GAAP Revenue of $93.6 Million Grows 52% year-over-year (28% ACR Growth)

Cash Flow from Operations of $6.4 Million and Unlevered Free Cash Flow of $21.8 Million

Instructure Holdings, Inc. (Instructure) (NYSE: INST), the makers of the Canvas Learning Management System, today announced financial results for the second quarter ended June 30, 2021.

“Instructure delivered strong performance across the board in Q2,” said Steve Daly, Instructure CEO. “We have incredible momentum in the business as the Instructure Learning Platform continues to bring together educators, students, administrators, parents, and partners – connecting them all through a foundational educational platform used for in-person, online, or hybrid models of learning.”

“We have an extraordinary opportunity ahead of us, as we believe the need for a learning platform has never been greater. As institutions navigate a highly complex learning landscape and reimagine the way they educate, we provide the right technologies, tools, and insights to make them successful. As a result, we’re poised to continue delivering a unique combination of revenue growth at scale and best-in-class margins.”

Financial Highlights:

• GAAP Revenue of $93.6 million, an increase of 52% year-over-year
• Allocated Combined Receipts*, or ACR, of $95.9 million, an increase of 28% year-over-year
• Operating loss of $12.0 million, or negative 12.8% of revenue, and Non-GAAP operating income* of $30.4 million, or 31.7% of Allocated Combined Receipts
• GAAP net loss of $21.7 million and Adjusted EBITDA* of $31.2 million, or 32.5% of Allocated Combined Receipts
• Cash flow from operations of $6.4 million and Unlevered Free Cash Flow of $21.8 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.

Initial Public Offering:

• Instructure completed its initial public offering on July 21, 2021, for net proceeds of $233.1 million, after deducting underwriters’ discounts and commissions. In connection with the Company's IPO, the Company made a principal payment in August 2021 of $224.3 million on its outstanding Term Loan.

Business and Operating Highlights:

• In April, we announced the release of MasteryView Assessments, a collection of formative assessments for schools developed by curriculum experts to measure and address learning loss, including gaps caused by the COVID-19 pandemic. These short, pre-built evaluations are aligned to key state learning standards that schools can utilize through MasteryConnect, our assessment management system.
• In June, we released the research findings of our State of K-12 study in partnership with Hanover Research. The industry research explores trends for how the pandemic has impacted K-12 education and identifies the needs and opportunities moving forward for schools. The data underscores challenges in areas like equity, with low-income households more than twice as likely to report difficulty in helping their children remain engaged.
• In June we also launched the Canvas for Elementary user experience, a combination of features that make our Canvas Learning Management System more user-friendly for elementary students. The new features were developed using feedback collected during the pandemic and thoughtfully designed to more closely mimic an elementary school classroom, supporting both in-person and hybrid learning environments.
• As the quarter concluded, we announced an agreement to acquire EesySoft, a technology adoption vendor that empowers educators and students to more effectively use EdTech products like Canvas. We rebranded EesySoft as “Impact by Instructure,” with solutions designed to help institutions improve adoption of education technologies, seamlessly navigate new platforms, and evaluate the impact they have on student engagement and outcomes.

Business Outlook

Based on information as of today, August 17, 2021, the Company is issuing the following financial guidance.

Third Quarter Fiscal 2021:

• Revenue is expected to be in the range of $100.4 million to $101.4 million
• Allocated Combined Receipts is expected to be in the range of $101.3 million to $102.3 million
• Non-GAAP operating income* is expected to be in the range of $31.1 million to $32.1 million
• Adjusted EBITDA* is expected to be in the range of $32.0 million to $33.0 million
• Non-GAAP net income* is expected to be $21.2 million to $22.2 million

Full Year 2021:

• Revenue is expected to be in the range of $392.1 million to $394.1 million
• Allocated Combined Receipts is expected to be in the range of $400.4 million to $402.4 million
• Non-GAAP operating income* is expected to be in the range of $127.3 million to $129.3 million
• Adjusted EBITDA* is expected to be in the range of $130.3 million to $132.3 million
• Non-GAAP net income* is expected to be $87.2 million to $89.2 million

*Non-GAAP operating income, Adjusted EBITDA, and non-GAAP net income are non-GAAP measures. 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, 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, 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 second quarter results today, August 17, 2021, at 5:00 p.m. Eastern Time. The conference call can be accessed by dialing (833) 921-1674 from the United States and Canada or (236) 389-2674 internationally with conference ID 8896213. 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 is an education technology company dedicated to helping everyone learn together. We amplify the power of teaching and elevate the learning process, leading to improved student outcomes. Today, Instructure supports more than 30 million educators and learners at more than 6,000 organizations around the world.

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.

Allocated Combined Receipts. We define Allocated Combined Receipts as the combined receipts of our Company and companies that we have acquired allocated to the period of service delivery. We calculate Allocated Combined Receipts 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”) acquisition that we do not believe 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 Certica acquisition 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.

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 Certica acquisition, and restructuring, transaction and sponsor related costs that we do not believe are reflective of our ongoing operations.

Adjusted EBITDA. EBITDA is defined as earnings before debt-related costs, including interest and loss on debt extinguishment, provision (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 Certica acquisition. 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.

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 believe free cash flow facilitates period-to-period comparisons of liquidity. We consider free cash flow to be an important measure because it measures the amount of cash we generate and reflects changes in working capital.

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 third quarter of 2021 and for the full year ending December 31, 2021 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 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 effects of the current COVID-19 pandemic; 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 initial public offering prospectus filed with the Securities and Exchange Commission (the "SEC") on July 23, 2021, and other documents filed with the SEC 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.