RxSight, Inc. Expands Commercial Leadership with Addition of Steve Everly as Vice-President of U.S. Sales

ALISO VIEJO, Calif., Aug. 17, 2021 (GLOBE NEWSWIRE) — (NASDAQ: RXST) – RxSight, Inc., an ophthalmic medical device company, today announced that Steve Everly has joined the company as its Vice President of U.S. Sales. In this new position, Mr. Everly will lead the continued development and expansion of the company’s sales organization.

“We are extremely excited to have Steve join RxSight® at this important time, as we build on the momentum of more than 130 practices experiencing the benefits of better medicine and better business offered by the Light Adjustable Lens, now featuring ActivShield™ technology,” said Eric Weinberg, Chief Commercial Officer of RxSight. “Steve’s deep industry relationships, decades of commercial experience and shared core values are a perfect fit for RxSight and we look forward to his contributions as we drive physician adoption of the Light Adjustable Lens system.”

Most recently, Mr. Everly served as Johnson & Johnson Vision’s Area Vice President, Surgical Sales Western U.S., responsible for all aspects of Cataract, Refractive and Ocular Surface product sales. Prior to that Mr. Everly spent nine years in roles of increasing responsibility with Abbott Laboratories ultimately becoming Director, US Refractive Sales and nine years in commercial roles at Advanced Medical Optics, Inc.

Forward-Looking Statements

This press release contains forward-looking statements, including those related to the continued development and expansion of the company’s sales organization, the building of sales momentum, the benefits of better medicine and better business and physician adoption. Such statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements, and among other things, our ability to maintain cash balances and successfully commercialize or partner our product candidates currently under development. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” or “continue” or the negative of such terms and other same terminology. These statements are only predictions based on our current expectations and projections about future events. You should not place undue reliance on these statements. Actual events or results may differ materially. In evaluating these statements, you should specifically consider various factors. These and other factors may cause our actual results to differ materially from any forward-looking statement. We undertake no obligation to update any of the forward-looking statements after the date of this press release to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

About RxSight, Inc.

RxSight, Inc. is a commercial-stage medical technology company dedicated to improving the vision of patients following cataract surgery. The RxSight Light Adjustable Lens system, comprised of the RxSight Light Adjustable Lens (LAL®), RxSight Light Delivery Device (LDD™) and accessories, is the first and only commercially available intraocular lens (IOL) technology that enables doctors to customize and optimize visual acuity for patients after cataract surgery. The LAL now features ActivShield™ technology, a revolutionary UV protection layer built into the lens. Additional information about RxSight can be found at www.rxsight.com.

Investor Relations Contact:

Philip Taylor
Gilmartin Group
415.937.5406
[email protected]

Company contact:

Roy Freeman
Sr. Director, Marketing
[email protected]



Telos Corporation to Present at Upcoming Investor Conferences

ASHBURN, Va., Aug. 17, 2021 (GLOBE NEWSWIRE) — Telos® Corporation (NASDAQ: TLS), a leading provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious organizations, today announced that John B. Wood, CEO and Mark Bendza, CFO will present and host one-on-one investor meetings at the following investor conferences:

B. Riley Securities Summer Summit

Date: Wednesday, August 18, 2021
Location: Santa Monica, CA
Management is hosting one-on-one meetings

BMO 2021 Technology Summit

Date: Wednesday, August 25, 2021
Virtual Presentation Time: 12:00 p.m. ET

Colliers Securities 2021 Institutional Investor Conference

Date: Thursday, September 9, 2021         
Management is hosting one-on-one meetings

D.A. Davidson 20

th

Annual Software and Internet Conference

Date: Thursday, September 9, 2021
Virtual Presentation Time: 3:30 p.m. ET

The presentations will be available via live audio webcast and archived for replay on Telos’ investor relations website at https://investors.telos.com/news-and-events/events.

About Telos Corporation

Telos Corporation (NASDAQ: TLS) empowers and protects the world’s most security-conscious organizations with solutions for continuous security assurance of individuals, systems, and information. Telos’ offerings include cybersecurity solutions for IT risk management and information security; cloud security solutions to protect cloud-based assets and enable continuous compliance with industry and government security standards; and enterprise security solutions for identity and access management, secure mobility, organizational messaging, and network management and defense. The company serves military, intelligence and civilian agencies of the federal government, allied nations and commercial organizations around the world. 

Media:
Mia Wilcox
[email protected]
(610) 564-6773

Investors:

Brinlea Johnson
The Blueshirt Group on behalf of Telos Corporation
[email protected]
(415) 269-2645



American Woodmark Corporation Announces First Quarter Conference Call on the Internet

American Woodmark Corporation Announces First Quarter Conference Call on the Internet

WINCHESTER, Va.–(BUSINESS WIRE)–
American Woodmark Corporation (NASDAQ: AMWD) will provide an online, real-time webcast of its conference call to discuss first quarter results on Tuesday, August 31, 2021.

The live broadcast of American Woodmark Corporation’s conference call will be available online at: http://www.americanwoodmark.com on Tuesday, August 31, beginning at 11:00 a.m. (Eastern Time). The online replay will follow immediately and continue for 30 days. A telephonic replay will be available from 2:00 p.m. (Eastern Time) August 31 through 2:00 p.m. (Eastern Time) September 7, by dialing 877-344-7529 and entering passcode 10159380.

American Woodmark Corporation manufactures and distributes kitchen, bath and home organization products for the remodeling and new home construction markets. Its products are sold on a national basis directly to home centers, builders and through a network of independent dealers and distributors. The Company presently operates 17 manufacturing facilities in the United States and Mexico and 8 primary service centers and one distribution center located throughout the United States. For more information, visit www.americanwoodmark.com.

Kevin Dunnigan

Treasury Director

540-665-9100

KEYWORDS: United States North America Virginia

INDUSTRY KEYWORDS: Retail Home Goods Residential Building & Real Estate Manufacturing Construction & Property Building Systems Other Manufacturing

MEDIA:

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Zivo Bioscience, Inc. Issues Letter to Shareholders

KEEGO HARBOR, Mich., Aug. 17, 2021 (GLOBE NEWSWIRE) — Zivo Bioscience, Inc. (NASDAQ: ZIVO, ZIVOW) (“ZIVO” and the “Company”), a biotech/agtech R&D company engaged in the development and commercialization of therapeutic, medicinal and nutritional product candidates originally derived from proprietary algal cultures, today issues a letter to shareholders from Chief Executive Officer Andrew Dahl.

To ZIVO Shareholders, Principals and Partners

2021 has turned into a watershed moment in the Company’s history and future outlook. After years of stopgap funding and on-off R&D, we find ourselves in the strongest financial position ever and a portfolio of products with great promise and prospects. The Company’s hybrid approach to R&D, working both biotech and agtech in parallel, has resulted in a robust intellectual property portfolio and engagement with some of the world’s best-known animal and human health brands.

