortization Expense | Based on the recorded intangible assets at March 31, 2022 (unaudited), estimated amortization expense is expected to be as follows (in thousands): Amortization Expense Years Ending December 31, (unaudited) Remainder of 2022 $ 101,225 2023 134,961 2024 134,726 2025 92,013 2026 71,925 2027 and thereafter 61,155 Total $ 596,005 |
Credit Facility (Tables)
Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Line of Credit Facility [Abstract] | |
Schedule of Maturities of Long-term Debt | The maturities of outstanding debt, as of March 31, 2022 (unaudited), are as follows (in thousands): Amount Years Ending December 31, (unaudited) Remainder of 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) | 3 Months Ended |
Mar. 31, 2022 | |
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): Three months 2022 2021 (unaudited) Education $ 113,462 $ 90,317 Corporate — 3,663 Total revenue $ 113,462 $ 93,980 Percentage of revenue generated by Education 100 % 96 % Three months 2022 2021 (unaudited) United States $ 90,107 $ 75,571 Foreign 23,355 18,409 Total revenue $ 113,462 $ 93,980 Percentage of revenue generated outside of the United States 21 % 20 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense by Award Type | consolidated statements of operations and comprehensive loss (in thousands): Three months 2022 2021 (unaudited) Options $ 19 $ 48 Restricted stock units 8,863 2,871 Shares for issuance under employee stock purchase plan 594 — Class A and Class B Units — 2,666 Total stock-based compensation $ 9,476 $ 5,585 |
Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations | Three months 2022 2021 (unaudited) Subscription and support cost of revenue $ 282 $ 224 Professional services and other cost of revenue 376 177 Sales and marketing 2,577 1,582 Research and development 2,540 1,670 General and administrative 3,701 1,932 Total stock-based compensation $ 9,476 $ 5,585 |
Summary of Restricted Stock Unit Activity | The following table summarizes the activity of RSUs for the unaudited three months ended March 31, 2022 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2021 1,987 $ 21.00 Granted 1,883 21.87 Vested ( 122 ) 20.41 Forfeited or cancelled ( 136 ) 22.15 Unvested and outstanding at March 31, 2022 3,612 $ 21.43 |
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 three months ended March 31, 2022 and 2021 (unaudited): Three months 2022 2021 Dividend yield None None Volatility 41 - 47 % None Risk-free interest rate 0.06 None Expected life (years) 0.5 - 0.6 None |
2020 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Restricted Stock Unit Activity | The following table summarizes the activity of the Incentive Carry and Board Carry, subsequent to their conversion into RSUs under the 2021 Plan, for the unaudite d three months ended March 31, 2022 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2021 2,736 $ 10.75 Vested ( 304 ) 11.03 Forfeited or cancelled ( 59 ) 11.23 Unvested and outstanding at March 31, 2022 2,373 $ 10.74 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Schedule of Fair Value, Assets Measured on Recurring Basis. | Assets measured at fair value on a recurring basis as of March 31, 2022 (unaudited) were as follows (in thousands): March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,343 $ — $ — $ 3,343 Total assets $ 3,343 $ — $ — $ 3,343 Assets 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 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary 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): Three months 2022 2021 (unaudited) Operating lease cost, gross $ 1,796 $ 1,952 Variable lease cost, gross (1) 536 409 Sublease income ( 254 ) ( 228 ) Total lease costs (2) $ 2,078 $ 2,133 (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 unaudited three months ended March 31, 2022 and 2021 (unaudited) were not significant and are not included in the table above. |
Schedule of Maturities of The Company’s Operating Lease Liabilities | As of March 31, 2022 (unaudited), the maturities of the Company’s operating lease liabilities were as follows (in thousands): Remainder of 2022 $ 6,670 2023 8,729 2024 8,460 2025 4,390 2026 2,816 2027 and thereafter 3,121 Total lease payments 34,186 Less: Imputed interest ( 5,310 ) Lease liabilities 28,876 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 414 ) Lease liabilities, net 28,462 |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Details) $ / shares in Units, $ in Millions | Aug. 19, 2021USD ($)$ / sharesshares | Jul. 26, 2021USD ($)$ / sharesshares | Jul. 09, 2021shares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares |
Stock split of issued and outstanding common stock | 126,239.815 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |||
Preferred stock, shares issued | 0 | ||||
Preferred stock, shares outstanding | 0 | ||||
Common stock, shares, issued | 141,347,000 | 140,741,000 | |||
