INSTRUCTURE HOLDINGS, INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-K) – marketscreener.com

 You should read the following discussion and analysis together with the financial statements and the related notes to those statements included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth in the section of this Annual Report captioned "Risk Factors" and elsewhere in this report, our actual results may differ materially from those 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, with nearly 7,000 global customers, representing Higher Education institutions and K-12 districts and schools in more than 100 countries. 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 Portfolium to add online skills portfolio capabilities for Higher Education students, MasteryConnect and Certica to add assessment and analytics capabilities, Impact to allow educators to evaluate the impact education technologies have on student engagement and outcome, and Elevate Data Sync to secure syncing capabilities across applications within a school environment. 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.  Our Business Model  We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of software-as-a-service ("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, and the price of our applications. Support revenue is derived from customers purchasing additional support beyond the standard support that is included in the basic SaaS fee. We sell annual and multi-year contracts, which typically vary in length between one and five years. Subscriptions and support are non-cancelable and are billed in advance on an annual basis. Subscription and support revenue represented 91% of total revenue for 2021.  Due to the nature of our multi-year subscription contracts, it is common that at any point in a contract term there can be amounts that we have not yet been contractually able to invoice, which along with our billed amounts are considered part of our remaining performance obligations ("RPO"). While we expect our RPO to fluctuate from period to period for a variety of reasons, we believe that it provides us high levels of revenue visibility.  We sell our applications and services primarily through a direct sales force. Our sales organization includes technical sales engineers who serve as experts in the technical aspects of our applications and customer implementations. Many of our sales efforts require us to respond to request for proposals, particularly in the Higher Education space and to a lesser extent in K-12. Our sales force targets statewide systems for Higher Education and K-12, as well individual colleges and universities and K-12 schools. As we grow internationally, we have added an indirect sales motion in order to penetrate certain international markets.  As of December 31, 2021, we had nearly 7,000 customers representing Higher Education institutions and K-12 districts and schools in more than 100 countries, compared to over 6,000 customers in more than 90 countries as of December 31, 2020. Our customers include State Universities of California, Florida, and Utah, all of the Ivy League universities, the entire Higher Education systems for Sweden and Norway, many of the largest K-12 systems in the U.S., and international K-12 systems. We have recently experienced accelerated growth in the K-12 market as a result of distance learning mandates. With the acquisition of Certica and our investments in the assessment space, we expect K-12 will continue to represent a meaningful portion of our business moving forward. We also continue to expand our international business, evidenced by our acquisition of Impact, which we believe will be an important factor in our continued growth. In 2021, revenue derived from outside of the U.S. increased 35% on a year-on-year basis, driven primarily by increases in demand across Western European, Asia-Pacific, and Latin American markets.                                         49

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    The majority of our academic customers implement Canvas widely within their institutions and across school districts, where applicable. We define a customer as an entity with an active subscription contract. In situations where there is a single contract that applies to an entity with multiple subsidiaries or divisions, universities, or schools, only the entity that has contracted for our platform is counted as a customer. For example, a contracting school district is counted as a single customer even though the school district encompasses multiple schools. In 2021, no single customer represented more than 10% of our revenue.  We have a history of attracting new customers and generally increasing their annual spend with us over time. In Higher Education, the depth of our solution and demonstrated scalability allow us to sell to a single institution or university and then deploy extensively across schools (i.e., medical, law, business, undergraduate), departments (i.e., economics, math, art), or entire state systems, and reach students beyond the walls of the classroom by extending into Continuing Education and online learning.  

Take-Private Transaction

  On March 24, 2020, we were acquired in an all-cash Take-Private Transaction by Thoma Bravo. The Take-Private Transaction was accounted for in accordance with ASC 805 (Business Combinations) and Instructure Parent, LP was determined to be the accounting acquirer. For accounting purposes, management has designated the Acquisition Date as March 31, 2020, as the operating results and change in financial position for the intervening period is not material. In the accompanying consolidated financial statements, references to Predecessor refer to the results of operations and cash flows of Instructure, Inc. prior to and including March 31, 2020. References to Successor refer to the consolidated financial position of Instructure Holdings, Inc. as of December 31, 2020. The Successor period also includes the results of operations and cash flows of the business acquired in the Take-Private Transaction for the period from April 1, 2020 to December 31, 2020. The Predecessor and Successor consolidated financial information presented herein is not comparable primarily due to the application of acquisition accounting in the Successor financial statements as of March 31, 2020, as further described in Note 1-Description of Business and Summary of Significant Accounting Policies to the consolidated financial statements.  

Initial Public Offering (“IPO”)

  On July 9, 2021, the Company effected a 126,239.815-for-1 stock split of its issued and outstanding shares of common stock and made comparable and equitable adjustments to its equity awards in accordance with the terms of the awards. The par value of the common stock was not adjusted as a result of the stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retrospectively, where applicable, to reflect this stock split. In connection with the stock split, on July 9, 2021, the Company's board of directors and stockholders approved the Certificate of Amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 2,000 shares to 500,000,000 shares and to increase the number of authorized shares of preferred stock from zero shares to 50,000,000 shares. No preferred stock has been issued or outstanding.  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 $234.0 million after deducting underwriting discounts and commissions. On August 19, 2021, the underwriters partially exercised their over-allotment option and purchased an additional 1,675,000 shares of common stock at the offering price of $20.00 per share. The Company received additional net proceeds of $31.4 million after deducting underwriting discounts and commissions.  

Impacts of COVID

  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 Successor 2020 Period and Predecessor 2020 Period, this resulted in an increase in our operating costs. We continued to experience high usage on our learning platform, even as North American K-12 students have started returning to the classroom during 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.                                         50

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    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 have become 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 directly or indirectly impact the global economy, the lasting social effects, and impact on our business, results of operations and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by the following trends and our ability to:

Increase Adoption of Cloud-Based Software by Higher Education and K-12 Institutions

  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.  

Grow Our Customer Base

  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.  

