INSTRUCTURE HOLDINGS, INC. Management report and analysis of the financial situation and operating results. (Form 10-K)

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.

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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.

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.

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

Key factors affecting our performance

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

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


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

Develop our clientele


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

Cross-sell to 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 operational and financial measures, including the following key measures, to assess our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.

Number of clients


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.

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net income 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 elements of operating results

Income


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.

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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.

Revenue cost


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.

Functionnary costs


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

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

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

Other income (expenses)

Other income (expense), net, primarily includes interest income, interest expense and the impact of gains and losses on foreign currency transactions. Interest expense relates to fees incurred to access our credit facilities. As we have expanded our international operations, our exposure to foreign currency fluctuations 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.

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Results of Operations

The following tables present our results of operations for the periods presented and as a percentage of our total revenues 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




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(2) Includes amortization of acquisition-related intangible assets 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 social charges expense on secondary stock purchase transactions due to the reduction of estimated liabilities 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 )




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                                                      Successor                              Predecessor
                                                               Period from          Period from
                                            Year Ended         April 1 to          January 1 to        Year Ended
                                           December 31,       December 31,           March 31,        December 31,
(as a percentage of total revenue)             2021               2020                 2020               2019

Income:

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.

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Revenue Cost 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 %




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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 Group of goodwill and disposal held for sale

                                                           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 %




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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 (expenses), 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.

Comparison between the successor 2020 period and the previous 2020 period compared to the financial 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.

Cash 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 significant cash requirements arising from contractual and other known obligations consist primarily of our senior term loan obligations and operating facility leases, including certain letters of credit . The expected schedule for these payments is as follows:

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                                               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)

From December 31, 2021 and December 31, 2020we had a total of $4.2 million
and $4.7 millionrespectively, outstanding letters of credit that have been issued to secure certain of the Company’s obligations under facility leases and other contractual agreements.


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.

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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.

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Operating Activities

Net cash from 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.

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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.

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We have determined revenue recognition based on the following steps:

Identification of the contract(s) with a customer

Identification of performance obligations in the contract

Determination of the transaction price

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

Revenue recognition when, or over time, 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.

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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 return available on we
Treasury zero-coupon issues with remaining terms similar to the expected term of the options.

Expected duration. For the 2021 ESPP, we used an expected duration of 0.6 years for the first offering period and will use an expected duration 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 any dividends in 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 shares. We relied on the closing price of our common shares as published by the New York Stock Exchange at the date of grant to determine the fair value of our common shares.

Risk-free interest rate. We have based the risk-free interest rate used in the Black-Scholes option pricing model on the implied return available on we
Treasury zero-coupon issues with remaining terms similar to the expected term of 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.

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•
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 any dividends in 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.

Good willAcquired Intangible Assets and Other Long Lived Assets – Assessment of Impairment


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.

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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 more 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




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(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, plant and equipment and intangible assets, net of proceeds from disposals of property, plant 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 operating loss to non-GAAP operating income 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.

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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 supplemental in nature, and is not intended to replace related financial information prepared in accordance with we GAAP.

The following table provides 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 )




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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 provides a reconciliation of revenue and combined restricted revenue 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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