Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
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 | 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 $0.01 per share | |
Trading Symbol | INST | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 143,990,731 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and equivalents | $ 126,003 | $ 185,954 |
Accounts receivable net | 208,366 | 71,428 |
Prepaid expenses | 31,781 | 11,120 |
Deferred commissions | 14,590 | 13,390 |
Other current assets | 3,502 | 3,144 |
Total current assets | 384,242 | 285,036 |
Property and equipment, net | 12,836 | 12,380 |
Right-of-use assets | 11,272 | 13,575 |
Goodwill | 1,266,402 | 1,266,402 |
Intangible assets, net | 471,186 | 542,679 |
Noncurrent prepaid expenses | 6,413 | 871 |
Deferred commissions, net of current portion | 15,759 | 18,781 |
Deferred tax assets | 8,126 | 8,143 |
Other assets | 5,152 | 5,622 |
Total assets | 2,181,388 | 2,153,489 |
Current liabilities: | ||
Accounts payable | 13,465 | 18,792 |
Accrued liabilities | 32,020 | 28,483 |
Lease liabilities | 7,167 | 7,205 |
Long-term debt, current | 4,013 | 4,013 |
Deferred revenue | 317,439 | 275,564 |
Total current liabilities | 374,104 | 334,057 |
Long-term debt, net of current portion | 484,382 | 486,471 |
Deferred revenue, net of current portion | 13,299 | 13,816 |
Lease liabilities, net of current portion | 12,897 | 16,610 |
Deferred tax liabilities | 20,279 | 24,702 |
Other long-term liabilities | 1,310 | 1,706 |
Total liabilities | 906,271 | 877,362 |
Stockholders’ equity: | ||
Common stock, par value $0.01 per share; 500,000 shares authorized as of June 30, 2023 (unaudited) and December 31, 2022; 143,991 and 142,917 shares issued and outstanding as of June 30, 2023 (unaudited) and December 31, 2022, respectively. | 1,440 | 1,429 |
Additional paid-in capital | 1,597,409 | 1,575,600 |
Accumulated deficit | (323,732) | (300,902) |
Total stockholders’ equity | 1,275,117 | 1,276,127 |
Total liabilities and stockholders’ equity | $ 2,181,388 | $ 2,153,489 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 143,991,000 | 142,917,000 |
Common stock, shares, outstanding | 143,991,000 | 142,917,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 131,070 | $ 114,577 | $ 259,913 | $ 228,039 |
Cost of revenue: | ||||
Total cost of revenue | 45,289 | 42,398 | 91,121 | 83,409 |
Gross profit | 85,781 | 72,179 | 168,792 | 144,630 |
Operating expenses: | ||||
Sales and marketing | 52,159 | 45,885 | 103,009 | 89,206 |
Research and development | 21,482 | 18,669 | 45,184 | 35,870 |
General and administrative | 14,218 | 14,253 | 28,591 | 29,869 |
Total operating expenses | 87,859 | 78,807 | 176,784 | 154,945 |
Loss from operations | (2,078) | (6,628) | (7,992) | (10,315) |
Other income (expense): | ||||
Interest income | 320 | 27 | 1,661 | 63 |
Interest expense | (10,289) | (4,611) | (19,774) | (9,164) |
Other income (expense) | 402 | (3,417) | 478 | (3,111) |
Total other income (expense), net | (9,567) | (8,001) | (17,635) | (12,212) |
Loss before income taxes | (11,645) | (14,629) | (25,627) | (22,527) |
Income tax benefit | 672 | 1,710 | 2,797 | 4,063 |
Net loss and comprehensive loss | $ (10,973) | $ (12,919) | $ (22,830) | $ (18,464) |
Net loss per common share, basic | $ (0.08) | $ (0.09) | $ (0.16) | $ (0.13) |
Net loss per common share, diluted | $ (0.08) | $ (0.09) | $ (0.16) | $ (0.13) |
Weighted-average common shares outstanding--basic | 143,647 | 141,534 | 143,381 | 141,244 |
Weighted-average common shares outstanding--diluted | 143,647 | 141,534 | 143,381 | 141,244 |
Subscription and Support | ||||
Revenue: | ||||
Total revenue | $ 118,569 | $ 102,905 | $ 237,049 | $ 206,397 |
Cost of revenue: | ||||
Total cost of revenue | 38,377 | 35,868 | 77,187 | 71,414 |
Professional Services and Other | ||||
Revenue: | ||||
Total revenue | 12,501 | 11,672 | 22,864 | 21,642 |
Cost of revenue: | ||||
Total cost of revenue | $ 6,912 | $ 6,530 | $ 13,934 | $ 11,995 |
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, 2021 | $ 1,274,385 | $ 1,407 | $ 1,539,638 | $ (266,660) |
Balance, shares at Dec. 31, 2021 | 140,741 | |||
Vesting of restricted stock units, net | $ 10 | (10) | ||
Vesting of restricted stock units, shares | 1,014 | |||
Purchase of ESPP shares | 4,076 | $ 3 | 4,073 | |
Purchase of ESPP shares, Shares | 240 | |||
Shares withheld for tax withholding on vesting of restricted stock units | (1,688) | $ (1) | (1,687) | |
Shares withheld for tax withholding on vesting of restricted stock units, shares | 81 | |||
Stock-based compensation | 16,179 | 16,179 | ||
Net Income (Loss) | (18,464) | (18,464) | ||
Balance at Jun. 30, 2022 | 1,274,488 | $ 1,419 | 1,558,193 | (285,124) |
Balance, shares at Jun. 30, 2022 | 141,914 | |||
Balance at Mar. 31, 2022 | 1,279,526 | $ 1,413 | 1,550,318 | (272,205) |
Balance, shares at Mar. 31, 2022 | 141,347 | |||
Vesting of restricted stock units, net | $ 6 | (6) | ||
Vesting of restricted stock units, shares | 589 | |||
Shares withheld for tax withholding on vesting of restricted stock units | (425) | (425) | ||
Shares withheld for tax withholding on vesting of restricted stock units, shares | (22) | |||
Stock-based compensation | 8,306 | 8,306 | ||
Net Income (Loss) | (12,919) | (12,919) | ||
Balance at Jun. 30, 2022 | 1,274,488 | $ 1,419 | 1,558,193 | (285,124) |
Balance, shares at Jun. 30, 2022 | 141,914 | |||
Balance at Dec. 31, 2022 | 1,276,127 | $ 1,429 | 1,575,600 | (300,902) |
Balance, shares at Dec. 31, 2022 | 142,917 | |||
Vesting of restricted stock units, net | $ 11 | (11) | ||
Vesting of restricted stock units, shares | 1,021 | |||
Purchase of ESPP shares | 3,295 | $ 2 | 3,293 | |
Purchase of ESPP shares, Shares | 173 | |||
Shares withheld for tax withholding on vesting of restricted stock units | (2,986) | $ (2) | (2,984) | |
Shares withheld for tax withholding on vesting of restricted stock units, shares | (120) | |||
Stock-based compensation | 21,511 | 21,511 | ||
Net Income (Loss) | (22,830) | (22,830) | ||
Balance at Jun. 30, 2023 | 1,275,117 | $ 1,440 | 1,597,409 | (323,732) |
Balance, shares at Jun. 30, 2023 | 143,991 | |||
Balance at Mar. 31, 2023 | 1,275,979 | $ 1,435 | 1,587,303 | (312,759) |
Balance, shares at Mar. 31, 2023 | 143,479 | |||
Vesting of restricted stock units, net | $ 6 | (6) | ||
Vesting of restricted stock units, shares | 581 | |||
Shares withheld for tax withholding on vesting of restricted stock units | (1,707) | $ (1) | (1,706) | |
Shares withheld for tax withholding on vesting of restricted stock units, shares | (69) | |||
Stock-based compensation | 11,818 | 11,818 | ||
Net Income (Loss) | (10,973) | (10,973) | ||
Balance at Jun. 30, 2023 | $ 1,275,117 | $ 1,440 | $ 1,597,409 | $ (323,732) |
Balance, shares at Jun. 30, 2023 | 143,991 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (22,830) | $ (18,464) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation of property and equipment | 2,295 | 2,057 |
Amortization of intangible assets | 71,493 | 67,934 |
Amortization of deferred financing costs | 589 | 587 |
Stock-based compensation | 21,311 | 15,971 |
Deferred income taxes | (4,406) | (5,422) |
Other | 184 | 2,599 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (137,334) | (115,316) |
Prepaid expenses and other assets | (26,680) | (21,176) |
Deferred commissions | 1,822 | 196 |
Right-of-use assets | 2,303 | 2,410 |
Accounts payable and accrued liabilities | (1,718) | (9,131) |
Deferred revenue | 41,358 | 25,080 |
Lease liabilities | (3,751) | (3,487) |
Other liabilities | (396) | (1,378) |
Net cash used in operating activities | (55,760) | (57,540) |
Investing activities: | ||
Purchases of property and equipment | (2,900) | (3,415) |
Proceeds from sale of property and equipment | 35 | 36 |
Business acquisitions, net of cash received | 0 | (19,484) |
Net cash used in investing activities | (2,865) | (22,863) |
Financing activities: | ||
Proceeds from issuance of common stock from employee equity plans | 3,295 | 4,076 |
Shares repurchased for tax withholdings on vesting of restricted stock units | (2,988) | (1,688) |
Payments for financing costs | (84) | 0 |
Repayments on long-term debt | (2,500) | (1,250) |
Net cash provided by (used in) financing activities | (2,277) | 1,138 |
Foreign currency impacts on cash, cash equivalents, and restricted cash | 457 | (2,291) |
Net decrease in cash, cash equivalents, and restricted cash | (60,445) | (81,556) |
Cash, cash equivalents, and restricted cash, beginning of period | 190,266 | 169,152 |
