United States securities and exchange commission logo
December 6, 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
File No. 001-40647
Dear Dale Bowen:
We have reviewed your November 18, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
November 7, 2022 letter.
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. We note your response
to prior comment 1. Given that you consider the number of
customers to be a key
performance indicator in managing your business, it remains
unclear why an exact
customer count with an explanation of the factors impacting such
measure would not be
relevant to investors. Please revise and ensure that you include a
discussion of any
significant fluctuations in this metric from period to period.
Dale Bowen
Instructure Holdings, Inc.
December 6, 2022
Page 2
Results of Operations, page 54
2. We note your response to prior comment 2. Please revise your non-GAAP
reconciliations
to separately present transaction expenses, impairment charges and other
non-recurring
costs. To the extent the impairment charges relate to various asset
groups (e.g. goodwill,
held-for-sale, leases, etc.), include a breakdown of such charges in a
footnote to the non-
GAAP reconciliation. Also, provide us with a breakdown of other
non-recurring costs
and, to the extent material, include such information in a footnote to
the reconciliation.
3. We note from your proposed disclosures in response to prior comment 3
you intend to
disclose that the increase in revenue is due to expanded use of your
solutions. However, it
remains unclear whether such usage is from new or existing customers or
from recent
acquisitions. Considering your key metrics relate to the growth of your
total customer
base and retention and expansion of your existing customer base, please
revise to include
either the dollar amount or percentage change in revenue attributable to
both new and
existing customers to add further context to the impact of the key
performance
indicators used in managing your business. Also, to the extent that any
acquisition during
the period materially impacted revenue, revise to include a quantified
discussion of such
impact.
Form 10-Q for the Quarter Ended September 30, 2022
Notes to Unaudited Condensed Consolidated Financial Statements
Note 15. Commitments and Contingencies, page 23
4. We note your reference to "losses that could potentially result from
this lawsuit" in
your response to prior comment 4. Please revise your proposed
disclosures to more
clearly state, if true, that it is reasonably possible that a loss in
excess of amounts accrued
may be incurred but that the amount of such loss or range of loss cannot
be reasonably
estimated.
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
December 6, 2022 Page 2
cc: Matt Kaminer
FirstName LastName