Cross-sell into our Existing Customer Base

  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 Business Metrics 

In addition to our GAAP financial information, we review a number of operating and financial metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Number of Customers

  We evaluate the number of customers who use our products to measure and monitor the growth of our business and the success of our sales and marketing activities. We believe that the growth of our customer base is indicative of our revenue growth potential. We define a customer as an entity with an active subscription contract. In situations where there is a single contract that applies to an entity with multiple subsidiaries or divisions, universities or schools, only the entity that has contracted for our platform is counted as a customer. For example, a contracting school district is counted as a single customer even though the school district encompasses multiple schools. We had approximately 5,000, 6,000, and nearly 7,000 customers contracted to use our platform as of December 31, 2019, 2020 and 2021, respectively.                                         51

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Net Revenue Retention Rate; Gross Revenue Retention Rate

  Our net revenue retention rate calculation begins with a customer cohort base as of a given month in the immediately preceding year and compares the ARR for that same cohort group in that given month for the current year. We calculate our net revenue retention rate by dividing the ARR obtained from a particular customer cohort in a given month by the ARR from that same customer cohort from the same month in the immediately preceding year. If a customer has any ARR in a given month, such customer is included in a "customer cohort." This calculation contemplates all changes to ARR for the designated customer cohort, which includes customer terminations and non-renewals, customer consolidations, changes in quantities of users, changes in pricing, additional applications purchased or applications no longer used. We calculate the net revenue retention for our entire customer base at a given point in time. We believe our net revenue retention rate is an important metric to measure the long-term value of customer agreements and our ability to retain our customers. Our net revenue retention rate was 107%, 117% and 109% as of December 31, 2019, 2020 and 2021, respectively.  We calculate gross revenue retention rate by subtracting downgrades and cancellations over a 12-month period from ARR at the beginning of the corresponding 12-month period for a particular customer cohort and dividing the result by the ARR from the beginning of the same 12-month period. Our gross revenue retention rate was 95%, 96% and 95% at December 31, 2019, 2020 and 2021, respectively.  The most significant positive drivers of changes in our net revenue retention rate each year have historically been our ability to up-sell or cross-sell new solutions or additional licenses to our existing customer base and secure multi-year contracts containing periodic pricing term increases.   

Remaining Performance Obligations (“RPO”)

  We monitor RPO as a key metric to help us evaluate the health of our business. RPO represents the amount of our contracted future revenue that has not yet been recognized, including both deferred revenue and non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO is not necessarily indicative of future revenue growth because it does not account for the timing of customers' consumption or their consumption of more than their contracted capacity. Moreover, RPO is influenced by several factors, including the timing of renewals, the timing of purchases of additional capacity, average contract terms, and seasonality. Due to these factors, it is important to review RPO in conjunction with revenue and other financial metrics disclosed elsewhere in this Annual Report.  RPO was $599 million, $569 million and $698 million as of December 31, 2019, 2020 and 2021, respectively. We may experience variations in our RPO from period to period, but RPO has generally increased over the long-term as a result of contracts with new customers and increasing the value of contracts with existing customers. These increases are partially offset by revenue recognized on existing contracts during a particular period.   

Key Components of Results of Operations

Revenue

  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.                                         52

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    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 Revenue

  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.  

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 (Expense)

Other income (expense), net consists primarily of interest income, interest expense, and the impact of foreign currency transaction gains and losses. Interest expense is related to fees incurred to have access to our credit facilities. As we have expanded our international operations, our exposure to fluctuations in foreign currencies has increased.

Income Tax 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, 2021 consists of decreases in U.S. Federal and state deferred tax liabilities, due to current year pretax book income and the release of valuation allowance in foreign jurisdictions.                                         53

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  Table of Contents    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.

                                                         Successor                           Predecessor                                                              Period from          Period from       Year Ended                                             Year Ended        April 1 to          January 1 to       December                                            December 31,      December 31,          March 31,            31, (dollars in thousands)                         2021              2020                 2020             2019 Revenue: Subscription and support                   $    367,781     $      209,148       $       65,968     $   236,241 Professional services and other                  37,580             21,525                5,421          22,232 Total revenue                                   405,361            230,673               71,389         258,473 Cost of revenue: Subscription and support(1)(2)(3)               148,923            108,603               19,699          64,170 Professional services and other(1)(3)            20,942             15,547                4,699          18,656 Total cost of revenue                           169,865            124,150               24,398          82,826 Gross profit                                    235,496            106,523               46,991         175,647 Operating expenses: Sales and marketing(1)(2)(3)                    162,544            125,650               27,010         121,643 Research and development(1)(3)                   63,771             51,066               19,273          83,526 General and administrative(1)(3)(4)              54,911             62,572               17,295          56,471 Impairment on held-for-sale goodwill(3)               -             29,612                    -               - Impairment on disposal group(3)                   1,218             10,166                    -               - Total operating expenses                        282,444            279,066               63,578         261,640 Loss from operations                            (46,948 )         (172,543 )            (16,587 )       (85,993 ) Other income (expense): Interest income                                      29                 49                  313           1,795 Interest expense                                (50,360 )          (50,921 )                 (8 )           (16 ) Other income (expense), net(3)                   (2,695 )            1,510               (5,738 )          (225 ) Loss on extinguishment of debt                  (22,424 )                -                    -               - Total other income (expense), net               (75,450 )          (49,362 )             (5,433 )         1,554 

Loss before income tax benefit (expense) (122,398 ) (221,905 )

            (22,020 )       (84,439 ) Income tax benefit (expense)                     33,719             43,924                 (183 )         3,620 Net loss                                   $    (88,679 )   $     (177,981 )     $      (22,203 )   $   (80,819 )    

(1) Includes stock-based compensation as follows:

                                                      Successor                           Predecessor                                                             Period from          Period from                                            Year Ended        April 1 to         January 1 to       Year Ended                                           December 31,      December 31,          March 31,       December 31, (dollars in thousands)                        2021              2020                2020              2019 Cost of revenue: Subscription and support                  $        899     $        1,020       $         301     $      1,769 Professional services and other                    959                687                 285            2,111 Sales and marketing                              6,936              7,580               1,977           15,098 Research and development                         6,943              9,903               1,874           19,550 General and administrative                      10,048             30,972               2,672           17,984 Total stock-based compensation            $     25,785     $       50,162       $       7,109     $     56,512                                            54

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(2) Includes amortization of acquisition-related intangibles as follows:

                                                     Successor                           Predecessor                                           Year Ended       Period from          Period from                                            December         April 1 to         January 1 to       Year Ended                                               31,          December 31,          March 31,       December 31, (dollars in thousands)                       2021              2020                2020              2019 Cost of revenue: Subscription and support                  $    62,060     $       44,167       $       1,293     $      4,549 Sales and marketing                            71,934             51,143               1,293            4,567 Total amortization of acquisition-related intangibles           $   133,994     $       95,310       $       2,586     $      9,116     (3) Includes restructuring, transaction and sponsor related costs as follow:                                                       Successor                              Predecessor                                                             Period from          Period from                                            Year Ended        April 1 to          January 1 to         Year Ended                                           December 31,      December 31,          March 31,          December 31, (dollars in thousands)                        2021              2020                 2020                2019 Cost of revenue: Subscription and support                  $      2,132     $        2,235       $            -     $               - Professional services and other                    913                902                   66                     - Sales and marketing                              2,671              7,395                  556                     - Research and development                         4,041              4,760                1,273                     - General and administrative                      10,589             11,889                6,465                     - Impairment on held-for-sale goodwill                 -             29,612                    -                     - Impairment on disposal group                     1,218             10,166                    -                     - Other income (expense), net                     (1,916 )            1,510               (5,757 )                   - Total restructuring, transaction and sponsor related costs                     $     23,480     $       65,449       $       14,117     $               -    

(4) Includes the reversal of payroll tax expense on secondary stock purchase transactions due to the reduction of the estimated liability as follows:

                                                          Successor                               Predecessor                                                                   Period from          Period from                                              Year Ended            April 1 to          January 1 to       Year Ended                                             December 31,          December 31,          March 31,        December 31, (dollars in thousands)                          2021                  2020                 2020              2019 Cost of revenue: Subscription and support                  $               -      $            -       $            -     $          - Sales and marketing                                       -                   -                    -                - Research and development                                  -                   -                    -                - General and administrative                                -                   -                    -           (1,327 ) Total payroll tax expense                 $               -      $            -       $            -     $     (1,327 )                                            55

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Revenue:

 Subscription and support                              91 %               91 %                 92 %               91 % Professional services and other                        9                  9                    8                  9 Total revenue                                        100                100                  100                100 Cost of revenue: Subscription and support                              37                 47                   27                 25 Professional services and other                        5                  7                    7                  7 Total cost of revenue                                 42                 54                   34                 32 Gross profit                                          58                 46                   66                 68 Operating expenses: Sales and marketing                                   40                 55                   38                 47 Research and development                              16                 22                   27                 32 General and administrative                            14                 27                   24                 22 Impairment on held-for-sale goodwill                   -                 13                    -                  - Impairment on disposal group                           -                  4                    -                  - Total operating expenses                              70                121                   89                101 Loss from operations                                 (12 )              (75 )                (23 )              (33 ) Other income (expense): Interest income                                        -                  -                    -                  1 Interest expense                                     (12 )              (22 )                  -                  - Other income (expense), net                           (1 )                1                   (8 )                - Loss on extinguishment of debt                        (6 )                -                    -                  - Total other income, net                              (19 )              (21 )                 (8 )                1 Loss before income tax benefit (expense)             (31 )              (96 )                (31 )              (32 ) Income tax benefit (expense)                           8                 19                    -                  1 Net loss                                             (23 )%             (77 )%               (31 )%             (31 )%   Year Ended December 31, 2021 Compared to the Successor 2020 Period and Predecessor 2020 Period  Revenue                                                Successor                    Predecessor                                                       Period from          Period from                                     Year Ended         April 1 to         January 1 to                                    December 31,       December 31,          March 31,                                        2021               2020                2020 (dollars in thousands) Subscription and support          $      367,781     $      209,148       $      65,968 Professional services and other           37,580             21,525               5,421 Total revenue                     $      405,361     $      230,673       $      71,389   Subscription and support revenue was $367.8 million for the year ended December 31, 2021 compared to $209.1 million during the Successor 2020 Period and $66.0 million during the Predecessor 2020 Period. The increase is due to an increase in the total number of customers, which has grown to nearly 7,000 as of December 31, 2021, the contributions from our recent acquisitions, as well as the effects of purchase accounting, net revenue retention in excess of 100% as of December 31, 2021 and continued growth into international markets, which contributed 20% of total revenue for the year ended December 31, 2021.  Professional services and other revenue was $37.6 million for the year ended December 31, 2021 compared to $21.5 million for the Successor 2020 Period and $5.4 million for the Predecessor 2020 Period. The increase is due to the increased onboarding of new customers discussed above.                                         56

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Cost of Revenue and Gross Margin

                                               Successor                    Predecessor                                                       Period from          Period from                                     Year Ended         April 1 to         January 1 to                                    December 31,       December 31,          March 31,                                        2021               2020                2020 (dollars in thousands) Cost of revenue: Subscription and support          $      148,923     $      108,603       $      19,699 Professional services and other           20,942             15,547               4,699 Total cost of revenue             $      169,865     $      124,150       $      24,398 Gross margin percentage: Subscription and support                      60 %               48 %                70 % Professional services and other               44                 28                  13 Total gross margin                            58 %               46 %                66 %   Total cost of revenue was $169.9 million for the year ended December 31, 2021, $124.2 million during the Successor 2020 Period and $24.4 million during the Predecessor 2020 Period. Total cost of revenue consists of employee-related costs, web hosting and third-party software license costs, amortization of developed technology and third-party contractor costs.  Subscription and support cost of revenue was $148.9 million for the year ended December 31, 2021, $108.6 million during the Successor 2020 Period, and $19.7 million during the Predecessor 2020 Period. Web hosting and third-party software license costs increased $6.9 million as a result of higher usage on our learning platform due to the increased frequency of users on our learning platform, which has been driven by COVID-19 and the extended demand for distanced learning. Amortization costs increased $14.8 million due to the Take-Private Transaction and other completed acquisitions. Additionally, expenses related to third-party consultants and contractors increased by $1.5 million and marketing expenses increased by $0.3 million. These increases were offset by decreases of $2.4 million in salaries and wages due to reduced insurance costs and reductions in stock-based compensation expense, and decreases in rent expense and other allocated costs of $0.8 million due to moving our support organization to remote workers.  Professional services and other cost of revenue was $20.9 million for the year ended December 31, 2021, $15.5 million during the Successor 2020 Period, and $4.7 million during the Predecessor 2020 Period. The increase was due to an increase of $1.1 million of employee and outside services costs as a result of increased demand for our learning platform, offset by a decrease in rent expense and other allocated costs of $0.3 million.  Operating Expenses  Sales and Marketing                                       Successor                    Predecessor                                              Period from          Period from                            Year Ended         April 1 to         January 1 to                           December 31,       December 31,          March 31,                               2021               2020                2020 (dollars in thousands) Sales and marketing      $      162,544     $      125,650       $      27,010 Percentage of revenue                40 %               54 %                38 %                                            57