We are committed to moving forward with commercialization efforts backed by the technical and financial resources we had worked for years to develop. This could not have happened without the active support of our investor base, those who recently joined us and those who’ve stuck with us over the years. Nor could it have been possible without a small but dedicated core team of ZIVO employees and external advisors.

Public offering and Nasdaq Up-listing

On June 2, 2021, the Company successfully completed its planned capital raise and “up-listing” to the Nasdaq stock exchange. The Company sold 2,760,000 shares of common stock and warrants to purchase up to 3,174,000 shares of stock for gross proceeds of $13.8 million. After offering expenses, the Company netted $12.2 million in capital funding that will be used to further the implementation the Company’s biotech and agtech strategies. As a result of the “up-list”, ZIVO Bioscience stock and registered warrants now trade on the Nasdaq exchange under the symbols ZIVO and ZIVOW, respectively.

Shortly after the June public offering, the Company was informed by Maxim Group, underwriters in the offering, that Maxim would be partially exercising their option to purchase additional common shares as allowed by the underwriting agreement. On July 1, 2021, Maxim purchased 150,000 shares of common stock; the Company netted proceeds of roughly $688,000. This funding event was a significant milestone for ZIVO Bioscience, providing the Company with the financial resources to advance the licensing effort for poultry gut health and start work on other animal species. Funds will also be allocated to accelerate production of the Company’s proprietary algal biomass for human nutritional applications.

Investor Relations & Events

The Company retained CORE IR, a New York based investor relations and public relations firm focused on small to mid-cap companies, to assist in establishing relationships in the capital markets, interface with investors and engage in PR activities that provide greater visibility for the Company and its mission. The Company participated in an LD Micro virtual investment seminar on June 9 and will participate in the SNN and Q3 investor conferences scheduled for August 17 and 19, respectively. Additional investor events are planned.

The Company has prepared a general investor presentation, which is posted and available on the ZIVO website under the News & Media page and accessed by clicking on the pulldown tab “Presentations”. In addition, the Company is moving forward to revamp its ZIVO website, add video segments and resume regular Project Updates postings now that the public offering and up-list have been concluded.

Poultry gut health – Biotech

The Company continues to refine its approach to poultry gut health, having completed another in vivo study in July at a poultry research facility in Maryland, conducting field trial #18 to further validate various performance characteristics of its lead product candidate. Data analysis is in progress.

The Company also tolerance-tested a process to refine its lead gut health product candidate into a semi-pure fermentation product at the same facility in July. Preliminary results were made available by the contract research group in the last week of July and data analysis by ZIVO R&D principals is currently underway. In the meantime, plans are progressing for a larger-scale test of the purification process to yield sufficient material for definitive performance validation of the purified product candidate.

In parallel with the above, ZIVO R&D principals move forward with the preparation of highly purified and synthesized versions of its poultry gut health product candidate and expect to commence in vivo studies of these highly refined actives sometime in August. Over the next few months, the Company is planning additional studies for its refined immune modulator product candidate, while simultaneously continuing discussions with leading animal health companies.

Immunomodulator complex – Biotech

Throughout 2020, the Company worked to develop production methods to create fermentate containing the Company’s biologically active molecular complex. Purification of that fermentate and subsequent analyses began in late fall of 2020. The initial fermentate manufacturing development work was largely concluded by the end of June 2021 while the purification process is still being refined and validated. Notably, production of the fermentate has been ramped up to 500+ liter scale in bioreactors.

The poultry in vivo validation of the fermentate was concluded in July, as mentioned above, with analysis of the study results pending. Various purification methods are awaiting validation as schedules permit.

The Company plans to present these processes and final product formulation to prospective licensees and joint development partners over the next few months.

Work on expanding ZIVO TLR4 modulator applications continues, beginning with pathway analyses in mouse and human cell models currently underway. Also in progress is a multi-platform in vitro project to identify and validate potential human applications.

This phenotypic testing panel consists of 12 individual primary human co-culture systems which predictively model therapeutic effects on multiple tissues and disease states. Using 148 clinically relevant biomarkers, the panel is used in the pharmaceutical industry to model vasculature, immune system, skin, lung, and general tissue biology. The panel evaluates the biological impact of the ZIVO product on potency, selectivity, safety, mechanism of action, and potential applicability to specific disease indications while predicting safety and toxicity prior to initiating in vivo testing or clinical trials. Results are expected at the close of Q3 2021.

Porcine immune health – Biotech

With funding now in place, Company principals have docketed research plans to investigate the use of the fermentate product candidate and/or purified immune-modulating molecular complex to address health issues in swine, more specifically weanlings, which are susceptible to a wide range of gut and respiratory maladies. This work is scheduled to commence once a poultry license has been closed.

Bovine mastitis testing – Biotech

Bovine mastitis testing in California has been curtailed so that Company resources can be directed to the poultry gut health initiative. Therefore, despite promising results and interest from industry, ZIVO principals concluded that the bovine research would best be paused until the poultry opportunity was fully realized and porcine testing was well underway. Once reactivated, the mastitis program will be facilitated by the learnings (e.g., mechanism of action, dose optimization, etc.) realized in the poultry and swine initiatives.

Algal biomass product development – Agtech

In 2020, ZIVO launched a product development program to investigate whether the whole of the algal biomass or components thereof held any promise as a human skin health topical product. An initial analysis was completed to determine beneficial properties and nutrients. Based on those results, the Company is accelerating the effort to develop functional ingredients and formulated products targeting the skin health market.

The ZIVO agtech product team developed a paste product candidate using rehydrated algae, which has passed initial safety tests including the USFDA Stain and Irritant Test (SIT) on Epiderm tissue and the USP 51 Preservative Efficacy Test (PET). Focus group testing revealed a viable product that may be used as a facial and body masque with promising efficacy data. Samples are being offered to prospective distributors and marketers.

An extract product candidate in the form of a serum has also been created from dried algal biomass using high-pressure homogenization. Initial testing suggests similar properties to that of the algal paste. The extract candidate is undergoing USP 51 PET, while clinical feasibility testing is expected to commence in late August and conclude in late September.

A proprietary facial mist formulation incorporating rehydrated algal biomass was developed and tested with positive feedback from an internal focus group. The product is designed to be applied to clean skin before foundation makeup to provide more uniform skin tone and texture. Compliance would be paralleled with the algal paste and extract.

The functional food ingredient applications, as explored extensively in previous years, are now back on track as capital has become available to fund expansion of biomass production capacity.

Algae production – Agtech

In Q4 2020, ZIVO executed a Phase 1 development agreement with agribusiness Grupo Alimenta and funded the startup of facility conversion at the Alimenta algae production facility in Ica, Peru. The facility commenced production immediately and delivered its first samples of ZIVO algal biomass in early January 2021 for testing in US labs.

