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Instructure Reports Fourth Quarter and Full Year 2023 Results

Published

3 years ago

on

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.

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 yearRecord 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 yearAdjusted 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
brian.watkins@instructure.com 

Investor Relations:
April Scee
Managing Director
ICR, Inc.
(917) 497-8992
april.scee@icrinc.com

 

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SOURCE Instructure Holdings, Inc.

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Technology

ENROAD Aims to Redefine the Roof Box with Smart Technology and Automotive-Inspired Design at SEMA 2026

Published

59 seconds ago

on

October 26, 2026

By

LAS VEGAS, Oct. 26, 2026 /PRNewswire/ — ENROAD, a premium automotive travel lifestyle brand, will showcase its award-winning Nomadix Pro Smart Roof Box at SEMA Show 2026, at Booth 59033 in the West Hall with Diamond Lot, from November 3rd to 6th.

Recognized with the German Red Dot Design Award, Nomadix Pro reimagines the traditional roof box with fingerprint unlocking, solar-powered operation, and ENROAD’s Trispark energy system. Combining intelligent convenience with sleek, automotive-inspired design, it transforms roof storage from a simple cargo solution into a smarter companion for every journey.

ENROAD’s debut at SEMA Show marks an important step in bringing its vision of Smart Automotive Travel to the global automotive aftermarket and outdoor recreation communities, where innovation, personalization, and adventure meet.

Automotive-Inspired Design, Refined for Every Journey

A roof box should do more than add cargo space—it should complement the vehicle it sits on. The Nomadix Pro combines a streamlined silhouette and a clean, contemporary profile with distinctive integrated rear lighting, creating a more recognizable look that brings automotive-inspired design to a traditionally utilitarian accessory.

The Nomadix Pro received the 2025 Red Dot Design Award, recognizing its design, and represents three years of product development supported by more than 10 proprietary patents.

Smart Access, Without the Extra Steps

One of the Nomadix Pro’s standout features is its fingerprint-based unlocking system, offering an alternative to carrying and using a traditional key. A mechanical backup key provides another access option when needed.

ENROAD has also rethought the details that affect everyday use. Its ClickHold™ mounting system replaces conventional bulky knobs with a rack-and-cam lever mechanism, designed to simplify installation while preserving usable interior space.

The RailTie™ fastening system, featuring adjustable aluminum rails and zinc-alloy buckles, helps secure belongings during travel. A front-mounted secondary lock provides an additional measure to help keep the lid closed at speed, while four-bar hinges allow the box to open from either side of the vehicle.

Together, these features are designed to make installation, loading and accessing gear more straightforward.

Lighting That Works Beyond the Drive

Inside the Nomadix Pro, motion-sensing is equipped, with dual sensing for light and human body, that means less fumbling around when looking for a bag, jacket or piece of camping equipment after dark. The exterior rear lighting adds a distinctive visual details and safety while driving.

Nomadix Pro also incorporates ENROAD’s Trispark solar-powered energy system, which combines solar charging, portable power and campsite illumination in one integrated solution.

Trispark features a 24,000mAh battery, fast-charging capability and adjustable lighting modes, bringing additional utility to time spent outdoors.

From its exterior lighting to its interior illumination and portable power options, ENROAD is exploring ways to make the roof box a more considered part of the automotive travel.

Built Around Real-World Use

The Nomadix Pro has undergone 24 reliability tests covering scenarios including emergency maneuvers, lane changes, rough roads, prolonged vibration, extreme cold and repeated opening and closing cycles.

Its interior features molded felt lining to help protect stored equipment, while its mounting, fastening and locking systems address the practical demands of carrying gear on the road.

These details reflect ENROAD’s focus on combining a modern look with features that serve a clear purpose.

A First Look at What’s Next

SEMA 2026 will also offer an early look at ENROAD’s upcoming smart roof box. The new version will expand the ENROAD lineup, bringing its focus on contemporary design, practical storage and user-friendly features to a broader range of customers.

Visit ENROAD at SEMA 2026

Dates: November 3–6, 2026
Location: Las Vegas Convention Center
Booth: West Hall with Diamond Lot — 59033
Website: ENROAD – Easy to Go, Easy to Feel.

About ENROAD

Established in 2024 as a lifestyle brand under PGYTECH, ENROAD specializes in innovative automotive travel solutions. Its Nomadix Pro Smart Roof Box, developed over three years with 10+ proprietary patents, won the 2025 Red Dot Design Award, combining smart convenience, functional design, and green technology.

