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    Instructure Reports Fourth Quarter and Full Year 2023 Results

    2/20/24 4:05:00 PM ET
    $INST
    Computer Software: Prepackaged Software
    Technology
    Get the next $INST alert in real time by email

    Reports Record Full Year Revenues, Adjusted EBITDA, and Adjusted Unlevered Free Cash Flow

    Expands Scale and Reach of the Instructure Platform by Acquiring Parchment, the World's Leading Credentialing Platform

    SALT LAKE CITY, Feb. 20, 2024 /PRNewswire/ -- Instructure Holdings, Inc. (Instructure) (NYSE:INST) today announced financial results for the fourth quarter and full year ended December 31, 2023.

    Instructure official logo (PRNewsFoto/Instructure)

    Full Year 2023 Highlights:

    (All results compared to prior-year period unless otherwise noted)

    • Record Revenues of $530.2 million, an increase of 11.6%
    • Net loss of $34.1 million, a slight improvement over prior year
    • Record Adjusted EBITDA* of $214.2 million, an increase of 19.3%, and Adjusted EBITDA Margin* of 40.4%
    • Cash flow from operations of $164.0 million, an increase of 16.9% and Adjusted Unlevered Free Cash Flow* of $225.5 million, an increase of 29.9%

    Fourth Quarter 2023 Highlights:

    (All results compared to prior-year period unless otherwise noted)

    • Revenues of $135.4 million, an increase of 8.5%
    • Net loss of $5.8 million, comparable to prior year
    • Adjusted EBITDA* of $56.5 million, an increase of 16.1%, and Adjusted EBITDA Margin* of 41.7%
    • Cash flow from operations of $36.7 million, an increase of over 100%, and Adjusted Unlevered Free Cash Flow* of $51.3 million, an increase of 74.8%

    2024 Full Year Guidance:

    • Full year 2024 guidance ranges for Revenue of $655.0 million to $665.0 million, Non-GAAP Operating Income* of $260.5 million to $265.5 million, Adjusted EBITDA* of $266.5 million to $271.5 million, Non-GAAP Net Income* of $105.5 million to $110.5 million and Adjusted Unlevered Free Cash Flow* of $259.5 million to $264.5 million

    *Non-GAAP Operating Income, Adjusted EBITDA, Non-GAAP Net Income and Adjusted Unlevered Free Cash Flow are non-GAAP measures. See "Non-GAAP Financial Measures" in the press release for information regarding the Company's use of non-GAAP financial measures as well as reconciliations to the most closely comparable GAAP measures for historical periods. Instructure is unable to provide guidance or a reconciliation for forward-looking non-GAAP measures because Instructure cannot provide a meaningful or accurate calculation or estimation of certain items without unreasonable effort. This is due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including stock-based compensation and amortization of acquisition-related intangibles. Thus, Instructure is unable to present a quantitative reconciliation of non-GAAP guidance to GAAP guidance because such information is not available.

    Key Financials:

    (Dollars in millions)









    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    YoY

    Percentage





    2023





    2022





    YoY

    Percentage









































    Revenue



    $

    135.4





    $

    124.7







    8.5

    %



    $

    530.2





    $

    475.2







    11.6

    %

    Income (loss) from Operations



    $

    0.2





    $

    (3.8)







    105.9

    %



    $

    (3.2)





    $

    (16.5)







    80.5

    %

    Non-GAAP Operating Income*



    $

    55.4





    $

    46.5







    19.1

    %



    $

    209.8





    $

    173.9







    20.6

    %

    GAAP Net Loss



    $

    (5.8)





    $

    (5.7)







    (0.8)

    %



    $

    (34.1)





    $

    (34.2)







    0.5

    %

    GAAP Net Loss Margin





    (4.3)

    %





    (4.6)

    %



    30 bps







    (6.4)

    %





    (7.2)

    %



    80 bps



    Adjusted EBITDA*



    $

    56.5





    $

    48.6







    16.1

    %



    $

    214.2





    $

    179.6







    19.3

    %

    Adjusted EBITDA Margin*





    41.7

    %





    39.0

    %



    270 bps







    40.4

    %





    37.7

    %



    270 bps



    Cash Flow from Operations



    $

    36.7





    $

    17.0







    115.9

    %



    $

    164.0





    $

    140.3







    16.9

    %

    Adjusted Unlevered Free Cash Flow*



    $

    51.3





    $

    29.3







    74.8

    %



    $

    225.5





    $

    173.5







    29.9

    %

    Remaining Performance Obligations ("RPO")



    $

    833.5





    $

    760.1







    9.7

    %



    $

    833.5





    $

    760.1







    9.7

    %



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

    Steve Daly, Instructure CEO, said, "During the fourth quarter, we exceeded the high end of our guidance range for Revenue, Adjusted EBITDA and Adjusted Unlevered Free Cash Flow, reflecting our unrelenting focus and the strength of our model. These exceptional results were driven by our increasing competitive advantage, strong execution, and the formidable cash flow we generate and reinvest behind high-growth initiatives. We head into 2024 with meaningfully enhanced scale, a broader portfolio, and access to new buyers due to the Parchment acquisition. We have never been more excited about our ability to elevate teaching and learning and drive results for our shareholders."

