Exhibit 99.1

 

Instructure Announces Third Quarter 2022 Financial Results

Third Quarter GAAP Revenue of $122.4 Million Grows 14.2% year over year

Third Quarter Loss from Operations of $2.4 Million and Adjusted EBITDA* of $47.6 Million

Salt Lake City, UT (November 1, 2022)—Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financial results for the third quarter ended September 30, 2022.

“Instructure delivered a solid performance in the third quarter, with continued strong top line growth and industry-leading profitability," said Steve Daly, Instructure CEO. "We remain the platform of choice for teaching and learning and will continue to make disciplined investments that position us to win a disproportionate share of the opportunities across international, higher education, K12 and non-traditional learning while maintaining best-in-class profitability.”

Financial Highlights:

●GAAP Revenue of $122.4 million, an increase of 14.2% year over year

●Allocated Combined Receipts*, or ACR, of $122.5 million, an increase of 12.8% year over year

●Operating loss of $2.4 million, or negative 1.9% of revenue, and Non-GAAP operating income* of $46.2 million, or 37.7% of ACR

●GAAP net loss of $10.1 million, or negative 8.2% of revenue, and Adjusted EBITDA* of $47.6 million, or 38.9% of ACR

●Cash flow from operations of $179.9 million and Adjusted Unlevered Free Cash Flow* of $187.6 million

●For the twelve months ended September 30, 2022, cash flow from operations of $118.9 million and Adjusted Unlevered Free Cash Flow* of $147.5 million

*See “Non-GAAP Financial Measures” for information regarding the Company’s use of non-GAAP financial measures as well as reconciliations to the most closely comparable GAAP measures in this press release.

Business and Operating Highlights:

●Market research firm ListEdTech reported last month that 33% of all K12 districts are now using Canvas, displacing Google Classroom as the share leader in this segment of the market.

●Wichita Public Schools converted from a 600-student pilot program during the quarter to implement Canvas across the entire school district with a plan already in place to expand the Instructure Learning Platform further once Canvas is live.

●University of Texas-San Antonio (UT-SA) selected Canvas as its LMS. UT-SA was already using Instructure’s Impact product and after a long evaluation process, decided to migrate to Canvas due to the engaging learning platform and the power of combining Canvas, Studio, Catalog, and Impact.

●The University of Galway selected the Instructure Learning Platform after a lengthy evaluation process due to its world-class user experience and unrivaled interoperability.

Business Outlook

Based on information as of today, November 1, 2022, the Company is issuing the following financial guidance.

Fourth Quarter Fiscal 2022:

●Revenue and ACR* are expected to be in the range of $120.7 million to $121.7 million

●Non-GAAP operating income* is expected to be in the range of $42.5 million to $43.5 million

●Adjusted EBITDA* is expected to be in the range of $43.8 million to $44.8 million

●Non-GAAP net income* is expected to be in the range of $36.6 million to $37.6 million

Full Year 2022:

●Revenue is expected to be in the range of $471.2 million to $472.2 million

●ACR* is expected to be in the range of $472.1 million to $473.1 million

●Non-GAAP operating income* is expected to be in the range of $169.9 million to $170.9 million

●Adjusted EBITDA* is expected to be in the range of $174.8 million to $175.8 million

●Non-GAAP net income* is expected to be in the range of $155.2 million to $156.2 million

●Adjusted unlevered free cash flow* is expected to be in the range of $181.5 million to $182.5 million

*ACR, Non-GAAP operating income, Adjusted EBITDA, non-GAAP net income and adjusted unlevered free cash flow are non-GAAP measures. See "Non-GAAP Financial Measures" for a reconciliation of ACR to the most closely comparable GAAP measure. Instructure is unable to provide guidance, or a reconciliation, for operating loss and net loss, the most closely comparable GAAP measures with respect to non-GAAP operating income, Adjusted EBITDA and non-GAAP net income, and net cash provided by operating activities, the most closely comparable measure with respect to adjusted unlevered free cash flow, because Instructure cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. This is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including stock-based compensation and amortization of acquisition related intangibles. Thus, Instructure is unable to present a quantitative reconciliation of non-GAAP guidance to GAAP guidance because such information is not available.

Conference Call Information

Instructure’s management team will hold a conference call to discuss our third quarter results today, November 1, 2022 at 5:00 p.m. ET. The conference call can be accessed by dialing (888) 330-2384 from the United States and Canada or (240) 789-2701 internationally with conference ID 1348899. A live webcast and replay of the conference call can be accessed from the investor relations page of Instructure's website at ir.instructure.com. An archived replay of the webcast will be available following the conclusion of the call.

