Exhibit 99.1 Instructure Reports Fourth Quarter and Full Year 2023 Results Full Year 2023 Highlights: (All results compared to prior-year period unless otherwise noted) Fourth Quarter 2023 Highlights: (All results compared to prior-year period unless otherwise noted) 2024 Full Year Guidance: • Full year 2024 guidance ranges for Revenue of $655.0 million to $665.0 million, Non-GAAP Operating Income* of $260.5 million to $265.5 million, Adjusted EBITDA* of $266.5 million to $271.5 million, Non-GAAP Net Income ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40647 Instructure Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other juris ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40647 Instructure Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdicti ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40647 Instructure Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdict ...

Financial Data and Key Metrics Changes - First quarter revenue was $128.8 million, up 13.6% year-over-year, including an 80 basis point headwind from foreign exchange [11][16] - First quarter adjusted EBITDA grew 10.8% year-over-year to $48.3 million, representing a 37.5% margin, down from 38.2% in the first quarter of 2022 [11][31] - Deferred revenue at the end of the first quarter was $215.7 million, up 14.2% year-over-year [17] - Remaining performance obligations (RPO) were $703.7 million at the end of the first quarter, up 5% year-over-year [17] - Free cash flow for the quarter was negative $82.2 million compared to negative $67.3 million in the prior year [25] Business Line Data and Key Metrics Changes - Subscription and support accounted for 92% of first quarter revenue at $118.5 million, up 14.5% year-over-year, driven by momentum in core Canvas LMS products [21] - Professional services and other revenue accounted for 8% of first quarter revenue at $10.4 million, up 3.9% year-over-year [17] - The Learn platform acquisition exceeded expectations for the quarter, revealing significant untapped potential from both new and existing customers [9][10] Market Data and Key Metrics Changes - In North American K-12, the company holds nearly 30% market share, with strong bookings driven by recognition of products as mission critical [7] - The international market remains the fastest-growing part of the business, with strong performance from both direct business and channel partner programs [72] Company Strategy and Development Direction - The company aims to enhance its platform through organic and inorganic means, maintaining a leading position in the education technology space [10] - Focus on multi-product suites and increasing deal sizes in K-12 and higher education markets [66] - The strategy includes leveraging existing contracts to accelerate the Learn platform's growth [115] Management's Comments on Operating Environment and Future Outlook - Management noted that the teacher shortage persists, but technology is increasingly recognized as a solution to help alleviate this issue [46] - The pipeline is strong, with good coverage for the quarter and positive trends in cross-selling [49] - The company expects continued double-digit growth driven by the integration of AI into its LMS offerings [85][91] Other Important Information - The company ended the first quarter with $109.1 million in cash and $489.5 million of long-term debt, resulting in a 2.06 times net debt to trailing 12-month adjusted EBITDA ratio [18] - The company anticipates adjusted EBITDA for the full year to be in the range of $199.4 million to $203.4 million, representing an adjusted EBITDA margin of 38.5% at the midpoint [27] Q&A Session Summary Question: What is the outlook for EBITDA margins in the second half? - Management indicated confidence in expanding margins in the second half due to operational leverage [35] Question: What qualitative insights can be shared about K-12 bookings? - Management noted that while staffing shortages persist, there is increased recognition of technology's role in addressing these challenges [46][47] Question: How is ESSER funding impacting the business? - Management stated that while it is difficult to directly attribute deals to ESSER funds, the funding environment creates a favorable macro condition for K-12 sales [53][54] Question: Is there market saturation in higher education? - Management indicated that there is still significant room for growth in higher education, with many institutions still using legacy systems [55][56] Question: How is the Learn platform contributing to revenue? - Management highlighted that the Learn platform is expected to drive growth through its integration with existing contracts and the demand for evidence-based solutions [114][115]

Part I [Business](index=4&type=section&id=Item%201.%20Business) Instructure is a leading education technology company providing its Canvas LMS to 7,436 global customers via a SaaS model, emphasizing customer growth and product innovation - Instructure's mission is to elevate student success and amplify the power of teachers through its learning platform[14](index=14&type=chunk) - The company is the U.S. market share leader in both Higher Education and paid K-12 LMS, with **7,436 global customers** in over 100 countries as of year-end 2022[15](index=15&type=chunk)[50](index=50&type=chunk) - The business operates on a Software-as-a-Service (SaaS) model, providing customers with regular updates and guaranteeing 99.9% uptime[20](index=20&type=chunk)[24](index=24&type=chunk) - Key growth strategies include expanding the customer base in Higher Education and K-12, cross-selling additional solutions to the existing LMS customer base, and innovating the platform[27](index=27&type=chunk)[29](index=29&type=chunk) - As of December 31, 2022, the company employed 1,466 people and had over 750 ecosystem partners[58](index=58&type=chunk)[55](index=55&type=chunk) - The