    Balance Sheet and Cash Flow

    As of December 31, 2023, cash, cash equivalents and restricted cash were $344.2 million and total debt was $491.3 million compared to cash, cash equivalents and restricted cash of $190.3 million and total debt of $496.3 million as of December 31, 2022. The increase in cash, cash equivalents and restricted cash since December 31, 2022 was driven by strong business performance and the fact that 2022 included the purchase of LearnPlatform. Instructure ended 2023 with a net leverage ratio of 0.7x Net Debt to Adjusted EBITDA. As of December 31, 2023, available borrowings under Instructure's revolving credit facility, net of letters of credit outstanding, were $121.8 million. The Company generated cash flow from operations of $164.0 million for the twelve months ended December 31, 2023 compared to $140.3 million in the prior year period, an increase of 16.9% year-over-year. Adjusted Unlevered Free Cash Flow was $225.5 million for the twelve months ended December 31, 2023 compared to $173.5 million in the prior year period, an increase of 29.9% year-over-year.

    First Quarter and Full Year 2024 Guidance

    The following tables summarize first quarter and full year 2024 guidance. 





    First Quarter 2024 Guidance

    (dollars in millions)



    Amount



    Quarter-over-quarter

    change

    Revenue



    $153.8 - $154.8



    19.4% - 20.1%

    Non-GAAP operating income*



    $55.9 - $56.9



    17.8% - 19.9%

    Adjusted EBITDA*



    $57.3 - $58.3



    18.1% - 20.2%

    Non-GAAP net income*



    $20.0 - $21.0



    (28.3)% - (24.7)%















    Full Year 2024 Guidance

    (dollars in millions)



    Amount



    Year-over-year

     change

    Revenue



    $655.0 - $665.0



    23.5% - 25.4%

    Non-GAAP operating income*



    $260.5 - $265.5



    24.2% - 26.6%

    Adjusted EBITDA*



    $266.5 - $271.5



    24.4% - 26.7%

    Non-GAAP net income*



    $105.5 - $110.5



    (15.5)% - (11.5)%

    Adjusted Unlevered Free Cash Flow*



    $259.5 - $264.5



    15.1% - 17.3%

    The Company's guidance ranges reflect expectations that existing macroeconomic conditions and the current foreign currency environment continue through 2024. These forward-looking statements reflect the Company's expectations as of today's date. Actual results may differ materially.

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

    Conference Call Information

    The Company will hold a conference call to discuss the fourth quarter and full year 2023 financial results today, February 20, 2024 at 3:00 PM Mountain Time (5:00 PM Eastern Time).

    Participants may access the conference call by dialing 1-888-330-2384 (U.S. and Canada) or 1-240-789-2701 (International) and using conference code 1348899 approximately ten minutes before the start of the call. A live audio webcast of the conference call will also be available on Instructure's investor relations website at https://ir.instructure.com under "Events & Presentations".

    A replay will be available after the conclusion of the call on Instructure's investor relations website under "Events & Presentations" or by dialing 1-800-770-2030 (U.S. and Canada) or 1-647-362-9199 (International) and using conference code 1348899. The telephone replay will be available through Tuesday, February 27, 2024.

    About Instructure

    Instructure (NYSE:INST) is an education technology company dedicated to elevating student success, amplifying the power of teaching, and inspiring everyone to learn together. Today the Instructure Learning Platform supports tens of millions of educators and learners around the world. Learn more at www.instructure.com.

    Non-GAAP Financial Measures

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

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

    ACR. We define ACR as the combined receipts of our Company and companies that we have acquired allocated to the period of service delivery. We calculate ACR as the sum of (i) revenue and (ii) the impact of fair value adjustments to acquired unearned revenue related to Thoma Bravo's acquisition of Instructure (the "Take-Private Transaction") and the Certica Holdings, LLC ("Certica"), Eesysoft Software International B.V. (which was rebranded to "Impact by Instructure" or "Impact" subsequent to acquisition), and Kimono LLC (which was rebranded to "Elevate Data Sync" subsequent to acquisition) acquisitions where we do not believe such adjustments are reflective of our ongoing operations. Management uses this measure to evaluate the 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. Effective January 1, 2022, Instructure adopted Accounting Standard Update ("ASU") No. 2021-08, Business Combinations (Topic 805), which requires that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606). As a result, GAAP revenue and ACR have converged.

    Non-GAAP Operating Income. We define non-GAAP operating income as income/(loss) from operations excluding the impact of stock-based compensation, transaction costs, sponsor costs, other non-recurring 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. We believe non-GAAP operating income is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance. Although we exclude the amortization of acquisition-related intangibles from the 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.