About Instructure

Instructure (NYSE: INST) is an education technology company dedicated to elevating student success, amplifying the power of teaching, and inspiring everyone to learn together. Today the Instructure Learning Platform supports tens of millions of educators and learners around the world. Learn more at www.instructure.com.

Non-GAAP Financial Measures

Instructure has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In addition to Instructure’s results determined in accordance with GAAP, Instructure believes the following non-GAAP measures are useful in evaluating its operating performance and liquidity. Instructure believes that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance and assists in comparisons with other companies, some of which use similar non-GAAP financial information to supplement their GAAP results. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies.

A reconciliation of Instructure’s historical non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review the reconciliation.

ACR. We define ACR as the combined receipts of our Company and companies that we have acquired allocated to the period of service delivery. We calculate ACR as the sum of (i) revenue and (ii) the impact of fair value adjustments to acquired unearned revenue related to Thoma Bravo’s acquisition of Instructure (the “Take-Private Transaction”) and the Certica Holdings, LLC (“Certica”), Eesysoft Software International B.V. (which was rebranded to “Impact by Instructure” or “Impact” subsequent to acquisition), and Kimono LLC (which was rebranded to “Elevate Data Sync” subsequent to acquisition) acquisitions where we do not believe such adjustments are reflective of our ongoing operations. Management uses this measure to evaluate organic growth of the business period over period, as if the Company had operated as a single entity and excluding the impact of acquisitions or adjustments due to purchase accounting.

Non-GAAP Operating Income. We define non-GAAP operating income as loss from operations excluding the impact of stock-based compensation, restructuring, transaction and sponsor related costs, amortization of acquisition-related intangibles, and the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and the Certica, Impact, and Elevate Data Sync acquisitions that we do not believe are reflective of our ongoing operations. We believe non-GAAP operating income is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance. Although we exclude the amortization of acquisition-related intangibles from the non-GAAP measure, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

Non-GAAP Net Income. We define non-GAAP net income as net loss excluding the impact of stock-based compensation, amortization of acquisition-related intangibles, the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and the Certica, Impact, and Elevate Data Sync acquisitions, and restructuring, transaction and sponsor related costs that we do not believe are reflective of our ongoing operations. We believe Non-GAAP net income is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance. Although we exclude the amortization of acquisition-related intangibles from the non-GAAP measure, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation. Basic non-GAAP net income per common share attributable to common stockholders is computed by dividing non-GAAP net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted non-GAAP net income per common share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period.

Adjusted EBITDA; Adjusted EBITDA Margin. EBITDA is defined as earnings before debt-related costs, including interest and loss on debt extinguishment, benefit for taxes, depreciation, and amortization. We further adjust EBITDA to exclude certain items of a significant or unusual nature, including stock-based compensation, restructuring, transaction and sponsor related costs, amortization of acquisition-related intangibles, and the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and the Certica, Impact, and Elevate Data Sync acquisitions. Although we exclude the amortization of acquisition-related intangibles from this non-GAAP measure, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by ACR.

Free Cash Flow, Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow. We define free cash flow as net cash provided by operating activities less purchases of property and equipment and intangible assets, net of proceeds from disposals of property and equipment. We define unlevered free cash flow as free cash flow adjusted for cash paid for interest on outstanding debt and cash settled stock-based compensation. We define adjusted unlevered free cash flow as unlevered free cash flow adjusted for restructuring, transaction and sponsor related costs paid in cash. We believe free cash flow, unlevered free cash flow and adjusted unlevered free cash flow facilitate period-to-period comparisons of liquidity. We consider free cash flow, unlevered free cash flow and adjusted unlevered free cash flow to be important measures because they measure the amount of cash we generate and reflect changes in working capital.

Non-GAAP Cost of Revenue and Non-GAAP Operating Expenses. We define non-GAAP cost of revenue and non-GAAP operating expenses as GAAP cost of revenue and GAAP operating expenses, respectively, excluding the impact of stock-based compensation, restructuring, transaction and sponsor related costs, and amortization of acquisition-related intangibles, that we do not believe are reflective of our ongoing operations. Although we exclude the amortization of acquisition-related intangibles from the non-GAAP measures, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.