company is subject to various data privacy and security laws, including GDPR in Europe, CCPA in California, and federal regulations like FERPA and COPPA for student data[74](index=74&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from economic uncertainty, net losses, intense competition, data security, AWS reliance, substantial debt, and concentrated voting power - Economic uncertainty, including high inflation and interest rates, could lead to reduced IT spending by customers, harming business operations[87](index=87&type=chunk)[89](index=89&type=chunk) - The company has a history of net losses, reporting a **net loss of $34.2 million** for the year ended December 31, 2022, and anticipates continued losses for the foreseeable future[87](index=87&type=chunk)[97](index=97&type=chunk) - The business is highly dependent on acquiring new customers and renewing existing contracts, and a failure to do so would harm future revenues[99](index=99&type=chunk) - Significant competition exists from established companies like Blackboard, D2L, and Moodle, as well as potential new entrants[117](index=117&type=chunk)[118](index=118&type=chunk) - A breach of security measures could lead to unauthorized access to customer data, resulting in reputational damage, litigation, and financial liabilities[145](index=145&type=chunk) - The company relies on Amazon Web Services (AWS) for its cloud computing infrastructure, and any disruption with AWS could significantly impact service delivery[139](index=139&type=chunk) - As of December 31, 2022, Thoma Bravo held **approximately 85.4% of the voting power**, making Instructure a 'controlled company' and giving Thoma Bravo significant influence over corporate decisions[214](index=214&type=chunk)[217](index=217&type=chunk) - The company has substantial indebtedness, with **approximately $496.3 million in term loans outstanding** as of December 31, 2022, which could adversely affect business and growth prospects[202](index=202&type=chunk) [Unresolved Staff Comments](index=55&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the Securities and Exchange Commission - None[241](index=241&type=chunk) [Properties](index=55&type=section&id=Item%202.%20Properties) Instructure's corporate headquarters are in Salt Lake City, Utah, with additional leased offices globally, all deemed adequate for current needs - The corporate headquarters are in Salt Lake City, Utah, with leases expiring in 2025 and 2027[242](index=242&type=chunk) - Additional international offices are located in London (international headquarters), Sydney, Sao Paulo, and Budapest[242](index=242&type=chunk) [Legal Proceedings](index=55&type=section&id=Item%203.%20Legal%20Proceedings) The company is subject to various legal proceedings, including a class action lawsuit related to the Take-Private Transaction that was **dismissed in full** in January 2023 - A class action lawsuit, Oklahoma Law Enforcement Retirement System v. Goldsmith et al., was filed in February 2021 concerning the Take-Private Transaction[244](index=244&type=chunk) - On January 6, 2023, the court **dismissed the plaintiff's complaint in full**[245](index=245&type=chunk)[585](index=585&type=chunk) [Mine Safety Disclosures](index=56&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[246](index=246&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities](index=57&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholders%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Instructure's common stock trades on the NYSE under 'INST', with 96 record holders, and the company has never paid cash dividends, repurchasing shares for tax withholding obligations - The company's common stock began trading on the NYSE under the symbol 'INST' on July 22, 2021[249](index=249&type=chunk) - As of February 13, 2023, there were approximately 96 holders of record of the common stock[250](index=250&type=chunk) - The company has never declared or paid cash dividends and does not plan to in the foreseeable future[251](index=251&type=chunk) Issuer Purchases of Equity Securities (Q4 2022) | Period | Total Number of Shares Purchased | Average Price Paid Per Share (USD) | | :--- | :--- | :--- | | October 2022 | — | $ — | | November 2022 | — | $ — | | December 2022 | **74,873** | **$ 25.89** | | **Total** | **74,873** | **$ 25.89** | [Reserved](index=58&type=section&id=Item%206.%20Reserved) This item is reserved and contains no information [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=59&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2022, Instructure achieved 17% revenue growth to $475.2 million, significantly narrowed its net loss, and maintained strong liquidity Key Financial Results (2022 vs. 2021) | Metric (in thousands USD) | FY 2022 | FY 2021 | Change % | | :--- | :--- | :--- | :--- | | Total Revenue | $475,194 | $405,361 | 17% | | Gross Profit | $302,900 | $235,496 | 29% | | Loss from Operations | $(16,480) | $(46,948) | (65%) | | Net Loss | $(34,242) | $(88,679) | (61%) | Key Business Metrics (as of Dec 31) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Number of Customers | 7,436 | 6,908 | | Net Revenue Retention Rate | 106% | 109% | | Remaining Performance Obligations (RPO) | $760.1M | $698.0M | - Revenue growth of **$69.8 million** in 2022 was driven by a **$39.0 million** increase from new customers and a **$23.9 million** increase from existing customers[303](index=303&type=chunk) - The company completed two acquisitions in 2022: Concentric Sky (rebranded as Canvas Credentials) for **$21.3 million** and LearnPlatform for **$94.0 million**[499](index=499&type=chunk)[501](index=501&type=chunk)[502](index=502&type=chunk) Non-GAAP Financial Measures (FY 2022) | Non-GAAP Metric (in thousands USD) | FY 2022 | | :--- | :--- | | Non-GAAP Operating Income | **$173,882** | | Free Cash Flow | **$133,993** | | Adjusted