    Non-GAAP Net Income. We define non-GAAP net income as net loss excluding the impact of stock-based compensation, amortization of acquisition-related intangibles, the impact of fair value adjustments to acquired unearned revenue relating to the Take-Private Transaction and the Certica, Impact, and Elevate Data Sync acquisitions, transaction costs, sponsor costs, other non-recurring costs, and effects of foreign currency transaction (gains) and losses that we do not believe are reflective of our ongoing operations. The tax effects of the adjustments are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction. We believe Non-GAAP net income is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance. Although we exclude the amortization of acquisition-related intangibles from the 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. Basic non-GAAP net income per common share attributable to common stockholders is computed by dividing non-GAAP net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted non-GAAP net income per common share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period.

    Adjusted EBITDA; Adjusted EBITDA Margin. EBITDA is defined as earnings before debt-related costs, including interest and loss on debt extinguishment, benefit for taxes, depreciation, and amortization. We further adjust EBITDA to exclude certain items of a significant or unusual nature, including stock-based compensation, transaction costs, sponsor costs, other non-recurring costs, effects of foreign currency transaction (gains) and losses, 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. 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. Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by ACR.

    Free Cash Flow, Unlevered Free Cash Flow and Adjusted Unlevered Free Cash Flow. We define free cash flow as net cash provided by operating activities less purchases of property and equipment and intangible assets, net of proceeds from disposals of property and equipment. We define unlevered free cash flow as free cash flow adjusted for cash paid for interest on outstanding debt and cash settled stock-based compensation. We define adjusted unlevered free cash flow as unlevered free cash flow adjusted for transaction costs, sponsor costs, impaired leases, and other non-recurring costs paid in cash. We believe free cash flow, unlevered free cash flow and adjusted unlevered free cash flow facilitate period-to-period comparisons of liquidity. We consider free cash flow, unlevered free cash flow and adjusted unlevered free cash flow to be important measures because they measure the amount of cash we generate and reflect changes in working capital.

    Non-GAAP Cost of Revenue and Non-GAAP Operating Expenses. We define non-GAAP cost of revenue and non-GAAP operating expenses as GAAP cost of revenue and GAAP operating expenses, respectively, excluding the impact of stock-based compensation, transaction costs, sponsor costs, other non-recurring costs, and amortization of acquisition-related intangibles that we do not believe are reflective of our ongoing operations. Although we exclude the amortization of acquisition-related intangibles from the non-GAAP measures, 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.

    Non-GAAP Gross Profit; Non-GAAP Gross Profit Margin. We define non-GAAP gross profit as gross profit excluding the impact of stock-based compensation, transaction costs, other non-recurring costs, amortization of acquisition-related intangibles, and fair value adjustments to deferred revenue in connection with purchase accounting that we do not believe are reflective of our ongoing operations. Although we exclude the amortization of acquisition-related intangibles from the 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. Non-GAAP Gross Profit Margin is defined as Non-GAAP gross profit divided by ACR.

    Net Debt. We define net debt as total outstanding term debt, less cash, cash equivalents and restricted cash. Management uses this supplemental non-GAAP measure to evaluate the Company's leverage.

    Forward-Looking Statements

    This press release contains, and statements made during the above referenced conference call will contain, "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's financial guidance for the first quarter of 2024 and for the full year ending December 31, 2024, the Company's growth, customer demand and application adoption, the Company's research and development efforts and future application releases, the Company's business strategy and the Company's expectations regarding future revenue, expenses, cash flows and net income or loss.

    These statements are not guarantees of future performance, but are based on management's expectations as of the date of this press release and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements. Important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include the following: risks associated with the continued economic uncertainty, including persistent inflation, labor shortages, high interest rates, foreign currency exchange volatility, concerns of economic slowdown or recession, reduced spending by customers and geopolitical instability; failure to continue our recent growth rates; the effects of increased usage of, or interruptions or performance problems associated with, our learning platform; the impact on our business and prospects from health pandemics and epidemics; our history of losses and expectation that we will not be profitable for the foreseeable future; or ability to acquire new customers and successfully retain existing customers; failure of the markets for our applications to develop at anticipated rates; failure to manage our growth effectively; and changes in the spending policies or budget priorities for government funding of Higher Education and K-12 institutions.

    These and other important risk factors are described more fully in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and other documents filed with the Securities and Exchange Commission and could cause actual results to vary from expectations. All information provided in this press release and in the conference call is as of the date hereof and Instructure undertakes no duty to update this information except as required by law.

     

    INSTRUCTURE HOLDINGS, INC.

