SALT LAKE CITY, May 24, 2024 /PRNewswire/ -- Instructure Holdings, Inc. (NYSE: INST) ("Instructure") today announced that company management will present at the upcoming investor conference: Baird Global Consumer, Technology & Services Conference. On Tuesday, June 4, 2024, Chief Financial Officer Peter Walker will present in-person at 10:50 a.m. ET (8:50 a.m. MT) and meet with investors in New York, NY. The webcast can be viewed here and an archive of the webcast will be available for a limited time on Inst ...

Investors might want to bet on Instructure Holdings (INST) , as earnings estimates for this company have been showing solid improvement lately. The stock has already gained solid short-term price momentum, and this trend might continue with its still improving earnings outlook. The upward trend in estimate revisions for this education technology company reflects growing optimism of analysts on its earnings prospects, which should get reflected in its stock price. After all, empirical research shows a strong ...

Group to recommend data retention, security and governance standards and best practices SALT LAKE CITY, May 16, 2024 /PRNewswire/ -- Instructure, the leading learning ecosystem, working with Internet2, a member-driven research and education community working to solve technology challenges, today announced the creation of a Data Advisory Council to address the rising data management and archiving needs of higher educational institutions throughout the world. Comprising members from Instructure and Internet2, ...

Instructure Holdings (INST) closed the last trading session at $19.64, gaining 2.3% over the past four weeks, but there could be plenty of upside left in the stock if short-term price targets set by Wall Street analysts are any guide. The mean price target of $29.90 indicates a 52.2% upside potential. The mean estimate comprises 10 short-term price targets with a standard deviation of $3.03. While the lowest estimate of $25 indicates a 27.3% increase from the current price level, the most optimistic analyst ...

SALT LAKE CITY, May 9, 2024 /PRNewswire/ -- Instructure Holdings, Inc. (NYSE: INST) ("Instructure") today announced that company management will present at the upcoming investor conferences: 19th Annual Needham Technology, Media & Consumer Conference. On Thursday, May 16, 2024, Chief Financial Officer Peter Walker and Chief Strategy Officer Mitch Benson will virtually host a presentation at 12:45 p.m. ET (10:45 a.m. MT) and meet with investors. The webcast can be viewed here. And an archive of the webcast ...

Financial Performance - Revenue for Q1 2024 was $155.5 million, up from $128.8 million in Q1 2023, representing a growth of 20.7%[97] - Adjusted EBITDA increased to $64.9 million in Q1 2024 from $48.3 million in Q1 2023, reflecting a growth of 34.3%[97] - Net loss widened to $21.1 million in Q1 2024 compared to a net loss of $11.9 million in Q1 2023[97] - Subscription and support revenue reached $144.7 million in Q1 2024, compared to $118.5 million in Q1 2023, indicating a growth of 22.1%[119] - Professional services and other revenue slightly increased to $10.8 million in Q1 2024 from $10.4 million in Q1 2023[119] - Total revenue for the three months ended March 31, 2024, was $155.5 million, an increase of $26.6 million or 21% compared to $128.8 million in the same period of 2023[123] - Subscription and support revenue increased by $26.2 million to $144.7 million, driven by expanded use among new and existing customers, with international markets contributing 19% of total revenue[124] - Non-GAAP operating income for the three months ended March 31, 2024 was $63.5 million, an increase from $47.2 million in the same period in 2023[160] - Adjusted EBITDA for the three months ended March 31, 2024, was $64,944 thousand, up from $48,258 thousand in 2023, representing a year-over-year increase of approximately 34.5%[166]. - The net loss for the three months ended March 31, 2024, was $(21,125) thousand, compared to $(11,857) thousand in 2023, indicating a significant increase in losses[166]. Operating Expenses - Total operating expenses rose to $107.2 million in Q1 2024, up from $88.9 