INSTRUCTURE HOLDINGS, INC. Discussion and analysis by management of the financial position and operating results. (form 10-Q)

Forward-looking statements

You should read the following discussion and analysis together with the
financial statements and the related notes to those statements included in Part
I, Item 1 of this Quarterly Report on Form 10-Q, and our audited Consolidated
Financial Data for the year ended December 31, 2020 and the related notes
thereto, which are included in the Company's Prospectus dated July 21, 2021
filed with the SEC in connection with the Company's initial public offering (the
"IPO"). The following discussion contains forward-looking statements that are
subject to numerous risks and uncertainties, including, but not limited to, the
risks and uncertainties described in the section entitled "Risk Factors" of the
Company's Prospectus dated July 21, 2021 filed with the SEC in connection with
our IPO and in the "Forward Looking Statements" section of this Quarterly Report
on Form 10-Q. As a result, our actual results may differ materially from those
contained or anticipated in these forward-looking statements.

Overview

From the inception of a teacher's lesson through a student's mastery of a
concept, Instructure personalizes, simplifies, organizes, and automates the
entire learning lifecycle through the power of technology. Our learning platform
delivers the elements that leaders, teachers, and learners need - a
next-generation LMS, robust assessments for learning, actionable analytics, and
engaging, dynamic content. Schools standardize on Instructure's solutions as
their core learning platform because we bring together all of the tools that
students, teachers, parents, and administrators need to create an accessible and
modern learning environment. Our platform is cloud-native, built on open
technologies, and scalable across thousands of institutions and tens of millions
of users worldwide. We are the LMS market share leader in both Higher Education
and paid K-12. We are maniacally focused on our customers and enhancing the
teaching and learning experience. As such, we continuously innovate to grow the
footprint of our platform, including through our acquisitions of MasteryConnect,
Certica and Eesysoft to add assessment and analytics capabilities. Our platform
becomes deeply ingrained into our customers' instructional workflows.

Since our founding in 2008, we have expanded our platform from the core LMS to
include a broad set of offerings targeting all aspects of teaching and learning.
As our platform has grown, we have become more strategic to schools as they seek
vendor consolidation, best of breed solutions, and integrated offerings to serve
teachers and students.

This discussion and analysis reflects our financial condition and results of
operations for the unaudited nine and three months ended September 30, 2021
(Successor), unaudited six and three months ended September 30, 2020 (Successor)
and unaudited three months ended March 31, 2020 (Predecessor).

For the unaudited nine and three months ended September 30, 2021 (Successor),
unaudited six and three months ended September 30, 2020 (Successor), and three
months ended March 31, 2020 (Predecessor):

?
Our revenue was $294.8 million, $107.2 million, $143.1 million, $81.8 million,
and $71.4 million, respectively.
?
Our net loss was $68.0 million, $13.3 million, $136.7 million, $60.2 million,
and $22.2 million, respectively.
?
Our adjusted EBITDA was $105.0 million, $41.3 million, $39.8 million, $26.4
million, and $4.8 million, respectively.
?
Our operating cash flow was $108.8 million, $161.2 million, $42.0 million,
$100.3 million, and $(57.1) million, respectively.
?
Our free cash flow was $106.1 million, $160.0 million, $41.2 million, $99.5
million, and $(57.8) million, respectively.



Adjusted EBITDA and Free Cash Flow are non-GAAP measures, see “Non-GAAP Financial Measures” for definitions and reconciliations to the most comparable GAAP measure.

Recent developments

On July 26, 2021, the Company completed its IPO of 12,500,000 shares of common
stock at an offering price of $20.00 per share. The Company received net
proceeds of $233.1 million after deducting underwriting discounts and
commissions. On August 19, 2021, the underwriters partially exercised their
over-allotment option of 1,675,000 shares of common stock at an offering price
of $20.00 per share. The Company received net proceeds of $31.3 million after
deducting underwriting discounts and commissions. The Company used the proceeds
from the IPO and the overallotment option to repay approximately $255.1 million
of borrowings outstanding under its Term Loan.

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Impact of COVID-19

Although the COVID-19 pandemic caused general business disruption worldwide
beginning in January 2020, it also created a set of conditions in which students
of all ages began learning from home, causing schools to rapidly adopt or
upgrade online platforms for students and teachers to conduct lessons remotely.
In response to the pandemic, the U.S. government also passed stimulus
legislation that directed over $280 billion of funding to education initiatives.
These circumstances resulted in an increase in our operational performance, cash
flows, and financial condition. We believe that the COVID-19 pandemic
accelerated adoption of our learning platform, which we expect will continue to
generate additional opportunities for us in the future.

While we have experienced a significant increase in customers due to the
pandemic, the aforementioned factors have also driven increased usage of our
services and have required us to expand our network and data storage and
processing capacity, particularly third-party cloud hosting. During the six
months ended September 30, 2020 (Successor) and three months ended March 31,
2020 (Predecessor), this resulted in an increase in our operating costs. We
continue to experience high usage on our learning platform, even as North
American K-12 students have returned to the classroom during the nine months
ended September 30, 2021. As more of our customers have begun transitioning back
to the classroom on either a full-time or hybrid basis, the demand for our
network and data storage capacity, inclusive of third-party cloud hosting, has
come down from peak pandemic levels, but remains significantly higher than
pre-pandemic levels. These factors have generated a positive impact to our gross
margin.

There is no assurance that we will experience a continued increase in the
adoption of our learning platform or that new or existing customers will
continue to utilize our service after the COVID-19 pandemic has tapered.
Moreover, the tapering of the COVID-19 pandemic, particularly as vaccinations
are widely available, may result in a decline in customers once students are no
longer attending school from home.

As part of our response to the COVID-19 pandemic, we implemented an internal
initiative to ensure the support and retention of our customers. This initiative
is a collaboration between multiple organizations and teams at Instructure to
help ensure renewal and growth in statewide deals. The initiative includes
monitoring usage, developing a statewide communication plan, establishing user
groups, creating marketing and advocacy materials, and keeping leadership
informed of status, risks, and wins.

The full extent to which the COVID-19 pandemic will have a direct or indirect impact on the global economy, the lasting social effects and the impact on our business, results of operations and financial condition will depend on future developments that are very uncertain and cannot be predicted with precision.

Key factors affecting our performance

Our historic financial performance has been, and we expect our future financial performance to be, guided by our ability to:

Increase adoption of Cloud based software by higher education institutions and K-12

Our ability to increase market adoption of our platform is driven by the overall
adoption of cloud applications and infrastructure by academic institutions. We
believe that Higher Education and K-12 institutions are poised to accelerate the
pace of cloud adoption to support near-term online educational needs, as a
result of, and following the COVID-19 pandemic, and to withstand future
challenges. Academic institutions that relied upon on-premises solutions to
support remote operations faced significant delays at the height of the
pandemic. In order to continue providing a high-quality education and support
in-person, remote, and hybrid learning, institutions must make a fundamental
shift to adopt cloud-based collaboration solutions. As the leader in the market
for cloud-based learning technology, we believe the imperative for these
institutions to adopt cloud infrastructure will increase demand for our platform
and broaden our customer base.