Cash, cash equivalents, and restricted cash, end of period | 129,821 | 87,596 |
Supplemental cash flow disclosure: | ||
Cash paid for taxes | 1,819 | 2,775 |
Interest paid | 17,674 | 5,766 |
Non-cash investing and financing activities: | ||
Capital expenditures incurred but not yet paid | 138 | 189 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash and equivalents | 126,003 | 83,234 |
Restricted Cash | 3,818 | 4,362 |
Total cash, cash equivalents, and restricted cash | $ 129,821 | $ 87,596 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (10,973) | $ (12,919) | $ (22,830) | $ (18,464) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
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 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,” “Instructure,” “we,” “our,” or “us”). Instructure is an education technology company dedicated to elevating student access, amplifying the power of teaching, and inspiring everyone to learn together. Instructure's learning platform delivers a next-generation learning management system (“LMS”), robust assessments for learning, actionable analytics, and engaging, dynamic content. Instructure offers its learning platform through a Software-as-a-Service, or SaaS, business model. Instructure, Inc. was incorporated in the state of Delaware in September 2008. We are headquartered in Salt Lake City, Utah, and have wholly-owned subsidiaries in the United Kingdom, Australia, the Netherlands, Hong Kong, Sweden, Brazil, Mexico, Hungary, and Singapore. Basis of Presentation The 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 consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2022, 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, 2023. 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 for the year ended December 31, 2022, filed with the SEC on February 17, 2023 (the "2022 10-K"). 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, acquisition related estimates, our assessment for impairment of goodwill, intangible assets, and other long-lived assets, the standalone selling price of performance obligations, timing of professional services revenue recognition, 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 in the condensed consolidated financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies A summary of the Company’s significant accounting policies is discussed in “Note 1 – Description of Business and Summary of Significant Accounting Policies” of the 2022 10-K. There have been no significant changes to these policies during the unaudited six months ended June 30, 2023. Recent Accounting Pronouncements Adopted accounting pronouncements Effective January 1, 2022, the Company adopted Accounting Standards Update (“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 is 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 ASU 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 ASU did not have a material impact on our condensed consolidated financial statements and related notes. For additional information related to this ASU, see Note 7. “Credit Facility” in the notes to these condensed consolidated financial statements. 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 Revenue from Contracts with Customers (Topic 606). The adoption of this ASU 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 | 6 Months Ended |
Jun. 30, 2023 | |
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 ended Six months ended 2023 2022 2023 2022 (unaudited) Numerator: Net loss $ ( 10,973 ) $ ( 12,919 ) $ ( 22,830 ) $ ( 18,464 ) Denominator: Weighted-average common shares outstanding—basic 143,647 141,534 143,381 141,244 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 143,647 141,534 143,381 141,244 Net loss per common share, basic and diluted $ ( 0.08 ) $ ( 0.09 ) $ ( 0.16 ) $ ( 0.13 ) For the unaudited three and six months ended June 30, 2023, we incurred net losses and, therefore, the effect of our restricted stock units (“RSUs”) and of shares issuable under the 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 and six months ended June 30, 2022 . T he following table contains share totals with a potentially dilutive impact (in thousands): Three months ended Six months ended 2023 2022 2023 2022 (unaudited) Restricted stock units 5,788 5,722 5,788 5,722 Shares issuable under employee stock purchase plan 98 126 98 126 Total 5,886 5,848 5,886 5,848 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 5. Acquisitions 2022 Acquisitions On April 13, 2022, we acquired all outstanding shares of Concentric Sky, Inc. (“Concentric Sky” which was rebranded to “Canvas Credentials” subsequent to acquisition) for the purpose of our continued commitment to building the education industry’s most integrated teaching and learning platform to support lifelong learning. $ 0.5 million of the purchase price was held back for a period of 90 days following the acquisition for working capital adjustments. The amount held back had been paid in full as of December 31, 2022. 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 final allocation of the purchase price was as follows (in thousands): Consideration transferred Cash paid $ 20,814 Holdback amount 500 Total purchase consideration $ 21,314 Identifiable assets acquired Cash $ 1,330 Accounts receivable 1,018 Prepaid expenses and other assets 109 Intangible assets: developed technology 3,900 Intangible assets: customer relationships 9,100 Total assets acquired $ 15,457 Liabilities assumed Accounts payable and accrued liabilities $ 1,335 Deferred revenue 2,566 Total liabilities assumed $ 3,901 Goodwill 9,758 Total purchase consideration $ 21,314 On December 15, 2022, we acquired all outstanding shares of LearnPlatform, Inc. ("LearnPlatform") to accelerate the impact of the Instructure learning platform for schools, universities, and shared partner providers by adding evidence-based insight into inventory, compliance, procurement, and usage. $ 0.2 million of the purchase price was held back for a period of 90 days following the acquisition for working capital adjustments. The amount held back had been paid in full as of March 31, 2023. 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. We recorded a provisional net deferred tax liability of $ 3.4 million in purchase accounting due to the step up in book basis of intangible assets as a result of the stock acquisition. We expect the net deferred tax liability to decrease as book amortization expense is recognized on the acquisition-related intangible assets. The net deferred tax liability will remain provisional until the tax returns have been reconciled against existing evidence used to support the net deferred tax liability at the time purchase accounting was recorded. The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the LearnPlatform acquisition (in thousands): Consideration transferred Cash paid $ 93,825 Holdback amount 150 Total purchase consideration $ 93,975 Identifiable assets acquired Cash $ 4,297 Accounts receivable 1,306 Prepaid expenses and other assets 373 Right-of-use asset 288 Intangible assets: developed technology 7,600 Intangible assets: customer relationships 28,700 Intangible assets: trade names and trademarks 300 Intangible assets: non-compete agreements 50 Total assets acquired $ 42,914 Liabilities assumed Accounts payable and accrued liabilities $ 767 Deferred revenue 6,900 Lease liabilities 288 Deferred tax liabilities 3,407 Total liabilities assumed $ 11,362 Goodwill 62,423 Total purchase consideration $ 93,975 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, of which $ 16.7 million is expected to be deductible for tax purposes, comprised of $ 9.7 million from the Canvas Credentials acquisition and $ 7.0 million from the Elevate Data Sync acquisition, which was completed in the fourth quarter of the year ended December 31, 2021 . The goodwill generated from all 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 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 useful life of seven years . The trade names acquired are amortized over the estimated useful life of one to ten years . Amortization of customer relationships and trade names is included in sales and marketing expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Non-compete agreements are amortized over an estimated useful life of three years and amortization is included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following (in thousands): June 30, December 31, 2023 2022 (unaudited) Computer and office equipment $ 5,760 $ 5,528 Capitalized software development costs 10,804 8,585 Furniture and fixtures 1,420 1,589 Leasehold improvements and other 6,283 6,970 Total property and equipment 24,267 22,672 Less accumulated depreciation and amortization ( 11,431 ) ( 10,292 ) Total $ 12,836 $ 12,380 Accumulated amortization for capitalized software development costs was $ 3.5 million and $ 2.4 million at June 30, 2023 (unaudited) and December 31, 2022, respectively. Amortization expense for capitalized software development costs for the unaudited three and six months ended June 30, 2023 was $ 0.6 million and $ 1.1 million, respectively, and $ 0.3 million and $ 0.6 million for the unaudited three and six months ended June 30, 2022 , 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 | 6 Months Ended |