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    Sales and marketing expenses were $162.5 million for the year ended December 31, 2021, $125.7 million during the Successor 2020 Period, and $27.0 million during the Predecessor 2020 Period. Amortization expense increased $19.0 million due to an increase in amortization of acquisition-related identifiable intangible assets. Marketing expenses increased $1.3 million related to lead generation and advertising, while system and hardware expenses increased $0.2 million, and other employee-related expenses increased by $0.8 million as a result of training and education of our sales force. These increases were offset by decreases in payroll and stock-based compensation expenses of $7.5 million, a decrease in expenses related to third-party consultants and contractors of $2.8 million due to our execution on our restructuring plan, a decrease of $0.4 million in travel-related expenses due to the continued impacts of COVID-19, and decreases in office rent and communication expenses of $0.8 million.  Research and Development                                         Successor                    Predecessor                                                Period from          Period from                              Year Ended         April 1 to         January 1 to                             December 31,       December 31,          March 31,                                 2021               2020                2020 (dollars in thousands) Research and development   $       63,771     $       51,066       $      19,273 Percentage of revenue                  16 %               22 %                27 %   Research and development expenses were $63.8 million for the year ended December 31, 2021, $51.1 million during the Successor 2020 Period, and $19.3 million during the Predecessor 2020 Period. Employee-related costs decreased $4.8 million from stock-based compensation expense, $2.5 million from severance, $0.4 million in payroll taxes, $1.1 million in salaries and wages, and $1.4 million in employee-related benefits, which were offset by an increase of $0.6 million of bonus expense. Additionally, we saw decreases in systems and hardware expense of $1.2 million, and decreases in office rent and communication expense of $0.9 million. These decreases were offset by an increase of $4.7 million in third-party consultants and contractors in order to expand our learning platform, and travel and other employee-related expenses of $0.3 million.  General and Administrative                                           Successor                    Predecessor                                                  Period from          Period from                                Year Ended         April 1 to         January 1 to                               December 31,       December 31,          March 31,                                   2021               2020                2020 (dollars in thousands) General and administrative   $       54,911     $       62,572       $      17,295 Percentage of revenue                    14 %               27 %                24 %   General and administrative expenses were $54.9 million for the year ended December 31, 2021, $62.6 million during the Successor 2020 Period, and $17.3 million during the Predecessor 2020 Period. Payroll-related costs decreased $23.6 million from stock-based compensation expense, $0.8 million from severance, $0.3 million in payroll taxes, and $0.4 million in employee-related benefits, offset by increases of $1.7 million of bonus expense and $1.3 million of salaries and wages. Legal and advisory expenses related to acquisitions decreased by $4.9 million, while other taxes and fees and bad debt expense decreased by $0.7 million. These decreases were offset by an increase in allocated overhead expenses such as loss on leased property and increased director and officer insurance of $2.3 million, increased software expenses of $0.3 million, and $0.2 million in travel expenses.  

Impairment of Held-For-Sale Goodwill and Disposal Group

                                                            Successor                    Predecessor                                                                    Period from          Period from                                                  Year Ended         April 1 to          January 1 to                                                 December 31,       December 31,          March 31,                                                     2021               2020                 2020 (dollars in thousands) Impairment on held-for-sale goodwill            $           -     $       29,612       $            - Impairment on disposal group                            1,218             10,166                    - Total impairment                                $       1,218     $       39,778       $            - Percentage of revenue Impairment on held-for-sale goodwill                        0 %               13 %                  0 % Impairment on disposal group                                0 %                4 %                  0 % Percentage of revenue, total                                0 %               17 %                  0 %                                            58

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    Impairment of held-for-sale goodwill and disposal group was $1.2 million for the year ended December 31, 2021, $39.8 million during the Successor 2020 Period, and $0 during the Predecessor 2020 Period. The decrease of $38.6 million is due to our decision to market and sell getBridge, LLC ("Bridge"), the Company's corporate learning platform and wholly-owned subsidiary. Refer to Note 8-Assets and Liabilities Held for Sale of the consolidated financial statements for additional information.  

Other Income (Expense), net

                                           Successor                      Predecessor                                                    Period from           Period from                                 Year Ended          April 1 to          January 1 to                                December 31,        December 31,           March 31,                                    2021                2020                 2020 (dollars in thousands) Other income (expense), net   $      (75,450 )    $      (49,362 )      $      (5,433 ) Percentage of revenue                    (19 )%              (21 )%                (8 )%   Other income (expense), net was $(75.5) million for the year ended December 31, 2021, $(49.4) million during the Successor 2020 Period, and $(5.4) million during the Predecessor 2020 Period. The increase in expense is due to a loss on extinguishment of debt of $(22.4) million, an increase of $(4.3) million due to realized and unrealized foreign currency losses, offset by a decrease in losses on disposal of property and equipment of $2.2 million.  Income Tax Benefit (Expense)                                             Successor                    Predecessor                                                    Period from          Period from                                  Year Ended         April 1 to         January 1 to                                 December 31,       December 31,          March 31,                                     2021               2020                2020 (dollars in thousands) Income tax benefit (expense)   $       33,719     $       43,924       $        (183 ) Percentage of revenue                       8 %               19 %                (0 )%   Income tax benefit (expense) was $33.7 million for the year ended December 31, 2021, $43.9 million during the Successor 2020 Period, and $(0.2) million during the Predecessor 2020 Period. Income tax benefit (expense) consists of current and deferred taxes for U.S. and foreign income taxes. The decrease in the income tax benefit was due to the 2021 reduction in pretax book loss, release of foreign valuation allowances, and a non-recurring impairment of goodwill in 2020.  

Successor 2020 Period and Predecessor 2020 Period Compared to the Year Ended December 31, 2019

  A discussion regarding our financial condition and results of operations for the years ended December 31, 2020 and 2019 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on July 15, 2021.  

Liquidity and Capital Resources

  As of December 31, 2021 and December 31, 2020, our principal sources of liquidity were cash, cash equivalents and restricted cash totaling $169.2 million and $151.0 million, respectively, which was held for working capital purposes, as well as the available balance of our Senior Secured Credit Facilities and Credit Facilities, respectively (each as defined below). As of December 31, 2021 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 Senior Secured Credit Facilities and cash provided by sales of our solutions and services will be sufficient to meet our working capital, capital expenditure and cash needs for the next 12 months and beyond. 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.  