Based on positive outcomes and a positive working relationship over the past 6 months, ZIVO is now poised to expand the Alimenta facility and build commercial-scale algae ponds to the Company’s proprietary design. In addition, the Alimenta-ZIVO team is working to expand post-harvest processing, ranging from pond harvesting and de-watering through drying and packaging of the unique ZIVO strain.

Z-Mex Farms, an American company based near Aguascalientes, Mexico has been working with ZIVO principals to build an algae production facility at its own expense and license the ZIVO algal culture and production methods. Over the last 8 months ZIVO has dedicated engineering and processing resources to design a sustainable production concept, which is intended to grow to mid-scale production over the next year. Z-Mex principals have acquired a suitable site near Aguascalientes and expect to break ground in Q3 2021.

Florida laboratory – Agtech

The commercial scaling and process improvement laboratory is currently being outfitted with ponds and bioreactors. The Ft. Myers facility will also house the Company’s living algal cultures and various lots of dried algal biomass for record and traceability uses. Dr. Laura Belicka has joined the Company at the Ft. Myers lab, working on a broad range of internal assignments. A bio will be made available on the Company’s website.

Additional staff announcements are expected.

COVID-19 Related Delays

ZIVO Bioscience conducts a significant portion of its research at academic institutions and private laboratories across the US. Complete or partial closure due to COVID-related mandates created delays and work stoppages beginning in 2020 which have had a cumulative and compounding effect on work schedules and deliverables thus far in 2021. More recently, ZIVO has experienced supply chain interruptions resulting in both schedule delays and price inflation. Vendors are cautioning that lead times may continue to be extended and their supply chains for goods and materials, particularly computer chips or equipment requiring computer chips, are backordered. The Company continues to move forward with its initiatives to the extent conditions permit, and the general picture has been improving steadily thus far.

About Zivo Bioscience, Inc.

Zivo Bioscience, Inc. (NASDAQ: ZIVO) is a Michigan-based biotech/agtech company engaged in the investigation of the health and nutritional benefits of bioactive compounds derived from its proprietary algal cultures, and the development of natural bioactive compounds for use as dietary supplements and food ingredients, as well as biologically derived and synthetic candidates for medicinal and pharmaceutical applications in humans and animals, specifically focused on the general benefits of autoimmune and inflammatory response modulation. Visit zivobioscience.com to learn more.

Forward Looking Statements

Except for any historical information, the matters discussed herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although ZIVO believes that we have a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Our actual future results may be materially different from what we expect due to factors largely outside our control, including risks that our strategic partnerships may not facilitate the commercialization or market acceptance of our products; risks that our products may not be ready for commercialization in a timely manner or at all; risks that our products will not perform as expected based on results of our pre-clinical and clinical trials; our ability to raise additional funds; uncertainties inherent in the development process of our products; changes in regulatory requirements or decisions of regulatory authorities; the size and growth potential of the markets for our products; the results of clinical trials, our ability to protect our intellectual property rights and other risks, uncertainties and assumptions, including those described under the heading “Risk Factors” in our filings with the Securities and Exchange Commission. These forward–looking statements speak only as of the date hereof and ZIVO undertakes no obligation to revise or update any forward–looking statements for any reason, even if new information becomes available in the future.

Contacts:

Investor Relations

CORE IR
516-222-2560
[email protected]

Media

CORE IR
Jules Abraham
917-885-7378
[email protected]



Smartsheet to Announce Second Quarter Fiscal Year 2022 Earnings on September 7, 2021

Smartsheet to Announce Second Quarter Fiscal Year 2022 Earnings on September 7, 2021

BELLEVUE, Wash.–(BUSINESS WIRE)–
Smartsheet Inc. (NYSE: SMAR), the enterprise platform for dynamic work, today announced that it will release its financial results for its second quarter of fiscal year 2022 which ended July 31, 2021 after the close of U.S. financial markets on September 7, 2021. Smartsheet executives will host a conference call that day at 4:30 p.m. ET (1:30 p.m. PT) to discuss the results. The dial-in number to access the call will be (877) 274-9243 or (647) 689-5417 (outside of the US). The conference ID is 1083435.

The webcast will be open to listeners through the events section of the company’s investor relations website: https://investors.smartsheet.com.

A replay of the live webcast will be available starting approximately two hours after the conclusion of the live event. The dial-in for the replay is (800) 585-8367 or (416) 621-4642.

About Smartsheet

Smartsheet (NYSE: SMAR) is the enterprise platform for dynamic work. By aligning people and technology so organizations can move faster and drive innovation, Smartsheet enables its millions of users to achieve more. Visit www.smartsheet.com to learn more.

Investor Contact:

Aaron Turner

[email protected]

Media Contact:

Chrissy Vaughn

[email protected]

KEYWORDS: United States North America Washington

INDUSTRY KEYWORDS: Technology Software

MEDIA:

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Ultragenyx Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

NOVATO, Calif., Aug. 17, 2021 (GLOBE NEWSWIRE) — Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE), a biopharmaceutical company focused on the development and commercialization of novel therapies for rare and ultra-rare diseases, today reported the grant of non-qualified stock options to purchase an aggregate of 14,445 shares of common stock of the company and 4,815 restricted stock units of the company’s common stock to two newly hired non-executive officer employees of the company. The awards were approved by the compensation committee of the company’s board of directors and granted under the Ultragenyx Employment Inducement Plan, with a grant date of August 16, 2021, as an inducement material to the new employees entering into employment with Ultragenyx in accordance with Nasdaq Listing Rule 5635(c)(4).

The restricted stock units vest over four years, with 25% of the underlying shares vesting on each anniversary of the grant date, subject to such employee being continuously employed by the company as of such vesting dates. The stock options vest over four years, with 25% of the shares underlying the option vesting on the first anniversary of the grant date and the remainder vesting with respect to 1/48th of the shares underlying the options on each monthly anniversary thereafter, subject to such employee being continuously employed by the company as of such vesting dates. The stock options have a ten-year term and an exercise price of $88.00 per share, equal to the per share closing price of Ultragenyx’s common stock on August 16, 2021.

About Ultragenyx Pharmaceutical Inc.

Ultragenyx is a biopharmaceutical company committed to bringing novel products to patients for the treatment of serious rare and ultra-rare genetic diseases. The company has built a diverse portfolio of approved therapies and product candidates aimed at addressing diseases with high unmet medical need and clear biology for treatment, for which there are typically no approved therapies treating the underlying disease.

The company is led by a management team experienced in the development and commercialization of rare disease therapeutics. Ultragenyx’s strategy is predicated upon time- and cost-efficient drug development, with the goal of delivering safe and effective therapies to patients with the utmost urgency.

For more information on Ultragenyx, please visit the company’s website at: www.ultragenyx.com.