Jun. 30, 2023 | |
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, 2022 $ 1,266,402 Additions — Balance as of June 30, 2023 (unaudited) $ 1,266,402 Intangible assets consisted of the following (in thousands): Weighted-Average Remaining June 30, 2023 December 31, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (unaudited) Software 0 Months $ 21 $ ( 21 ) $ — $ 21 $ ( 20 ) $ 1 Trade names 80 Months 126,100 ( 42,642 ) 83,458 126,100 ( 35,936 ) 90,164 Developed technology 25 Months 325,300 ( 200,133 ) 125,167 325,300 ( 167,600 ) 157,700 Customer relationships 51 Months 451,400 ( 188,880 ) 262,520 451,400 ( 156,635 ) 294,765 Non-compete agreements 30 Months 50 ( 9 ) 41 50 ( 1 ) 49 Total $ 902,871 $ ( 431,685 ) $ 471,186 $ 902,871 $ ( 360,192 ) $ 542,679 Amortization expense for intangible assets was $ 35.7 million and $ 71.5 million for the unaudited three and six months ended June 30, 2023, respectively, and $ 34.2 million and $ 67.9 million for the unaudited three and six months ended June 30, 2022, respectively. Based on the recorded intangible assets at June 30, 2023 (unaudited), estimated amortization expense is expected to be as follows (in thousands): Amortization Expense Years Ending December 31, (unaudited) Remainder of 2023 $ 71,475 2024 142,442 2025 99,729 2026 79,625 2027 40,682 2028 and thereafter 37,233 Total $ 471,186 |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2023 | |
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. 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, to (1) refinance, in full, all existing indebtedness under the Credit Agreement (the “Refinancing”), (2) pay certain fees and expenses incurred in connection with the entry into the 2021 Credit Agreement and the Refinancing, and (3) 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 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 June 30, 2023 (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 were 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. On June 21, 2023, we entered into the first amendment to the 2021 Credit Agreement (the “Amended 2021 Credit Agreement”) whereby all borrowings denominated in U.S. Dollars and that incur interest or fees using the Eurocurrency Rate, which are determined by reference to the London Interbank Offered Rate (“LIBOR”), have been replaced with the Secured Overnight Financing Rate (“SOFR”). For SOFR loans, the loans denominated in Dollars now bear interest at the Adjusted Term SOFR Rate, which is equal to the Term SOFR Reference Rate, as published by the CME Term SOFR Administrator, plus the Term SOFR Adjustment as dictated by the interest rate period elected by the Company. The Term SOFR Adjustment ranges from 0.11448 % to 0.42826 % per annum. The Applicable Rate (x) for the Initial Term Loans remains at 2.75 % per annum for SOFR loans and (y) for the Revolving Credit Facility remains at 2.50 % per annum with applicable step downs. The transition from LIBOR to SOFR became effective on July 5, 2023. All other terms and conditions in place under the 2021 Credit Agreement on the effective date of the Amended 2021 Credit Agreement remained unchanged and in full effect. The Amended 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 a Consolidated Net Leverage Ratio of not more than 7.75 to 1.00 . As of June 30, 2023 (unaudited), there was no amount outstanding under the Senior Revolver. The Company had $ 125.0 million of availability under the Senior Revolver as of June 30, 2023 (unaudited). 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 $ 0.3 million and $ 0.5 million of amortization of debt discount costs for the unaudited three and six months ended June 30, 2023, respectively, and $ 0.3 million and $ 0.5 million for the unaudited three and six months ended June 30, 2022, respectively, which is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. At June 30, 2023 (unaudited) and December 31, 2022 the Company had an aggregate principal amount outstanding of $ 493.8 million and $ 496.3 million, respectively, under the Senior Term Loan, bearing interest at 7.85 % and 6.12 % , respectively. The Company had $ 5.4 million and $ 5.8 million of unamortized debt discount costs at June 30, 2023 (unaudited) and December 31, 2022, respectively, which is recorded as a reduction of the debt balance on the Company’s condensed consolidated balance sheets. 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 $ 0.1 million of amortization of debt issuance costs for the unaudited three and six months ended June 30, 2023, respectively, and $ 47.0 thousand and $ 0.1 million for the unaudited three and six months ended June 30, 2022, respectively, which is recorded as interest expense in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company had $ 0.6 million and $ 0.7 million of unamortized debt issuance costs at June 30, 2023 (unaudited) and December 31, 2022, respectively, which are 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 June 30, 2023 (unaudited), the Company was in compliance with all applicable covenants pertaining to the Senior Secured Credit Facilities. The maturities of outstanding debt, as of June 30, 2023 (unaudited), are as follows (in thousands): Amount Years Ending December 31, (unaudited) Remainder of 2023 $ 2,500 2024 5,000 2025 5,000 2026 5,000 2027 5,000 Thereafter 471,250 Total $ 493,750 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
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 have generated revenues from our Education customer base. 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. The following table presents the Company’s disaggregated revenues by geographic region, based on the physical location of the customer (in thousands) : Three months ended Six months ended 2023 2022 2023 2022 (unaudited) United States $ 104,350 $ 90,957 $ 206,944 $ 181,064 Foreign 26,720 23,620 52,969 46,975 Total revenue $ 131,070 $ 114,577 $ 259,913 $ 228,039 Percentage of revenue generated outside of the United States 20 % 21 % 20 % 21 % Deferred Revenue and Performance Obligations During the unaudited three and six months ended June 30, 2023, 88 % and 85 % of revenue recognized was included in our deferred revenue balance at March 31, 2023 (unaudited), and December 31, 2022, respectively. During the unaudited three and six months ended June 30, 2022, 89 % and 84 % , respectively, of revenue recognized was included in our deferred revenue balance at March 31, 2022 (unaudited), and December 31, 2021, respectively. Transaction Price Allocated to the Remaining Performance Obligations As of June 30, 2023 (unaudited), approximately $ 853.6 million of revenue is expected to be recognized from remaining performance obligations. We expect to recognize revenue on approximately 73 % 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 June 30, 2023 (unaudited) and December 31, 2022 there were no customers with outstanding net accounts receivable balances as a percentage of total outstanding net accounts receivable greater than 10 %. Our provisions for credit loss balances at June 30, 2023 (unaudited) and December 31, 2022 were $ 1.7 million and $ 1.5 million, respectively. |
Deferred Commissions