Non-GAAP Gross Profit; Non-GAAP Gross Profit Margin. We define non-GAAP gross profit as gross profit excluding the impact of stock-based compensation, restructuring, transaction and sponsor related costs, amortization of acquisition-related intangibles, and fair value adjustments to deferred revenue in connection with purchase accounting, that we do not believe are reflective of our ongoing operations. Although we exclude the amortization of acquisition-related intangibles from the non-GAAP measure, management believes it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation. Non-GAAP Gross Profit Margin is defined as Non-GAAP gross profit divided by ACR.

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's financial guidance for the fourth quarter of 2022 and for the full year ending December 31, 2022, the Company's growth, customer demand and application adoption, the Company's research and development efforts and future application releases, and the Company's expectations regarding future revenue, expenses, cash flows and net income or loss.

These statements are not guarantees of future performance, but are based on management's expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: risks associated with general global political, macroeconomic, social, health and market conditions, including rising inflation, political instability, terrorist activities or military conflicts, including Russia's invasion of Ukraine; delay in contract decision-making by our customers and prospective customers; risks associated with future stimulus packages approved by the U.S. federal government; failure to continue our recent growth rates; our ability to acquire new customers and successfully retain existing customers; the effects of increased usage of, or interruptions or performance problems associated with, our learning platform; the impact on our business and prospects from the ongoing effects of the COVID-19 pandemic, including learning loss; our history of losses and expectation that we will not be profitable for the foreseeable future; the impact of adverse general and industry-specific economic and market conditions; and changes in the spending policies or budget priorities for government funding of Higher Education and K-12 institutions.

These and other important risk factors are described more fully in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Report on Form 10-Q and other documents filed with the Securities and Exchange Commission and could cause actual results to vary from expectations. All information provided in this press release and in the conference call is as of the date hereof and Instructure undertakes no duty to update this information except as required by law.

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
	September 30, 2022			December 31, 2021
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	259,161		$	164,928
Accounts receivable—net		72,332			51,607
Prepaid expenses		27,624			15,475
Deferred commissions		14,222			11,418
Other current assets		3,015			3,384
Total current assets		376,354			246,812
Property and equipment, net		12,915			10,792
Right-of-use assets		14,537			18,175
Goodwill		1,203,979			1,194,221
Intangible assets, net		540,551			629,746
Noncurrent prepaid expenses		993			1,553
Deferred commissions, net of current portion		18,634			20,105
Deferred tax assets		9,304			6,477
Other assets		5,649			5,901
Total assets	$	2,182,916		$	2,133,782
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	19,674		$	18,324
Accrued liabilities		26,563			28,408
Lease liabilities		6,956			6,666
Long-term debt, current		4,013			2,763
Deferred revenue		308,231			240,936
Total current liabilities		365,437			297,097
Long-term debt, net of current portion		487,490			490,500
Deferred revenue, net of current portion		12,632			14,740
Lease liabilities, net of current portion		18,045			23,678
Deferred tax liabilities		22,614			29,851
Other long-term liabilities		1,890			3,531
Total liabilities		908,108			859,397
Stockholders’ equity:
Accumulated deficit		1,425			1,407
Additional paid-in capital		1,568,562			1,539,638
Accumulated deficit		(295,179	)		(266,660	)
Total stockholders’ equity		1,274,808			1,274,385
Total liabilities and stockholders’ equity	$	2,182,916		$	2,133,782

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share data)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
	(unaudited)
Revenue:
Subscription and support	$	109,727		$	96,163		$	316,124		$	266,774
Professional services and other		12,702			11,058			34,344			27,994
Total revenue		122,429			107,221			350,468			294,768
Cost of revenue:
Subscription and support		37,005			36,528			108,419			112,575
Professional services and other		7,068			4,939			19,063			15,500
Total cost of revenue		44,073			41,467			127,482			128,075
Gross profit		78,356			65,754			222,986			166,693
Operating expenses:
Sales and marketing		45,737			40,553			134,943			120,858
Research and development		20,596			15,823			56,466			47,191
General and administrative		14,408			14,396			44,277			38,943
Impairment on disposal group		—			—			—			1,218
Total operating expenses		80,741			70,772			235,686			208,210
Loss from operations		(2,385	)		(5,018	)		(12,700	)		(41,517	)
Other income (expense):
Interest income		303			—			366			13
Interest expense		(7,173	)		(11,251	)		(16,337	)		(44,178	)
Other expense		(3,856	)		(1,623	)		(6,967	)		(2,365	)
Total other income (expense), net		(10,726	)		(12,874	)		(22,938	)		(46,530	)
Loss before income taxes		(13,111	)		(17,892	)		(35,638	)		(88,047	)
Income tax benefit		3,056			4,631			7,119			20,022
Net loss and comprehensive loss	$	(10,055	)	$	(13,261	)	$	(28,519	)	$	(68,025	)
Net loss per common share, basic and diluted	$	(0.07	)	$	(0.10	)	$	(0.20	)	$	(0.52	)
Weighted-average common shares used in computing basic and diluted net loss per common share		142,108			136,647			141,536			129,643