    CONSOLIDATED BALANCE SHEETS

    (in thousands, except per share data)

     





    December 31,

    2023





    December 31,

    2022





    Assets



    (unaudited)











    Current assets:















    Cash and cash equivalents



    $

    341,047





    $

    185,954





    Accounts receivable—net





    67,193







    71,428





    Prepaid expenses





    12,082







    11,120





    Deferred commissions





    13,705







    13,390





    Other current assets





    4,797







    3,144





    Total current assets





    438,824







    285,036





    Property and equipment, net





    13,479







    12,380





    Right-of-use assets





    9,002







    13,575





    Goodwill





    1,265,316







    1,266,402





    Intangible assets, net





    399,712







    542,679





    Noncurrent prepaid expenses





    4,182







    871





    Deferred commissions, net of current portion





    13,816







    18,781





    Deferred tax assets





    6,739







    8,143





    Other assets





    6,908







    5,622





    Total assets



    $

    2,157,978





    $

    2,153,489





    Liabilities and stockholders' equity















    Current liabilities:















    Accounts payable



    $

    23,589





    $

    18,792





    Accrued liabilities





    23,760







    28,483





    Lease liabilities





    7,513







    7,205





    Long-term debt, current





    4,013







    4,013





    Deferred revenue





    291,784







    275,564





    Total current liabilities





    350,659







    334,057





    Long-term debt, net of current portion





    482,387







    486,471





    Deferred revenue, net of current portion





    10,876







    13,816





    Lease liabilities, net of current portion





    9,246







    16,610





    Deferred tax liabilities





    14,420







    24,702





    Other long-term liabilities





    4,898







    1,706





    Total liabilities





    872,486







    877,362





    Stockholders' equity:















    Common stock





    1,452







    1,429





    Additional paid-in capital





    1,619,020







    1,575,600





    Accumulated deficit





    (334,980)







    (300,902)





    Total stockholders' equity





    1,285,492







    1,276,127





    Total liabilities and stockholders' equity                                                                           



    $

    2,157,978





    $

    2,153,489





     

    INSTRUCTURE HOLDINGS, INC.



    CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS



    (in thousands, except per share data)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022







    (unaudited)





    (unaudited)





    (unaudited)









    Revenue:

























    Subscription and support



    $

    125,357





    $

    114,537





    $

    485,516





    $

    430,661



    Professional services and other





    10,019







    10,189







    44,694







    44,533



    Total revenue





    135,376







    124,726







    530,210







    475,194



    Cost of revenue:

























    Subscription and support





    41,167







    38,127







    158,699







    146,546



    Professional services and other





    6,600







    6,685







    27,616







    25,748



    Total cost of revenue





    47,767







    44,812







    186,315







    172,294



    Gross profit





    87,609







    79,914







    343,895







    302,900



    Operating expenses:

























    Sales and marketing





    47,947







    46,801







    197,690







    181,744



    Research and development





    22,290







    20,723







    88,162







    77,189



    General and administrative





    17,148







    16,170







    61,261







    60,447



    Total operating expenses





    87,385







    83,694







    347,113







    319,380



    Income (loss) from operations





    224







    (3,780)







    (3,218)







    (16,480)



    Other income (expense):

























    Interest income





    2,717







    1,313







    5,738







    1,679



    Interest expense





    (11,382)







    (8,258)







    (42,024)







    (24,595)



    Other income (expense)





    3,133







    3,989







    1,168







    (2,978)



    Total other income (expense), net





    (5,532)







    (2,956)







    (35,118)







    (25,894)



    Loss before income tax benefit (expense)





    (5,308)







    (6,736)







    (38,336)







    (42,374)



    Income tax benefit (expense)





    (459)







    1,013







    4,258







    8,132



    Net loss and comprehensive loss



    $

    (5,767)





    $

    (5,723)





    $

    (34,078)





    $

    (34,242)



    Net loss per common share, basic and diluted



    $

    (0.04)





    $

    (0.04)





    $

    (0.24)





    $

    (0.24)



    Weighted-average common shares used in computing basic and diluted net

    loss per common share





    144,868







    142,643







    143,968







    141,815



     

    INSTRUCTURE HOLDINGS, INC.



    CONSOLIDATED STATEMENTS OF CASH FLOWS



    (in thousands)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022







    (unaudited)





    (unaudited)





    (unaudited)









    Operating Activities:

























    Net loss



    $

    (5,767)





    $

    (5,723)





    $

    (34,078)





    $

    (34,242)



    Adjustments to reconcile net loss to net cash provided by (used in) operating

    activities:

























    Depreciation of property and equipment





    1,305







    1,346







    4,786







    4,491



    Amortization of intangible assets





    35,730







    34,522







    142,967







    136,717



    Amortization of deferred financing costs





    298







    297







    1,187







    1,178



    Stock-based compensation





    10,551







    8,915







    43,537







    33,585



    Deferred income taxes





    1







    (158)







    (7,792)







    (10,222)



    Other





    (2,448)







    (3,042)







    658







    3,669



    Changes in assets and liabilities:

