Our material cash requirements from known contractual and other obligations primarily consists of our Senior Term Loan and operating facility lease obligations, including certain letters of credit. Expected timing of these payments are as follows:

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  Table of Contents                                                   Total         Next 12 months      Beyond 12 months (in thousands) Senior Term Loan - principal               $     500,000     $         3,750     $         496,250 Senior Term Loan - interest (1)                  109,225              16,445                92,780 Operating facility lease obligations (2)          36,256               8,846                27,410 Total                                      $     645,481     $        29,041     $         616,440   (1) Interest payments that relate to the Senior Term Loan are calculated and estimated for the periods presented based on the expected principal balance for each period and the effective interest rate at December 31, 2021 of 3.25%, given that our debt is at floating interest rates. Excluded from these payments is the amortization of debt issuance costs related to our indebtedness.  

(2)

As of December 31, 2021 and December 31, 2020, we had a total of $4.2 million and $4.7 million, respectively, of letters of credit outstanding that were issued for purposes of securing certain of the Company’s obligations under facility leases and other contractual arrangements.

  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 December 31, 2021, we had deferred revenue of $255.7 million, of which $240.9 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 year ended December 31, 2021, the Successor 2020 Period, the Predecessor 2020 Period, and the year ended December 31, 2019:                                                      Successor                           Predecessor                                                             Period from         Period from       Year Ended                                            Year Ended       April 1 to          January 1 to       December                                           December 31,     December 31,          March 31,            31,                                               2021             2020                 2020             2019 (in thousands) Net cash provided by (used in) operating activities                      $    105,143     $      36,884       $      (57,058 )   $    18,861 Net cash provided by (used in) investing activities                            15,228        (2,026,790 )             14,871         (21,576 ) Net cash provided by (used in) financing activities                          (102,171 )       2,082,156                 (346 )         9,631    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 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.                                         60

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  Table of Contents    Credit Facility  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.  On May 27, 2021, the Company exercised its option to make a Pricing Grid Election. As a result, the Company's applicable margin for Eurodollar loans under the Credit Facilities from May 27, 2021 onward was 5.5%. In connection with the Company's IPO, the Company made a principal prepayment in August 2021 of $224.3 million on its outstanding Term Loan. In connection with the underwriters' exercise of their over-allotment option in August 2021, the Company made an additional principal prepayment in August 2021 of $30.8 million on its outstanding Term Loan. The Company also incurred a 1.5% prepayment premium in conjunction with each principal prepayment.  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.  On October 29, 2021, we entered into a credit agreement with JPMorgan Chase Bank, N.A. ("JPMorgan"), as administrative agent (the "2021 Credit Agreement"), governing our senior secured credit facilities (the "Senior Secured Credit Facilities"), consisting of a $500.0 million senior secured term loan facility (the "Senior Term Loan") and a $125.0 million senior secured revolving credit facility (the "Senior Revolver"). The proceeds from the new Senior Secured Credit Facilities were used, in addition to cash on hand, (1) to refinance, in full, all existing indebtedness under the Credit Agreement (the "Refinancing"), (2) to pay certain fees and expenses incurred in connection with the entry into the 2021 Credit Agreement and the Refinancing, and (3) to finance working capital needs of the Company and its subsidiaries for general corporate purposes.  All of the Company's obligations under the Senior Secured Credit Facilities are guaranteed by the subsidiary guarantors named therein (the "Subsidiary Guarantors"). The Senior Revolver includes borrowing capacity available for letters of credit. Any issuance of letters of credit will reduce the amount available under the Senior Revolver. At and subsequent to closing, there have not been any borrowings incurred under the Senior Revolver.  The Senior Term Loan has a seven-year maturity and the Senior Revolver has a five-year maturity. Commencing June 30, 2022, we are required to repay the Senior Term Loan portion of the Senior Secured Credit Facilities in quarterly principal installments of 0.25% of the aggregate original principal amount of the Senior Term Loan at closing, with the balance payable at maturity. Borrowings under the Senior Secured Credit Facilities bear interest, at the Company's option, at: (i) Base Rate equal to the greater of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by the administrative agent as its "prime rate," (c) a Eurocurrency Rate for such date plus 1.00% and (d) 1.00%; or (ii) the Eurocurrency Rate (provided that the Eurocurrency Rate applicable to the Senior Term Loan shall not be less than 0.50% per annum). The Applicable Rate for the Senior Term Loan with respect to Eurocurrency Rate Loans is 2.75% per annum and 1.75% per annum for Base Rate Loans. The Applicable Rate for the Senior Revolver with respect to Eurocurrency Rate Loans, SONIA Loans, and Alternative Currency Term Rate Loans ranges from 2.00% to 2.5% subject to the Company's Consolidated First Lien Net Leverage Ratio, while the Applicable Rate for Base Rate Loans ranges from 1.00% to 1.50% subject to the Company's Consolidated First Lien Net Leverage Ratio. We are also required to pay an unused commitment fee to the lenders under the Senior Revolver at the Applicable Commitment Fee of the average daily unutilized commitments. The Applicable Commitment Fee ranges from 0.40% to 0.50% subject to the Company's Consolidated First Lien Never Leverage Ratio.  As of December 31, 2021, we had outstanding borrowings of $500.0 million on the Senior Term Loan, no outstanding borrowings under our Senior Revolver and $4.2 million outstanding under letters of credit.                                         61

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  Table of Contents    Operating Activities 

Net cash provided by operating activities consists primarily of net loss adjusted for certain non-cash items, including stock-based compensation, depreciation and amortization and other non-cash charges, net.

  Net cash provided by operating activities during 2021 was $105.1 million, which primarily reflected our net loss of $88.7 million, offset by non-cash expenses that included $18.1 million of stock-based compensation, $137.7 million of depreciation and amortization, $22.4 million of loss on extinguishment of debt, $2.4 million of amortization of deferred financing costs, $1.2 million of impairment on disposal group, and $1.7 million of other non-cash items. These amounts were offset by a decrease to deferred income taxes of $36.5 million. Working capital sources of cash included a net increase of $44.2 million in deferred revenue and accounts receivable primarily resulting from the seasonality of our business where a significant number of customer agreements occur in the second and third quarter of each year, a $8.0 million increase in accounts payable and accrued liabilities, a $2.1 million increase in prepaid expenses and other assets, and $8.7 million in right-of-use assets. These sources were partially offset by a decrease in deferred commissions of $8.4 million, a decrease in lease liabilities of $6.4 million, and a decrease in other liabilities of $1.6 million.  Net cash provided by operating activities during the Successor 2020 Period was $36.9 million, which was attributable to our net loss of $178.0 million adjusted for certain non-cash items, including $8.7 million of stock-based compensation expense, $98.9 million of depreciation and amortization, $1.5 million in amortization of debt discount and issuance costs, $39.8 million of impairments related to held-for-sale assets and goodwill, and $1.6 million in other non-cash items. These amounts were offset by a decrease to deferred income taxes of $43.9 million. Working capital sources of cash included a net increase of $102.2 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 increase of $5.2 million. Prepaid expenses and other current assets increased by $26.9 million, while other liabilities increased by $3.0 million. These were offset by decreases in deferred commissions of $24.5 million and $4.5 million in accounts payable and accrued liabilities.  Net cash used in operating activities during the Predecessor 2020 Period 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 being fiscal year 2020.  