Backed by PGYTECH’s 10+ years of product innovation, ENROAD brings this expertise to the automotive travel lifestyle mobility space,  redefining the automotive travel experience.

For more information, visit ENROAD – Easy to Go, Easy to Feel.

 

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SOURCE ENROAD

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Technology

Hisense Celebrates 100 Years of Television and Marks the Origin of RGB MiniLED

Published

1 minute ago

on

October 26, 2026

By

LONDON, Oct. 26, 2026 /PRNewswire/ — In 1926, John Logie Baird first demonstrated his pioneering television system at 22 Frith Street, London. A century later, Hisense, a leading global brand in consumer electronics and home appliances, returned to this historic site on 24–25 October to celebrate the centenary of television under the theme “Celebrating 100 Years of Television. Hisense, the Origin of RGB MiniLED.” At Outernet London’s The Now Building, near 22 Frith Street, an immersive big-screen experience brought a century of television history to life and showcased Hisense’s latest RGB technology.

A century of television innovation has transformed how people experience entertainment. Now, with RGB MiniLED, which represents the new origin of display innovation, Hisense aims to mark the next milestone in this ongoing journey. By connecting the origin of television with RGB MiniLED, Hisense launched a campaign at 22 Frith Street and Outernet London’s The Now Building. This celebration was not only a tribute to the past, but also a statement about the future of home entertainment, highlighting Hisense RGB MiniLED’s role in the next chapter of television. Martin Wilkie, Director at World Origin Sites, also praised what Hisense has contributed, ‘What Hisense has done is take television to the next stage — and the quality shows.’

Taking place on 24-25 October, Hisense’s “London Walk through TV History” connected five stops, inviting the public to follow the campaign map, enjoy a coffee, discover London’s rich television heritage and experience the latest in display technology along the way.

The main venue was Bar Italia at 22 Frith Street, Soho, a landmark site where Baird gave his first public demonstration of television in 1926. Here, visitors could enjoy a complimentary coffee while soaking up London’s television history and collecting limited-edition souvenirs and vouchers by participating in any one activity including a photo check-in, a Q&A quiz, or social media sharing.

Notably, on the afternoon of 25 October, Iain Logie Baird, grandson of television pioneer John Logie Baird, joined the celebrations at Bar Italia to mark this special milestone and honour the legacy of television. His presence lent historical weight to the event, which is a symbolic recognition of the continuity from his grandfather’s pioneering work to Hisense’s RGB MiniLED, the next step in television evolution. Hisense is doing something similar to my grandfather: taking something that had been exclusively in the laboratory and putting it into a product the public can buy and enjoy, said Iain Logie Baird.

As part of the trail, visitors were guided to The Now Building at Outernet London, Europe’s largest immersive digital experience space, featuring a 360-degree environment with ultra-high-definition LED screens. They could explore a museum-style exhibition celebrating 100 years of television history and experience Hisense’s latest RGB technology up close.

Bringing this immersive experience to life, Hisense’s latest RGB MiniLED technology marks the new milestone in display innovation. Exemplified by its flagship 116UXS TV, the technology delivers richer, more accurate colours, exceptional brightness and contrast, and lifelike picture quality, revealing a new level of realism to the viewing experience.

Visitors could also continue along the trail to the participating retail stores. These stores offer opportunities to explore Hisense RGB MiniLED products or enjoy exclusive vouchers, as detailed below:

John Lewis & Partners, Oxford Street:  Get hands-on with Hisense RGB MiniLED TVs.Selfridges, Oxford Street & Harrods, Brompton Road: Experience Hisense RGB MiniLED TVs and enjoy an exclusive 20% discount on eligible Hisense RGB MiniLED and MicroLED TVs when redeeming the voucher in store.

*Valid until 8 November 2026.

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ELEMENTL POWER, DS INVESTMENT PARTNERS AND SAMSUNG C&T TO ADVANCE NEW U.S. NUCLEAR DEVELOPMENT

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October 26, 2026

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Proposed partnership of up to $750 million would help fund development of multiple Elementl nuclear projects

WASHINGTON, Oct. 26, 2026 /PRNewswire/ — Elementl Power, a nuclear project delivery and capital management platform, has signed a preliminary agreement to form and fund a development partnership of up to $750 million with a consortium led by South Korean investment firm DS Investment Partners (DSIP). Samsung C&T Engineering & Construction Group, which has delivered energy projects including nuclear worldwide, is participating in the consortium as a potential strategic investor. 