Develop our clientele

We believe there is significant opportunity to grow our customer base in Higher
Education and K-12. The growth of our Higher Education customer base is
primarily dependent on the replacement of legacy systems with our cloud-native
platform in North America and our continued expansion efforts internationally.
The growth of our K-12 customer base is primarily dependent on our ability to
surround currently implemented free solutions with our learning platform and, in
connection therewith, monetize demand for our broad capabilities. We intend to
expand our customer base by continuing to make targeted and prudent investments
in sales and marketing and customer support.



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Cross-selling to our existing customers

Most of our customers initially engage with us using our Canvas LMS solution,
and then we are generally able to cross-sell our other solutions as these
customers become aware of the benefits of our broad capabilities, including
learning, assessments, analytics, student success, program management, digital
courseware, and global online learning. Our future revenue growth is dependent
upon our ability to expand our customers' use of our learning platform. Our
ability to increase sales to existing customers depends on a number of factors,
including customer satisfaction, competition, pricing, economic conditions, and
spending by customers.

Key components of the results of operations

Returned

We generate revenue primarily from two main sources: (1) subscription and
support revenue, which is comprised of SaaS fees from customers accessing our
learning platform and from customers purchasing additional support beyond the
standard support that is included in the basic SaaS fees; and (2) related
professional services revenue, which is comprised of training, implementation
services and other types of professional services.

Subscription revenue is derived from customers using our learning platform and
is driven primarily by the number of customers, the number of users at each
customer, the price of our applications and renewals. Support revenue is derived
from customers purchasing additional support beyond the standard support that is
included in the basic SaaS fee. Our contracts typically vary in length between
one and five years. Subscriptions and support are non-cancelable and are billed
in advance on an annual basis. All subscription and support fees billed are
initially recorded in deferred revenue and recognized ratably over the
subscription term.

Professional services and other revenue are derived primarily from
implementation, training, and other consulting fees. Implementation services
includes training and consulting services that generally take anywhere from 30
to 90 days to complete depending on customer-side complexity and timelines. It
includes regularly scheduled and highly-structured activities to ensure
customers progress toward better utilizing our applications. Most of these
interactions take place over the phone and through the use of web meeting
technology. Because we have determined the implementation services are distinct,
they are recognized over time as the services are rendered, using an
efforts-expended input method. Implementation services also include
nonrefundable upfront setup fees, which are allocated to the remaining
performance obligations.

We include training with every implementation and offer additional training for
a fee. The training offered is focused on creating confidence among users so
they can be successful with our applications. Most training is performed
remotely using web meeting technology. Because we have determined that trainings
are distinct, we record training revenue upon the delivery of the training.
Training is recognized ratably in the same manner as subscription and support
revenue described above.

In addition to our implementation and training offerings, we provide consulting
services for custom application development, integrations, content services and
change management consulting. These services are architected to boost customer
adoption of our applications and to drive usage of features and capabilities
that are unique to our company. We have determined that these services are
distinct. Professional services revenue is typically recognized over time as the
services are rendered, using an efforts-expended input method.

Cost of income

Cost of subscription and support revenue consists primarily of the costs of our
cloud hosting provider and other third-party service providers, employee-related
costs including payroll, benefits and stock-based compensation expense for our
operations and customer support teams, amortization of capitalized software
development costs and acquired technology, and allocated overhead costs, which
we define as rent, facilities and costs related to IT. Our acquired technology
is amortized over the estimated remaining useful life, which is five years.

Cost of professional services and other revenue consists primarily of personnel
costs of our professional services organization, including salaries, benefits,
travel, bonuses and stock-based compensation, as well as allocated overhead
costs.

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Operating Expenses

Sales and Marketing. Sales and marketing expenses consist primarily of personnel
costs of our sales and marketing employees, including sales commissions and
incentives, benefits and stock-based compensation expense, marketing programs,
including lead generation, costs of our annual InstructureCon user conference,
acquisition-related amortization expenses and allocated overhead costs. We defer
and amortize on a straight-line basis sales commission costs related to
acquiring new contracts over a period of benefit that we have determined to be
generally four years. Customer relationships represent the estimated fair value
of the acquired customer bases and are amortized over the estimated remaining
useful life of seven years. The trade names acquired are amortized over the
estimated remaining useful lives ranging from five to ten years.

Research and Development. Research and development expenses consist primarily of
personnel costs of our development team, including payroll, benefits and
stock-based compensation expense and allocated overhead costs. We capitalize
certain software development costs that are attributable to developing new
applications, features and adding incremental functionality to our platform. We
amortize these costs to subscription and support cost of revenue in the
consolidated statements of operations over the estimated life of the new
application or incremental functionality, which is generally three years.

General and Administrative. General and administrative expenses consist of
personnel costs and related expenses for executive, finance, legal, human
resources, recruiting, employee-related information technology, administrative
personnel, including payroll, benefits and stock-based compensation expense;
professional fees for external legal, accounting and other consulting services;
and allocated overhead costs.

Other income (expenses)

Other net income (expense) mainly consists of interest income, interest expense and the impact of gains and losses from foreign currency transactions. Interest expense relates to costs incurred in accessing our credit facilities. As we have expanded our international operations, our exposure to foreign currency fluctuations has increased.

Tax benefit (expense)

We are subject to income taxes in the United States and foreign jurisdictions in
which we do business. These foreign jurisdictions have statutory tax rates
different from those in the United States. Accordingly, our effective tax rates
will vary depending on the relative proportion of foreign to U.S. income and
changes in tax laws. The tax benefit at December 31, 2020 consists of decreases
in U.S. Federal and state deferred tax liabilities, due to book amortization,
and of the step up in basis of intangible assets from the Take-Private
Transaction.

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Results of operations

The following tables set forth our results of operations for the periods
presented and as a percentage of our total revenue for those periods. The data
has been derived from the unaudited consolidated financial statements contained
in this Quarterly Report on Form 10-Q which include, in our opinion, all
adjustments, consisting only of normal recurring adjustments, that we consider
necessary for a fair presentation of the financial position and results of
operations for the interim periods presented. The period-to-period comparison of
financial results is not necessarily indicative of financial results to be
achieved in future periods.



                                                                      Successor                                         Predecessor
                                      Three months        Three months         Nine months         Six months          Three months
                                          ended               ended               ended               ended                ended
                                      September 30,       September 30,       September 30,       September 30,          March 31,
                                          2021                2020                2021                2020                 2020
                                                                             (in thousands)
Revenue:
Subscription and support             $        96,163     $        73,313    