Offering price per share | $ / shares | $ 0.01 | $ 0.01 | |||
Maximum [Member] | |||||
Common stock, shares authorized | 500,000,000 | ||||
Preferred stock, shares authorized | 50,000,000 | ||||
Minimum [Member] | |||||
Common stock, shares authorized | 2,000 | ||||
Preferred stock, shares authorized | 0 | ||||
IPO Member | |||||
Common stock, shares, issued | 12,500,000 | ||||
Offering price per share | $ / shares | $ 20 | ||||
Net proceeds after underwriting discounts and commission deduction | $ | $ 234 | ||||
Over Allotment Option Member | |||||
Common stock, shares, issued | 1,675,000 | ||||
Offering price per share | $ / shares | $ 20 | ||||
Net proceeds after underwriting discounts and commission deduction | $ | $ 31.4 | ||||
Top Co [Member] | |||||
Business acquisition, percentage acquired | 100.00% |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss | $ (5,545) | $ (33,071) |
Denominator: | ||
Weighted-average common shares outstanding--basic | 140,952,000 | 126,117,000 |
Dilutive effect of share equivalents resulting from stock options and unvested restricted stock units | 0 | 0 |
Weighted-average common shares outstanding--diluted | 140,952,000 | 126,117,000 |
Net loss per common share | $ (0.04) | $ (0.26) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | 6,023,000 | 0 |
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 | 5,985,000 | 0 |
Shares for issuance under 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 | 38,000 | 0 |
Acquisitions - Additional infor
Acquisitions - Additional information (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Jun. 28, 2021 | Feb. 26, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||||
Purchase price of bridge | $ 47,000 | ||||
Proceeds net of transaction costs | $ 46,000 | ||||
Pre tax loss on sale of business | $ 1,200 | ||||
Customer Lists | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible asset, useful life | 7 years | ||||
Developed Technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible asset, useful life | 5 years | ||||
Elevate Data Sync [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Price, Future Payment | $ 400 | ||||
Description of business acquisition | the purchase price was held back for a period of 90 days following the acquisition for working capital adjustments. | ||||
Eesysoft Software International B.V. [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Price, Future Payment | $ 1,500 | ||||
Deferred tax liability | $ 672 | ||||
Increase (decrease) in deferred liabilities | $ 700 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Liabilities assumed | |||
Goodwill | $ 1,194,221 | $ 1,194,221 | |
Eesysoft Software International B.V. [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid | 17,472 | ||
Deferred consideration | 1,500 | ||
Total purchase consideration | 18,972 | ||
Identifiable assets acquired | |||
Cash | 586 | ||
Accounts receivable, net | 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 | ||
Elevate Data Sync [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid | $ 11,021 | ||
Holdback amount | 350 | ||
Total purchase consideration | 11,371 | ||
Identifiable assets acquired | |||
Cash | 1,324 | ||
Accounts receivable, net | 336 | ||
Prepaid Expenses | 66 | ||
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 | ||
Developed Technology | Eesysoft Software International B.V. [Member] | |||
Identifiable assets acquired | |||
Intangible assets | 3,300 | ||
Developed Technology | Elevate Data Sync [Member] | |||
Identifiable assets acquired | |||
Intangible assets | 2,200 | ||
Customer Relationships | Eesysoft Software International B.V. [Member] | |||
Identifiable assets acquired | |||
Intangible assets | $ 1,700 | ||
Customer Relationships | Elevate Data Sync [Member] | |||
Identifiable assets acquired | |||
Intangible assets | $ 1,200 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net of Amount Held-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 17,815 | $ 12,914 |
Less accumulated depreciation and amortization | (6,700) | (2,122) |
Total | 11,115 | 10,792 |
Computer and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 4,149 | 2,668 |
Capitalized software development costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 5,199 | 4,591 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,615 | 1,325 |
Leasehold improvement and other | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 6,852 | $ 4,330 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Capitalized computer software, accumulated amortization | $ 1.1 | $ 0.8 | |
Capitalized computer software, amortization | $ 0.3 | $ 0.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2020 | $ 1,194,221 |
Additions (Note 4 - Acquisitions) | 0 |
Balance as of June 30, 2021 | $ 1,194,221 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 33,741 | $ 33,365 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 853,221 | $ 853,221 |