Investing Activities

  Our investing activities have consisted primarily of business acquisitions, purchases and maturities of marketable securities, 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 2021 was $15.2 million, consisting of $46.0 million due to the sale of Bridge, which was offset by our acquisitions of Impact and Elevate Data Sync of $16.9 million and $9.7 million, respectively, and purchases of property and equipment of $4.3 million.  Net cash used in investing activities during the Successor 2020 Period was $2,026.8 million, consisting of business acquisitions of $2,025.2 million and purchases of property and equipment of $1.6 million. These were offset by other significant items of $0.1 million.  Net cash provided by investing activities during the Predecessor 2020 Period was $14.9 million, consisting of cash maturities of our marketable securities of $15.6 million. These were offset by purchases of property and equipment of $0.7 million.                                         62

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  Table of Contents    Financing 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 2021 was $102.2 million, which consisted of $839.2 million of principal payments made on our Credit Facilities, $11.9 million of prepayment premiums paid in connection with our principal debt payments, $1.6 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 $492.2 million in total borrowings related to the Senior Secured Credit Facilities net of debt discount and issuance costs, as well as $259.3 million of IPO proceeds, net of offering costs paid of $6.1 million.  Net cash provided by financing activities during the Successor 2020 Period was $2,082.2 million, which was from borrowings under our Credit Facilities and contributions from stockholders. Total borrowings net of debt discount and issuance costs totaled $830.7 million, which was offset by $5.8 million of principal payments made during the period. Total proceeds from contributions from stockholders was $1,257.2 million.  Net cash used in financing activities during the Predecessor 2020 Period 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.  

Impact of Inflation

  While inflation may impact our net revenue and costs of revenue, we believe the effects of inflation, if any, on our results of operations and financial condition have not been significant. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future, including by heightened levels of inflation experienced globally as a consequence of the COVID-19 pandemic.  

Indemnification Agreements

  In the ordinary course of business, we enter into agreements of varying scope and terms pursuant to which we agree to indemnify customers, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by us or from intellectual property infringement claims made by third parties. In addition, we have entered into indemnification agreements with our directors and certain officers and employees that require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated balance sheets, consolidated statements of operations and comprehensive loss, or consolidated statements of cash flows.  

Critical Accounting Estimates

  Our management's discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with GAAP. In preparing our financial statements, we make estimates, assumptions and judgments that can have a significant impact on our reported revenue, results of operations and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty, and are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.  While our significant accounting policies are more fully described in Note 1-Description of Business and Summary of Significant Accounting Policies, we believe the following critical accounting estimates, assumptions and judgments have the most significant impact on our consolidated financial statements are described below.  Revenue Recognition  We generate revenue primarily from two main sources: (1) subscription and support revenue, which is comprised of SaaS fees from customers accessing our learning, assessment and talent management systems 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. Revenue is recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.                                         63

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We determined revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer

Identification of the performance obligations in the contract

Determination of the transaction price

Allocation of the transaction price to the performance obligations in the contract

Recognition of revenue when, or as, we satisfy a performance obligation

  We recognize revenue for subscription contracts on a ratable basis over the contract term based on the number of calendar days in each period, beginning on the date that our service is made available to the customer. Unearned revenue results from revenue amounts billed to customers in advance or cash received from customers in advance of the satisfaction of performance obligations. Determining the transaction price often involves judgments and estimates that can have a significant impact on the timing and amount of revenue reported. At times, the Company may adjust billing under a contract based on the addition of services or other circumstances, which are accounted for as variable consideration. The Company estimates these amounts based on historical experience and reduces revenue recognized.  Subscription and support revenue is derived from fees from customers to access our learning, assessment and talent management systems and support beyond the standard support that is included with all subscriptions. Subscription and support revenue is generally recognized on a ratable basis over the contract term.  Our professional services are typically considered distinct from the related subscription services as the promise to transfer the subscription can be fulfilled independently from the promise to deliver the professional services (i.e., customer receives standalone functionality from the subscription and the customer obtains the intended benefit of the subscription without the professional services). Professional services revenue is typically recognized over time as the services are rendered, using an efforts-expended (labor hours) input method.  Many of our contracts with customers contain multiple performance obligations. We account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price ("SSP") basis. We determine the standalone selling prices based on our overall pricing objectives by reviewing our significant pricing practices, including discounting practices, geographical locations, the size and volume of our transactions, the customer type, price lists, our pricing strategy, and historical standalone sales. Standalone selling price is analyzed on a periodic basis to identify if we have experienced significant changes in our selling prices.  

Deferred Commissions

  Deferred commissions are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be generally four years. We determined the period of benefit by taking into consideration our customer contracts, our technology and other factors. Amortization of deferred commissions is included in sales and marketing expenses in the accompanying consolidated statements of operations.                                         64

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  Table of Contents    Stock-Based Compensation  Successor  Prior to our IPO, we determined the grant date fair value for all unit-based awards granted to employees and nonemployees by using an option-pricing model. Because we were not a publicly traded company prior to our IPO, estimating grant date fair value required us to make assumptions, including the value of our equity, expected time to liquidity, and expected volatility. Stock-based compensation costs for granted units were recognized as expense over the requisite service period, which was generally the vesting period for awards, on a straight-line basis for awards with only a service condition. For granted units subject to performance conditions, the Company recorded expense when the performance condition became probable. Forfeitures were accounted for as they occurred.  We use the Black-Scholes option pricing model to determine the fair value of purchase rights issued to employees under our 2021 Employee Stock Purchase Plan ("2021 ESPP"). The Black-Scholes option pricing model is affected by the unit price and a number of assumptions, including the award's expected life, risk-free interest rate, the expected volatility of the underlying stock and expected dividends.  