Contact Ultragenyx
Investors & Media
Joshua Higa
(415) 475-6370



FCPT Announces Acquisition of a Two Property Portfolio for $2.7 Million

FCPT Announces Acquisition of a Two Property Portfolio for $2.7 Million

MILL VALLEY, Calif.–(BUSINESS WIRE)–
Four Corners Property Trust (NYSE:FCPT), a real estate investment trust primarily engaged in the ownership of high-quality, net-leased restaurant properties (“FCPT” or the “Company”), is pleased to announce the acquisition of a National Tire and Battery (NTB) property and a Goodyear Tire property for $2.7 million. The properties are located in strong retail corridors in Louisiana and are corporate-operated. Both the NTB and the Goodyear properties are occupied under net leases, with approximately four and ten years of term remaining, respectively. The transaction was priced at a 6.7% cap rate on rent today, exclusive of transaction costs.

About FCPT

FCPT, headquartered in Mill Valley, CA, is a real estate investment trust primarily engaged in the acquisition and leasing of restaurant properties. The Company seeks to grow its portfolio by acquiring additional real estate to lease, on a net basis, for use in the restaurant and retail industries. Additional information about FCPT can be found on the website at www.fcpt.com.

Four Corners Property Trust:

Bill Lenehan, 415-965-8031

CEO

Gerry Morgan, 415-965-8032

CFO

KEYWORDS: United States North America California Louisiana

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property REIT

MEDIA:

Werner Enterprises Announces Quarterly Dividend

OMAHA, Neb., Aug. 17, 2021 (GLOBE NEWSWIRE) — Werner Enterprises, Inc. (NASDAQ: WERN), a premier transportation and logistics provider, announced today that its Board of Directors declared a regular quarterly cash dividend of $0.12 (twelve cents) per common share. This dividend will be paid on October 19, 2021, to stockholders of record at the close of business on October 4, 2021.

Werner Enterprises has paid a quarterly cash dividend to its stockholders every quarter since July 1987.

Werner Enterprises, Inc. (NASDAQ: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2020 revenues of $2.4 billion, an industry-leading modern truck and trailer fleet, over 13,000 talented associates and our innovative Werner Edge technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.

Contact: John J. Steele
Executive Vice President, Treasurer
and Chief Financial Officer
(402) 894-3036



Instructure Announces Financial Results for Second Quarter Fiscal Year 2021

Instructure Announces Financial Results for Second Quarter Fiscal Year 2021

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

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

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

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

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

Financial Highlights:

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

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

Initial Public Offering:

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

Business and Operating Highlights:

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

Business Outlook

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

Third Quarter Fiscal 2021:

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

Full Year 2021:

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

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

Conference Call Information

Instructure’s management team will hold a conference call to discuss our second quarter results today, August 17, 2021, at 5:00 p.m. Eastern Time. The conference call can be accessed by dialing (833) 921-1674 from the United States and Canada or (236) 389-2674 internationally with conference ID 8896213. A live webcast and replay of the conference call can be accessed from the investor relations page of Instructure’s website at ir.instructure.com. An archived replay of the webcast will be available following the conclusion of the call.

About Instructure

Instructure is an education technology company dedicated to helping everyone learn together. We amplify the power of teaching and elevate the learning process, leading to improved student outcomes. Today, Instructure supports more than 30 million educators and learners at more than 6,000 organizations around the world.

Non-GAAP Financial Measures

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

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

Allocated Combined Receipts. We define Allocated Combined Receipts as the combined receipts of our Company and companies that we have acquired allocated to the period of service delivery. We calculate Allocated Combined Receipts as the sum of (i) revenue and (ii) the impact of fair value adjustments to acquired unearned revenue related to Thoma Bravo’s acquisition of Instructure (the “Take-Private Transaction”) and the Certica Holdings, LLC (“Certica”) acquisition that we do not believe are reflective of our ongoing operations. Management uses this measure to evaluate organic growth of the business period over period, as if the Company had operated as a single entity and excluding the impact of acquisitions or adjustments due to purchase accounting.

Non-GAAP Operating Income. We define non-GAAP operating income as loss from operations excluding the impact of stock-based compensation, restructuring, transaction and sponsor related costs, amortization of acquisition-related intangibles, and the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and Certica acquisition that we do not believe are reflective of our ongoing operations. We believe non-GAAP operating income is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance.

Non-GAAP Net Income. We define non-GAAP net income as net loss excluding the impact of stock-based compensation, amortization of acquisition-related intangibles, the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and Certica acquisition, and restructuring, transaction and sponsor related costs that we do not believe are reflective of our ongoing operations.

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

Free Cash Flow. We define free cash flow as net cash provided by operating activities less purchases of property and equipment and intangible assets, net of proceeds from disposals of property and equipment. We believe free cash flow facilitates period-to-period comparisons of liquidity. We consider free cash flow to be an important measure because it measures the amount of cash we generate and reflects changes in working capital.

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, “forward-looking” statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s financial guidance for the third quarter of 2021 and for the full year ending December 31, 2021 the company’s growth, customer demand and application adoption, the company’s research and development efforts and future application releases, and the company’s expectations regarding future revenue, expenses, cash flows and net income or loss.

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

These and other important risk factors are described more fully in the Company’s initial public offering prospectus filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2021, and other documents filed with the SEC and could cause actual results to vary from expectations. All information provided in this press release and in the conference call is as of the date hereof and Instructure undertakes no duty to update this information except as required by law.

INSTRUCTURE HOLDINGS, INC.

 

CONSOLIDATED BALANCE SHEETS

 

(in thousands, except per share amounts)

 

 

 

June 30,

2021

 

 

December 31,

2020

 

Assets

 

(unaudited)

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

70,200

 

 

$

146,212

 

Accounts receivable—net

 

 

144,103

 

 

 

47,315

 

Prepaid expenses

 

 

22,069

 

 

 

12,733

 

Deferred commissions

 

 

8,141

 

 

 

6,663

 

Assets held for sale

 

 

 

 

 

57,334

 

Other current assets

 

 

3,513

 

 

 

3,083

 

Total current assets

 

 

248,026

 

 

 

273,340

 

Property and equipment, net

 

 

9,953

 

 

 

11,289

 

Right-of-use assets

 

 

20,524

 

 

 

26,904

 

Goodwill

 

 

1,185,820

 

 

 

1,172,395

 

Intangible assets, net

 

 

693,621

 

 

 

755,349

 

Noncurrent prepaid expenses

 

 

3,964

 

 

 

6,269

 

Deferred commissions, net of current portion

 

 

17,399

 

 

 

16,434

 

Other assets

 

 

5,528

 

 

 

6,651

 

Total assets

 

$

2,184,835

 

 

$

2,268,631

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

15,008

 

 

$

13,302

 

Accrued liabilities

 

 

22,960

 

 

 

23,638

 

Lease liabilities

 

 

6,339

 

 

 

6,037

 

Long-term debt, current

 

 

5,639

 

 

 

6,118

 

Liabilities held for sale

 

 

 

 

 

11,834

 

Deferred revenue

 

 

237,343

 

 

 

192,864

 

Total current liabilities

 

 

287,289

 

 

 

253,793

 

Long-term debt, net of current portion

 

 

771,029

 

 

 

820,925

 

Deferred revenue, net of current portion

 

 

13,333

 

 

 

12,015

 

Lease liabilities, net of current portion

 

 

27,318

 

 

 

30,670

 

Deferred tax liabilities

 

 

43,293

 

 

 

58,601

 

Other long-term liabilities

 

 

5,375

 

 

 

4,643

 

Total liabilities

 

 

1,147,637

 

 

 

1,180,647

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, par value $0.01 per share; 252,480 shares authorized as of June 30, 2021

(unaudited) and December 31, 2020; 126,001 issued and outstanding as of June 30, 2021

(unaudited) and 126,219 issued and outstanding as of December 31, 2020.