Accumulated Amortization | (257,216) | (223,475) |
Net Carrying Amount | 596,005 | 629,746 |
Software | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | 21 | 21 |
Accumulated Amortization | (15) | (13) |
Net Carrying Amount | $ 6 | 8 |
Weighted Average Remaining Useful Life | 11 months | |
Trade Names | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 125,800 | 125,800 |
Accumulated Amortization | (26,087) | (22,809) |
Net Carrying Amount | $ 99,713 | 102,991 |
Weighted Average Remaining Useful Life | 93 months | |
Developed Technology | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 313,800 | 313,800 |
Accumulated Amortization | (119,905) | (104,215) |
Net Carrying Amount | $ 193,895 | 209,585 |
Weighted Average Remaining Useful Life | 37 months | |
Customer Relationships | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 413,600 | 413,600 |
Accumulated Amortization | (111,209) | (96,438) |
Net Carrying Amount | $ 302,391 | $ 317,162 |
Weighted Average Remaining Useful Life | 61 months |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 101,225 | |
2023 | 134,961 | |
2024 | 134,726 | |
2025 | 92,013 | |
2026 | 71,925 | |
2027 and thereafter | 61,155 | |
Net Carrying Amount | $ 596,005 | $ 629,746 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)SegmentCustomer | Mar. 31, 2021 | Dec. 31, 2021USD ($)Customer | |
Disaggregation Of Revenue [Line Items] | |||
Number of Operating Segments | Segment | 1 | ||
Number of Customer Bases | 2 | ||
Percentage of revenue recognized included in deferred revenue | 92.00% | 92.00% | |
Revenue, remaining performance obligation expected to be recognized | $ | $ 668.6 | ||
Provision for credit losses | $ | $ 1 | $ 0.8 | |
Sales Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Number of customers greater than 10 % of total revenue | 0 | ||
Sales Revenue | International Customers | Customer Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue generated outside of the United States | 10.00% | ||
Trade Accounts Receivable | |||
Disaggregation Of Revenue [Line Items] | |||
Number of other customers greater than 10 % of accounts receivable | 0 | 0 | |
Trade Accounts Receivable | International Customers | Customer Concentration Risk | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of revenue generated outside of the United States | 10.00% | 10.50% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 113,462 | $ 93,980 |
United States | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 90,107 | 75,571 |
Foreign | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | 23,355 | 18,409 |
Customer Concentration Risk | Sales Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 113,462 | 93,980 |
Customer Concentration Risk | Sales Revenue | Foreign | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue generated outside of the United States | 10.00% | |
Geographic Concentration Risk | Sales Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 113,462 | $ 93,980 |
Geographic Concentration Risk | Sales Revenue | Foreign | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue generated outside of the United States | 21.00% | 20.00% |
Education | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 113,462 | $ 90,317 |
Education | Customer Concentration Risk | Sales Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Percentage of revenue generated outside of the United States | 100.00% | 96.00% |
Corporate | ||
Disaggregation Of Revenue [Line Items] | ||
Total revenue | $ 0 | $ 3,663 |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-04-01 | Mar. 31, 2022 |
Disaggregation Of Revenue [Line Items] | |
Revenue, Remaining performance obligation, percentage | 75.00% |
Revenue, Remaining performance obligation period | 24 months |
Deferred Commissions - Addition
Deferred Commissions - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Deferred Costs [Abstract] | |||
Deferred commissions | $ 31,200 | $ 31,500 | |
Amortization of deferred sales commissions | 3,400 | $ 2,400 | |
Deferred commissions impairment charges | $ 0 | $ 0 | $ 0 |
Assets And Liabilities Held for
Assets And Liabilities Held for Sale - Additional Information (Details) - USD ($) $ in Millions | Feb. 26, 2021 | Mar. 31, 2021 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Purchase price of bridge | $ 47 | |
Proceeds net of transaction costs | $ 46 | |
Pre tax loss on sale of business | $ 1.2 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) | Oct. 29, 2021 | Mar. 24, 2020 | Aug. 31, 2021 | Mar. 24, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | May 27, 2021 |
Debt Instrument [Line Items] | ||||||||
Line of credit facility,maturity date | Mar. 24, 2026 | |||||||
Letters of credit outstanding | $ 4,400,000 | $ 4,200,000 | ||||||
Percentage of principal amount redeemed | 0.25% | |||||||
Line of credit facility, interest rate | 6.00% | |||||||