The consortium would fund a portion of the proposed partnership’s projected capital and hold a significant minority interest in the partnership. The agreement consists of a letter of intent and term sheet setting out the proposed terms of the partnership and allows for participation from additional strategic and financial investors.

The proposed nuclear development partnership is intended to provide a portion of the capital necessary for up to three of Elementl’s advanced nuclear projects to achieve final investment decision (FID), supporting pre-construction activities, including permitting, interconnection and long-lead item procurement. One of the three projects is Elementl’s 1.5 gigawatt project under development in Ohio, which will use GE Vernova Hitachi Nuclear Energy’s BWRX-300 small modular reactors.  

The planned partnership would advance Elementl’s full-lifecycle development strategy and demonstrate the company’s model of matching top-tier development capital with high-quality, pre-FID advanced nuclear projects. Elementl has engaged Macquarie Capital as financial advisor to evaluate bringing additional strategic and financial investors into the partnership.

“Elementl’s partnership with DS Investment Partners and its consortium would advance our full-lifecycle development strategy and represents a first-of-its-kind capital formation model for U.S. nuclear focused purely on developing multiple utility-scale projects,” said Elementl Chairman and CEO Chris Colbert. “Once finalized, this partnership would expand our early-stage project capital, increase our access to South Korea’s nuclear supply chain and engineering expertise and enhance our position as the financial and development partner best equipped to deliver new nuclear.”

“This proposed partnership would bring together financial and industrial expertise with proven experience in the nuclear sector to support the next generation of American nuclear projects,” said DS Investment Partners CEO Seung Soo Kang. “We believe new nuclear is essential to meeting rising energy demand, and we are proud to partner with Elementl and Samsung C&T in building a strong foundation to advance these power projects.”

“This collaboration represents a unique opportunity to establish a private capital model that accelerates the path to delivery for commercial U.S. nuclear projects, and we are pleased to bring our nuclear construction experience and support to this effort with Elementl and DS Investment Partners,” said Samsung C&T Senior Vice President Jung Kim.

The proposed partnership does not constitute a final investment decision on any project. The agreement remains subject to definitive documentation, regulatory approvals and other customary closing conditions.

Elementl is backed by leading energy and infrastructure investors, including Energy Impact Partners, accounts advised by T. Rowe Price Associates, Inc., Prelude Ventures, Breakwater North and Alumni Ventures.

About Elementl Power
Elementl Power is America’s Nuclear Prime, leading the delivery and capital management of new nuclear plants. Elementl’s platform combines expertise in energy finance, project execution, regulatory strategy, and nuclear operations with a technology-agnostic approach to drive the full lifecycle of plant development, from site selection and financing through licensing, construction and commercial operation. For more information, please visit elementlpower.io or follow us on LinkedIn.

About DS Investment Partners (DSIP)
DS Investment Partners (DSIP) is an investment firm focused on energy, technology, healthcare and strategic infrastructure, and is part of a Seoul-based financial group. Working alongside technology providers, industrial partners, and institutional investors across Asia, the Middle East, Europe and North America, DSIP seeks to support investments that enhance security, reliability and long-term sustainability while creating value for stakeholders.

About Samsung C&T Corporation
Samsung C&T’s Engineering & Construction Group has more than 40 years of engineering and construction experience operating throughout the world. The group spans commercial and residential buildings, civil infrastructure and plant construction. Its landmark projects include Burj Khalifa, the world’s tallest building, the Riyadh Metro Project in Saudi Arabia, the Qurayyah 4,000MW CCPP Project, and the ongoing Qatar 2,000MW Solar Power Project. In the nuclear energy sector, the company has successfully delivered 12GW across 10 units, including the 5.6GW Barakah Nuclear Power Plant in the UAE. It has recently undertaken the Nuclear Power Plant refurbishment project and Front-End Engineering Design (FEED) for Small Modular Reactors (SMRs), demonstrating its global competitiveness in large-scale reactor and SMR technologies, and solidifying its expertise across all areas of the nuclear industry.

CONTACT:

Timothy Wirth

Elementl Power Communications

(484)886-5705

tim@elementlpower.io

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SOURCE Elementl Power Inc.

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