These assumptions are estimated as follows:

 Fair Value of Our Common Stock. We rely on the closing price of our common stock as reported by the New York Stock Exchange on the date of grant to determine the fair value of our common stock.  

Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.

Expected Term. For the 2021 ESPP, we have used an expected term of 0.6 years for the first offering period and will use an expected term of 0.5 years for subsequent offering periods.

 Volatility. For the first offering period, we estimate the price volatility factor based on the historical volatilities of our comparable companies as we do not have a sufficient trading history for our common stock. To determine our comparable companies, we consider public enterprise cloud-based application providers and select those that are similar to us in size, stage of life cycle, and financial leverage. Beginning with the second offering period we will begin using the trading history of our own common stock to determine expected volatility.  

Expected Dividend Yield. We have not paid and do not expect to pay dividends for the foreseeable future.

  Predecessor  For the Predecessor Periods, we accounted for all stock options and awards granted to employees and nonemployees using a fair value method. Stock-based compensation was recognized as an expense and measured at the fair value of the award. The measurement date for employee awards was generally the date of the grant. Stock-based compensation costs were recognized as expense over the requisite service period, which was generally the vesting period for awards, on a straight-line basis for awards with only a service condition. Forfeitures were accounted for as they occurred.  During the Predecessor Periods, we used the Black-Scholes option pricing model to determine the fair value of stock options issued to our employees, as well as purchase rights issued to employees under our 2015 Employee Stock Purchase Plan ("2015 ESPP"). The Black-Scholes option pricing model is affected by the unit price and a number of assumptions, including the award's expected life, risk-free interest rate, the expected volatility of the underlying stock and expected dividends.  

These assumptions are estimated as follows:

Fair Value of Our Common Stock. We relied on the closing price of our common stock as reported by the New York Stock Exchange on the date of grant to determine the fair value of our common stock.

Risk-Free Interest Rate. We based the risk-free interest rate used in the Black-Scholes option pricing model on the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options.

 Expected Term. We estimated the expected term for stock options using the simplified method due to the lack of historical exercise activity for our Company. The simplified method calculated the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the 2015 ESPP, we used an expected term of 0.5 years to match the offering period.                                         65

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  Table of Contents    • Volatility. For the first offering period, we estimated the price volatility factor based on the historical volatilities of our comparable companies as we did not have a sufficient trading history for our common stock. To determine our comparable companies, we considered public enterprise cloud-based application providers and select those that are similar to us in size, stage of life cycle, and financial leverage. We applied this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price became available in connection with our initial IPO (as defined herein). For the remaining offering periods of the 2015 ESPP, we used the trading history of our own common stock to determine expected volatility.  

Expected Dividend Yield. We have not paid and do not expect to pay dividends for the foreseeable future.

Business Combinations

  We estimate the fair value of assets acquired and liabilities assumed in a business combination. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, acquired technology and acquired trade names, useful lives, royalty rates, and discount rates.  The estimates are inherently uncertain and subject to refinement during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, we may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. Historically, there have been no significant changes in our estimates or assumptions.  

Goodwill, Acquisition Intangibles and Other Long-Lived Assets – Impairment Assessment

  Goodwill represents the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. We assess goodwill for impairment for our reporting unit on an annual basis during our fourth fiscal quarter using an October 1 measurement date unless circumstances require a more frequent measurement.  When evaluating goodwill for impairment, we may first perform an assessment qualitatively whether it is more likely than not that our reporting unit's carrying amount exceeds its fair value, referred to as a "step zero" approach. If, based on the review of the qualitative factors, we determine it is not more likely than not that the fair value of our reporting unit is less than its carrying value, we would bypass the two-step impairment test. Events and circumstances we consider in performing the "step zero" qualitative assessment include significant underperformance relative to historical or projected future operating results, significant changes in our use of acquired assets or the strategy for our overall business, significant negative industry or economic trends, and significant declines in our stock price for a sustained period. If we conclude that it is more likely than not that our reporting unit's fair value is less than its carrying amount, we would perform the first step ("step one") of the two-step impairment test and calculate the estimated fair value of the reporting unit by using discounted cash flow valuation models and by comparing our reporting unit to guideline publicly traded companies. These methods require estimates of our future revenues, profits, capital expenditures, working capital, and other relevant factors, as well as selecting appropriate guideline publicly traded companies for our reporting unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans, industry data, and other relevant factors. Alternatively, we may bypass the qualitative assessment described above for our reporting unit in any period and proceed directly to performing step one of the goodwill impairment test.  With exception to the factors discussed in Note 8-Assets and Liabilities Held for Sale, we performed a step zero qualitative analysis for our assessment of goodwill impairment for fiscal years 2021, 2020, and 2019. After evaluating and weighing all relevant events and circumstances, we concluded that it is not more likely than not that the fair value of our reporting unit was less than its carrying amount. Consequently, we did not perform a step one quantitative analysis and determined goodwill was not impaired for our reporting unit for fiscal years 2021, 2020, and 2019.  Our intangible assets that have finite useful lives and other long-lived assets are assessed for potential impairment when there is evidence that events and circumstances related to our financial performance and economic environment indicate the carrying amount of the assets may not be recoverable. When impairment indicators are identified, we test for impairment using undiscounted cash flows. If such tests indicate impairment, then we measure and record the impairment as the difference between the carrying value of the asset and the fair value of the asset. Significant management judgment is required in forecasting future operating results used in the preparation of the projected cash flows. Should different conditions prevail, material write downs of our intangible assets or other long-lived assets could occur. We review the estimated remaining useful lives of our acquired intangible assets at each reporting period. A reduction in our estimate of remaining useful lives, if any, could result in increased annual amortization expense in future periods. With exception to the factors discussed in Note 8-Assets and Liabilities Held for Sale, we did not recognize any impairment charges on intangible assets that have finite useful lives or other long-lived assets in fiscal years 2021, 2020 and 2019.                                         66

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  Table of Contents    Income Taxes  We use the asset and liability method of accounting for income taxes. Under this method, income tax expense is recognized for the amount of taxes payable or refundable for the current year. In addition, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating losses and tax credit carryforwards. Management must make assumptions, judgments and estimates to determine our current provision for income taxes and our deferred tax assets and liabilities.  We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. Accordingly, the need to establish such allowance is assessed periodically by considering matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and results of recent operations. The evaluation of recoverability of the deferred tax assets requires that we weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified.  We account for uncertainty in tax positions by recognizing a tax benefit from uncertain tax positions when it is more likely than not that the position will be sustained upon examination. Evaluating our uncertain tax positions, determining our provision for (benefit from) income taxes, and evaluating the impact of the Tax Cuts and Jobs Act, are inherently uncertain and require making judgments, assumptions, and estimates.  While we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact the provision for (benefit from) income taxes and the effective tax rate in the period in which such determination is made.  The provision for (benefit from) income taxes includes the impact of reserve provisions and changes to reserves as well as the related net interest and penalties. In addition, we are subject to the continuous examination of our income tax returns by the United States Internal Revenue Service and other tax authorities that may assert assessments against us. We regularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for (benefit from) income taxes.  