$ 266,774 $ 129,460 $ 65,968
Professional and other services

               11,058               8,459              27,994              13,682               5,421
Total revenue                                107,221              81,772             294,768             143,142              71,389
Cost of revenue:
Subscription and support(1) (2)
(3)                                           36,528              35,996             112,575              69,975              19,699
Professional services and other(1)
(3)                                            4,939               5,034              15,500              10,592               4,699
Total cost of revenue                         41,467              41,030             128,075              80,567              24,398
Gross profit                                  65,754              40,742             166,693              62,575              46,991
Operating expenses:
Sales and marketing(1) (2) (3)                40,553              40,100             120,858              84,034              27,010
Research and development(1) (3)               15,823              14,619              47,191              36,736              19,273
General and administrative(1) (3)             14,396              13,092              38,943              47,533              17,295
Impairment on held-for-sale
goodwill (3)                                       -              29,612                   -              29,612                   -
Impairment on disposal group (3)                   -               3,389               1,218               3,389                   -
Total operating expenses                      70,772             100,812             208,210             201,304              63,578
Loss from operations                          (5,018 )           (60,070 )           (41,517 )          (138,729 )           (16,587 )
Other income (expense):
Interest income                                    -                   5                  13                  40                 313
Interest expense                             (11,251 )           (16,357 )           (44,178 )           (34,449 )                (8 )
Other income (expense), net(3)                (1,623 )               187              (2,365 )               603              (5,738 )
Total other income (expense), net            (12,874 )           (16,165 )           (46,530 )           (33,806 )            (5,433 )
Loss before income taxes                     (17,892 )           (76,235 )           (88,047 )          (172,535 )           (22,020 )
Income tax benefit (expense)                   4,631              16,062              20,022              35,788                (183 )
Net loss                             $       (13,261 )   $       (60,173 )   $       (68,025 )   $      (136,747 )     $     (22,203 )




(1)

Includes stock-based compensation as follows:


                                                                      Successor                                         Predecessor
                                      Three months        Three months         Nine months         Six months          Three months
                                          ended               ended               ended               ended                ended
                                      September 30,       September 30,       September 30,       September 30,          March 31,
                                          2021                2020                2021                2020                 2020
                                                                             (in thousands)
Cost of revenue:
Subscription and support             $           257     $           333     $           652     $           653       $         301
Professional services and other                  323                 222                 610                 463                 285
Sales and marketing                            2,139               1,843               4,814               5,435               1,977
Research and development                       2,292               2,149               4,896               7,193               1,874
General and administrative                     3,368               2,175               6,750              26,806               2,672

Total stock-based compensation $ 8,379 $ 6,722

 $        17,722     $        40,550       $       7,109




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(2)

Includes amortization of intangible assets related to acquisitions as follows:


                                                                        Successor                                         Predecessor
                                        Three months        Three months         Nine months         Six months          Three months
                                            ended               ended               ended               ended                ended
                                        September 30,       September 30,       September 30,       September 30,          March 31,
                                            2021                2020                2021                2020                 2020
                                                                               (in thousands)
Cost of revenue:
Subscription and support               $        15,582     $        15,000     $        46,412     $        30,167       $       1,293
Sales and marketing                             18,008              17,617              53,900              35,430               1,293
Total amortization of
acquisition-related intangibles        $        33,590     $        32,617     $       100,312     $        65,597       $       2,586




(3)

Includes restructuring, transaction and sponsorship costs as follows:


                                                                       Successor                                         Predecessor
                                       Three months        Three months         Nine months         Six months          Three months
                                           ended               ended               ended               ended                ended
                                       September 30,       September 30,       September 30,       September 30,          March 31,
                                           2021                2020                2021                2020                 2020
                                                                              (in thousands)
Cost of revenue:
Subscription and support              $           159     $             -     $         2,108     $         2,056       $           -
Professional services and other                    28                  70                 883                 856                  66
Sales and marketing                                99               1,420               2,551               3,706                 556
Research and development                          226               1,017               2,904               3,581               1,273
General and administrative                      1,519               4,556               8,378               7,117               6,465
Impairment on disposal group                        -               3,389               1,218               3,389                   -
Impairment on held-for-sale
goodwill                                            -              29,612                   -              29,612                   -
Other income (expense), net                    (1,610 )               618              (1,610 )               618              (5,757 )
Total restructuring, transaction
and sponsor related costs             $         3,641     $        39,446     $        19,652     $        49,699       $      14,117




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                                                       Successor                                       Predecessor
                              Three months    Three months     Nine months      Six months               Three months
                                  ended           ended           ended           ended                      ended
                              September 30,   September 30,   September 30,   September 30,                March 31,
                                  2021            2020            2021             2020                      2020
                                                   (as a percentage of total revenue)
Revenue:
Subscription and support                90%             90%             91%              90%                        92%
Professional services and
other                                    10              10               9               10                         8%
Total revenue                           100             100             100              100                        100
Cost of revenue:
Subscription and support                 34              44              38               49                         28
Professional services and
other                                     5               6               5                7                          7
Total cost of revenue                    39              50              43               56                         35
Gross profit                             61              50              57               44                         65
Operating expenses:
Sales and marketing                      38              49              41               59                         38
Research and development                 15              18              16               26                         27
General and administrative               13              16              13               33                         24
Impairment on held-for-sale
goodwill                                  -              36               -               21                          -
Impairment on disposal
group                                     -               4               -                2                          -
Total operating expenses                 66             123              70              141                         89
Loss from operations                    (5)            (73)            (13)             (97)                       (24)
Other income (expense):
Interest income                           -               -               -                -                          -
Interest expense                       (10)            (20)            (15)             (24)                          -
Other expense                           (2)               -             (1)                -                        (8)
Total other income
(expense), net                         (12)            (20)            (16)             (24)                        (8)
Loss before income taxes               (17)            (93)            (29)            (121)                       (32)
Income tax benefit
(expense)                                 4              20               7               25                        (1)
Net loss                              (13)%           (73)%           (22)%            (96)%                      (33)%




Comparison of the unaudited Three Months Ended September 30, 2021 (Successor)
and unaudited Three Months Ended September 30, 2020 (Successor) and comparison
of the unaudited Nine Months Ended September 30, 2021 (Successor), the unaudited
period from April 1, 2020 to September 30, 2020 (Successor), and the unaudited
period from January 1, 2020 to March 31, 2020 (Predecessor).



Revenue



                               Successor                                                       Successor                     Predecessor
                   Three months        Three months                                 Nine months         Six months          Three months
                       ended               ended                                       ended               ended                ended
                   September 30,       September 30,            Change             September 30,       September 30,          March 31,
                       2021                2020            Amount        %             2021                2020                 2020
                                                        (dollars in thousands)
Subscription
and support       $        96,163     $        73,313     $ 22,850         31 %   $       266,774     $       129,460       $      65,968
Professional
services and
other                      11,058               8,459        2,599         31              27,994              13,682               5,421
Total revenue     $       107,221     $        81,772     $ 25,449         31 %   $       294,768     $       143,142       $      71,389




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Three month change

Subscription and support revenue increased $22.9 million for the unaudited three
months ended September 30, 2021 (Successor) due to an increase in new customers,
growth from existing customers through upselling historical products and
cross-selling new products, contributions from our recent acquisitions, and the
effects of acquisition accounting from Accounting Standards Codification ("ASC")
Topic 805 ("ASC 805").

Professional services and other revenues increased $ 2.6 million for the three unaudited months ended September 30, 2021 (Successor) due to the same factors discussed above.

Nine month change

Subscription and support revenue was $266.8 million for the unaudited nine
months ended September 30, 2021 (Successor), $129.5 million for the unaudited
six months ended September 30, 2020 (Successor), and $66.0 million for the
unaudited three months ended March 31, 2020 (Predecessor). This increase was due
to the increase in new and existing customers, as discussed above, partly as a
result of COVID-19, as well as the effects of acquisition accounting from ASC
805.