Line of credit facility, Variable rate | 1.00% | 0.50% | ||||||
Debt discount costs | 13,600,000 | |||||||
Additional debt discount costs | 3,800,000 | |||||||
Write off of Deferred Debt Issuance Cost | 13,800,000 | |||||||
Amortization of debt discount cost | 200,000 | $ 600,000 | ||||||
Amortization of deferred financing costs | 294,000 | 609,000 | ||||||
Prepayment premium in conjunction with principal payment | 1.50% | |||||||
Other Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs | 900,000 | |||||||
Debt issuance costs | 800,000 | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 5.50% | 5.50% | ||||||
Loan unused commitiment fee, percentage | 0.40% | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan unused commitiment fee, percentage | 0.50% | |||||||
Federal Fund | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 1.00% | |||||||
Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 1.00% | 7.00% | ||||||
Euro Dollar Floor | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 1.00% | |||||||
Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 0.005% | |||||||
Base Rate | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 1.00% | |||||||
Base Rate | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 1.50% | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | 10,000,000 | |||||||
Initial Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 775,000,000 | $ 775,000,000 | ||||||
Incremental Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 70,000,000 | 70,000,000 | ||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 50,000,000 | $ 50,000,000 | ||||||
Loan unused commitiment fee, percentage | 0.50% | |||||||
Borrowings outstanding | 0 | |||||||
Write off of Deferred Debt Issuance Cost | 500,000 | |||||||
Debt issuance costs | $ 700,000 | $ 700,000 | ||||||
Amortization of deferred financing costs | 47,000 | $ 30,000 | ||||||
Euro Dollar Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 5.50% | |||||||
Euro Dollar Loan | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 7.00% | 7.00% | ||||||
A B R Loan | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 4.50% | |||||||
A B R Loan | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 6.00% | |||||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt discount costs | 6,500,000 | $ 6,700,000 | ||||||
Term Loan | Other Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs | 900,000 | |||||||
Term Loan | Short Term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount costs | 1,000,000 | |||||||
Term Loan | Long term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount costs | 5,900,000 | |||||||
Term Loan | IPO [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings outstanding | $ 224,300,000 | |||||||
Term Loan | Over Allotment Option Member | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowings outstanding | $ 30,800,000 | |||||||
Senior Term Loan | ||||||||
Debt Instrument [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 | 3.27% | 3.25% | ||||||
Line of credit facility, expiration period | 7 years | |||||||
Senior Term Loan | Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 2.75% | |||||||
Senior Term Loan | Eurodollar | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 0.50% | |||||||
Senior Term Loan | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 1.75% | |||||||
Senior Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | $ 125,000,000 | ||||||
Borrowings outstanding | 0 | |||||||
Line of credit facility, expiration period | 5 years | |||||||
Line of credit percentage of outstanding amount | 35.00% | |||||||
Senior Revolver | Other Current Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 200,000 | |||||||
Senior Revolver | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio | 100 | |||||||
Senior Revolver | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio | 775 | |||||||
Senior Revolver | Eurodollar | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 2.00% | |||||||
Senior Revolver | Eurodollar | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 2.50% |
Credit Facility - Schedule of F
Credit Facility - Schedule of Future Minimum Principal Payments Related to the Credit Facility (Details) | Mar. 31, 2022USD ($) |
Line of Credit Facility [Abstract] | |
Remainder of 2022 | $ 3,750 |
2023 | 5,000 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 5,000 |
Thereafter | 476,250 |
Total | $ 500,000,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) | Jul. 09, 2021shares | Mar. 31, 2022$ / sharesshares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020shares |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | ||
Common stock par value | $ / shares | $ 0.01 | $ 0.01 | ||
Common stock, shares, issued | 141,347,000 | 140,741,000 | ||
Common stock, shares, outstanding | 141,347,000 | 140,741,000 | ||
Stock split of issued and outstanding common stock | 126,239.815 | |||