 

 

1,260

 

 

 

1,262

 

Additional paid-in capital

 

 

1,268,683

 

 

 

1,264,703

 

Accumulated deficit

 

 

(232,745

)

 

 

(177,981

)

Total stockholders’ equity

 

 

1,037,198

 

 

 

1,087,984

 

Total liabilities and stockholders’ equity

 

$

2,184,835

 

 

$

2,268,631

 

INSTRUCTURE HOLDINGS, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands, except per share amounts)

 

 

     

 

Successor

 

 

 

Predecessor

 

 

     

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

     

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

 

     

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

 

(unaudited)

 

Revenue:

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription and support

     

 

$

84,257

 

 

$

56,147

 

 

$

170,611

 

 

$

56,147

 

 

 

$

65,968

 

Professional services and other

     

 

 

9,310

 

 

 

5,223

 

 

 

16,936

 

 

 

5,223

 

 

 

 

5,421

 

Total revenue

     

 

 

93,567

 

 

 

61,370

 

 

 

187,547

 

 

 

61,370

 

 

 

 

71,389

 

Cost of revenue:

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription and support

     

 

 

36,163

 

 

 

33,979

 

 

 

76,047

 

 

 

33,979

 

 

 

 

19,699

 

Professional services and other

     

 

 

4,811

 

 

 

5,558

 

 

 

10,561

 

 

 

5,558

 

 

 

 

4,699

 

Total cost of revenue

     

 

 

40,974

 

 

 

39,537

 

 

 

86,608

 

 

 

39,537

 

 

 

 

24,398

 

Gross profit

     

 

 

52,593

 

 

 

21,833

 

 

 

100,939

 

 

 

21,833

 

 

 

 

46,991

 

Operating expenses:

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

     

 

 

39,083

 

 

 

43,934

 

 

 

80,305

 

 

 

43,934

 

 

 

 

27,010

 

Research and development

     

 

 

14,279

 

 

 

22,117

 

 

 

31,368

 

 

 

22,117

 

 

 

 

19,273

 

General and administrative

     

 

 

11,196

 

 

 

34,441

 

 

 

24,547

 

 

 

34,441

 

 

 

 

17,295

 

Impairment on disposal group

     

 

 

 

 

 

 

 

 

1,218

 

 

 

 

 

 

 

 

Total operating expenses

     

 

 

64,558

 

 

 

100,492

 

 

 

137,438

 

 

 

100,492

 

 

 

 

63,578

 

Loss from operations

     

 

 

(11,965

)

 

 

(78,659

)

 

 

(36,499

)

 

 

(78,659

)

 

 

 

(16,587

)

Other income (expense):

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

     

 

 

 

 

 

35

 

 

 

16

 

 

 

35

 

 

 

 

313

 

Interest expense

     

 

 

(15,670

)

 

 

(18,092

)

 

 

(32,930

)

 

 

(18,092

)

 

 

 

(8

)

Other income (expense)

     

 

 

(108

)

 

 

416

 

 

 

(742

)

 

 

416

 

 

 

 

(5,738

)

Total other income (expense), net

     

 

 

(15,778

)

 

 

(17,641

)

 

 

(33,656

)

 

 

(17,641

)

 

 

 

(5,433

)

Loss before income taxes

     

 

 

(27,743

)

 

 

(96,300

)

 

 

(70,155

)

 

 

(96,300

)

 

 

 

(22,020

)

Income tax benefit (expense)

     

 

 

6,050

 

 

 

19,726

 

 

 

15,391

 

 

 

19,726

 

 

 

 

(183

)

Net loss and comprehensive loss

     

 

$

(21,693

)

 

$

(76,574

)

 

$

(54,764

)

 

$

(76,574

)

 

 

$

(22,203

)

Net loss per common share, basic and diluted

     

 

$

(0.17

)

 

$

(0.61

)

 

$

(0.43

)

 

$

(0.61

)

 

 

$

(0.58

)

Weighted average common shares used in computing basic and

diluted net loss per common share

     

 

 

126,049

 

 

 

126,240

 

 

 

126,083

 

 

 

126,240

 

 

 

 

38,369

 

INSTRUCTURE HOLDINGS, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(in thousands)

 

 

 

Successor

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

 

(unaudited)

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(21,693

)

 

$

(76,574

)

 

$

(54,764

)

 

$

(76,574

)

 

 

$

(22,203

)

Adjustments to reconcile net loss to net cash provided by

(used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

879

 

 

 

1,098

 

 

 

1,818

 

 

 

1,098

 

 

 

 

2,982

 

Amortization of intangible assets

 

 

33,363

 

 

 

32,983

 

 

 

66,728

 

 

 

32,983

 

 

 

 

2,620

 

Amortization of deferred financing costs

 

 

609

 

 

 

531

 

 

 

1,218

 

 

 

531

 

 

 

 

 

Loss on disposition

 

 

 

 

 

 

 

 

1,218

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

2,190

 

 

 

500

 

 

 

4,823

 

 

 

500

 

 

 

 

7,109

 

Deferred income taxes

 

 

(6,022

)

 

 

(19,903

)

 

 

(15,402

)

 

 

(19,903

)

 

 

 

 

Other

 

 

84

 

 

 

727

 

 

 

1,405

 

 

 

727

 

 

 

 

1,959

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(113,819

)

 

 

(96,593

)

 

 

(96,913

)

 

 

(96,593

)

 

 

 

11,903

 

Prepaid expenses and other assets

 

 

11,951

 

 

 

9,835

 

 

 

(6,970

)

 

 

9,835

 

 

 

 

(25,121

)

Deferred commissions

 

 

(2,323

)

 

 

(7,792

)

 

 

(2,375

)

 

 

(7,792

)

 

 

 

1,469

 

Right-of-use assets

 

 

1,138

 

 

 

3,694

 

 

 

6,380

 

 

 

3,694

 

 

 

 

4,509

 

Accounts payable and accrued liabilities

 