INSTRUCTURE HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
	(unaudited)
Operating Activities:
Net loss	$	(10,055	)	$	(13,261	)	$	(28,519	)	$	(68,025	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation of property and equipment		1,088			910			3,145			2,728
Amortization of intangible assets		34,261			33,591			102,195			100,319
Amortization of deferred financing costs		294			740			881			1,958
Impairment on disposal group		—			—			—			1,218
Stock-based compensation		8,699			6,709			24,670			11,532
Deferred income taxes		(4,642	)		(4,852	)		(10,064	)		(20,254	)
Other		3,176			160			4,917			1,565
Changes in assets and liabilities:
Accounts receivable, net		94,959			89,213			(20,357	)		(7,700	)
Prepaid expenses and other assets		10,235			7,050			(10,941	)		80
Deferred commissions		(1,529	)		(3,221	)		(1,333	)		(5,596	)
Right-of-use assets		1,228			1,172			3,638			7,552
Accounts payable and accrued liabilities		6,736			8,829			(2,395	)		8,634
Deferred revenue		37,541			36,412			62,621			80,470
Lease liabilities		(1,856	)		(1,696	)		(5,343	)		(4,746	)
Other liabilities		(263	)		(573	)		(1,641	)		(919	)
Net cash provided by operating activities		179,872			161,183			121,474			108,816
Investing Activities:
Purchases of property and equipment		(1,564	)		(1,193	)		(4,979	)		(2,800	)
Proceeds from sale of property and equipment		5			16			41			40
Proceeds from sale of Bridge		—			—			—			46,018
Business acquisitions, net of cash received		—			(856	)		(19,484	)		(16,886	)
Net cash provided by (used in) investing activities		(1,559	)		(2,033	)		(24,422	)		26,372
Financing Activities:
IPO proceeds, net of offering costs paid of $5,719		—			259,604			—			259,604
Proceeds from issuance of common stock from employee equity plans		3,251			—			7,327			—
Shares repurchased for tax withholdings on vesting of restricted stock units		(1,645	)		(1,318	)		(3,333	)		(1,318	)
Distributions to stockholders		—			(7	)		—			(930	)
Repayments of long-term debt		(1,250	)		(256,348	)		(2,500	)		(307,882	)
Term Loan prepayment premium		—			(3,827	)		—			(3,827	)
Net cash provided by (used in) financing activities		356			(1,896	)		1,494			(54,353	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2,823	)		—			(4,256	)		—
Net increase in cash, cash equivalents and restricted cash		175,846			157,254			94,290			80,835
Cash, cash equivalents and restricted cash, beginning of period		87,596			74,534			169,152			150,953
Cash, cash equivalents and restricted cash, end of period	$	263,442		$	231,788		$	263,442		$	231,788
Supplemental cash flow disclosure:
Cash paid for taxes	$	259		$	153		$	3,034		$	556
Interest paid	$	4,184		$	10,553		$	9,950		$	42,302
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	20		$	62		$	20		$	62

RECONCILIATIONS OF NON-GAAP MEASURES TO GAAP MEASURES

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP ALLOCATED COMBINED RECEIPTS
(in thousands)
(unaudited)
	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenue	$	122,429	$	107,221	$	350,468	$	294,768
Fair value adjustments to deferred revenue in connection with purchase accounting		25		1,379		855		8,471
Allocated combined receipts	$	122,454	$	108,600	$	351,323	$	303,239

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING INCOME
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Loss from operations	$	(2,385	)	$	(5,018	)	$	(12,700	)	$	(41,517	)
Stock-based compensation		10,060			8,379			28,923			17,722
Restructuring, transaction and sponsor related costs		4,244			2,031			8,102			18,042
Amortization of acquisition-related intangibles		34,260			33,590			102,190			100,312
Fair value adjustments to deferred revenue in connection with purchase accounting		25			1,379			855			8,471
Non-GAAP operating income	$	46,204		$	40,361		$	127,370		$	103,030