    Accounts receivable, net





    25,250







    1,903







    2,653







    (18,454)



    Prepaid expenses and other assets





    6,698







    16,881







    (8,552)







    5,940



    Deferred commissions





    1,754







    685







    4,650







    (648)



    Right-of-use assets





    1,225







    1,250







    4,573







    4,888



    Accounts payable and accrued liabilities





    7,576







    168







    11







    (2,227)



    Deferred revenue





    (44,444)







    (38,383)







    13,280







    24,238



    Lease liabilities





    (1,686)







    (1,474)







    (7,056)







    (6,817)



    Other liabilities





    672







    (184)







    3,192







    (1,825)



    Net cash provided by operating activities





    36,715







    17,003







    164,016







    140,271



    Investing Activities:

























    Purchases of property and equipment





    (1,232)







    (1,342)







    (5,940)







    (6,321)



    Proceeds from sale of property and equipment





    8







    2







    50







    43



    Business acquisitions, net of cash acquired





    —







    (89,529)







    —







    (109,013)



    Net cash used in investing activities





    (1,224)







    (90,869)







    (5,890)







    (115,291)



    Financing Activities:

























    Proceeds from issuance of common stock from employee equity plans





    —







    —







    6,017







    7,327



    Shares repurchased for tax withholdings on vesting of restricted stock units





    (1,682)







    (1,939)







    (6,630)







    (5,272)



    Repayments of long-term debt





    (1,250)







    (1,250)







    (5,000)







    (3,750)



    Payments of financing costs





    —







    (19)







    (84)







    (19)



    Net cash used in financing activities





    (2,932)







    (3,208)







    (5,697)







    (1,714)



    Foreign currency impacts on cash, cash equivalents and restricted cash





    3,012







    3,897







    1,513







    (2,153)



    Net increase (decrease) in cash, cash equivalents and restricted cash





    35,571







    (73,177)







    153,942







    21,113



    Cash, cash equivalents and restricted cash, beginning of period





    308,637







    263,443







    190,266







    169,153



    Cash, cash equivalents and restricted cash, end of period



    $

    344,208





    $

    190,266





    $

    344,208





    $

    190,266



    Supplemental cash flow disclosure:

























    Cash paid for taxes



    $

    98





    $

    68





    $

    2,755





    $

    3,102



    Interest paid



    $

    10,975





    $

    8,123





    $

    42,430





    $

    18,073



    Non-cash investing and financing activities:

























    Capital expenditures incurred but not yet paid



    $

    2





    $

    67





    $

    2





    $

    67



     

    RECONCILIATIONS OF GAAP MEASURES TO NON-GAAP MEASURES











    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP ALLOCATED COMBINED RECEIPTS



    (in thousands)



    (unaudited)

     

















    Three months ended

    December 31,





    Year ended

    December 31,

















    2023





    2022





    2023





    2022



    Revenue













    $

    135,376





    $

    124,726





    $

    530,210





    $

    475,194



    Fair value adjustments to deferred revenue in connection with purchase

    accounting















    —







    13







    —







    868



    Allocated combined receipts













    $

    135,376





    $

    124,739





    $

    530,210





    $

    476,062



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP OPERATING INCOME



    (in thousands)



    (unaudited)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Income (loss) from operations



    $

    224





    $

    (3,780)





    $

    (3,218)





    $

    (16,480)



    Stock-based compensation





    10,575







    10,856







    44,196







    39,779



    Transaction costs(1)





    5,857







    4,206







    15,512







    9,123



    Sponsor costs(2)





    34







    66







    147







    517



    Other non-recurring costs(3)





    2,956







    630







    10,162







    3,365



    Amortization of acquisition-related intangibles





    35,731







    34,520







    142,965







    136,710



    Fair value adjustments to deferred revenue in connection with

    purchase accounting





    —







    13







    —







    868



    Non-GAAP operating income



    $

    55,377





    $

    46,511





    $

    209,764





    $

    173,882





























    GAAP operating margin





    0.2

    %





    (3.0)

    %





    (0.6)

    %





    (3.5)

    %

    Non-GAAP operating margin





    40.9

    %





    37.3

    %





    39.6

    %





    36.5

    %

     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP ADJUSTED EBITDA



    (in thousands)



    (unaudited)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Net loss



    $

    (5,767)





    $

    (5,723)





    $

    (34,078)





    $

    (34,242)



    Interest on outstanding debt





    11,382







    8,257







    42,022







    24,591



    Income tax (benefit) expense





    459







    (1,013)







    (4,258)







    (8,132)



    Depreciation





    1,305







    1,346







    4,786







    4,491



    Amortization





    —







    2







    2







    7



    Stock-based compensation





    10,575







    10,856







    44,196







    39,779



    Transaction costs(1)





    5,857







    4,206







    15,512







    9,123



    Sponsor costs(2)





    34







    66







    147







    517



    Other non-recurring costs(4)