EBITDA | **$179,591** | - As of December 31, 2022, the company had **$190.3 million in cash**, cash equivalents, and restricted cash, and **$496.3 million outstanding** on its Senior Term Loan[317](index=317&type=chunk)[328](index=328&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=84&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from foreign currency exchange rates, interest rates, and inflation, with interest rate risk increasing due to a variable-rate Senior Term Loan - The company's primary market risks are foreign currency exchange, interest rates, and inflation[388](index=388&type=chunk) - Foreign currency risk is limited as most revenue is denominated in U.S. dollars, though operating expenses are subject to fluctuations[389](index=389&type=chunk) - The interest rate on the Senior Term Loan is variable and increased from **3.25%** as of December 31, 2021, to **6.12%** as of December 31, 2022, due to rising federal funds rates[391](index=391&type=chunk) - The company does not believe inflation had a material effect on its business in 2022[394](index=394&type=chunk) [Financial Statements and Supplementary Data](index=87&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for fiscal year 2022, including an unqualified auditor's opinion and notes - This item includes the audited consolidated financial statements and the report from the independent registered public accounting firm, Ernst & Young LLP[396](index=396&type=chunk)[397](index=397&type=chunk) - The auditor's report expresses an unqualified opinion on the financial statements and on the effectiveness of internal control over financial reporting as of December 31, 2022[401](index=401&type=chunk)[412](index=412&type=chunk) - The auditor's report identifies the allocation of revenue in contracts with multiple performance obligations as a Critical Audit Matter, due to the judgment required in identifying distinct performance obligations and estimating standalone selling prices[405](index=405&type=chunk)[406](index=406&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=133&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports that there have been no changes in or disagreements with its accountants on any matter of accounting principles or practices, or financial statement disclosure - None[592](index=592&type=chunk) [Controls and Procedures](index=133&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, excluding a recent acquisition - Management concluded that disclosure controls and procedures were effective as of December 31, 2022[594](index=594&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2022[595](index=595&type=chunk) - The assessment of internal control over financial reporting excluded the acquisition of LearnPlatform, Inc., which was completed in December 2022[596](index=596&type=chunk) [Other Information](index=133&type=section&id=Item%209B.%20Other%20Information) This item is not applicable - Not applicable[600](index=600&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=133&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable - Not applicable[601](index=601&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=134&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding the company's directors, executive officers, and corporate governance is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the Registrant's definitive proxy statement for the 2023 Annual Meeting of Shareholders[603](index=603&type=chunk) [Executive Compensation](index=134&type=section&id=Item%2011.%20Executive%20Compensation) Information detailing the compensation of the company's executives is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[604](index=604&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=134&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership by certain beneficial owners and management is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[605](index=605&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=134&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Information concerning related party transactions and director independence is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[606](index=606&type=chunk) [Principal Accountant Fees and Services](index=134&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information detailing fees paid to and services provided by the principal independent accountant is incorporated by reference from the 2023 Proxy Statement - Information is incorporated by reference from the 2023 Proxy Statement[607](index=607&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=135&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed with the Form 10-K, with schedules omitted as information is included elsewhere - This item lists the financial statements and exhibits filed with the Form 10-K[610](index=610&type=chunk) - Financial statement schedules are omitted because they are not applicable or the information is already included in the financial statements or notes[610](index=610&type=chunk) [Form 10-K Summary](index=137&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[618](index=618&type=chunk)

Instructure Holdings, Inc. (NYSE:INST) Q4 2022 Earnings Conference Call February 13, 2023 5:00 PM ET Company Participants April Scee - Investor Relations Steve Daly - Chief Executive Officer Dale Bowen - Chief Financial Officer Conference Call Participants Joshua Baer - Morgan Stanley Noah Herman - JP Morgan Frederick Havemeyer - Macquarie Brian Peterson - Raymond James Terry Tillman - Truist Securities Matthew VanVliet - BTIG Stephen Sheldon - William Blair David Lustberg - Jefferies Steven Enders - Citi O ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Delaware 84-4325548 (State or other jurisdiction of incorporation or organization) FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40647 Instructure Holdings ...