million in Q1 2023, marking an increase of 20.5%[119] - Sales and marketing expenses rose to $59.3 million, an increase of $8.4 million or 17% compared to $50.9 million in the prior year[128] - Research and development expenses increased by $3.8 million to $27.5 million, primarily due to higher salaries and stock-based compensation[129] - General and administrative expenses surged by $6.0 million to $20.4 million, reflecting increased contractor costs and payroll-related benefits[130] - Other income (expense), net, showed a significant increase in expense of $14.0 million, primarily due to higher interest expenses related to additional borrowings[131] Cash Flow and Liquidity - As of March 31, 2024, the company had cash, cash equivalents, and restricted cash totaling $89.3 million, down from $344.2 million as of December 31, 2023[133] - Net cash used in operating activities for the three months ended March 31, 2024 was $92.6 million, compared to $80.9 million for the same period in 2023, reflecting a net loss of $21.1 million[147][148] - Free cash flow for the three months ended March 31, 2024, was $(94,426) thousand, compared to $(82,239) thousand for the same period in 2023, reflecting a worsening cash position[163]. - The company had outstanding borrowings of $1,173.3 million on the Senior Term Loan and the 2023 Incremental Term Loans as of March 31, 2024[145] - The company had no outstanding borrowings under its $125.0 million Senior Revolver as of March 31, 2024, with interest rates at 2.5%[177]. Acquisitions and Investments - The company acquired Parchment, enhancing its credentialing capabilities and expanding its market presence[95] - Net cash used in investing activities during the three months ended March 31, 2024 was $823.6 million, primarily due to the acquisition of Parchment, compared to $1.3 million in the same period in 2023[150] - The company incurred $5,615 thousand in transaction costs related to merger and acquisition activities during the three months ended March 31, 2024[166]. Debt and Financing - The company entered into the second amendment to the 2021 Credit Agreement on February 1, 2024, which included an aggregate principal amount of $685.0 million for the 2023 Incremental Term Loans[144] - The Senior Term Loan has a seven-year maturity, with quarterly principal installments required starting June 30, 2022[142] - The transition from LIBOR to SOFR for borrowings was effective on July 5, 2023, with applicable rates remaining at 2.75% per annum for SOFR loans[143] Market Strategy and Risks - The company is focused on increasing cloud-based software adoption among Higher Education and K-12 institutions to drive future growth[102] - The company aims to grow its customer base through targeted investments in sales and marketing, particularly in North America and internationally[103] - The company continues to face risks related to economic uncertainty, including inflation and labor shortages, which may impact future performance[171]. - The company has not entered into any hedging arrangements for foreign currency risk, which may affect its financial results due to fluctuations in exchange rates[175].

[Financial Highlights and Business Overview](index=1&type=section&id=Financial%20Highlights%20and%20Business%20Overview) Instructure exceeded Q1 2024 guidance with $155.5 million revenue (20.7% growth) and a 41.8% Adjusted EBITDA margin, demonstrating strong operational scale and Parchment integration - CEO Steve Daly highlighted that **Q1 results exceeded all guided metrics**, demonstrating the platform's **durability and operational scale**, and noted **positive momentum in integrating Parchment**[2](index=2&type=chunk) Q1 2024 Key Financial Highlights (YoY) | Metric | Q1 2024 Value | Year-over-Year Change | | :--- | :--- | :--- | | **Revenue** | $155.5 million | +20.7% | | **Organic Constant Currency Revenue Growth** | N/A | 6.8% | | **Subscription and Support Revenue** | $144.7 million | +22.1% | | **GAAP Net Loss** | ($21.1) million | Increased by $9.3M | | **GAAP Net Loss Margin** | (13.6)% | Decreased 440 bps | | **Adjusted EBITDA** | $64.9 million | +$16.6M | | **Adjusted EBITDA Margin** | 