    2,956







    630







    10,269







    3,365



    Effects of foreign currency transaction (gains) and losses





    (3,343)







    (4,536)







    (1,671)







    2,514



    Amortization of acquisition-related intangibles





    35,731







    34,520







    142,965







    136,710



    Interest income





    (2,716)







    —







    (5,679)







    —



    Fair value adjustments to deferred revenue in connection with purchase

    accounting





    —







    13







    —







    868



    Adjusted EBITDA



    $

    56,473





    $

    48,624





    $

    214,213





    $

    179,591





























    Net loss margin





    (4.3)

    %





    (4.6)

    %





    (6.4)

    %





    (7.2)

    %

    Adjusted EBITDA margin





    41.7

    %





    39.0

    %





    40.4

    %





    37.7

    %

     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF FREE CASH FLOW, UNLEVERED FREE CASH FLOW & ADJUSTED UNLEVERED FREE CASH FLOW



    (in thousands)



    (unaudited)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022





























    Net cash provided by operating activities



    $

    36,715





    $

    17,003





    $

    164,016





    $

    140,271



    Purchases of property and equipment





    (1,232)







    (1,342)







    (5,940)







    (6,321)



    Proceeds from disposals of property and equipment





    8







    2







    50







    43



    Free cash flow



    $

    35,491





    $

    15,663





    $

    158,126





    $

    133,993



    Cash paid for interest on outstanding debt





    10,975







    8,123







    42,430







    18,073



    Cash settled stock-based compensation





    24







    1,941







    662







    6,194



    Unlevered free cash flow



    $

    46,490





    $

    25,727





    $

    201,218





    $

    158,260



    Transaction costs(1)





    2,300







    2,215







    12,174







    9,474



    Sponsor costs(2)





    34







    33







    169







    378



    Impaired leases





    390







    609







    1,486







    2,074



    Other non-recurring costs(5)





    2,079







    761







    10,442







    3,359



    Adjusted unlevered free cash flow



    $

    51,293





    $

    29,345





    $

    225,489





    $

    173,545



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP NET INCOME



    (in thousands, except per share data)



    (unaudited)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Net loss



    $

    (5,767)





    $

    (5,723)





    $

    (34,078)





    $

    (34,242)



    Stock-based compensation





    10,575







    10,856







    44,196







    39,779



    Amortization of acquisition-related intangibles





    35,731







    34,520







    142,965







    136,710



    Fair value adjustments to deferred revenue in connection with purchase

    accounting





    —







    13







    —







    868



    Transaction costs(1)





    5,857







    4,206







    15,512







    9,123



    Sponsor costs(2)





    34







    66







    147







    517



    Other non-recurring costs(4)





    2,956







    630







    10,269







    3,365



    Effects of foreign currency transaction (gains) and losses





    (3,343)







    (4,536)







    (1,671)







    2,514



    Tax effects of adjustments(6)





    (12,811)







    (11,652)







    (52,504)







    (47,989)



    Non-GAAP net income



    $

    33,232





    $

    28,380





    $

    124,836





    $

    110,645



    Non-GAAP net income per common share, basic



    $

    0.23





    $

    0.20





    $

    0.87





    $

    0.78



    Non-GAAP net income per common share, diluted



    $

    0.23





    $

    0.20





    $

    0.86





    $

    0.77



    Weighted average common shares used in computing basic Non-GAAP

    net income per common share





    144,868







    142,643







    143,968







    141,815



    Weighted average common shares used in computing diluted Non-

    GAAP net income per common share





    146,176







    144,261







    145,616







    143,440



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP GROSS PROFIT



    (in thousands)



    (unaudited)

     







    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Gross profit



    $

    87,609





    $

    79,914





    $

    343,895





    $

    302,900



    Stock-based compensation





    1,042







    833







    3,993







    3,090



    Transaction costs(1)





    132







    —







    1,143







    226



    Other non-recurring costs(7)





    635







    5







    1,909







    69



    Amortization of acquisition-related intangibles





    16,265







    15,952







    64,868







    63,386



    Fair value adjustments to deferred revenue in connection with

    purchase accounting





    —







    13







    —







    868



    Non-GAAP gross profit



    $

    105,683





    $

    96,717





    $

    415,808





    $

    370,539





























    GAAP gross margin





    64.7

    %





    64.1

    %





    64.9

    %





    63.7

    %

    Non-GAAP gross margin





    78.1

    %





    77.5

    %





    78.4

    %





    77.8

    %

     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NET DEBT



    (in thousands)



    (unaudited)

     













































































    December 31,

    2023





    December 31,

    2022



    Long-term principal, current









































































    $

    5,000





    $

    5,000



    Long-term principal, net of current portion











































































    486,250







    491,250



    Cash, cash equivalents and restricted cash











































































    (344,208)







    (190,266)