Instructure Holdings, Inc. (NYSE:INST) Q3 2022 Earnings Conference Call November 1, 2022 5:00 PM ET Company Participants April Scee - IR Stephen Daly - CEO & Director Dale Bowen - CFO Conference Call Participants Joshua Baer - Morgan Stanley Frederick Havemeyer - Macquarie Joseph Vruwink - Robert W. Baird & Co. David Lustberg - Jefferies Steven Enders - Citigroup Brian Peterson - Raymond James & Associates Matthew VanVliet - BTIG Joseph Meares - Truist Securities Stephen Sheldon - William Blair & Company Op ...

PART I. FINANCIAL INFORMATION (Unaudited) [Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28unaudited%29) Q2 2022 revenue grew 22.5% to $114.6 million, net loss improved to $(12.9) million, total assets $2.15 billion [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Highlights (in thousands) | Account | June 30, 2022 (unaudited) | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $83,234 | $164,928 | | Goodwill | $1,203,979 | $1,194,221 | | Total assets | $2,145,171 | $2,133,782 | | Deferred revenue (current) | $269,655 | $240,936 | | Long-term debt, net | $492,506 | $493,263 | | Total liabilities | $870,683 | $859,397 | | Total stockholders' equity | $1,274,488 | $1,274,385 | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Highlights (in thousands, except per share amounts) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $114,577 | $93,567 | $228,039 | $187,547 | | Gross profit | $72,179 | $52,593 | $144,630 | $100,939 | | Loss from operations | $(6,628) | $(11,965) | $(10,315) | $(36,499) | | Net loss | $(12,919) | $(21,693) | $(18,464) | $(54,764) | | Net loss per share, diluted | $(0.09) | $(0.17) | $(0.13) | $(0.43) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for Six Months Ended June 30 (in thousands) | Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(57,540) | $(52,367) | | Net cash provided by (used in) investing activities | $(22,863) | $28,405 | | Net cash provided by (used in) financing activities | $1,138 | $(52,457) | | Net decrease in cash | $(81,556) | $(76,419) | | Cash, cash equivalents, and restricted cash, end of period | $87,596 | $74,534 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes detail the 2021 IPO, recent acquisitions, credit facility refinancing, revenue segmentation, and stock-based compensation - On April 13, 2022, the company acquired Concentric Sky, Inc. for a total purchase consideration of **$21.3 million**, which was rebranded to 'Canvas Credentials', adding **$9.8 million** to goodwill[44](index=44&type=chunk)[45](index=45&type=chunk) - In October 2021, the company entered into a new credit agreement for a **$500.0 million** senior secured term loan and a **$125.0 million** senior secured revolving credit facility, with **$498.8 million** outstanding as of June 30, 2022[58](index=58&type=chunk)[62](index=62&type=chunk) - For the six months ended June 30, 2022, **100%** of revenue was generated from Education customers, with **21%** from outside the United States[65](index=65&type=chunk) - As of June 30, 2022, the company expects to recognize approximately **$783.7 million** of revenue from remaining performance obligations, with about **74%** expected over the next 24 months[67](index=67&type=chunk) - Total stock-based compensation expense was **$9.4 million** for Q2 2022 and **$18.9 million** for the six months ended June 30, 2022[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses H1 2022 revenue growth, narrowed net loss, increased Adjusted EBITDA, and liquidity management [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Revenue Change (in thousands) | Period | 2022 Revenue | 2021 Revenue | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Three months ended June 30 | $114,577 | $93,567 | $21,010 | 22% | | Six months ended June 30 | $228,039 | $187,547 | $40,492 | 22% | - Revenue growth was driven by an increase in new customers, growth from existing customers through upselling and cross-selling, and contributions from recent acquisitions[136](index=136&type=chunk)[138](index=138&type=chunk) - Gross margin for the six months ended June 30 improved to **63%** in 2022 from **54%** in 2021, with the cost of subscription and support revenue decreasing by **$4.6 million**[139](index=139&type=chunk)[142](index=142&type=chunk) - Operating expenses for the six months ended June 30, 2022 increased across all categories compared to the prior year, mainly due to higher personnel-related