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP ADJUSTED EBITDA
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net loss	$	(10,055	)	$	(13,261	)	$	(28,519	)	$	(68,025	)
Interest on outstanding debt and loss on debt extinguishment		7,173			11,247			16,334			44,170
Benefit for taxes		(3,056	)		(4,631	)		(7,119	)		(20,022	)
Depreciation		1,087			911			3,145			2,728
Amortization		2			2			5			5
Stock-based compensation		10,060			8,379			28,923			17,722
Restructuring, transaction and sponsor related costs		8,109			3,641			15,152			19,652
Amortization of acquisition-related intangibles		34,260			33,590			102,190			100,312
Fair value adjustments to deferred revenue in connection with purchase accounting		25			1,379			855			8,471
Adjusted EBITDA	$	47,605		$	41,257		$	130,966		$	105,013
Adjusted EBITDA margin		38.9	%		38.0	%		37.3	%		34.6	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF FREE CASH FLOW, UNLEVERED FREE CASH FLOW & ADJUSTED UNLEVERED FREE CASH FLOW
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net cash provided by operating activities	$	179,872		$	161,183		$	121,474		$	108,816
Purchases of property and equipment		(1,564	)		(1,193	)		(4,979	)		(2,800	)
Proceeds from disposals of property and equipment		5			16			41			40
Free cash flow	$	178,313		$	160,006		$	116,536		$	106,056
Cash paid for interest on outstanding debt		4,184			10,553			9,950			42,302
Cash settled stock-based compensation		1,360			1,651			4,253			6,094
Unlevered free cash flow	$	183,857		$	172,210		$	130,739		$	154,452
Restructuring, transaction and sponsor related costs paid in cash		3,756			2,115			11,667			10,201
Adjusted unlevered free cash flow	$	187,613		$	174,325		$	142,406		$	164,653

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP NET INCOME
(in thousands, except per share data)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Net loss	$	(10,055	)	$	(13,261	)	$	(28,519	)	$	(68,025	)
Stock-based compensation		10,060			8,379			28,923			17,722
Amortization of acquisition-related intangibles		34,260			33,590			102,190			100,312
Fair value adjustments to deferred revenue in connection with purchase accounting		25			1,379			855			8,471
Restructuring, transaction and sponsor related costs		8,109			3,641			15,152			19,652
Non-GAAP net income	$	42,399		$	33,728		$	118,601		$	78,132
Non-GAAP net income per common share, basic	$	0.30		$	0.25		$	0.84		$	0.60
Non-GAAP net income per common share, diluted	$	0.29		$	0.24		$	0.83		$	0.60
Weighted average common shares used in computing basic Non-GAAP net income per common share		142,108			136,647			141,536			129,643
Weighted average common shares used in computing diluted Non-GAAP net income per common share		143,781			138,182			143,067			130,166

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP GROSS PROFIT
(in thousands)
(unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
Gross profit	$	78,356		$	65,754		$	222,986		$	166,693
Stock-based compensation		809			580			2,257			1,262
Restructuring, transaction and sponsor related costs		175			187			288			2,991
Amortization of acquisition-related intangibles		15,885			15,582			47,434			46,412
Fair value adjustments to deferred revenue in connection with purchase accounting		25			1,379			855			8,471
Non-GAAP gross profit	$	95,250		$	83,482		$	273,820		$	225,829
GAAP gross margin		64.0	%		61.3	%		63.6	%		56.6	%
Non-GAAP gross margin		77.8	%		76.9	%		77.9	%		74.5	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF ACR NORMALIZED FOR BRIDGE DIVESTITURE
(in thousands)
(unaudited)
	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenue	$	122,429	$	107,221	$	350,468	$	294,768
Bridge revenue - Subscription and support		—		—		—		(3,332	)
Bridge revenue - Professional services and other		—		—		—		(330	)
Revenue normalized for Bridge divestiture	$	122,429	$	107,221	$	350,468	$	291,106
Fair value adjustments to deferred revenue in connection with purchase accounting		25		1,379		855		8,471
Fair value adjustments to Bridge deferred revenue in connection with purchase accounting - Subscription and support		—		—		—		(206	)
Fair value adjustments to Bridge deferred revenue in connection with purchase accounting - Professional services and other		—		—		—		(20	)
Allocated combined receipts normalized for Bridge divestiture	$	122,454	$	108,600	$	351,323	$	299,351

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Three Months Ended September 30, 2022
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	37,005	$	(358	)	$	(141	)	$	(15,885	)	$	20,621
Professional services and other		7,068		(451	)		(34	)		—			6,583
Total cost of revenue	$	44,073	$	(809	)	$	(175	)	$	(15,885	)	$	27,204