Deferred Commissions | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 30.3 million and $ 32.2 million as of June 30, 2023 (unaudited) and December 31, 2022, respectively. Amortization expense for deferred commissions was $ 5.3 million and $ 10.1 million for the unaudited three and six months ended June 30, 2023, respectively, and $ 3.8 million and $ 7.2 million for the unaudited three and six months ended June 30, 2022 , respectively. There was no impairment of deferred commissions during these periods. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation As of June 30, 2023 (unaudited) and December 31, 2022 , there were 500,000,000 shares of common stock authorized. As of June 30, 2023 (unaudited) and December 31, 2022, there were 143,990,73 1 and 142,917,080 shares of common stock issued and outstanding, respectively. Employee Equity Plans In April 2020, as part of the Take-Private Transaction, the board of managers of TopCo 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 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 under the 2020 Plan 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 under the 2020 Plan 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 and 5,716,683 shares in January 2023. As of June 30, 2023, we had 19,915,235 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 begins on or about March 1 and September 1 and is 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 and 1,429,171 shares in January 2023. As of June 30, 2023 (unaudited), 4,145,940 shares of common stock were available for purchase under the 2021 ESPP. During the unaudited three months ended June 30, 2023, we granted 20,718 RSUs 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 value of the RSUs granted during the unaudited three months ended June 30, 2023 was $ 26.24 , which represents the closing stock price for the underlying common stock on the grant date, with an aggregate fair value of $ 0.5 million. The following two tables present 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 ended Six months ended 2023 2022 2023 2022 (unaudited) Options $ — $ 2 $ — $ 21 Restricted stock units 11,478 8,848 21,077 17,711 Shares issuable under employee stock purchase plan 378 537 789 1,131 Total stock-based compensation $ 11,856 $ 9,387 $ 21,866 $ 18,863 Three months ended Six months ended 2023 2022 2023 2022 (unaudited) Subscription and support cost of revenue $ 474 $ 325 $ 853 $ 607 Professional services and other cost of revenue 622 465 1,036 841 Sales and marketing 3,469 2,772 5,997 5,349 Research and development 3,480 2,686 6,654 5,226 General and administrative 3,811 3,139 7,326 6,840 Total stock-based compensation $ 11,856 $ 9,387 $ 21,866 $ 18,863 In connection with the Take-Private Transaction on March 24, 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 canceled 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 vests and is payable at the same time such equity awards would have vested pursuant to their original terms prior to the replacement. During the unaudited three and six months ended June 30, 2023 the Company recognized $ 0.2 million and $ 0.6 million of stock-based compensation expense associated with Cash Replacement Awards, respectively, and $ 1.2 million and $ 2.9 million for the unaudited three and six months ended June 30, 2022, respectively. Restricted Stock Units The following table summarizes the activity of RSUs for the unaudited six months ended June 30, 2023 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2022 3,437 $ 21.60 Granted 2,560 25.11 Vested ( 508 ) 22.16 Forfeited or canceled ( 509 ) 21.11 Unvested and outstanding at June 30, 2023 4,980 $ 23.30 As of June 30, 2023 (unaudited) and December 31, 2022, total unrecognized compensation cost related to unvested RSUs amounted to $ 106.2 million and $ 68.3 million, respectively, which is expected to be recognized over a weighted average period of 3.2 years and 3.1 years, respectively. The following table summarizes the activity of the incentive units granted under the 2020 Plan, subsequent to their conversion into RSUs under the 2021 Plan, for the unaudite d six months ended June 30, 2023 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2022 1,409 $ 10.72 Vested ( 512 ) 11.58 Forfeited or canceled ( 89 ) 11.08 Unvested and outstanding at June 30, 2023 808 $ 10.74 There were no incentive units granted subsequent to December 31, 2021. As of June 30, 2023 (unaudited) and December 31, 2022, we had $ 7.8 million and $ 14.2 million, respectively, 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 0.8 and 1.3 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 June 30, 2023 and 2022 (unaudited): Three months ended 2023 2022 Dividend yield None None Volatility 25 % 41 % Risk-free interest rate 5.2 0.06 Expected life (years) 0.5 0.5 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |
Fair Value of Financial Instruments | 12. Fair Value of Financial Instruments The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. There were no transfers between Level 1 and Level 2 of the fair value measurement hierarchy during the period ended June 30, 2023 (unaudited) and December 31, 2022 . Assets measured at fair value on a recurring basis as of June 30, 2023 (unaudited) were as follows (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,308 $ — $ — $ 3,308 Total assets $ 3,308 $ — $ — $ 3,308 Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,383 $ — $ — $ 3,383 Total assets $ 3,383 $ — $ — $ 3,383 Instruments Not Recorded at Fair Value on a Recurring Basis. We estimate the fair value of our Senior Term Loan carried at face value, less unamortized discount costs, quarterly for disclosure purposes. The estimated fair value of our Senior Term Loan is determined by Level 2 inputs, observable market-based inputs or unobservable inputs that are corroborated by market data. As of June 30, 2023 (unaudited), the fair value of our Senior Term Loan was $ 488.4 million. The carrying amounts of our cash, prepaid expenses, other current assets, and accrued liabilities approximate their current fair value because of their nature and relatively short maturity dates or durations. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 13. Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from one to six 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. As of June 30, 2023 , the first sublease had expired, and the second, third, and fourth sublease terms had 66 months , 31 months , and 10 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 ended Six months ended 2023 2022 2023 2022 (unaudited) Operating lease cost, gross $ 1,511 $ 1,588 $ 3,297 $ 3,384 Variable lease cost, gross (1) 656 591 1,366 1,127 Sublease income ( 287 ) ( 287 ) ( 574 ) ( 541 ) Total lease costs (2) $ 1,880 $ 1,892 $ 4,089 $ 3,970 (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 and six months ended June 30, 2023 and 2022 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 unaudited three and six months ended June 30, 2023 were $ 2.2 million and $ 4.4 million, respectively, and $ 2.0 million and $ 4.2 million for the unaudited three and six months ended June 30, 2022, respectively, and were included in net cash used in operating activities in the condensed consolidated statements of cash flows. As of June 30, 2023 (unaudited), the maturities of the Company’s operating lease liabilities were as follows (in thousands): Remainder of 2023 $ 4,222 2024 8,478 2025 4,346 2026 2,772 2027 1,996 2028 and thereafter 1,097 Total lease payments 22,911 Less: Imputed interest ( 2,847 ) Lease liabilities 20,064 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 414 ) Lease liabilities, net $ 19,650 As of June 30, 2023 (unaudited) and December 31, 2022, the weighted average remaining lease term was 3.3 and 3.6 years, respectively, and the weighted average discount rate used to determine operating lease liabilities was 8.21 % and 8.20 % as of June 30, 2023 (unaudited) and December 31, 2022 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Non-cancelable purchase obligations As of June 30, 2023 (unaudited), our outstanding non-cancelable purchase obligations with a term of 12 months or longer related to cloud infrastructure and business analytic services in the ordinary course of business totaled $ 2.2 million for fiscal year 2023, $ 48.4 million for fiscal year 2024, and $ 48.0 million for fiscal year 2025. During the unaudited three months ended June 30, 2023, we recognized $ 10.8 million in subscription and support cost of revenue, $ 0.4 million in research and development, and $ 0.1 million in professional services and other cost of revenue in our condensed consolidated statements of operations and comprehensive loss related to our non-cancelable purchase obligations, and during the unaudited six months ended June 30, 2023 we recognized $ 23.0 million in subscription and support cost of revenue, $ 1.0 million in research and development, and $ 0.4 million in professional services and other cost of revenue in our condensed consolidated statements of operations and comprehensive loss related to our non-cancelable purchase obligations. Letters of Credit As of June 30, 2023 (unaudited) and December 31, 2022, we had a total of $ 3.8 million and $ 4.3 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 condensed consolidated financial statements. If only a range of estimated losses can be determined, we accrue an amount within the range that, in our judgment, reflects the most likely outcome; if none of the estimates within that range is a better estimate than any other amount, we accrue the low end of the range. Although the results of litigation and claims are inherently unpredictable and uncertain, management does not believe that the outcome of our various legal proceedings, if determined adversely to us, singly or in the aggregate, would have a material impact on our financial position, results of operations, or liquidity. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related - Party Transactions | 15. 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 and six months ended June 30, 2023 the Company incurred $ 0.2 million and $ 0.4 million of costs related to these services, respectively, and $ 0.1 million and $ 0.3 million for the unaudited three and six months ended June 30, 2022, respectively. 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 Strategy Officer, was an employee of the Company prior to June, 30, 2023. Mr. Benson has served as an Officer of the Company since August 2019. His spouse, Ms. Tara Gunther, had been an employee of the Company since 2014. Her 2022 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 six months ended June 30, 2023 (unaudited), Ms. Gunther's base salary was $ 0.2 millio n. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 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,” “Instructure,” “we,” “our,” or “us”). Instructure is an education technology company dedicated to elevating student access, amplifying the power of teaching, and inspiring everyone to learn together. Instructure's learning platform delivers a next-generation learning management system (“LMS”), robust assessments for learning, actionable analytics, and engaging, dynamic content. Instructure offers its learning platform through a Software-as-a-Service, or SaaS, business model. 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 consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2022, 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, 2023. 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 for the year ended December 31, 2022, filed with the SEC on February 17, 2023 (the "2022 10-K"). |
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, acquisition related estimates, our assessment for impairment of goodwill, intangible assets, and other long-lived assets, the standalone selling price of performance obligations, timing of professional services revenue recognition, 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 in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted accounting pronouncements Effective January 1, 2022, the Company adopted Accounting Standards Update (“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 is 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 ASU 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 ASU did not have a material impact on our condensed consolidated financial statements and related notes. For additional information related to this ASU, see Note 7. “Credit Facility” in the notes to these condensed consolidated financial statements. 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 Revenue from Contracts with Customers (Topic 606). The adoption of this ASU 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) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of the Denominator Used in the Calculation of Basic and Diluted 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 ended Six months ended 2023 2022 2023 2022 (unaudited) Numerator: Net loss $ ( 10,973 ) $ ( 12,919 ) $ ( 22,830 ) $ ( 18,464 ) Denominator: Weighted-average common shares outstanding—basic 143,647 141,534 143,381 141,244 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 143,647 141,534 143,381 141,244 Net loss per common share, basic and diluted $ ( 0.08 ) $ ( 0.09 ) $ ( 0.16 ) $ ( 0.13 ) |
Summary of Shares Excluded from Calculation of Diluted Loss Per Share with a Potential Dilutive Impact | T he following table contains share totals with a potentially dilutive impact (in thousands): Three months ended Six months ended 2023 2022 2023 2022 (unaudited) Restricted stock units 5,788 5,722 5,788 5,722 Shares issuable under employee stock purchase plan 98 126 98 126 Total 5,886 5,848 5,886 5,848 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Concentric Sky, Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The final allocation of the purchase price was as follows (in thousands): Consideration transferred Cash paid $ 20,814 Holdback amount 500 Total purchase consideration $ 21,314 Identifiable assets acquired Cash $ 1,330 Accounts receivable 1,018 Prepaid expenses and other assets 109 Intangible assets: developed technology 3,900 Intangible assets: customer relationships 9,100 Total assets acquired $ 15,457 Liabilities assumed Accounts payable and accrued liabilities $ 1,335 Deferred revenue 2,566 Total liabilities assumed $ 3,901 Goodwill 9,758 Total purchase consideration $ 21,314 |
LearnPlatform, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Final Allocation of the Purchase Price | The following table summarizes the preliminary estimated fair values of the consideration transferred, assets acquired and liabilities assumed as of the date of the LearnPlatform acquisition (in thousands): Consideration transferred Cash paid $ 93,825 Holdback amount 150 Total purchase consideration $ 93,975 Identifiable assets acquired Cash $ 4,297 Accounts receivable 1,306 Prepaid expenses and other assets 373 Right-of-use asset 288 Intangible assets: developed technology 7,600 Intangible assets: customer relationships 28,700 Intangible assets: trade names and trademarks 300 Intangible assets: non-compete agreements 50 Total assets acquired $ 42,914 Liabilities assumed Accounts payable and accrued liabilities $ 767 Deferred revenue 6,900 Lease liabilities 288 Deferred tax liabilities 3,407 Total liabilities assumed $ 11,362 Goodwill 62,423 Total purchase consideration $ 93,975 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): June 30, December 31, 2023 2022 (unaudited) Computer and office equipment $ 5,760 $ 5,528 Capitalized software development costs 10,804 8,585 Furniture and fixtures 1,420 1,589 Leasehold improvements and other 6,283 6,970 Total property and equipment 24,267 22,672 Less accumulated depreciation and amortization ( 11,431 ) ( 10,292 ) Total $ 12,836 $ 12,380 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill activity was as follows (in thousands): Total Balance as of December 31, 2022 $ 1,266,402 Additions — Balance as of June 30, 2023 (unaudited) $ 1,266,402 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): Weighted-Average Remaining June 30, 2023 December 31, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net (unaudited) Software 0 Months $ 21 $ ( 21 ) $ — $ 21 $ ( 20 ) $ 1 Trade names 80 Months 126,100 ( 42,642 ) 83,458 126,100 ( 35,936 ) 90,164 Developed technology 25 Months 325,300 ( 200,133 ) 125,167 325,300 ( 167,600 ) 157,700 Customer relationships 51 Months 451,400 ( 188,880 ) 262,520 451,400 ( 156,635 ) 294,765 Non-compete agreements 30 Months 50 ( 9 ) 41 50 ( 1 ) 49 Total $ 902,871 $ ( 431,685 ) $ 471,186 $ 902,871 $ ( 360,192 ) $ 542,679 |
Estimated Future Amortization Expense | Based on the recorded intangible assets at June 30, 2023 (unaudited), estimated amortization expense is expected to be as follows (in thousands): Amortization Expense Years Ending December 31, (unaudited) Remainder of 2023 $ 71,475 2024 142,442 2025 99,729 2026 79,625 2027 40,682 2028 and thereafter 37,233 Total $ 471,186 |
Credit Facility (Tables)
Credit Facility (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Line of Credit Facility [Abstract] | |