Professional services and other revenue was $28.0 million for the unaudited nine
months ended September 30, 2021 (Successor), $13.7 million for the unaudited six
months ended September 30, 2020 (Successor), and $5.4 million for the unaudited
three months ended March 31, 2020 (Predecessor). This increase was due to the
increase in new and existing customers, as discussed above, partly as a result
of COVID-19, as well as the effects of acquisition accounting from ASC 805.

Cost of Revenue



                                   Successor                                                          Successor                     Predecessor
                       Three months        Three months                                    Nine months         Six months          Three months
                           ended               ended                                          ended               ended                ended
                       September 30,       September 30,              Change              September 30,       September 30,          March 31,
                           2021                2020            Amount          %              2021                2020                 2020
                                                              (dollars in thousands)
Cost of revenue:
Subscription and
support               $        36,528     $        35,996     $     532            1 %   $       112,575     $        69,975       $      19,699
Professional
services and other              4,939               5,034           (95 )         (2 )            15,500              10,592               4,699
Total cost of
revenue               $        41,467     $        41,030     $     437            1 %   $       128,075     $        80,567       $      24,398
Gross margin
percentage
Subscription and
support revenue                    62 %                51 %                                           58 %                46 %                70 %
Professional
services and other                 55                  40                                             45                  23                  13
Total gross margin                 61                  50                                             57                  44                  66




Three month change

The total cost of income has increased $ 0.4 million for the three unaudited months ended September 30, 2021 (Successor) due to increased software expenses, amortization of acquisition-related intangible assets and subcontractor costs.

Subscription and support cost of revenue increased $0.5 million for the
unaudited three months ended September 30, 2021 (Successor) due to an increase
in software costs, amortization of acquisition-related technology and
third-party contractors. Web hosting and third-party software license costs
increased $0.4 million due to the increase in total customers. Amortization
costs increased $0.4 million due to an increase in acquisition-related
technology related to the acquisition of Eesysoft. Third-party consultants and
contractors increased $1.4 million due to outsourcing customer support during
our peak busy season. The increases were offset by a decrease of $1.1 million
related to the salaries, wages, and employee-related benefits due to lower
headcount. Additional offsets are due to a decrease in office rent and related
expenses of $0.5 million.

Professional services and other cost of revenue decreased $0.1 million for the
unaudited three months ended September 30, 2021 (Successor) due to a decrease of
$0.3 million related to systems and hardware, office rent and communication
expenses, and depreciation. This was offset by an increase in stock-based
compensation expense and other employee-related expenses of $0.2 million.

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Nine month change

Subscription and support cost of revenue was $112.6 million for the unaudited
nine months ended September 30, 2021 (Successor), $70.0 million for the
unaudited six months ended September 30, 2020 (Successor), and $19.7 million for
the unaudited three months ended March 31, 2020 (Predecessor). This increase was
due to the increase in amortization of acquisition-related intangibles of $13.2
million, an increase in web hosting expenses of $7.7 million and other software
expenses of $1.5 million. Additionally, expenses related to third-party
consultants and contractors increased by $1.6 million, and employee-related and
marketing expenses increased by $0.3 million. These increases were offset by
decreases of $1.3 million in salaries and wages due to decreased headcount, and
decreases in rent expense, communication expense, and other allocated costs of
$0.03 million due to moving our support organization to remote workers.

Professional services and other cost of revenue was $15.5 million for the
unaudited nine months ended September 30, 2021 (Successor), $10.6 million for
the unaudited six months ended September 30, 2020 (Successor), and $4.7 million
for the unaudited three months ended March 31, 2020 (Predecessor). This increase
was due to an increase in payroll expense of $0.5 million, offset by a decrease
in systems and hardware expense of $0.2 million and depreciation expense of $0.1
million.

Operating Expenses

Sales and Marketing



                              Successor                                                          Successor                     Predecessor
                  Three months        Three months                                    Nine months         Six months          Three months
                      ended               ended                                          ended               ended                ended
                  September 30,       September 30,             Change               September 30,       September 30,          March 31,
                      2021                2020            Amount          %              2021                2020                 2020
                                                         (dollars in thousands)
Sales and
marketing        $        40,553     $        40,100     $     453           1 %    $       120,858     $        84,034       $      27,010
Percentage of
revenue                                                                                          41 %                59 %                38 %




Three month change

Sales and marketing expenses increased $0.5 million for the unaudited three
months ended September 30, 2021 (Successor) due to an increase in payroll,
travel and other employee-related costs of $0.9 million, as select offices began
to reopen from the COVID-19 closures. Additionally, amortization of
acquisition-related intangibles increased $0.3 million, and marketing expenses
increased $0.2 million. These increases were offset by decreases in consultants
and contractors of $0.7 million, and a decrease in office rent of $0.2 million.

Nine month change

Sales and marketing expense was $120.9 million for the unaudited nine months
ended September 30, 2021 (Successor), $84.0 million for the unaudited six months
ended September 30, 2020 (Successor), and $27.0 million for the unaudited three
months ended March 31, 2020 (Predecessor). This increase was due to increases in
amortization of acquisition-related intangibles of $16.8 million, increases in
marketing expenses related to lead generation of $0.8 million, increases in
software expenses of $0.3 million, and increases in other employee-related
expenses of $0.6 million. These increases were offset by decreases in payroll
and stock-based compensation expenses of $8.0 million, and decreases in office
rent and communication expenses of $0.7 million.

Research and Development



                                Successor                                                         Successor                     Predecessor
                    Three months        Three months                                   Nine months         Six months          Three months
                        ended               ended                                         ended               ended                ended
                    September 30,       September 30,             Change              September 30,       September 30,          March 31,
                        2021                2020            Amount         %              2021                2020                 2020
                                                          (dollars in thousands)
Research and
development        $        15,823     $        14,619     $  1,204           8 %    $        47,191     $        36,736       $      19,273
Percentage of
revenue                                                                                           16 %                26 %                27 %




                                       43
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Three month change

Research and development expenses increased $1.2 million for the unaudited three
months ended September 30, 2021 (Successor) due to an increase in
employee-related costs and third party consultants and contractors.
Employee-related costs, including payroll and travel, increased $0.7 million and
third party consultants and contractors increased by $1.1 million. These
increases were offset by an decrease of $0.6 million in allocated office rent.

Nine month change

Research and development expense was $47.2 million for the unaudited nine months
ended September 30, 2021 (Successor), $36.7 million for the unaudited six months
ended September 30, 2020 (Successor), and $19.3 million for the unaudited three
months ended March 31, 2020 (Predecessor). This decrease was due to a decrease
in employee-related costs, including severance and stock-based compensation, of
$10.2 million. Additionally, we saw decreases in systems and hardware expense of
$1.4 million and decreases in allocated office rent of $0.9 million. These
decreases were offset by an increase of $3.6 million in third-part consultants
and contracts, and other employee related expenses of $0.1 million.