 

8,438

 

 

 

(3,821

)

 

 

(195

)

 

 

(3,821

)

 

 

 

2,187

 

Deferred revenue

 

 

94,544

 

 

 

92,161

 

 

 

44,058

 

 

 

92,161

 

 

 

 

(36,983

)

Lease liabilities

 

 

(1,407

)

 

 

907

 

 

 

(3,050

)

 

 

907

 

 

 

 

(7,489

)

Other liabilities

 

 

(1,567

)

 

 

3,922

 

 

 

(346

)

 

 

3,922

 

 

 

 

 

Net cash provided by (used in) operating activities

 

 

6,365

 

 

 

(58,325

)

 

 

(52,367

)

 

 

(58,325

)

 

 

 

(57,058

)

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(1,196

)

 

 

(51

)

 

 

(1,607

)

 

 

(51

)

 

 

 

(732

)

Proceeds from sale of property and equipment

 

 

15

 

 

 

29

 

 

 

24

 

 

 

29

 

 

 

 

19

 

Proceeds from sale of Bridge

 

 

 

 

 

 

 

 

46,018

 

 

 

 

 

 

 

 

Business acquisitions, net of cash received

 

 

(16,030

)

 

 

(1,904,064

)

 

 

(16,030

)

 

 

(1,904,064

)

 

 

 

 

Maturities of marketable securities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,584

 

Net cash provided by (used in) investing activities

 

 

(17,211

)

 

 

(1,904,086

)

 

 

28,405

 

 

 

(1,904,086

)

 

 

 

14,871

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock from employee equity plans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,067

 

Shares repurchased for tax withholdings on vesting of restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,413

)

Proceeds from issuance of term debt, net of discount

 

 

 

 

 

763,276

 

 

 

 

 

 

763,276

 

 

 

 

 

Proceeds from contributions from stockholders

 

 

 

 

 

1,248,145

 

 

 

 

 

 

1,248,145

 

 

 

 

 

Distributions to stockholders

 

 

(360

)

 

 

 

 

 

(923

)

 

 

 

 

 

 

 

Repayments of long-term debt

 

 

(1,992

)

 

 

(1,938

)

 

 

(51,534

)

 

 

(1,938

)

 

 

 

 

Net cash provided (used in) by financing activities

 

 

(2,352

)

 

 

2,009,483

 

 

 

(52,457

)

 

 

2,009,483

 

 

 

 

(346

)

Net increase (decrease) in cash and cash equivalents

 

 

(13,198

)

 

 

47,072

 

 

 

(76,419

)

 

 

47,072

 

 

 

 

(42,533

)

Cash, cash equivalents, and restricted cash, beginning of period

 

 

87,732

 

 

 

58,703

 

 

 

150,953

 

 

 

58,703

 

 

 

 

101,236

 

Cash, cash equivalents, and restricted cash, end of period

 

$

74,534

 

 

$

105,775

 

 

$

74,534

 

 

$

105,775

 

 

 

$

58,703

 

Supplemental cash flow disclosure:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for taxes

 

$

326

 

 

$

148

 

 

$

403

 

 

$

148

 

 

 

$

32

 

Interest paid

 

$

15,077

 

 

$

17,389

 

 

$

31,749

 

 

$

17,389

 

 

 

$

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures incurred but not yet paid

 

$

48

 

 

$

73

 

 

$

65

 

 

$

73

 

 

 

$

79

 

RECONCILIATIONS OF NON-GAAP MEASURES TO GAAP MEASURES

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP ALLOCATED COMBINED RECEIPTS

 

(in thousands)

 

(unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

Revenue

 

$

93,567

 

 

$

61,370

 

 

$

187,547

 

 

$

61,370

 

 

 

$

71,389

 

Fair value adjustments to deferred revenue in connection

with purchase accounting

 

 

2,334

 

 

 

13,439

 

 

 

7,092

 

 

 

13,439

 

 

 

 

 

Allocated Combined Receipts

 

$

95,901

 

 

$

74,809

 

 

$

194,639

 

 

$

74,809

 

 

 

$

71,389

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP OPERATING INCOME

 

(in thousands)

 

(unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

Loss from operations

 

$

(11,965

)

 

$

(78,659

)

 

$

(36,499

)

 

$

(78,659

)

 

 

$

(16,587

)

Stock-based compensation

 

 

3,758

 

 

 

33,828

 

 

 

9,343

 

 

 

33,828

 

 

 

 

7,109

 

Restructuring, transaction and sponsor related costs

 

 

2,954

 

 

 

10,253

 

 

 

16,011

 

 

 

10,253

 

 

 

 

8,360

 

Amortization of acquisition-related intangibles

 

 

33,361

 

 

 

32,980

 

 

 

66,722

 

 

 

32,980

 

 

 

 

2,586

 

Fair value adjustments to deferred revenue in connection

with purchase accounting

 

 

2,334

 

 

 

13,439

 

 

 

7,092

 

 

 

13,439

 

 

 

 

 

Non-GAAP operating income

 

$

30,442

 

 

$

11,841

 

 

$

62,669

 

 

$

11,841

 

 

 

$

1,468

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP ADJUSTED EBITDA

 

(in thousands)

 

(unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

Net Loss

 

$

(21,693

)

 

$

(76,574

)

 

$

(54,764

)

 

$

(76,574

)

 

 

$

(22,203

)

Interest on outstanding debt and loss on debt extinguishment

 

 

15,653

 

 

 

18,092

 

 

 

32,923

 

 

 

18,092

 

 

 

 

 

Provision (benefit) for taxes

 

 

(6,050

)

 

 

(19,726

)

 

 

(15,391

)

 

 

(19,726

)

 

 

 

183

 

Depreciation

 

 

879

 

 

 

1,098

 

 

 

1,818

 

 

 

1,098

 

 

 

 

2,982

 

Amortization

 

 

2

 

 

 

3

 

 

 

4

 

 

 

3

 

 

 

 

35

 

Stock-based compensation

 

 

3,758

 

 

 

33,828

 

 

 

9,343

 

 

 

33,828

 

 

 

 

7,109

 

Restructuring, transaction and sponsor related costs

 

 

2,954

 

 

 

10,253

 

 

 

16,011

 

 

 

10,253

 

 

 

 

14,117

 

Amortization of acquisition-related intangibles

 

 

33,361

 

 

 

32,980

 

 

 

66,722

 

 

 

32,980

 

 

 

 

2,586

 

Fair value adjustments to deferred revenue in connection

with purchase accounting

 

 

2,334

 

 

 

13,439

 

 

 

7,092

 

 

 

13,439

 

 

 

 

 

Adjusted EBITDA

 

$

31,198

 

 

$

13,393

 

 

$

63,758

 

 

$

13,393

 

 

 

$

4,809

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF FREE CASH FLOW & UNLEVERED FREE CASH FLOW