costs[146](index=146&type=chunk)[149](index=149&type=chunk)[152](index=152&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) - As of June 30, 2022, principal sources of liquidity were cash, cash equivalents, and restricted cash totaling **$87.6 million**[161](index=161&type=chunk) - The company believes existing cash, its Senior Term Loan, and cash from operations will be sufficient to meet working capital and capital expenditure needs for at least the next 12 months[162](index=162&type=chunk) - Net cash used in operating activities was **$(57.5) million** for the first six months of 2022, compared to **$(52.4) million** in the same period of 2021, with cash flows subject to seasonal fluctuations[165](index=165&type=chunk)[166](index=166&type=chunk)[175](index=175&type=chunk) - In October 2021, the company entered a new credit agreement for a **$500.0 million** Senior Term Loan and a **$125.0 million** Senior Revolver, with **$498.8 million** outstanding on the term loan as of June 30, 2022[170](index=170&type=chunk)[173](index=173&type=chunk) [Non-GAAP Financial Measures](index=36&type=section&id=Non-GAAP%20Financial%20Measures) Reconciliation of Net Loss to Adjusted EBITDA (in thousands) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net Loss | $(12,919) | $(21,693) | $(18,464) | $(54,764) | | Adjustments... | ... | ... | ... | ... | | **Adjusted EBITDA** | **$39,808** | **$31,198** | **$83,362** | **$63,758** | Free Cash Flow (in thousands) | Metric | Q2 2022 | Q2 2021 | Six Months 2022 | Six Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $8,619 | $6,365 | $(57,540) | $(52,367) | | Purchases of property and equipment | $(2,082) | $(1,196) | $(3,415) | $(1,607) | | **Free cash flow** | **$6,551** | **$5,184** | **$(60,919)** | **$(53,950)** | [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risks are foreign currency fluctuations and interest rate changes on its Senior Term Loan, with no derivative hedging - The company has foreign currency risk related to operating expenses denominated in currencies like the euro and Australian dollar, but most sales are in U.S. dollars[206](index=206&type=chunk) - Interest rate risk stems from the **$498.8 million** outstanding on the Senior Term Loan, which bears interest at **2.75%** plus a variable applicable rate (**0.52%** at June 30, 2022)[208](index=208&type=chunk) - A hypothetical **10%** change in foreign currency exchange rates would not have had a material impact on the condensed consolidated financial statements for the periods presented[206](index=206&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2022, with no material changes in internal control over financial reporting - The CEO and CFO concluded that as of the end of the quarter, disclosure controls and procedures were effective at a reasonable assurance level[210](index=210&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, internal controls[211](index=211&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company faces a class action lawsuit from February 2021 regarding its Take-Private Transaction, alleging breach of fiduciary duties - A class action lawsuit was filed in February 2021 against Instructure Holdings, LLC, Thoma Bravo entities, and certain former directors and officers concerning the Take-Private Transaction[215](index=215&type=chunk) - The complaint alleges breach of fiduciary duties and aiding and abetting such breaches, seeking unspecified damages, which the company believes lack merit[215](index=215&type=chunk)[216](index=216&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred in the risk factors from those detailed in the 2021 10-K - No material changes have occurred in the risk factors from those detailed in the 2021 10-K[217](index=217&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=42&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds to report [Default Upon Senior Securities](index=42&type=section&id=Item%203.%20Default%20Upon%20Senior%20Securities) No default upon senior securities to report [Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures to report [Other Information](index=42&type=section&id=Item%205.%20Other%20Information) No other information to report [Exhibits](index=42&type=section&id=Item%206.%20Exhibits) The report includes corporate governance documents, CEO/CFO certifications, and Inline XBRL data files as exhibits - Filed exhibits include corporate governance documents, CEO/CFO certifications (Sections 302 and 906), and XBRL financial data[223](index=223&type=chunk)