    Net debt









































































    $

    147,042





    $

    305,984



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP COST OF REVENUE



    Three Months Ended December 31, 2023



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    Costs





    Other non-

    recurring costs





    Amortization

    of acquired

    intangibles





    Non-GAAP



    Cost of Revenue:





































    Subscription and support



    $

    41,167





    $

    (463)





    $

    (132)





    $

    (497)





    $

    (16,265)





    $

    23,810



    Professional services and other





    6,600







    (579)







    —







    (138)







    —







    5,883



    Total cost of revenue



    $

    47,767





    $

    (1,042)





    $

    (132)





    $

    (635)





    $

    (16,265)





    $

    29,693



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP COST OF REVENUE



    Three Months Ended December 31, 2022



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    Costs





    Other non-

    recurring costs





    Amortization

    of acquired

    intangibles





    Non-GAAP



    Cost of Revenue:





































    Subscription and support



    $

    38,127





    $

    (383)





    $

    —





    $

    (5)





    $

    (15,952)





    $

    21,787



    Professional services and other





    6,685







    (450)







    —







    —







    —







    6,235



    Total cost of revenue



    $

    44,812





    $

    (833)





    $

    —





    $

    (5)





    $

    (15,952)





    $

    28,022



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP COST OF REVENUE



    Year Ended December 31, 2023



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    Costs





    Other non-

    recurring costs





    Amortization

    of acquired

    intangibles





    Non-GAAP



    Cost of Revenue:





































    Subscription and support



    $

    158,699





    $

    (1,775)





    $

    (1,116)





    $

    (1,563)





    $

    (64,868)





    $

    89,377



    Professional services and other





    27,616







    (2,218)







    (27)







    (346)







    —







    25,025



    Total cost of revenue



    $

    186,315





    $

    (3,993)





    $

    (1,143)





    $

    (1,909)





    $

    (64,868)





    $

    114,402



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP COST OF REVENUE



    Year Ended December 31, 2022



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    Costs





    Other non-

    recurring costs





    Amortization

    of acquired

    intangibles





    Non-GAAP



    Cost of Revenue:





































    Subscription and support



    $

    146,546





    $

    (1,348)





    $

    (135)





    $

    (33)





    $

    (63,386)





    $

    81,644



    Professional services and other





    25,748







    (1,742)







    (91)







    (36)







    —







    23,879



    Total cost of revenue



    $

    172,294





    $

    (3,090)





    $

    (226)





    $

    (69)





    $

    (63,386)





    $

    105,523



     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP OPERATING EXPENSES



    Three Months Ended December 31, 2023



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    costs





    Sponsor

    costs





    Other

    non-

    recurring

    costs





    Amortization

    of acquired

    intangibles





    Non-

    GAAP





    GAAP %

    of

    revenue





    Non-

    GAAP %

    of

    Revenue



    Operating expenses:























































    Sales and marketing



    $

    47,947





    $

    (2,829)





    $

    (170)





    $

    —





    $

    (835)





    $

    (19,462)





    $

    24,651







    35.4

    %





    18.2

    %

    Research and development





    22,290







    (3,887)







    (1,502)







    —







    (268)







    (4)







    16,629







    16.5

    %





    12.3

    %

    General and administrative





    17,148







    (2,817)







    (4,053)







    (34)







    (1,218)







    —







    9,026







    12.7

    %





    6.7

    %

    Total operating expenses



    $

    87,385





    $

    (9,533)





    $

    (5,725)





    $

    (34)





    $

    (2,321)





    $

    (19,466)





    $

    50,306







    64.6

    %





    37.2

    %

     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP OPERATING EXPENSES



    Three Months Ended December 31, 2022



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    costs





    Sponsor

    costs





    Other

    non-

    recurring

    costs





    Amortization

    of acquired

    intangibles





    Non-

    GAAP





    GAAP %

    of

    revenue





    Non-

    GAAP %

    of

    Revenue



    Operating expenses:























































    Sales and marketing



    $

    46,801





    $

    (2,888)





    $

    (1,129)





    $

    —





    $

    (76)





    $

    (18,568)





    $

    24,140







    37.5

    %





    19.4

    %

    Research and development





    20,723







    (3,206)







    (1,170)







    —







    (9)







    —







    16,338







    16.6

    %





    13.1

    %

    General and administrative





    16,170







    (3,929)







    (1,911)







    (66)







    (536)







    —







    9,728







    13.0

    %





    7.8

    %

    Total operating expenses



    $

    83,694





    $

    (10,023)





    $

    (4,210)





    $

    (66)





    $

    (621)





    $

    (18,568)





    $

    50,206







    67.1

    %





    40.3

    %

     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP OPERATING EXPENSES



    Year Ended December, 2023



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    costs





    Sponsor

    costs





    Other

    non-

    recurring

    costs





    Amortization

    of acquired

    intangibles





    Non-

    GAAP





    GAAP %

    of

    revenue





    Non-

    GAAP %

    of

    Revenue



    Operating expenses:























