General and Administrative



                                   Successor                                                         Successor                     Predecessor
                       Three months        Three months                                   Nine months         Six months          Three months
                           ended               ended                                         ended               ended                ended
                       September 30,       September 30,             Change              September 30,       September 30,          March 31,
                           2021                2020            Amount         %              2021                2020                 2020
                                                             (dollars in thousands)
General and
administrative        $        14,396     $        13,092     $  1,304          10 %    $        38,943     $        47,533       $      17,295
Percentage of
revenue                                                                                              13 %                33 %                24 %




Three month change

General and administrative expenses increased by $1.3 million for the unaudited
three months ended September 30, 2021 (Successor) due to an increase in
employee-related and insurance costs. Employee-related costs, including payroll,
stock-based compensation, and travel, increased by $2.4 million. Expenses
related to D&O insurance increased by $0.9 million, and recruiting expenses
increased by $0.2 million. These increases were offset by a decrease in legal
fees of $1.9 million and other insignificant decreases in taxes and fees, and
bad debt expense of $0.3 million.

Nine month change

General and administrative expense was $38.9 million for the unaudited nine
months ended September 30, 2021 (Successor), $47.5 million for the unaudited six
months ended September 30, 2020 (Successor), and $17.3 million for the unaudited
three months ended March 31, 2020 (Predecessor). This decrease was due to a
decrease in payroll and stock-based compensation expense of $22.6 million, legal
fees and expenses of $3.7 million, as well as a decrease in other taxes and
fees, and bad debt expense of $0.9 million. These decreases were offset by an
increase in insurance expenses of $1.0 million and other employee related and
travel expenses of $0.3 million.

Other Income (Expense), Net



                              Successor                                                          Successor                       Predecessor
                  Three months        Three months                                    Nine months          Six months           Three months
                      ended               ended                                          ended                ended                 ended
                  September 30,       September 30,             Change               September 30,        September 30,           March 31,
                      2021                2020            Amount          %              2021                 2020                  2020
                                                         (dollars in thousands)
Other income
(expense), net   $       (12,874 )   $       (16,165 )   $   3,291         (20 )%   $       (46,530 )    $       (33,806 )      $      (5,433 )
Percentage of
revenue                                                                                         (16 )%               (24 )%                (8 )%




                                       44
--------------------------------------------------------------------------------


Three month change

Other income (expense), net includes interest income and expense and the impact
of foreign currency transaction gains and losses. Other income (expense), net
increased $3.3 million for the unaudited three months ended September 30, 2021
(Successor) as a result of a decreased interest expense of $5.1 million due to
reduced interest rate on our Term Loan (as defined below), and prepayments made
on the principal with proceeds from the IPO and the exercise of the
underwriters' overallotment option. Additional decreases of $0.5 million was due
to the disposal of assets in the prior period. These decreases were offset by
increases in realized and unrealized foreign currency losses of $2.3 million.

Nine month change

Other income (expense), net was $(46.5) million for the unaudited nine months
ended September 30, 2021 (Successor), $(33.8) million for the unaudited six
months ended September 30, 2020 (Successor), and $(5.4) million for the
unaudited three months ended March 31, 2020 (Predecessor). This increase in
expense was due to an increase in interest expense related to our Term Loan of
$9.7 million resulting from additional debt acquired in December 2020.
Additional increases were due to an increase in realized and unrealized foreign
currency losses of $2.2 million, and decrease in interest income from marketable
securities of $0.3 million. These increases were offset by a decrease in expense
related to the disposal of leased property and other assets, which occurred in
the prior period.

Liquidity and capital resources

As of September 30, 2021 (unaudited) and December 31, 2020, our principal
sources of liquidity were cash, cash equivalents and restricted cash totaling
$231.8 million and $151.0 million, respectively, which was held for working
capital purposes, as well as the available balance of our Credit Facilities, (as
defined below). As of September 30, 2021 (unaudited) and December 31, 2020, our
cash equivalents were comprised of money market funds. We expect our operating
cash flows to improve as we increase our operational efficiency and experience
economies of scale.

We have financed our operations through cash received from operations, debt
financing and equity contributions from Thoma Bravo, and more recently, our IPO.
We believe our existing cash and cash equivalents, our Credit Facilities and
cash provided by sales of our solutions and services will be sufficient to meet
our working capital and capital expenditure needs for at least the next 12
months. Our future capital requirements will depend on many factors including
our growth rate, the timing and extent of spending to support development
efforts, the expansion of sales and marketing activities, the introduction of
new and enhanced products and services offerings, and the continuing market
acceptance of our products. In the future, we may enter into arrangements to
acquire or invest in complementary businesses, services and technologies.

We may be required to seek additional equity or debt financing. In the event
that additional financing is required from outside sources, we may not be able
to raise it on terms acceptable to us or at all. If we are unable to raise
additional capital or generate cash flows necessary to expand our operations and
invest in new technologies, this could reduce our ability to compete
successfully and harm our results of operations.

A portion of our customers pay in advance for subscriptions, a portion of which
is recorded as deferred revenue. Deferred revenue consists of the unearned
portion of billed fees for our subscriptions, which is later recognized as
revenue in accordance with our revenue recognition policy. As of September 30,
2021 (unaudited), we had deferred revenue of $287.1 million, of which $270.4
million was recorded as a current liability and is expected to be recorded to
revenue in the next 12 months, provided all other revenue recognition criteria
have been met. As of December 31, 2020, we had deferred revenue of $204.9
million, of which $192.9 million was recorded as a current liability.

The following table shows our cash flows for the unaudited nine months ended
September 30, 2021 (Successor), the unaudited six months ended September 30,
2020 (Successor), and unaudited three months ended March 31, 2020 (Predecessor):



                                                            Successor                     Predecessor
                                                 Nine months         Six months          Three months
                                                    ended               ended                ended
                                                September 30,       September 30,          March 31,
                                                    2021                2020                 2020
                                                                   (in thousands)
Net cash provided by (used in) operating
activities                                     $       108,816     $        41,960       $     (57,058 )
Net cash provided by (used in) investing
activities                                              26,372          (1,904,855 )            14,871
Net cash provided by (used in) financing
activities                                             (54,353 )         2,016,728                (346 )




                                       45
--------------------------------------------------------------------------------


Our cash flows are subject to seasonal fluctuations. A significant portion of
our contracts have terms that coincide with our academic customers' typical
fiscal year-end of June 30. Historical experience has shown an increase in new
and renewed contracts as well as anniversary billings, all of which immediately
precede the beginning of our academic customers' typical fiscal year-end. We
typically invoice SaaS fees annually upfront with credit terms of net 30 or 60
days. In turn, our cash flows from operations are affected by this seasonality
and are typically reflected in higher cash flow, accounts receivable and
deferred revenue balances for the second and third quarter of each year.



Credit facilities

On March 24, 2020, we entered into a credit agreement with a syndicate of
lenders and Golub Capital Markets LLC, as administrative agent and collateral
agent, and Golub Capital Markets LLC and Owl Rock Capital Advisors LLC, as joint
bookrunners and joint lead arrangers (the "Credit Agreement"). The Credit
Agreement provided for a senior secured term loan facility (the "Initial Term
Loan") in an original aggregate principal amount of $775.0 million, which was
supplemented by an incremental term loan pursuant to the First Incremental
Amendment and Waiver to Credit Agreement, dated as of December 22, 2020, in a
principal amount of $70.0 million (the "Incremental Term Loan" and, together
with the Initial Term Loan, the "Term Loan"). The Credit Agreement also provided
for a senior secured revolving credit facility in an aggregate principal amount
of $50.0 million (the "Revolving Credit Facility" and, together with the Term
Loan, the "Credit Facilities"). The Revolving Credit Facility included a $10.0
million sublimit for the issuance of letters of credit.

