United States securities and exchange commission logo
November 7, 2022
Dale Bowen
Chief Financial Officer
Instructure Holdings, Inc.
6330 South 3000 East
Suite 700
Salt Lake City, UT 84121
Re: Instructure
Holdings, Inc.
Form 10-K for the
Year Ended December 31, 2021
Filed February 23,
2022
Form 10-Q for the
Quarter Ended September 30, 2022
Filed November 2,
2022
Form 8-K furnished
on November 1, 2022
File No. 001-40647
Dear Dale Bowen:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Business Metrics, page 51
1. In order to provide a
better understanding of the growth in your customer count from
period-to-period,
please revise to provide the exact number of customers for each period
presented. We refer to
your response to comment 9 in your March 23, 2021 letter.
Dale Bowen
FirstName
Instructure LastNameDale
Holdings, Inc. Bowen
Comapany 7,
November NameInstructure
2022 Holdings, Inc.
November
Page 2 7, 2022 Page 2
FirstName LastName
Results of Operations, page 54
2. Please provide us a breakdown and explanation of the various expenses
that comprise
"total restructuring, transaction and sponsor related costs" for each
period provided,
including the nine months ended September 30, 2022. Also, describe to
us the various
restructuring plans you are currently undertaking and revise as
necessary to provide
disclosures related to your restructuring activities pursuant to ASC
420-10-50-1.
3. You state that the increase in revenue for fiscal 2021 compared to the
successor and
predecessor periods in 2020 was due to an increase in new customers,
contributions from
acquisitions and net revenue retention from existing customers.
Similarly, in the
September 30, 2022 Form 10-Q you attribute the increase in revenue to
new and existing
customers. Where a material changes from period-to-period is due to
two or more factors,
including any offsetting factors, describe the underlying reasons for
these material
changes in both quantitative and qualitative terms. Please revise.
Refer to Item 303(b) of
Regulation S-K and also to comment 12 in your March 23, 2021 response
letter.
Form 10-Q for the Quarter Ended September 30, 2022
Notes to Unaudited Condensed Consolidated Financial Statements
Note 15. Commitments and Contingencies
Litigation, page 23
4. We note your disclosures regarding the class action lawsuit related to
the Take-Private-
Transaction. Please revise to clarify whether you believe there is at
least a reasonable
possibility that a loss may have been incurred and if so, disclose an
estimate of such loss
or range of loss or state that such estimate of possible losses cannot
be made. Refer to
ASC 450-20-50-3.
Form 8-K furnished on November 1, 2022
General
5. We note your reference to adjusted unlevered free cash flow for the
twelve months ended
September 30, 2022 in the financial highlight bullet points. Please
revise to provide a
reconciliation of this measure for each period presented. Refer to
Item 10(e)(1)(i)(B) of
Regulation S-K.
6. We note that your measure of non-GAAP net income does not appear
include the tax
impact of your non-GAAP adjustments. Please revise to include a
separate income tax
adjustment commensurate with your non-GAAP measure of profit. Refer to
Non-
GAAP C&DI Question 102.11.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Dale Bowen
Instructure Holdings, Inc.
November 7, 2022
Page 3
You may contact Brittany Ebbertt, Senior Staff Accountant, at
202-551-3572 or
Kathleen Collins, Accounting Branch Chief, at 202-551-3499 with any questions.
Sincerely,
FirstName LastNameDale Bowen
Division of
Corporation Finance
Comapany NameInstructure Holdings, Inc.
Office of Technology
November 7, 2022 Page 3
cc: Matt Kaminer
FirstName LastName