Schedule of Maturities of Long-term Debt | The maturities of outstanding debt, as of June 30, 2023 (unaudited), are as follows (in thousands): Amount Years Ending December 31, (unaudited) Remainder of 2023 $ 2,500 2024 5,000 2025 5,000 2026 5,000 2027 5,000 Thereafter 471,250 Total $ 493,750 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of Revenue by Geographic Region | : Three months ended Six months ended 2023 2022 2023 2022 (unaudited) United States $ 104,350 $ 90,957 $ 206,944 $ 181,064 Foreign 26,720 23,620 52,969 46,975 Total revenue $ 131,070 $ 114,577 $ 259,913 $ 228,039 Percentage of revenue generated outside of the United States 20 % 21 % 20 % 21 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense by Award Type | The following two tables present 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 ended Six months ended 2023 2022 2023 2022 (unaudited) Options $ — $ 2 $ — $ 21 Restricted stock units 11,478 8,848 21,077 17,711 Shares issuable under employee stock purchase plan 378 537 789 1,131 Total stock-based compensation $ 11,856 $ 9,387 $ 21,866 $ 18,863 |
Summary of Stock-Based Compensation Expense Recorded in Consolidated Statement of Operations | Three months ended Six months ended 2023 2022 2023 2022 (unaudited) Subscription and support cost of revenue $ 474 $ 325 $ 853 $ 607 Professional services and other cost of revenue 622 465 1,036 841 Sales and marketing 3,469 2,772 5,997 5,349 Research and development 3,480 2,686 6,654 5,226 General and administrative 3,811 3,139 7,326 6,840 Total stock-based compensation $ 11,856 $ 9,387 $ 21,866 $ 18,863 |
Summary of Restricted Stock Unit Activity | The following table summarizes the activity of RSUs for the unaudited six months ended June 30, 2023 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2022 3,437 $ 21.60 Granted 2,560 25.11 Vested ( 508 ) 22.16 Forfeited or canceled ( 509 ) 21.11 Unvested and outstanding at June 30, 2023 4,980 $ 23.30 |
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 June 30, 2023 and 2022 (unaudited): Three months ended 2023 2022 Dividend yield None None Volatility 25 % 41 % Risk-free interest rate 5.2 0.06 Expected life (years) 0.5 0.5 |
2021 Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Units Activity | The following table summarizes the activity of the incentive units granted under the 2020 Plan, subsequent to their conversion into RSUs under the 2021 Plan, for the unaudite d six months ended June 30, 2023 (in thousands, except per unit amounts): RSUs Weighted Average Grant Date Fair Value Per Unit Unvested and outstanding at December 31, 2022 1,409 $ 10.72 Vested ( 512 ) 11.58 Forfeited or canceled ( 89 ) 11.08 Unvested and outstanding at June 30, 2023 808 $ 10.74 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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 June 30, 2023 (unaudited) were as follows (in thousands): June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,308 $ — $ — $ 3,308 Total assets $ 3,308 $ — $ — $ 3,308 Assets measured at fair value on a recurring basis as of December 31, 2022 were as follows (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 3,383 $ — $ — $ 3,383 Total assets $ 3,383 $ — $ — $ 3,383 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of Components of Operating Lease Expense | Three months ended Six months ended 2023 2022 2023 2022 (unaudited) Operating lease cost, gross $ 1,511 $ 1,588 $ 3,297 $ 3,384 Variable lease cost, gross (1) 656 591 1,366 1,127 Sublease income ( 287 ) ( 287 ) ( 574 ) ( 541 ) Total lease costs (2) $ 1,880 $ 1,892 $ 4,089 $ 3,970 |
Schedule of Maturities of The Company’s Operating Lease Liabilities | As of June 30, 2023 (unaudited), the maturities of the Company’s operating lease liabilities were as follows (in thousands): Remainder of 2023 $ 4,222 2024 8,478 2025 4,346 2026 2,772 2027 1,996 2028 and thereafter 1,097 Total lease payments 22,911 Less: Imputed interest ( 2,847 ) Lease liabilities 20,064 Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received ( 414 ) Lease liabilities, net $ 19,650 |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares, issued | 143,991,000 | 142,917,000 |
Offering price per share | $ 0.01 | $ 0.01 |
Top Co [Member] | ||
Business acquisition, percentage acquired | 100% |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net Income (Loss) | $ (10,973) | $ (12,919) | $ (22,830) | $ (18,464) |
Denominator: | ||||
Weighted-average common shares outstanding--basic | 143,647 | 141,534 | 143,381 | 141,244 |
Dilutive effect of share equivalents resulting from stock options and unvested restricted stock units | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding--diluted | 143,647 | 141,534 | 143,381 | 141,244 |
Earnings Per Share, Basic | $ (0.08) | $ (0.09) | $ (0.16) | $ (0.13) |
Earnings Per Share, Diluted | $ (0.08) | $ (0.09) | $ (0.16) | $ (0.13) |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
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 | 5,886,000 | 5,848,000 | 5,886,000 | 5,848,000 |
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 | 5,788,000 | 5,722,000 | 5,788,000 | 5,722,000 |
Shares issuable 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 | 98,000 | 126,000 | 98,000 | 126,000 |
Acquisitions - Additional infor
Acquisitions - Additional information (Details) - USD ($) $ in Thousands | Dec. 15, 2022 | Apr. 13, 2022 | Jun. 30, 2023 |
Business Acquisition [Line Items] | |||
Business acquisition, Goodwill, Expected tax deductible amount | $ 16,700 | ||
Finite-lived intangible asset, useful life | 3 years | ||
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 | ||
Trade Names | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 1 year | ||
Trade Names | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Finite-lived intangible asset, useful life | 10 years | ||
Concentric Sky, Inc [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Price, Future Payment | $ 500 | ||
Canvas Credentials acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, Goodwill, Expected tax deductible amount | $ 9,700 | ||
LearnPlatform, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Price, Future Payment | $ 200 | ||
Deferred tax liability | 3,407 | ||
Increase (decrease) in deferred liabilities | $ 3,400 | ||
Elevate Data Sync [Member] | |||
Business Acquisition [Line Items] | |||
Business acquisition, Goodwill, Expected tax deductible amount | $ 7,000 |
Acquisitions - Schedule of Fair
Acquisitions - Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 15, 2022 | Apr. 13, 2022 | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities assumed | ||||
Goodwill | $ 1,266,402 | $ 1,266,402 | ||
Concentric Sky, Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 20,814 | |||
Holdback amount | 500 | |||
Total purchase consideration | 21,314 | |||
Identifiable assets acquired | ||||
Cash | 1,330 | |||
Accounts receivable | 1,018 | |||
Prepaid expenses and other assets | 109 | |||
Total assets acquired | 15,457 | |||
Liabilities assumed | ||||
Accounts payable and accrued liabilities | 1,335 | |||
Deferred revenue | 2,566 | |||
Total liabilities assumed | 3,901 | |||
Goodwill | 9,758 | |||
Total purchase consideration | 21,314 | |||
LearnPlatform, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 93,825 | |||
Holdback amount | 150 | |||
Total purchase consideration | 93,975 | |||
Identifiable assets acquired | ||||
Cash | 4,297 | |||
Accounts receivable | 1,306 | |||
Prepaid expenses and other assets | 373 | |||
Right-of-use assets | 288 | |||
Total assets acquired | 42,914 | |||
Liabilities assumed | ||||
Accounts payable and accrued liabilities | 767 | |||
Deferred revenue | 6,900 | |||
Deferred tax liability | 3,407 | |||
Lease liability | 288 | |||
Total liabilities assumed | 11,362 | |||
Goodwill | 62,423 | |||
Total purchase consideration | 93,975 | |||
Developed Technology | Concentric Sky, Inc [Member] | ||||
Identifiable assets acquired | ||||
Intangible assets | 3,900 | |||
Developed Technology | LearnPlatform, LLC [Member] | ||||
Identifiable assets acquired | ||||
Intangible assets | 7,600 | |||
Customer Relationships | Concentric Sky, Inc [Member] | ||||
Identifiable assets acquired | ||||
Intangible assets | $ 9,100 | |||
Customer Relationships | LearnPlatform, LLC [Member] | ||||
Identifiable assets acquired | ||||
Intangible assets | 28,700 | |||
Trademarks and Trade Names [Member] | LearnPlatform, LLC [Member] | ||||
Identifiable assets acquired | ||||
Intangible assets | 300 | |||
Noncompete Agreements [Member] | LearnPlatform, LLC [Member] | ||||
Identifiable assets acquired | ||||
Intangible assets | $ 50 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net of Amount Held-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 24,267 | $ 22,672 |
Less accumulated depreciation and amortization | (11,431) | (10,292) |
Total | 12,836 | 12,380 |
Computer and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 5,760 | 5,528 |
Capitalized software development costs | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 10,804 | 8,585 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 1,420 | 1,589 |
