UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of July 31, 2023, there were
Instructure Holdings, Inc.
Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2023
INDEX
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Page |
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Item 1. |
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3 |
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3 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
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4 |
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5 |
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7 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
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Item 3. |
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38 |
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Item 4. |
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39 |
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Item 1. |
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40 |
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Item 1A. |
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40 |
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Item 2. |
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40 |
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Item 3. |
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40 |
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Item 4. |
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40 |
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Item 5. |
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40 |
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Item 6. |
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40 |
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In this Quarterly Report on Form 10-Q, “we,” “our,” “us,” “Instructure,” and the “Company” refer to Instructure Holdings, Inc. and its wholly-owned subsidiaries.
2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
INSTRUCTURE HOLDINGS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except per share amounts)
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June 30, |
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December 31, |
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2023 |
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2022 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable—net |
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Prepaid expenses |
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Deferred commissions |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Right-of-use assets |
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Goodwill |
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Intangible assets, net |
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Noncurrent prepaid expenses |
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Deferred commissions, net of current portion |
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Deferred tax assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Lease liabilities |
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Long-term debt, current |
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Deferred revenue |
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Total current liabilities |
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Long-term debt, net of current portion |
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Deferred revenue, net of current portion |
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Lease liabilities, net of current portion |
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Deferred tax liabilities |
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Other long-term liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, par value $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes.
3
INSTRUCTURE HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share amounts)
(unaudited)
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Three months ended |
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Six months ended |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue: |
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Subscription and support |
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$ |
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$ |
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$ |
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$ |
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Professional services and other |
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Total revenue |
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Cost of revenue: |
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Subscription and support |
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Professional services and other |
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Total cost of revenue |
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Gross profit |
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Operating expenses: |
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Sales and marketing |
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Research and development |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Interest income |
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Interest expense |
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( |
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Other income (expense) |
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Total other income (expense), net |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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( |
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Income tax benefit |
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Net loss and comprehensive loss |
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$ |
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$ |
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$ |
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$ |
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Net loss per common share, basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares used in computing basic and diluted net loss per common share |
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See accompanying notes.
4
INSTRUCTURE HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except per share amounts)
(unaudited)
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Common |
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Stock, $0.01 |
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Additional |
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Total |
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Par Value |
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Paid-In |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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Vesting of restricted stock units |
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— |
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— |
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Shares withheld for tax withholding on vesting of restricted stock units |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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Balances at June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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Common |
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Stock, $0.01 |
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Additional |
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Total |
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Par Value |
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Paid-In |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances at March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Vesting of restricted stock units |
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( |
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— |
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— |
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Shares withheld for tax withholding on vesting of restricted stock units |
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( |
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— |
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( |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balances at June 30, 2022 |
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$ |
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$ |
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$ |
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$ |
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5
INSTRUCTURE HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except per share amounts)
(unaudited)
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Common |
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Stock, $0.01 |
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Additional |
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Total |
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Par Value |
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Paid-In |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Vesting of restricted stock units |
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( |
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— |
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— |
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Purchase of ESPP shares |
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— |
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Shares withheld for tax withholding on vesting of restricted stock units |
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( |
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( |
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( |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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Balances at June 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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Common |
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Stock, $0.01 |
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Additional |
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Total |
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Par Value |
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Paid-In |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balances at December 31, 2021 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Vesting of restricted stock units |
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( |
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— |
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— |
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Purchase of ESPP shares |
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— |
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Shares withheld for tax withholding on vesting of restricted stock units |
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( |
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( |
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( |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balances at June 30, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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See accompanying notes.
6
INSTRUCTURE HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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Six months ended |
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2023 |
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2022 |
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Operating activities: |
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Net loss |
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$ |
( | |||||