Preferred stock, shares outstanding | 0 | |||
Preferred stock, shares issued | 0 | |||
Take-Private Transaction | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 2,000 | |||
Common stock par value | $ / shares | $ 0.01 | |||
Common stock, shares, issued | 998.10 | 999.84 | ||
Common stock, shares, outstanding | 998.10 | 999.84 | ||
Maximum [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 500,000,000 | |||
Preferred stock, shares authorized | 50,000,000 | |||
Minimum [Member] | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 2,000 | |||
Preferred stock, shares authorized | 0 | |||
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 | 141,347,146 | 140,740,569 | ||
Common stock, shares, outstanding | 141,347,146 | 140,740,569 | ||
Partnership | Common Class A | ||||
Class Of Stock [Line Items] | ||||
Units issued | 1,250,000 | |||
Unit par value | $ / shares | $ 0 | |||
Partnership | Common Class B | ||||
Class Of Stock [Line Items] | ||||
Units issued | 90,000,000 | |||
Unit par value | $ / shares | $ 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 9,476 | $ 5,585 |
Employee Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 19 | 48 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 8,863 | 2,871 |
Shares for issuance under employee stock purchase plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 594 | 0 |
Class A and Class B Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 2,666 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 9,476 | $ 5,585 |
Subscription and Support Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 282 | 224 |
Professional Services And Other Cost Of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 376 | 177 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 2,577 | 1,582 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 2,540 | 1,670 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 3,701 | $ 1,932 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 | Jan. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
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 | $ 9,476 | $ 5,585 | ||||||
Common stock, capital shares reserved for future issuance | 5,629,623 | |||||||
Number of shares offered to employees | 480,000 | |||||||
Unrecognized stock-based compensation costs | $ 24,500 | $ 28,300 | ||||||
Total unrecognized compensation cost, period for recognition | 2 years | 2 years 3 months 18 days | ||||||
Common stock authorized | 16,584,889 | |||||||
IPO Member | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Conversion of shares | 1,305,738 | |||||||
2021 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock, capital shares reserved for future issuance | 1,407,406 | |||||||
Common stock authorized | 3,067,546 | |||||||
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 2021 Employee Stock Purchase Plan (the "2021 ESPP"), which 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 period ended on February 28, 2022. Each new offering period 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. A total of 1,900,000 shares of the Company’s common stock were initially reserved for issuance under the 2021 ESPP. Pursuant to the terms of the 2021 ESPP, the share reserve increased by 1,407,406 shares in January 2022. As of March 31, 2022 (unaudited), 3,067,546 shares of common stock were available for purchase under the 2021 ESPP. | |||||||
Common stock authorized | 18,000,000 | 1,900,000 | ||||||
Discount on share market price | 15.00% | |||||||
Purchase price of common stock, percent | 85.00% | |||||||
2020 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock authorized | 0 | |||||||
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 stock authorized | 10,000,000 | |||||||
Common Class A | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares offered to employees | 1 | |||||||
Incentive Carry | IPO Member | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 2,271,698 | |||||||
Unvested shares | 6,126,802 | |||||||
Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 8,863 | 2,871 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 122 | |||||||
RSU granted | 1,883 | |||||||
Unrecognized stock-based compensation costs | $ 71,300 | |||||||
Amount per share of RSU granted | $ 22.41 | $ 21.12 | ||||||
Aggregate fair value of RSU | $ 41,200 | |||||||
Vesting rights | The RSUs will generally vest in 11 equal quarterly installments which commenced on September 1, 2021. | |||||||
Total unrecognized compensation cost, period for recognition | 3 years 7 months 6 days | |||||||
Restricted Stock Units | 2021 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 3,496,739 | |||||||
RSU granted | 1,089,775 | 792,905 | ||||||
Cash Replacement Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 1,700 | $ 2,900 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Assumptions Relating to Stock Options and ESPP Purchase Rights (Details) - Employee Stock Purchase Plan | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Volatility | 0.00% | |