Recent Accounting Pronouncements

For information on recent accounting pronouncements, see Recent Accounting Pronouncements in the notes to the consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

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                                                             Period from          Period from       Year Ended                                            Year Ended        April 1 to          January 1 to       December                                           December 31,      December 31,          March 31,            31,                                               2021              2020                 2020             2019 (dollars in thousands) Other Financial Data: Non-GAAP Operating Income (Loss) (1)           143,717             62,639                1,468         (21,712 ) Free Cash Flow (2)                             100,937             35,331              (57,771 )         8,721 Adjusted EBITDA (3)                            146,678             66,325                4,809          (9,297 ) Allocated Combined Receipts (4)                414,683            253,424               71,389         258,473                                            67

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  Table of Contents    (1) We define "non-GAAP operating income (loss)" as loss from operations excluding the impact of stock-based compensation, restructuring, transaction and sponsor related costs, amortization of acquisition-related intangibles, and the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and the Certica, Impact and Elevate Data Sync acquisitions that we do not believe are reflective of our ongoing operations.  

(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 (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, Impact and Elevate Data Sync 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, Impact and Elevate Data Sync acquisitions that we do not believe are reflective of our ongoing operations.  

Non-GAAP Operating Income (Loss)

   We define non-GAAP operating income (loss) 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, Impact and Elevate Data Sync acquisitions that we do not believe are reflective of our ongoing operations. We believe non-GAAP operating income (loss) 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 provides a reconciliation of loss from operations to non-GAAP operating income (loss) for each of the periods indicated:

                                                     Successor                           Predecessor                                           Year Ended       Period from          Period from       Year Ended                                            December         April 1 to          January 1 to       December                                               31,          December 31,          March 31,            31,                                              2021              2020                 2020             2019 (dollars in thousands) Loss from operations                      $   (46,948 )   $     (172,543 )     $      (16,587 )   $   (85,993 ) Stock-based compensation                       25,785             50,162                7,109          56,512 Reversal of payroll tax expense on secondary stock purchase transactions               -                  -                    -          (1,327 ) Restructuring, transaction and sponsor related costs                                  21,564             66,959                8,360               - Amortization of acquisition related intangibles                                   133,994             95,310                2,586           9,116 Change in fair value of contingent liability                                           -                  -                    -             (20 ) Fair value adjustment in connection with purchase accounting                        9,322             22,751                    -               - 

Non-GAAP operating income (loss) $ 143,717 $ 62,639

   $        1,468     $   (21,712 )   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.                                         68

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Table of Contents

The following table provides a reconciliation of net cash provided by (used in) operating activities to free cash flow for each of the periods indicated:

                                                     Successor                           Predecessor                                           Year Ended       Period from          Period from       Year Ended                                            December         April 1 to          January 1 to       December                                               31,          December 31,          March 31,            31,                                              2021              2020                 2020             2019 (dollars in thousands) Net cash provided by (used in) operating activities                      $   105,143     $       36,884       $      (57,058 )   $    18,861 Purchases of property and equipment and intangible assets                              (4,259 )           (1,634 )               (732 )       (10,243 ) Proceeds from disposals of property and equipment                                          53                 81                   19             103 Free cash flow                            $   100,937     $       35,331       $      (57,771 )   $     8,721   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, Impact and Elevate Data Sync acquisitions. Although we exclude the amortization of acquisition-related intangibles from this non-GAAP measure, management believes that it is important for investors to understand that such intangible assets were recorded as part of purchase accounting and contribute to revenue generation.  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 limitations as a financial measure, should be considered as supplemental in nature, and is not meant as a substitute for the related financial information prepared in accordance with U.S. GAAP.

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

                                                     Successor                           Predecessor                                           Year Ended       Period from          Period from       Year Ended                                            December         April 1 to          January 1 to       December                                               31,          December 31,          March 31,            31,                                              2021              2020                 2020             2019 (dollars in thousands) Net Loss                                  $   (88,679 )   $     (177,981 )     $      (22,203 )   $   (80,819 ) Interest on outstanding debt and loss on debt extinguishment                         72,775             50,921                    -               - Provision (benefit) for taxes                 (33,719 )          (43,924 )                183          (3,620 ) Depreciation                                    3,713              3,630                2,982          10,642 Amortization                                        7                  7                   35             219 Stock-based compensation                       25,785             50,162                7,109          56,512 Restructuring, transaction and sponsor related costs                                  23,480             65,449               14,117               - Reversal of payroll tax expense on the previous secondary stock purchase transaction                                         -                  -                2,586          (1,327 ) Amortization of acquisition-related intangibles                                   133,994             95,310                    -     $     9,116 Change in fair value of contingent liability                                           -                  -                    -             (20 ) Fair value adjustments to deferred revenue in connection with purchase accounting                                      9,322             22,751                    -               - Adjusted EBITDA                           $   146,678     $       66,325       $        4,809     $    (9,297 )                                            69

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  Table of Contents    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 the Take-Private Transaction and Certica, Impact and Elevate Data Sync 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 presents a reconciliation of revenue to Allocated Combined Receipts for each of the periods indicated:

                                                     Successor                           Predecessor                                           Year Ended       Period from          Period from       Year Ended                                            December         April 1 to          January 1 to       December                                               31,          December 31,          March 31,            31,                                              2021              2020                 2020             2019 (dollars in thousands) Revenue                                   $   405,361     $      230,673       $       71,389     $   258,473 Fair value adjustments to deferred revenue in connection with purchase accounting                                      9,322             22,751                    -               - Allocated Combined Receipts               $   414,683     $      253,424    

$ 71,389 $ 258,473

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