    Sales and marketing



    $

    197,690





    $

    (11,971)





    $

    (2,119)





    $

    —





    $

    (2,646)





    $

    (78,080)





    $

    102,874







    37.3

    %





    19.4

    %

    Research and development





    88,162







    (14,333)







    (5,511)







    —







    (2,986)







    (17)







    65,315







    16.6

    %





    12.3

    %

    General and administrative





    61,261







    (13,899)







    (6,739)







    (147)







    (2,621)







    —







    37,855







    11.6

    %





    7.1

    %

    Total operating expenses



    $

    347,113





    $

    (40,203)





    $

    (14,369)





    $

    (147)





    $

    (8,253)





    $

    (78,097)





    $

    206,044







    65.5

    %





    38.8

    %

     

    INSTRUCTURE HOLDINGS, INC.



    RECONCILIATION OF NON-GAAP OPERATING EXPENSES



    Year Ended December, 2022



    (in thousands)



    (unaudited)

     







    GAAP





    Stock-based

    compensation

    expense





    Transaction

    costs





    Sponsor

    costs





    Other

    non-

    recurring

    costs





    Amortization

    of acquired

    intangibles





    Non-

    GAAP





    GAAP %

    of

    revenue





    Non-

    GAAP %

    of

    Revenue



    Operating expenses:























































    Sales and marketing



    $

    181,744





    $

    (11,050)





    $

    (1,302)





    $

    —





    $

    (705)





    $

    (73,324)





    $

    95,363







    38.2

    %





    20.0

    %

    Research and development





    77,189







    (11,467)







    (3,025)







    —







    (929)







    —







    61,768







    16.2

    %





    13.0

    %

    General and administrative





    60,447







    (14,172)







    (4,568)







    (518)







    (1,663)







    —







    39,526







    12.7

    %





    8.3

    %

    Total operating expenses



    $

    319,380





    $

    (36,689)





    $

    (8,895)





    $

    (518)





    $

    (3,297)





    $

    (73,324)





    $

    196,657







    67.1

    %





    41.3

    %

      

    FOOTNOTES



    (1) Represents expenses incurred with third parties as part of the Company's merger and acquisition activity, including due diligence, closing and post-closing integration activities.



    (2) Represents expenses incurred for services provided by Thoma Bravo and their affiliates.



    (3) Includes other non-recurring costs as follows (in thousands):



    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Contract modification fees





    479







    —







    1,507







    230



    Employee severance





    881







    195







    3,469







    744



    Workforce realignment costs





    1,351







    267







    3,521







    1,388



    Other insignificant non-recurring costs





    245







    168







    1,665







    1,003



    Total other non-recurring costs



    $

    2,956





    $

    630





    $

    10,162





    $

    3,365







    (4) Includes other non-recurring costs as follows (in thousands):



    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Loss on exit of leased properties





    —







    —







    107







    —



    Contract modification fees





    479







    —







    1,507







    230



    Employee severance





    881







    195







    3,469







    744



    Workforce realignment costs





    1,351







    267







    3,521







    1,388



    Other insignificant non-recurring costs





    245







    168







    1,665







    1,003



    Total other non-recurring costs



    $

    2,956





    $

    630





    $

    10,269





    $

    3,365







    (5) Includes other non-recurring costs paid in cash as follows (in thousands):



    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Employee severance



    $

    626





    $

    234





    $

    3,044





    $

    744



    Workforce realignment costs





    1,152







    344







    3,245







    980



    Contract modification fees





    —







    —







    2,613







    186



    Other insignificant non-recurring costs





    301







    183







    1,540







    1,449



    Total other non-recurring costs paid in cash



    $

    2,079





    $

    761





    $

    10,442





    $

    3,359







    (6) During the fourth quarter of 2022, we revised the methodology for calculating Non-GAAP Net Income. The table above includes the tax effects of the adjustments calculated by using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction.







    (7) Includes other non-recurring costs as follows (in thousands):



    Three months ended

    December 31,





    Year ended

    December 31,







    2023





    2022





    2023





    2022



    Contract modification fees





    480







    —







    1,508







    —



    Employee severance





    27







    5







    261







    65



    Workforce realignment costs





    19







    —







    31







    —



    Other insignificant non-recurring costs





    109







    —







    109







    4



    Total other non-recurring costs



    $

    635





    $

    5





    $

    1,909





    $

    69



     

    For More Information:



    Media Relations:

    Brian Watkins

    Corporate Communications

    Instructure

    (801) 610-9722

    [email protected] 

    Investor Relations:

    April Scee

    Managing Director

    ICR, Inc.

    (917) 497-8992

    april.scee@icrinc.com

     

    Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/instructure-reports-fourth-quarter-and-full-year-2023-results-302066547.html

    SOURCE Instructure Holdings, Inc.

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