41.8% | Expanded 430 bps | - The increase in **GAAP Net Loss to $21.1 million** was primarily driven by **higher interest expense** resulting from the **acquisition of Parchment**[5](index=5&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) Q1 2024 saw revenue grow 20.7% to $155.5 million, with Non-GAAP Operating Income and Adjusted EBITDA up 34.6%, while the Parchment acquisition increased total debt to $1.17 billion Key Financials (Three months ended March 31) | Metric | 2024 | 2023 | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | $155.5M | $128.8M | 20.7% | | Loss from Operations | ($6.1M) | ($5.9M) | 2.8% | | Non-GAAP Operating Income* | $63.5M | $47.2M | 34.6% | | GAAP Net Loss | ($21.1M) | ($11.9M) | 78.2% | | Adjusted EBITDA* | $64.9M | $48.3M | 34.6% | | Adjusted EBITDA Margin* | 41.8% | 37.5% | 430 bps | | Remaining Performance Obligations (RPO) | $820.4M | $703.7M | 16.6% | - The Parchment acquisition significantly impacted the balance sheet: cash and equivalents decreased from **$344.2 million** (Dec 31, 2023) to **$89.3 million**, while total debt increased from **$491.3 million** to **$1,173.3 million**[7](index=7&type=chunk) - As of March 31, 2024, the total leverage ratio was **5.1x** and the net leverage ratio was **4.7x**, with the company on track for a year-end net leverage ratio of **3.4x**[7](index=7&type=chunk) [Second Quarter and Full Year 2024 Guidance](index=2&type=section&id=Second%20Quarter%20and%20Full%20Year%202024%20Guidance) Instructure projects Q2 2024 revenue between $166.5 million and $167.5 million, with full-year revenue expected to range from $656.5 million to $666.5 million and Adjusted EBITDA from $271.0 million to $274.0 million Second Quarter 2024 Guidance (in millions) | Metric | Amount | YoY Change | | :--- | :--- | :--- | | Revenue | $166.5 - $167.5 | 27.0% - 27.8% | | Non-GAAP operating income* | $66.0 - $67.0 | 31.6% - 33.6% | | Adjusted EBITDA* | $67.5 - $68.5 | 31.7% - 33.6% | | Non-GAAP net income* | $28.0 - $29.0 | 0.1% - 3.7% | Full Year 2024 Guidance (in millions) | Metric | Amount | YoY Change | | :--- | :--- | :--- | | Revenue | $656.5 - $666.5 | 23.8% - 25.7% | | Non-GAAP operating income* | $265.0 - $268.0 | 26.3% - 27.8% | | Adjusted EBITDA* | $271.0 - $274.0 | 26.5% - 27.9% | | Non-GAAP net income* | $123.0 - $127.0 | (1.5)% - 1.7% | | Adjusted Unlevered Free Cash Flow* | $262.0 - $265.0 | 16.2% - 17.5% | [Consolidated Financial Statements](index=7&type=section&id=Consolidated%20Financial%20Statements) This section presents the unaudited Consolidated Balance Sheets, Statements of Operations, and Statements of Cash Flows for Q1 2024, offering a detailed GAAP-based view of the company's financial position and performance [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) Presents the company's assets, liabilities, and equity as of March 31, 2024, highlighting the impact of the Parchment acquisition on key accounts Balance Sheet Summary (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$2,791,479** | **$2,157,978** | | Cash and cash equivalents | $83,015 | $341,047 | | Goodwill | $1,858,136 | $1,265,316 | | Intangible assets, net | $654,686 | $399,712 | | **Total Liabilities** | **$1,512,904** | **$872,486** | | Long-term debt, net | $1,142,090 | $482,387 | | Deferred revenue | $235,000 | $302,660 | | **Total Stockholders' Equity** | **$1,278,575** | **$1,285,492** | - The significant increase in **Goodwill**, **Intangible Assets**, and **Long-term Debt** from Dec 31, 2023, to March 31, 2024, is primarily due to the **acquisition of Parchment**[7](index=7&type=chunk)[32](index=32&type=chunk) [Consolidated Statements of Operations and Comprehensive Loss](index=8&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Details the company's revenues, expenses, and net loss for the three months ended March 31, 2024, showing the impact of increased interest expense Statement of Operations Summary (in thousands, for three months ended March 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | **Total Revenue** | **$155,455** | **$128,843** | | Subscription and support | $144,657 | $118,480 | | Gross Profit | $101,102 | $83,011 | | Loss from Operations | ($6,080) | ($5,914) | | Interest Expense | ($22,596) | ($9,485) | | **Net Loss** | **($21,125)** | **($11,857)** | | Net Loss per Share | ($0.15) | ($0.08) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for Q1 2024, highlighting the significant cash impact of the Parchment acquisition Statement of Cash Flows Summary (in thousands, for three months ended March 31) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | ($92,553) | ($80,918) | | Net cash used in investing activities | ($823,612) | ($1,321) | | Net cash provided by financing activities | $662,191 | $766 | | **Net decrease in cash** | **($254,953)** | **($81,172)** | - Investing activities were dominated by **$821.7 million** used for business acquisitions (Parchment), while financing activities included **$664.3 million** in proceeds from new term debt to fund the acquisition[35](index=35&type=chunk) [Reconciliation of GAAP to Non-GAAP Measures](index=10&type=section&id=Reconciliation%20of%20GAAP%20to%20Non-GAAP%20Measures) This section provides detailed reconciliations of non-GAAP financial measures to GAAP, adjusting for items like stock-based compensation and acquisition-related intangibles, to clarify underlying operational performance [Reconciliation of Non-GAAP Operating Income](index=10&type=section&id=Reconciliation%20of%20Non-GAAP%20Operating%20Income) Reconciles GAAP Loss from Operations to Non-GAAP Operating Income, adjusting for non-cash and non-recurring items such as stock-based compensation and amortization Reconciliation to Non-GAAP Operating Income (Q1 2024, in thousands) | Description | Amount | | :--- | :--- | | **Loss from operations (GAAP)** | **($6,080)** | | Stock-based compensation | $12,445 | | Transaction costs | $5,615 | | Restructuring costs | $4,930 | | Amortization of acquisition-related intangibles | $43,326 | | Other adjustments | $3,258 | | **Non-GAAP operating income** | **$63,494** | [Reconciliation of Adjusted EBITDA](index=11&type=section&id=Reconciliation%20of%20Adjusted%20EBITDA) Reconciles GAAP Net Loss to Adjusted EBITDA, incorporating adjustments for interest, taxes, depreciation, amortization, stock-based compensation, and other non-recurring costs Reconciliation to Adjusted EBITDA (Q1 2024, in thousands) | Description | Amount | | :--- | :--- | | **Net loss (GAAP)** | **($21,125)** | | Interest, taxes, depreciation & amortization | $60,124 | | Stock-based compensation | $12,445 | | Transaction, restructuring & other costs | $13,797 | | **Adjusted EBITDA** | **$64,944** | [Reconciliation of Non-GAAP Net Income](index=11&type=section&id=Reconciliation%20of%20Non-GAAP%20Net%20Income) Reconciles GAAP Net Loss to Non-GAAP Net Income, primarily by adding back stock-based compensation and amortization of acquisition-related intangibles Reconciliation to Non-GAAP Net Income (Q1 2024, in thousands) | Description | Amount | | :--- | :--- | | **Net loss (GAAP)** | **($21,125)** | | Stock-based compensation | $12,445 | | Amortization of acquisition-related intangibles | $43,326 | | Other adjustments (net of tax effects) | ($1,970) | | **Non-GAAP net income** | **$32,676** | | **Non-GAAP net income per diluted share** | **$0.22** | [Reconciliation of Free Cash Flow and Adjusted Unlevered Free Cash Flow](index=12&type=section&id=Reconciliation%20of%20Free%20Cash%20Flow%20and%20Adjusted%20Unlevered%20Free%20Cash%20Flow) Reconciles net cash used in operating activities to Free Cash Flow and Adjusted Unlevered Free Cash Flow, adjusting for capital expenditures and financing-related items Reconciliation to Adjusted Unlevered Free Cash Flow (Q1 2024, in thousands) | Description | Amount | | :--- | :--- | | **Net cash used in operating activities** | **($92,553)** | | Purchases of property and equipment | ($1,881) | | **Free cash flow** | **($94,426)** | | Cash paid for interest & other adjustments | $15,446 | | **Unlevered free cash flow** | **($78,980)** | | Transaction, restructuring & other costs | $13,663 | | **Adjusted unlevered free cash flow** | **($65,317)** | [Reconciliation of Organic Constant Currency Revenue Growth](index=14&type=section&id=Reconciliation%20of%20Organic%20Constant%20Currency%20Revenue%20Growth) Details