The Credit Agreement required us to repay the principal of the Term Loan in
equal quarterly repayments equal to 0.25% of the original principal amount of
Term Loan. Further, until the last day of the quarter ending June 30, 2021, the
Credit Facilities bore interest at a rate equal to (i) 6.00% plus the highest of
(x) the prime rate (as determined by reference to the Wall Street Journal), (y)
the Federal funds open rate plus 0.50% per annum, and (z) a daily Eurodollar
rate based on an interest period of one month plus 1.00% per annum or (ii) the
Eurodollar rate plus 7.00% per annum, subject to a 1.00% Eurodollar floor.
Thereafter, on the last day of each of the five full fiscal quarters, we had the
option ("Pricing Grid Election") to (i) retain the aforementioned applicable
margins or (ii) switch to the applicable margins set forth on a pricing grid
which, subject to certain pro forma total net leverage ratio limits, provides
for applicable margins ranging from 5.50% to 7.00%, in the case of Eurodollar
loans, and 4.50% to 6.00% in the case of ABR Loan. The applicable margins set
forth on the pricing grid became mandatory beginning on the tenth full fiscal
quarter ending after March 24, 2020.

At May 27, 2021, the Company exercised its option to choose a pricing schedule. Therefore, the applicable margin of the Company for Eurodollar loans under the credit facilities was 5.5% as of September 30, 2021.

We were also required to pay a commitment fee of up to 0.50% per annum of unused
commitments under the Revolving Credit Facility, letter of credit fees on a per
annum basis, and customary fronting, issuance, and administrative fees for the
issuance of letters of credit.

As of September 30, 2021 (unaudited), we had outstanding borrowings of $531.3
million of the Term Loan, no outstanding borrowings under our Revolving Credit
Facility and $4.3 million outstanding under letters of credit, respectively.
With proceeds from our IPO, we made a principal payment in August 2021 of $224.3
million on our outstanding Term Loan. Subsequently, following the exercise of
the underwriter's overallotment of shares, we made a principal payment of $30.8
million on its outstanding Term Loan. In connection with the payments, we also
incurred a 1.5% prepayment premium.

On October 29, 2021, we entered into the Refinancing, providing for Senior
Secured Credit Facilities consisting of a $500.0 million Senior Term Loan and a
$125.0 million Senior Revolver. The proceeds from the new Senior Term Loan were
used, in addition to cash on hand, to refinance, in full, all existing
indebtedness under the Credit Agreement, and to pay certain fees and expenses
incurred in connection with the entry into the JPMorgan Credit Agreement and
Refinancing.

Operating Activities

Net cash provided by (used in) operating activities consists of the adjusted net loss of certain non-cash items, including stock-based compensation, depreciation and amortization and other non-cash charges , sharp.

                                       46

--------------------------------------------------------------------------------


Net cash provided by operating activities during the unaudited nine months ended
September 30, 2021 (Successor) was $108.8 million, which was attributable to a
net loss of $68.0 million adjusted for certain non-cash items, including $11.5
million of stock-based compensation expense, $103.0 million depreciation and
amortization, $2.0 million in amortization of debt discount and issuance costs,
$1.2 million of impairment on disposal group, and $1.6 million in other non-cash
items. These amounts were offset by a decrease to deferred income taxes of $20.3
million. Working capital sources of cash included a net increase of $72.8
million in deferred revenue and accounts receivable resulting from the
seasonality of our business where a significant number of our customer
agreements occur in the second and third quarter each year. Prepaid expenses and
other current assets decreased by $0.1 million, accounts payable and accrued
liabilities increased by $8.6 million, deferred commissions increased by $5.6
million, lease liabilities decreased by $4.7 million, other liabilities
decreased by $0.9 million, and right-of-use assets decreased by $7.6 million.

Net cash provided by operating activities during the unaudited six months ended
September 30, 2020 (Successor) was $42.0 million, which was attributable to our
net loss of $136.7 million adjusted for certain non-cash items, including $3.1
million of stock-based compensation expense, $68.0 million of depreciation and
amortization, $1.0 million in amortization of debt discount and issuance costs,
$33.0 million of impairment on disposal group and held-for-sale goodwill, and
$1.4 million in other non-cash items. These amounts were offset by a decrease to
deferred income taxes of $36.1 million. These amounts were offset by a decrease
to deferred income taxes of $36.1 million. Working capital sources of cash
included a net increase of $108.7 million in deferred revenue and accounts
receivable resulting from the seasonality of our business where a significant
number of customer agreements occur in the second and third quarter of each
year. Prepaid expenses and other current assets decreased by $21.4 million,
right-of-use assets decreased by $5.3 million, and deferred commissions
decreased by $19.0 million. These were offset by increases of $4.0 million in
other liabilities and $11.8 million in accounts payable and accrued liabilities.

Net cash used in operating activities during the unaudited three months ended
March 31, 2020 (Predecessor) was $57.1 million, which was attributable to our
net loss of $22.2 million adjusted for certain non-cash items, including $7.1
million of stock-based compensation expense, $5.6 million of depreciation and
amortization, and $2.0 million in other non-cash items. Working capital sources
of cash included a net decrease of $25.1 million in deferred revenue and
accounts receivable resulting from the seasonality of our business where a
significant number of customer agreements occur in the second and third quarter
of each year. As a result of our leasing activity, our right-of-use assets and
lease liabilities resulted in a net decrease of $3.0 million. Accounts payable
and accrued liabilities increased by $2.2 million, while deferred commissions
increased by $1.5 million. These were offset by a decrease of $25.1 million in
prepaid expenses and other current assets due to renewal of annual contracts to
begin fiscal year 2020.

Investing Activities

Our investing activities have consisted of business acquisitions, property and
equipment purchases for computer-related equipment and capitalization of
software development costs. Capitalized software development costs are related
to new applications or improvements to our existing software platform that
expand the functionality for our customers.

Net cash provided by investing activities during the unaudited nine months ended
September 30, 2021 (Successor) was $26.4 million, consisting of $46.0 million
due to the sale of our Bridge business, which was offset by our acquisition of
Eesysoft of $16.9 million, and purchases of property and equipment of $2.8
million.

Net cash used in investing activities during the unaudited closed semester
September 30, 2020 (Successor) was $ 1,904.9 million, consisting of acquisitions of companies from $ 1,904.1 million, and purchases of goods and equipment from
$ 0.9 million.

Net cash flow generated by investing activities during the unaudited closed quarter March 31, 2020 (predecessor) was $ 14.9 million, made up of the cash maturities of our negotiable securities of $ 15.6 million. These were offset by purchases of tangible fixed assets of $ 0.7 million.

Fundraising activities

Our financing activities have consisted of borrowings of long-term debt, capital
contributions received from stockholders, and selling our common stock from our
IPO.

Net cash used in financing activities during the unaudited nine months ended
September 30, 2021 (Successor) was $54.4 million, which consisted of $307.9
million of principal payments made on our long-term debt, $3.8 million of
prepayment premium paid in connection with our principal debt payments, $1.3
million of shares repurchased for tax withholdings on vesting of restricted
stock, and distributions to stockholders of $0.9 million. These cash outflows
were offset by $259.6 million of IPO proceeds, net of offering costs paid of
$5.7 million.