 

(in thousands)

 

(unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

6,365

 

 

$

(58,325

)

 

$

(52,367

)

 

$

(58,325

)

 

 

$

(57,058

)

Purchases of property and equipment

 

 

(1,196

)

 

 

(51

)

 

 

(1,607

)

 

 

(51

)

 

 

 

(732

)

Proceeds from disposals of property and equipment

 

 

15

 

 

 

29

 

 

 

24

 

 

 

29

 

 

 

 

19

 

Free cash flow

 

$

5,184

 

 

$

(58,347

)

 

$

(53,950

)

 

$

(58,347

)

 

 

$

(57,771

)

Cash paid for interest on outstanding debt

 

 

15,077

 

 

 

17,389

 

 

 

31,749

 

 

 

17,389

 

 

 

 

 

Cash settled stock-based compensation

 

 

1,524

 

 

 

33,328

 

 

 

4,443

 

 

 

33,328

 

 

 

 

 

Unlevered free cash flow

 

$

21,785

 

 

$

(7,630

)

 

$

(17,758

)

 

$

(7,630

)

 

 

$

(57,771

)

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP NET INCOME

 

(in thousands, except per share amounts)

 

(unaudited)

 

 

 

Successor

 

 

 

Predecessor

 

 

 

Three months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

Six months

ended

June 30,

 

 

Three months

ended

June 30,

 

 

 

Three months

ended

March 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

 

 

2020

 

Net loss

 

$

(21,693

)

 

$

(76,574

)

 

$

(54,764

)

 

$

(76,574

)

 

 

$

(22,203

)

Stock-based compensation

 

 

3,758

 

 

 

33,828

 

 

 

9,343

 

 

 

33,828

 

 

 

 

7,109

 

Amortization of acquisition related intangibles

 

 

33,361

 

 

 

32,980

 

 

 

66,722

 

 

 

32,980

 

 

 

 

2,586

 

Fair value adjustments to deferred revenue in connection

with purchase accounting

 

 

2,334

 

 

 

13,439

 

 

 

7,092

 

 

 

13,439

 

 

 

 

 

Restructuring, transaction and sponsor related costs

 

 

2,954

 

 

 

10,253

 

 

 

16,011

 

 

 

10,253

 

 

 

 

14,117

 

Non-GAAP net income

 

$

20,714

 

 

$

13,926

 

 

$

44,404

 

 

$

13,926

 

 

 

$

1,609

 

Non-GAAP net income per common share, basic and diluted

 

$

0.16

 

 

$

0.11

 

 

$

0.35

 

 

$

0.11

 

 

 

$

0.04

 

Weighted average common shares used in computing basic

and diluted Non-GAAP net income per common share

 

 

126,049

 

 

 

126,240

 

 

 

126,083

 

 

 

126,240

 

 

 

 

38,369

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP COST OF REVENUE

 

Three Months Ended June 30, 2021

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription and support

 

$

36,163

 

 

 

(171

)

 

 

(28

)

 

 

(15,415

)

 

$

20,549

 

Professional services and other

 

 

4,811

 

 

 

(110

)

 

 

(5

)

 

 

 

 

 

4,696

 

Total cost of revenue

 

$

40,974

 

 

 

(281

)

 

 

(33

)

 

 

(15,415

)

 

$

25,245

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP COST OF REVENUE

 

Six Months Ended June 30, 2021

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription and support

 

$

76,047

 

 

 

(395

)

 

 

(1,948

 

 

(30,830

)

 

$

42,874

 

Professional services and other

 

 

10,561

 

 

 

(287

)

 

 

(855

 

 

 

 

 

9,419

 

Total cost of revenue

 

$

86,608

 

 

 

(682

)

 

 

(2,803

 

 

(30,830

)

 

$

52,293

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP COST OF REVENUE

 

Three Months Ended June 30, 2020 (Successor)

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription and support

 

$

33,979

 

 

 

(320

)

 

 

(2,056

)

 

 

(15,167

)

 

$

16,436

 

Professional services and other

 

 

5,558

 

 

 

(241

)

 

 

(786

)

 

 

 

 

 

4,531

 

Total cost of revenue

 

$

39,537

 

 

 

(561

)

 

 

(2,842

)

 

 

(15,167

)

 

$

20,967

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP COST OF REVENUE

 

Three Months Ended March 31, 2020 (Predecessor)

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Cost of Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription and support

 

$

19,699

 

 

 

(301

)

 

 

 

 

 

(1,293

)

 

$

18,105

 

Professional services and other

 

 

4,699

 

 

 

(285

)

 

 

(66

)

 

 

 

 

 

4,348

 

Total cost of revenue

 

$

24,398

 

 

 

(586

)

 

 

(66

)

 

 

(1,293

)

 

$

22,453

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

 

Three Months Ended June 30, 2021

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

39,083

 

 

 

(1,093

)

 

 

(201

)

 

 

(17,946

)

 

$

19,843

 

Research and development

 

 

14,279

 

 

 

(934

)

 

 

(128

)

 

 

 

 

 

13,217

 

General and administrative

 

 

11,196

 

 

 

(1,450

)

 

 

(2,592

)

 

 

 

 

 

7,154

 

Total operating expenses

 

$

64,558

 

 

 

(3,477

)

 

 

(2,921

)

 

 

(17,946

)

 

$

40,214

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

 

Six Months Ended June 30, 2021

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

80,305

 

 

 

(2,675

)

 

 

(2,452

)

 

 

(35,892

)

 

$

39,286

 

Research and development

 

 

31,368

 

 

 

(2,604

)

 

 

(2,679

)

 

 

 

 

 

26,085

 

General and administrative

 

 

24,547

 

 

 

(3,382

)

 

 

(6,859

)

 

 

 

 

 

14,306

 

Impairment on disposal group

 

 

1,218

 

 

 

 

 

 

(1,218

)

 

 

 

 

 

 

Total operating expenses

 

$

137,438

 

 

 

(8,661

)

 

 

(13,208

)

 

 

(35,892

)

 

$

79,677

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

 

Three Months Ended June 30, 2020 (Successor)

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

43,934

 

 

 

(3,592

)

 

 

(2,286

)

 

 

(17,813

)

 

$

20,243

 

Research and development

 

 

22,117

 

 

 

(5,044

)

 

 

(2,564

)

 

 

 

 

 

14,509

 

General and administrative

 

 

34,441

 

 

 

(24,631

)

 

 

(2,561

)

 

 

 

 

 

7,249

 

Total operating expenses

 

$

100,492

 

 

 

(33,267

)

 

 

(7,411

)

 

 

(17,813

)

 

$

42,001

 

INSTRUCTURE HOLDINGS, INC.