Leasehold improvement and other | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 6,283 | $ 6,970 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |||||
Capitalized computer software, accumulated amortization | $ 3.5 | $ 3.5 | $ 2.4 | ||
Capitalized computer software, amortization | $ 0.6 | $ 0.3 | $ 1.1 | $ 0.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2022 | $ 1,266,402 |
Additions (Note 5 - Acquisitions) | 0 |
Balance as of June 30, 2023 | $ 1,266,402 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||||
Amortization of intangible assets | $ 35,700 | $ 34,200 | $ 71,493 | $ 67,934 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 902,871 | $ 902,871 |
Accumulated Amortization | (431,685) | (360,192) |
Net Carrying Amount | $ 471,186 | 542,679 |
Weighted Average Remaining Useful Life | 3 years | |
Software | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 21 | 21 |
Accumulated Amortization | (21) | (20) |
Net Carrying Amount | $ 0 | 1 |
Weighted Average Remaining Useful Life | 0 months | |
Trade Names | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 126,100 | 126,100 |
Accumulated Amortization | (42,642) | (35,936) |
Net Carrying Amount | $ 83,458 | 90,164 |
Weighted Average Remaining Useful Life | 80 months | |
Developed Technology | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 325,300 | 325,300 |
Accumulated Amortization | (200,133) | (167,600) |
Net Carrying Amount | $ 125,167 | 157,700 |
Weighted Average Remaining Useful Life | 25 months | |
Customer Relationships | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 451,400 | 451,400 |
Accumulated Amortization | (188,880) | (156,635) |
Net Carrying Amount | $ 262,520 | 294,765 |
Weighted Average Remaining Useful Life | 51 months | |
Noncompete Agreements | ||
Acquired Indefinite Lived Intangible Assets [Line Items] | ||
Gross | $ 50 | 50 |
Accumulated Amortization | (9) | (1) |
Net Carrying Amount | $ 41 | $ 49 |
Weighted Average Remaining Useful Life | 30 months |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 71,475 | |
2024 | 142,442 | |
2025 | 99,729 | |
2026 | 79,625 | |
2027 | 40,682 | |
2028 and thereafter | 37,233 | |
Net Carrying Amount | $ 471,186 | $ 542,679 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 | Jun. 30, 2023 USD ($) Customer | Jun. 30, 2022 | Dec. 31, 2022 USD ($) Customer | |
Disaggregation Of Revenue [Line Items] | |||||
Percentage of revenue recognized included in deferred revenue | 88% | 89% | 85% | 84% | |
Revenue, remaining performance obligation expected to be recognized | $ | $ 853.6 | $ 853.6 | |||
Provision for credit losses | $ | $ 1.7 | $ 1.5 | |||
Revenue, Remaining performance obligation, percentage | 73% | 73% | |||
Sales Revenue Net | |||||
Disaggregation Of Revenue [Line Items] | |||||
Number of customers greater than 10 % of total revenue | Customer | 0 | 0 | |||
Sales Revenue Net | International Customers | Customer Concentration Risk | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of revenue generated outside of the United States | 10% | ||||
Trade Accounts Receivable | |||||
Disaggregation Of Revenue [Line Items] | |||||
Number of other customers greater than 10 % of accounts receivable | Customer | 0 | 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% | 10% |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 131,070 | $ 114,577 | $ 259,913 | $ 228,039 |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 104,350 | 90,957 | 206,944 | 181,064 |
Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 26,720 | 23,620 | $ 52,969 | 46,975 |
Customer Concentration Risk | Sales Revenue Net | Foreign | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue generated outside of the United States | 10% | |||
Geographic Concentration Risk | Sales Revenue Net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 131,070 | $ 114,577 | $ 259,913 | $ 228,039 |
Education | Customer Concentration Risk | Sales Revenue Net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of revenue generated outside of the United States | 20% | 21% | 20% | 21% |
Revenue - Additional Informat_2
Revenue - Additional Information (Details1) | Jun. 30, 2023 |
Disaggregation Of Revenue [Line Items] | |
Revenue, Remaining performance obligation, percentage | 73% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-07-01 | |
Disaggregation Of Revenue [Line Items] | |
Revenue, Remaining performance obligation period | 24 months |
Deferred Commissions - Addition
Deferred Commissions - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Deferred Costs [Abstract] | |||||
Deferred commissions | $ 30,300 | $ 30,300 | $ 32,200 | ||
Amortization of deferred sales commissions | 5,300 | $ 3,800 | 10,100 | $ 7,200 | |
Deferred commissions impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Credit Facility - Additional In
Credit Facility - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 21, 2023 | Oct. 29, 2021 | Mar. 24, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Line of credit facility,maturity date | Mar. 24, 2026 | |||||||
Letters of credit outstanding | $ 3,800,000 | $ 3,800,000 | $ 4,300,000 | |||||
Line of credit facility, Variable rate | 1% | |||||||
Amortization of debt discount cost | 300,000 | $ 300,000 | 500,000 | $ 500,000 | ||||
Amortization of deferred financing costs | 589,000 | 587,000 | ||||||
Other Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs | 600,000 | 600,000 | 700,000 | |||||
Debt issuance costs | 800,000 | 800,000 | ||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan unused commitiment fee, percentage | 0.40% | |||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan unused commitiment fee, percentage | 0.50% | |||||||
Eurodollar | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 1% | |||||||
Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, Variable rate | 1% | |||||||
Base Rate | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 1% | |||||||
Base Rate | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 1.50% | |||||||
SOFR | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 0.11448% | |||||||
SOFR | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 0.42826% | |||||||
Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit outstanding | 10,000,000 | 10,000,000 | ||||||
Initial Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 775,000,000 | |||||||
Initial Term Loan | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 2.75% | |||||||
Incremental Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 70,000,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | |||||||
Line of credit facility, interest rate | 2.50% | |||||||
Borrowings outstanding | 0 | |||||||
Amortization of deferred financing costs | 47,000 | $ 47,000 | 100,000 | $ 100,000 | ||||
Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized debt discount costs | 5,400,000 | 5,400,000 | 5,800,000 | |||||
Term Loan | Short Term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount costs | 1,000,000 | 1,000,000 | ||||||
Term Loan | Long term Debt [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt discount costs | 5,900,000 | 5,900,000 | ||||||
Senior Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | 493,800,000 | $ 493,800,000 | $ 496,300,000 | ||||
Percentage of principal amount redeemed | 0.25% | |||||||
Line of credit facility, interest rate | 7.85% | 6.12% | ||||||
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 | $ 125,000,000 | |||||
Borrowings outstanding | 0 | |||||||
Line of credit facility, expiration period | 5 years | |||||||
Line of credit percentage of outstanding amount | 35% | |||||||
Senior Revolver | Other Current Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 200,000 | $ 200,000 | ||||||
Senior Revolver | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio | 1% | |||||||
Senior Revolver | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Net leverage ratio | 7.75% | |||||||
Senior Revolver | Eurodollar | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, interest rate | 2% | |||||||
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) $ in Thousands | Jun. 30, 2023 USD ($) |
Line of Credit Facility [Abstract] | |
Remainder of 2023 | $ 2,500 |
2024 | 5,000 |
2025 | 5,000 |
2026 | 5,000 |
2027 | 5,000 |
Thereafter | 471,250 |
Total | $ 493,750 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Class Of Stock [Line Items] | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Outstanding | 143,991,000 | 142,917,000 |
Common stock par value | $ 0.01 | $ 0.01 |