Net cash provided by financing activities during the unaudited six months ended
September 30, 2020 (Successor) was $2,016.7 million, which consisted of $763.3
of borrowings, net of debt discount and issuance costs totaled, which was offset
by $3.9 million of principal payments made during the period. Total proceeds
from contributions from stockholders was $1,257.3 million.

                                       47

--------------------------------------------------------------------------------


Net cash used in financing activities during the unaudited three months ended
March 31, 2020 (Predecessor) was $0.3 million, which consisted of $1.1 million
in proceeds received from the issuance of common stock under employee equity
plans, including the exercise of stock options, offset by $1.4 million in shares
repurchased for tax withholdings on vesting of restricted stock.

Obligations and contractual commitments

As of September 30, 2021, there had been no material changes, outside of the
ordinary course of business, in the Company's outstanding contractual
obligations disclosed in the Company's Prospectus dated July 21, 2021 filed with
the SEC in connection with the IPO.


Off-balance sheet provisions

During the nine months ended September 30, 2021 and 2020, we did not have any
relationships with any entities or financial partnerships, such as structured
finance or special purpose entities established for the purpose of facilitating
off-balance sheet arrangements or other purposes.

Critical accounting conventions and estimates

Our consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue, costs and
expenses, and related disclosures. On an ongoing basis, we evaluate our
estimates and assumptions. Our actual results may differ from these estimates
under different assumptions or conditions.

Certain accounting policies involve significant judgments and assumptions by
management, which have a material impact on the carrying value of assets and
liabilities and the recognition of income and expenses. Management considers
these accounting policies to be critical accounting policies. The estimates and
assumptions used by management are based on historical experience and other
factors, which are believed to be reasonable under the circumstances. The
significant accounting policies which we believe are the most critical to aid in
fully understanding and evaluating our reported financial results are described
in Note 2-Summary of Significant Accounting Policies included in this Form 10-Q.

Recent accounting position

For more information on recent accounting pronouncements, see Recent accounting pronouncements in the Notes to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Non-GAAP financial measures

In addition to our results determined in accordance with U.S. GAAP, we believe
the following non-GAAP measures are useful in evaluating our operating
performance and liquidity. We believe 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 U.S. 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
U.S. GAAP, and may be different from similarly-titled non-GAAP measures used by
other companies. A reconciliation is provided below for each non-GAAP financial
measure to the most directly comparable financial measure stated in accordance
with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP
financial measures and the reconciliation of these non-GAAP financial measures
to their most directly comparable U.S. GAAP financial measures.



                                                                       Successor                                         Predecessor
                                       Three months        Three months         Nine months         Six months          Three months
                                           ended               ended               ended               ended                ended
                                       September 30,       September 30,       September 30,       September 30,          March 31,
                                           2021                2020                2021                2020                 2020
                                                                               (in thousands)
Other Financial Data:
Non-GAAP operating income (1)                  40,361              25,483             103,030              37,324               1,468
Free cash flow (2)                            160,006              99,516             106,056              41,169             (57,771 )
Adjusted EBITDA (3)                            41,257              26,388             105,013              39,780               4,809
Allocated Combined Receipts (4)               108,600              87,922             303,239             162,731              71,389




                                       48
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(1)

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 and Eesysoft acquisitions that we do
not believe are reflective of our ongoing operations.
(2)
We define "free cash flow" as net cash provided by (used in) operating
activities less purchases of property and equipment and intangible assets, net
of proceeds from disposals of property and equipment.
(3)
"EBITDA" is defined as earnings before debt-related costs, including interest
and loss on debt extinguishment, provision 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 and Eesysoft
acquisitions.
(4)
"Allocated Combined Receipts" is defined 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 the
Take-Private Transaction and Certica and Eesysoft acquisitions that we do not
believe are reflective of our ongoing operations.



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 and Eesysoft 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 this 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.

The following table presents a reconciliation of operating loss and non-GAAP operating income for each of the periods indicated:


                                                                      Successor                                         Predecessor
                                      Three months        Three months         Nine months         Six months          Three months
                                          ended               ended               ended               ended                ended
                                      September 30,       September 30,       September 30,       September 30,          March 31,
                                          2021                2020                2021                2020                 2020
                                                                             (in thousands)
Loss from operations                          (5,018 )           (60,070 )           (41,517 )          (138,729 )           (16,587 )
Stock-based compensation                       8,379               6,722              17,722              40,550               7,109
Restructuring, transaction and
sponsor related costs                          2,031              40,064              18,042              50,317               8,360
Amortization of
acquisition-related intangibles               33,590              32,617             100,312              65,597               2,586
Fair value adjustments to deferred
revenue in connections with
purchase accounting                            1,379               6,150               8,471              19,589                   -
Non-GAAP operating income            $        40,361     $        25,483     $       103,030     $        37,324       $       1,468




                                       49
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Free Cash Flow



We define free cash flow as net cash provided by (used in) 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. We use free cash flow in conjunction with
traditional U.S. GAAP measures as part of our overall assessment of our
liquidity, including the preparation of our annual operating budget and
quarterly forecasts, to evaluate the effectiveness of our business strategies,
and to communicate with our Board concerning our liquidity.



The following table presents a reconciliation of the net cash flows generated by (used in) operating activities and the free cash flow for each of the periods indicated:


                                                                      Successor                                         Predecessor
                                      Three months        Three months         Nine months         Six months          Three months
                                          ended               ended               ended               ended                ended
                                      September 30,       September 30,       September 30,       September 30,          March 31,
                                          2021                2020                2021                2020                 2020
                                                                             (in thousands)
Net cash provided by (used in)
operating activities                 $       161,183     $       100,285    

$ 108,816 $ 41,960 $ (57,058)
Purchases of tangible and intangible assets

               (1,193 )              (807 )            (2,800 )              (858 )              (732 )
Proceeds from disposals of
property and equipment                            16                  38                  40                  67                  19
Free cash flow                       $       160,006     $        99,516     $       106,056     $        41,169       $     (57,771 )




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 and Eesysoft
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.

We believe that adjusted EBITDA provides useful information to investors and
others in understanding and evaluating our operating results in the same manner
as our management team and Board. In addition, it provides a useful measure for
period-to-period comparisons of our business, as it removes the effect of
certain non-cash expenses and certain variable charges.

Adjusted EBITDA has limits as a financial measure, should be considered to be additional in nature and is not intended to be a substitute for related financial information prepared in accordance with we GAAP.