the calculation of organic constant currency revenue growth by adjusting reported revenue growth for inorganic contributions and foreign currency impacts Organic Constant Currency Revenue Growth (Q1 2024) | Description | Growth Rate | | :--- | :--- | | Reported revenue growth | 20.7% | | Inorganic revenue growth | (14.0%) | | **Organic revenue growth** | **6.7%** | | Impact from foreign currency exchange | 0.1% | | **Organic constant currency revenue growth** | **6.8%** | [Reconciliation of Net Debt](index=14&type=section&id=Reconciliation%20of%20Net%20Debt) Provides a reconciliation of net debt and associated leverage ratios, highlighting the significant increase due to the Parchment acquisition Net Debt and Leverage Ratio | Metric | March 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Net Debt (in thousands)** | **$1,084,002** | **$147,042** | | Gross leverage ratio | 5.1x | 2.3x | | Net leverage ratio | 4.7x | 0.7x | [Non-GAAP Financial Measures Definitions](index=4&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section defines key non-GAAP financial measures, including Non-GAAP Operating Income and Adjusted EBITDA, explaining their use for consistency and comparability by excluding non-cash or non-recurring items, and introduces new organic growth metrics post-Parchment acquisition - The company uses non-GAAP measures to provide **consistency and comparability** with past financial performance and to assist in **comparisons with other companies**[15](index=15&type=chunk) - Due to the recent **acquisition of Parchment**, Instructure introduced new non-GAAP measures: **Organic Constant Currency Revenue Growth** and **Organic Constant Currency Subscription and Support Revenue Growth**[16](index=16&type=chunk) - Key non-GAAP measures are defined, including **Non-GAAP Operating Income**, **Adjusted EBITDA**, **Non-GAAP Net Income**, and **Adjusted Unlevered Free Cash Flow**, which generally exclude items like **stock-based compensation**, **amortization of acquisition-related intangibles**, and various **non-recurring costs**[18](index=18&type=chunk)[19](index=19&type=chunk)[21](index=21&type=chunk) [Other Information](index=4&type=section&id=Other%20Information) This section includes investor conference call details, a company overview, and standard forward-looking statement disclaimers as required by the Private Securities Litigation Reform Act of 1995 - A conference call to discuss the first quarter 2024 financial results was scheduled for **May 8, 2024**[11](index=11&type=chunk) - Instructure is an **education technology company** whose **Learning Platform** supports **tens of millions of educators and learners worldwide**[14](index=14&type=chunk) - The report contains **forward-looking statements** regarding **financial guidance and business strategy**, which are subject to **risks and uncertainties** such as economic conditions, customer spending, and interest rates[28](index=28&type=chunk)[29](index=29&type=chunk)

Available for teachers and students in Canvas worldwide at no extra cost SALT LAKE CITY, April 11, 2024 /PRNewswire/ -- Instructure, the leading learning ecosystem, today announced an exclusive Canvas collaborative learning experience for all Canvas customers, powered by Lucid Software, a leader in visual collaboration. Beginning on June 15, 2024, all Canvas customers worldwide will have access to the Lucid Education Suite, which empowers teachers and students with visual collaboration solutions anytime and ...

SALT LAKE CITY, April 10, 2024 /PRNewswire/ -- Instructure Holdings, Inc. (Instructure) (NYSE: INST), today announced that it will release financial results for the first quarter ended March 31, 2024 after the market closes on Wednesday, May 8, 2024. Instructure will hold a conference call to discuss the results that same day at 3:00 p.m. Mountain Time (5:00 p.m. Eastern Time). To register for the conference call, please click this link. Participants may also access the conference call by dialing 1-888-596- ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to Commission file number 001-40647 Instructure Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 84-4325548 (State ...