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Three Months Ended September 30, 2021
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	36,528	$	(257	)	$	(159	)	$	(15,582	)	$	20,530
Professional services and other		4,939		(323	)		(28	)		—			4,588
Total cost of revenue	$	41,467	$	(580	)	$	(187	)	$	(15,582	)	$	25,118

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Nine Months Ended September 30, 2022
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	108,419	$	(965	)	$	(159	)	$	(47,434	)	$	59,861
Professional services and other		19,063		(1,292	)		(129	)		—			17,642
Total cost of revenue	$	127,482	$	(2,257	)	$	(288	)	$	(47,434	)	$	77,503

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP COST OF REVENUE
Nine Months Ended September 30, 2021
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP
Cost of Revenue:
Subscription and support	$	112,575	$	(652	)	$	(2,108	)	$	(46,412	)	$	63,403
Professional services and other		15,500		(610	)		(883	)		—			14,007
Total cost of revenue	$	128,075	$	(1,262	)	$	(2,991	)	$	(46,412	)	$	77,410

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Three Months Ended September 30, 2022
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of ACR
Operating expenses:
Sales and marketing	$	45,737	$	(2,813	)	$	(412	)	$	(18,375	)	$	24,137		37.4	%		19.7	%
Research and development		20,596		(3,035	)		(1,984	)		—			15,577		16.8	%		12.7	%
General and administrative		14,408		(3,403	)		(1,673	)		—			9,332		11.8	%		7.6	%
Total operating expenses	$	80,741	$	(9,251	)	$	(4,069	)	$	(18,375	)	$	49,046		66.0	%		40.0	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Three Months Ended September 30, 2021
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of ACR
Operating expenses:
Sales and marketing	$	40,553	$	(2,139	)	$	(99	)	$	(18,008	)	$	20,307		37.8	%		18.7	%
Research and development		15,823		(2,292	)		(226	)		—			13,305		14.8	%		12.3	%
General and administrative		14,396		(3,368	)		(1,519	)		—			9,509		13.4	%		8.8	%
Total operating expenses	$	70,772	$	(7,799	)	$	(1,844	)	$	(18,008	)	$	43,121		66.0	%		39.8	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Nine Months Ended September 30, 2022
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of ACR
Operating expenses:
Sales and marketing	$	134,943	$	(8,162	)	$	(802	)	$	(54,756	)	$	71,223		38.5	%		20.3	%
Research and development		56,466		(8,261	)		(2,776	)		—			45,429		16.1	%		12.9	%
General and administrative		44,277		(10,243	)		(4,236	)		—			29,798		12.6	%		8.5	%
Total operating expenses	$	235,686	$	(26,666	)	$	(7,814	)	$	(54,756	)	$	146,450		67.2	%		41.7	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Nine Months Ended September 30, 2021
(in thousands)
(unaudited)
	GAAP		Stock-based compensation expense			Restructuring, transaction and sponsor related costs			Amortization of acquired intangibles			Non-GAAP		GAAP % of revenue			Non-GAAP % of ACR
Operating expenses:
Sales and marketing	$	120,858	$	(4,814	)	$	(2,551	)	$	(53,900	)	$	59,593		41.0	%		19.7	%
Research and development		47,191		(4,896	)		(2,904	)		—			39,391		16.0	%		13.0	%
General and administrative		38,943		(6,750	)		(8,378	)		—			23,815		13.2	%		7.9	%
Impairment on disposal group		1,218		—			(1,218	)		—			—		0.4	%		—
Total operating expenses	$	208,210	$	(16,460	)	$	(15,051	)	$	(53,900	)	$	122,799		70.6	%		40.6	%

INSTRUCTURE HOLDINGS, INC.
RECONCILIATION OF NON-GAAP ALLOCATED COMBINED RECEIPTS GUIDANCE
(in thousands)
(unaudited)
	Three Months Ending December 31, 2022				Full Year Ending December 31, 2022
	LOW		HIGH		LOW		HIGH
Revenue	$	120,700	$	121,700	$	471,200	$	472,200
Fair value adjustments to deferred revenue in connection with purchase accounting		—		—		900		900
Allocated combined receipts	$	120,700	$	121,700	$	472,100	$	473,100

For More Information:

Media Relations:
Brian Watkins
Corporate Communications
Instructure
(801) 610-9722
brian.watkins@instructure.com

Investor Relations:
April Scee
Managing Director
ICR, Inc.
(917) 497-8992
april.scee@icrinc.com