Common stock, shares, issued | 143,991,000 | 142,917,000 |
Common stock, shares, outstanding | 143,991,000 | 142,917,000 |
Partnership | ||
Class Of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 14,399,073 | 142,917,080 |
Common stock, shares, outstanding | 14,399,073 | 142,917,080 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2023 | Jan. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 11,856 | $ 9,387 | $ 21,866 | $ 18,863 | ||||
Common stock, capital shares reserved for future issuance | 5,716,683 | 5,629,623 | ||||||
Unrecognized stock-based compensation costs | $ 7,800 | $ 7,800 | $ 14,200 | |||||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Total unrecognized compensation cost, period for recognition | 9 months 18 days | 1 year 3 months 18 days | ||||||
Common stock authorized | 19,915,235 | 19,915,235 | ||||||
Common Stock, Shares, Outstanding | 143,991,000 | 143,991,000 | 142,917,000 | |||||
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 | 1,429,171 | 1,407,406 | ||||||
Common stock authorized | 4,145,940 | 4,145,940 | ||||||
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 begins on or about March 1 and September 1 and is 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 and 1,429,171 shares in January 2023. As of June 30, 2023 (unaudited), 4,145,940 shares of common stock were available for purchase under the 2021 ESPP. | |||||||
Common stock authorized | 18,000,000 | 1,900,000 | 1,900,000 | |||||
Discount on share market price | 15% | |||||||
Purchase price of common stock, percent | 85% | |||||||
2020 Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock authorized | 0 | |||||||
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 | 6,126,802 | ||||||
Partnership [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common Stock, Shares, Outstanding | 14,399,073 | 14,399,073 | 142,917,080 | |||||
Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Cash value per share of stock repurchased and retired during period | $ 49 | |||||||
Stock-based compensation expense | $ 11,478 | 8,848 | $ 21,077 | 17,711 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period | 508 | |||||||
RSU granted | 2,560 | |||||||
Unrecognized stock-based compensation costs | 106,200 | $ 106,200 | $ 68,300 | |||||
Aggregate fair value of RSU | $ 500 | $ 500 | ||||||
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 2 months 12 days | 3 years 1 month 6 days | ||||||
Restricted Stock Units | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Amount per share of RSU granted | $ 26.24 | |||||||
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 | 20,718 | |||||||
Cash Replacement Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 200 | $ 1,200 | $ 600 | $ 2,900 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 11,856 | $ 9,387 | $ 21,866 | $ 18,863 |
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 0 | 2 | 0 | 21 |
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | 11,478 | 8,848 | 21,077 | 17,711 |
Shares issuable under employee stock purchase plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 378 | $ 537 | $ 789 | $ 1,131 |
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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 11,856 | $ 9,387 | $ 21,866 | $ 18,863 |
Subscription and Support Cost of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 474 | 325 | 853 | 607 |
Professional Services And Other Cost Of Revenue | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 622 | 465 | 1,036 | 841 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 3,469 | 2,772 | 5,997 | 5,349 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | 3,480 | 2,686 | 6,654 | 5,226 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation | $ 3,811 | $ 3,139 | $ 7,326 | $ 6,840 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested and outstanding, Beginning Balance | shares | 3,437,000 |
Granted | shares | 2,560 |
Vested | shares | (508) |
Forfeited or cancelled | shares | (509) |
Unvested and outstanding, Ending Balance | shares | 4,980,000 |
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 21.6 |
Granted | $ / shares | 25.11 |
Vested | $ / shares | 22.16 |
Forfeited or cancelled | $ / shares | 21.11 |
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 23.3 |
2021 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested and outstanding, Beginning Balance | shares | 1,409,000 |
Vested | shares | (512) |
Forfeited or cancelled | shares | (89) |
Unvested and outstanding, Ending Balance | shares | 808,000 |
Outstanding, Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 10.72 |
Vested | $ / shares | 11.58 |
Forfeited or cancelled | $ / shares | 11.08 |
Outstanding, Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 10.74 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Assumptions Relating to Stock Options and ESPP Purchase Rights (Details) - Employee Stock Purchase Plan | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0% | 0% |
Volatility | 25% | 41% |
Risk-free interest rate | 5.20% | 0.06% |
Expected life (years) | 6 months | 6 months |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of Term Loan | $ 488,400 | |
Fair Value Liabilities Measurement Transfers Amount | $ 0 | $ 0 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | $ 3,308 | $ 3,383 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 3,308 | 3,383 |
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 | 3,308 | 3,383 |
Money Market Funds | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 3,383 |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Minimum [Member] | |
Lessee Lease Description [Line Items] | |
Lease term | 1 year |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Lease term | 6 years |
Property Two | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 66 months |
Property Three | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 31 months |
Property Four | |
Lessee Lease Description [Line Items] | |
Sublease remaining lease term | 10 months |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Leases [Abstract] | |||||
Operating lease cost, gross | $ 1,511 | $ 1,588 | $ 3,297 | $ 3,384 | |
Variable lease cost, gross | [1] | 656 | 591 | 1,366 | 1,127 |
Sublease Income | (287) | (287) | (574) | (541) | |
Lease, Cost, Total | [2] | $ 1,880 | $ 1,892 | $ 4,089 | $ 3,970 |
[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. Short-term lease costs for the unaudited three and six months ended June 30, 2023 and 2022 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Measurement of operating lease liabilities | $ 2.2 | $ 2 | $ 4.4 | $ 4.2 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of the Company's Operating Lease Liabilities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
Remainder of 2023 | $ 4,222 |
2024 | 8,478 |
2025 | 4,346 |
2026 | 2,772 |
2027 | 1,996 |
2028 and Thereafter | 1,097 |
Total lease payments | 22,911 |
Imputed interest | (2,847) |
Lease liabilities | 20,064 |
Tenant improvement reimbursements included in the measurement of lease liabilities but not yet received | (414) |
Lease liabilities, net | $ 19,650 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term - Additional Information (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term | 3 years 3 months 18 days | 3 years 7 months 6 days |
Weighted average discount rate, percent | 8.21% | 8.20% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies [Line item] | |||||
2023 | $ 2,200 | $ 2,200 | |||
2024 | 48,400 | 48,400 | |||
2025 | 48,000 | 48,000 | |||
Total cost of revenue | 45,289 | $ 42,398 | 91,121 | $ 83,409 | |
Research and Development Expense | 21,482 | 18,669 | 45,184 | 35,870 | |
Letters of credit outstanding | 3,800 | 3,800 | $ 4,300 | ||
Subscription And Support [Member] | |||||
Commitments and Contingencies [Line item] | |||||
Total cost of revenue | 38,377 | $ 35,868 | 77,187 | $ 71,414 | |
Purchase Commitment [Member] | |||||
Commitments and Contingencies [Line item] | |||||
Total cost of revenue | 100 | 400 | |||
Research and Development Expense | 400 | 1,000 | |||
Purchase Commitment [Member] | Subscription And Support [Member] | |||||
Commitments and Contingencies [Line item] | |||||
Total cost of revenue | $ 10,800 | $ 23,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Salary and short-term incentive award | $ 0.2 | ||||
Take-Private Transaction | |||||
Related Party Transaction [Line Items] | |||||
Salary and short-term incentive award | $ 0.2 | ||||
Related party cost | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.3 |