                                       50

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The following table presents a reconciliation of net loss and Adjusted EBITDA for each of the periods indicated:



                                                                      Successor                                         Predecessor
                                      Three months        Three months         Nine months         Six months          Three months
                                          ended               ended               ended               ended                ended
                                      September 30,       September 30,       September 30,       September 30,          March 31,
                                          2021                2020                2021                2020                 2020
                                                                              (in thousands)
Net Loss                             $       (13,261 )   $       (60,173 )  

$ (68,025) $ (136,747) $ (22,203)
Interest on outstanding debt and loss on debt extinction

                   11,247              16,357              44,170              34,449                   -
Provision (benefit) for taxes                 (4,631 )           (16,062 )           (20,022 )           (35,788 )               183
Depreciation                                     911               1,329               2,728               2,426               2,982
Amortization                                       2                   2                   5                   5                  35
Stock-based compensation                       8,379               6,722              17,722              40,550               7,109
Restructuring, transaction and
sponsor related costs                          3,641              39,446              19,652              49,699              14,117
Amortization of
acquisition-related intangibles               33,590              32,617             100,312              65,597               2,586
Fair value adjustments to deferred
revenue in connection with
purchase accounting                            1,379               6,150               8,471              19,589                   -
Adjusted EBITDA                      $        41,257     $        26,388     $       105,013     $        39,780       $       4,809



Combined receptions affected

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 the
Take-Private Transaction and Certica and Eesysoft acquisitions 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. Organic growth in current and future
periods is driven by sales to new customers and the addition of additional
subscriptions and functionality to existing customers, offset by customer
cancellations or reduced subscriptions upon renewal.

We believe that it is important to evaluate growth on this organic basis, as it
is an indication of the success of our services from the customer's perspective
that is not impacted by corporate events such as acquisitions or the fair value
estimates of acquired unearned revenue. We believe this measure is useful to
investors because it illustrates the trends in our organic revenue growth and
allows investors to analyze the drivers of revenue on the same basis as
management.

The following table provides a reconciliation of revenue and combined assigned revenue for each of the periods shown:


                                                                      Successor                                         Predecessor
                                      Three months        Three months         Nine months         Six months          Three months
                                          ended               ended               ended               ended                ended
                                      September 30,       September 30,       September 30,       September 30,          March 31,
                                          2021                2020                2021                2020                 2020
                                                (in thousands)
Revenue                              $       107,221     $        81,772     $       294,768     $       143,142       $      71,389
Fair value adjustments to deferred
revenue in connection with
purchase accounting                            1,379               6,150               8,471              19,589                   -
Allocated Combined Receipts          $       108,600     $        87,922     $       303,239     $       162,731       $      71,389




                                       51
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Forward-looking statements

This Quarterly Report on Form 10-Q contains forward-looking statements that are
subject to risks and uncertainties. All statements other than statements of
historical fact included in this prospectus are forward-looking statements.
Forward-looking statements give our current expectations and projections
relating to our financial condition, results of operations, plans, objectives,
future performance and business. You can identify forward-looking statements by
the fact that they do not relate strictly to historical or current facts. These
statements may include words such as "anticipate," "estimate," "expect,"
"project," "plan," "intend," "believe," "may," "will," "should," "can have,"
"likely" and other words and terms of similar meaning in connection with any
discussion of the timing or nature of future operating or financial performance
or other events. For example, all statements we make relating to our estimated
and projected costs, expenditures, cash flows, growth rates and financial
results or our plans and objectives for future operations, growth initiatives,
or strategies are forward-looking statements. All forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially from those that we expected, including:

?
risks associated with future stimulus packages approved by the U.S. federal
government;
?
risks associated with failing to continue our recent growth rates;
?
our ability to acquire new customers and successfully retain existing customers;
?
the effects of the 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;
?
risks to our revenue from changes in the spending policies or budget priorities
for government funding of Higher Education and K-12 institutions;
?
our ability to grow our business effectively, to scale our business and to
manage our expenses;
?
risks caused by delays in upturns or downturns being reflected in our operating
results;
?
risks and uncertainties associated with potential acquisitions;
?
our ability to use net operating losses to offset future taxable income;
?
our ability to change our pricing models, if necessary to compete successfully;
?
the length and unpredictability of our sales cycles;
?
risks associated with failure to develop our sales and marketing capabilities;
?
the competitiveness of the market in which we operate;
?
risks associated with joint ventures, platform partnerships and strategic
alliances;
?
our ability to offer high-quality professional services and support;
?
the effectiveness of our expense reduction plan;
?
risks associated with international operations;
?
our reliance on our management team and other key employees, including the
effects of recent significant changes to our executive leadership team and the
resulting transitions;
?
our ability to attract and retain qualified personnel;
?
our ability to maintain our company culture as we grow;
?
risks related our brand recognition and reputation;
?
the complexity and time-consuming nature of our billing and collections
processing;
?
our ability to adapt and respond to rapidly changing technology, evolving
industry standards and changing customer needs;
?
the impact of potential information technology or data security breaches or
other cyberattacks or other disruptions;
?
risks associated with our use of open source software, including that we make a
substantial portion of the source code for Canvas available under the terms of
an open source license;

                                       52
--------------------------------------------------------------------------------


?
risks relating to our reliance on third-party software and intellectual property
licenses;
?
the impact of real or perceived errors, failures or bugs in our solutions;
?
risks associated with lawsuits by third parties for alleged infringement,
misappropriation or other violation of their intellectual property and
proprietary rights;
?
our ability to obtain, maintain, protect and enforce our intellectual property
and proprietary rights;
?
risks related to incorrect or improper use of our solutions or our failure to
properly train customers on how to utilize our solutions;
?
privacy laws and regulations, including changes thereto, applicable to our
business;
?
risks relating to non-compliance with FERPA, COPPA and other regulatory regimes
applicable to our business;
?
risks related to changes in tax laws;
?
the impact of export and import control laws and regulations;
?
risk relating to non-compliance with anti-corruption, anti-bribery and similar
laws;
?
our ability to comply with complex procurement rules and regulations;
?
risks related to future litigation;
?
risks related to our existing and future indebtedness;
?
our ability to develop and maintain proper and effective internal control over
financial reporting;
?
our management team's limited experience managing a public company
?
our ability to correctly estimate market opportunity and forecast market growth;
?
the impact of any catastrophic events;
?
rising inflation and our ability to control costs, including our operating
costs;
?
our ability to raise additional capital or generate cash flows necessary to
expand operations and invest in new technologies; and
?
other factors disclosed in the section entitled "Risk Factors" and elsewhere in
this prospectus.



We derive many of our forward-looking statements from our operating budgets and
forecasts, which are based on many detailed assumptions. While we believe that
our assumptions are reasonable, we caution that it is very difficult to predict
the impact of known factors, and it is impossible for us to anticipate all
factors that could affect our actual results. Important factors that could cause
actual results to differ materially from our expectations, or cautionary
statements, are disclosed under the section entitled "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in this Quarterly
Report on Form 10-Q and "Risk Factors" in the Prospectus dated July 21, 2021
filed with the SEC in connection with our IPO. All written and oral
forward-looking statements attributable to us, or persons acting on our behalf,
are expressly qualified in their entirety by these cautionary statements as well
as other cautionary statements that are made from time to time in our other SEC
filings and public communications. You should evaluate all forward-looking
statements made in this prospectus in the context of these risks and
uncertainties.

We caution you that the important factors referenced above may not contain all
of the factors that are important to you. In addition, we cannot assure you that
we will realize the results or developments we expect or anticipate or, even if
substantially realized, that they will result in the consequences or affect us
or our operations in the way we expect. The forward-looking statements included
in this prospectus are made only as of the date hereof. We undertake no
obligation to update or revise any forward-looking statement as a result of new
information, future events or otherwise, except as otherwise required by law.

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