Risk-free interest rate | 0.06% | 0.00% |
Expected life (years) | 0 years | |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 41.00% | |
Expected life (years) | 6 months | |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Volatility | 47.00% | |
Expected life (years) | 7 months 6 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested and outstanding, Beginning Balance | shares | 1,987,000 |
Granted | shares | 1,883 |
Vested | shares | (122) |
Forfeited or cancelled | shares | (136) |
Unvested and outstanding, Ending Balance | shares | 3,612,000 |
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 21 |
Granted | $ / shares | 21.87 |
Vested | $ / shares | 20.41 |
Forfeited or cancelled | $ / shares | 22.15 |
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 21.43 |
2021 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested and outstanding, Beginning Balance | shares | 2,736,000 |
Vested | shares | (304) |
Forfeited or cancelled | shares | (59) |
Unvested and outstanding, Ending Balance | shares | 2,373,000 |
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 10.75 |
Vested | $ / shares | 11.03 |
Forfeited or cancelled | $ / shares | 11.23 |
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 10.74 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | $ 0 | $ 0 |
Fair value of Term Loan | $ 493,500 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Assets Measured at Fair Value on a Recurring Basis (Detail) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 3,343 | $ 3,343 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,343 | 3,343 |
Level 2 | ||
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 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,343 | 3,343 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,343 | 3,343 |
Money Market Funds | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Money Market Funds | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 0 | $ 0 |
Leases - Additional Information
Leases - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Minimum [Member] | |
Lessee Lease Description [Line Items] | |
Lease term | 1 year |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Lease term | 7 years |
Property One | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 15 months |
Property Three | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 81 months |
Property Four | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 46 months |
Property Five | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 25 months |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Leases [Abstract] | |||
Operating lease cost, gross | $ 1,796 | $ 1,952 | |
Variable lease cost, gross | [1] | 536 | 409 |
Sublease Income | (254) | (228) | |
Lease, Cost, Total | [2] | $ 2,078 | $ 2,133 |
[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 unaudited three months ended March 31, 2022 and 2021 (unaudited) 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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Measurement of operating lease liabilities | $ 2.2 | $ 1.9 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of the Company's Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2022 | $ 6,670 |
2023 | 8,729 |
2024 | 8,460 |
2025 | 4,390 |
2026 | 2,816 |
2027 and Thereafter | 3,121 |
Total lease payments | 34,186 |
Imputed interest | (5,310) |
Lease liabilities | 28,876 |
Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received | 414 |
Lease liabilities, net | $ 28,462 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term - Additional Information (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term | 4 years 2 months 12 days | 4 years 4 months 24 days |
Weighted average discount rate, percent | 8.19% | 8.19% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Letters of credit outstanding | $ 4.4 | $ 4.2 |
2023 | 45 | |
2024 | 48 | |
2025 | $ 48 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Oct. 29, 2021 | Aug. 31, 2021 | Mar. 24, 2020 | |
Related Party Transaction [Line Items] | ||||||
Salary and short-term incentive award | $ 100 | |||||
Term loan | 500,000 | |||||
Affiliates Of Thoma Bravo | ||||||
Related Party Transaction [Line Items] | ||||||
Acquisition of term loan | $ 129,200 | |||||
Interest paid to affiliates of Thomas Bravo | $ 2,800 | |||||
Principal payment to related party | $ 42,500 | |||||
Term loan | $ 88,600 | |||||
Take-Private Transaction | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | $ 200 | $ 100 | ||||
Salary and short-term incentive award | $ 200 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Concentric Sky $ in Millions | Apr. 13, 2022USD ($) |
Subsequent Event [Line Items] | |
Cash paid | $ 22 |
Business acquisition, percentage acquired | 100.00% |