 

RECONCILIATION OF NON-GAAP OPERATING EXPENSES

 

Three Months Ended March 31, 2020 (Predecessor)

 

(in thousands)

 

(unaudited)

 

 

 

GAAP

 

 

Stock-based

compensation

expense

 

 

Restructuring,

transaction and

sponsor related

costs

 

 

Amortization of

acquired

intangibles

 

 

Non-GAAP

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

$

27,010

 

 

 

(1,977

)

 

 

(556

)

 

 

(1,293

)

 

$

23,184

 

Research and development

 

 

19,273

 

 

 

(1,874

)

 

 

(1,273

)

 

 

 

 

 

16,126

 

General and administrative

 

 

17,295

 

 

 

(2,672

)

 

 

(6,465

)

 

 

 

 

 

8,158

 

Total operating expenses

 

$

63,578

 

 

 

(6,523

)

 

 

(8,294

)

 

 

(1,293

)

 

$

47,468

 

INSTRUCTURE, INC.

 

RECONCILIATION OF NON-GAAP ALLOCATED COMBINED RECEIPTS GUIDANCE

 

(in thousands)

 

(unaudited)

 

 

 

Three Months Ending

September 30,

 

 

Full Year Ending

December 31,

 

 

 

2021

 

 

2021

 

 

2021

 

 

2021

 

 

 

LOW

 

 

HIGH

 

 

LOW

 

 

HIGH

 

Revenue

 

$

100,357

 

 

$

101,357

 

 

$

392,062

 

 

$

394,062

 

Fair value adjustments to deferred revenue in connection with

purchase accounting

 

 

902

 

 

 

902

 

 

 

8,301

 

 

 

8,301

 

Allocated Combined Receipts

 

$

101,259

 

 

$

102,259

 

 

$

400,363

 

 

$

402,363

 

 

Media Relations:

Cory Edwards

Vice President, Corporate Communications

Instructure

(801) 869-5258

[email protected]

Investor Relations:

April Scee

Managing Director

ICR, Inc.

(917) 497-8992

[email protected]

KEYWORDS: United States North America Utah

INDUSTRY KEYWORDS: Other Education Technology Primary/Secondary Software Education

MEDIA:

Detailed Summary of Study Reporting that One in Four Patients Show No Symptoms of Obstructive Sleep Apnea After Vivos Treatment Now Available on Vivos Therapeutics Website

HIGHLANDS RANCH, Colo., Aug. 17, 2021 (GLOBE NEWSWIRE) — Vivos Therapeutics, Inc. (the “Company” or “Vivos”) (NASDAQ: VVOS), a medical technology company focused on developing and commercializing innovative diagnostic and treatment modalities for patients suffering from sleep-disordered breathing, including mild-to-moderate obstructive sleep apnea (OSA), today announced a more detailed summary of the national study results announced by the Company on July 13, 2021, is now available on the Company’s website at: https://vivoslife.com/investor-relations/.

As previously announced, one in four patients in the study treated with Vivos’ FDA Class 1 DNA appliance for certain orofacial anomalies reported no remaining OSA symptoms, which is defined as patients having an Apnea Hypopnea Index (AHI) score of less than five post-treatment. The more detailed study data now available reports that prior to treatment, 20 patients had severe OSA, which, from an AHI perspective, improved (post-treatment) or is improving (mid-treatment) by 53%. Of these 20 patients, none have reported worsening of their OSA symptoms, while 3 patients still have severe OSA, 12 have moderate OSA, 4 have mild OSA and 1 has no OSA.

The study data also reports that for the 18 patients who began the study with moderate OSA, the average percent improvement in AHI score is 64%. One patient’s AHI score worsened by 1 category (an increase of 10.4 in AHI), while another slightly increased by 2.1. The balance of the patients had improved AHI scores by an average of 64%. After treatment or mid-treatment, 2 patients remained moderate, 10 have mild symptoms and 5 have resolved their OSA symptoms.

In addition, 36 patients in the study had mild symptoms pre-treatment. Of these, 1 now has severe symptoms, 4 have moderate symptoms, 16 have mild symptoms and 15 have no symptoms of OSA.

Commenting on the additional study data, Kirk Huntsman, Vivos’ Chairman and CEO, stated, “By addressing maxillary palatal deficiencies, we believe Vivos’ treatment protocols represent an improvement over CPAP and mandibular advancement devices (known as MAD) with 27% of the study participants reporting a complete resolution of their OSA symptoms. These measurements are taken without a Vivos appliance in the mouth, whereas MAD measurements are taken with the appliance in place. The more detailed data now available from this study confirms that the Vivos device works well for many patients, with the study showing very strong and statistically significant evidence for an increase in airway volume and transpalatal width (p<0.00001). We know the investment community and other interested parties have been looking for more real world data about our devices, so we are pleased to share this more detailed study summary and its positive results.”

About Vivos Therapeutics, Inc.

Vivos Therapeutics Inc. (NASDAQ: VVOS) is a medical technology company focused on developing and commercializing innovative diagnostic and treatment modalities for adult patients suffering from mild-to-moderate obstructive sleep apnea (OSA). The Vivos treatment for mild-to-moderate OSA involves customized oral appliances and treatment protocols called the Vivos System. Vivos believes that its Vivos System oral appliance technology represents the first clinically effective non-surgical, non-invasive, non-pharmaceutical and cost-effective solution for adults with mild-to-moderate OSA. Vivos also sells orthodontic appliances for adults and children. Vivos’ oral appliances have proven effective in over 19,000 patients treated worldwide by more than 1,250 trained dentists. Combining proprietary technologies and protocols that alter the size, shape, and position of the tissues that comprise a patient’s upper airway, the Vivos System opens airway space and may significantly reduce symptoms and conditions associated with mild-to-moderate OSA, such as lowering Apnea Hypopnea Index scores. Vivos also markets and distributes VivosScore, powered by the SleepImage diagnostic technology for Home Sleep Testing in adults and children. The Vivos Integrated Practice (VIP) program offers dentists training and other value-added services in connection with using the Vivos System.

For more information, visit www.vivoslife.com.

Cautionary Note Regarding Forward-Looking Statements

This press release and statements of the Company’s management made in connection therewith contain “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events, particularly with respect to the public offering described herein. Words such as “may”, “could”, “expects”, “projects,” “intends”, “plans”, “believes”, “predicts”, “anticipates”, “hopes”, “estimates” and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon several assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond Vivos’ control. Actual results (including the anticipated benefits of the Company’s technology as described herein) may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the risk factors described in Vivos’ filings with the Securities and Exchange Commission (“SEC”). Vivos’ filings can be obtained free of charge on the SEC’s website at www.sec.gov. Except to the extent required by law, Vivos expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Vivos’ expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based.

Investor Relations Contact:

Edward Loew
Investor Relations Officer
(602) 903-0095
[email protected]

Media Relations Contact:

Caitlin Kasunich / Jenny Robles
KCSA Strategic Communications
(212) 896-1241 / (212) 896-1231
[email protected] / [email protected]