Instructure Reports Second Quarter 2017 Financial Results

SALT LAKE CITY, July 31, 2017 /PRNewswire/ -- Instructure, Inc. (NYSE: INST), a leading software-as-a-service (SaaS) technology company that makes software that makes people smarter, today announced its financial results for the second quarter ended June 30, 2017.

"We delivered strong second quarter results - 47% year-over-year revenue growth, continued significant improvements to our operating margin and robust customer adoption for both Canvas and Bridge across the globe," said Josh Coates, CEO at Instructure.

"We are excited about the progress we made in the first half of 2017 and our outlook for the remainder of the year and beyond."


                        Second Quarter Financial Summary

                     (in thousands, except per share data)

                                         Three Months

                                        Ended June 30,
                                        --------------

                                    2017                           2016
                                    ----                           ----

                             (unaudited)                   (unaudited)

    Revenue                                  $38,044                      $25,890
                                             -------                      -------

    Gross Margin

    GAAP                                       71.1%                       70.5%

    Non-GAAP(1)                                72.0%                       71.6%
                                                ----                         ----

    Operating Loss

    GAAP                                    (12,941)                    (14,516)

    Non-GAAP(1)                              (9,408)                    (12,069)
                                              ------                      -------

    Operating Margin

    GAAP                                      -34.0%                      -56.1%

    Non-GAAP(1)                               -24.7%                      -46.6%
                                               -----                        -----

    Net loss

    GAAP                                    (12,996)                    (14,590)

    Non-GAAP(1)                              (9,387)                    (12,143)
                                              ------                      -------

    EPS

    GAAP                                     $(0.45)                     $(0.53)

    Non-GAAP(1)                              $(0.32)                     $(0.44)


    (1)              Non-GAAP financial measures
                     exclude stock-based compensation,
                     reversal of estimated accruals
                     related to payroll taxes on
                     secondary stock purchase
                     transactions, amortization of
                     acquisition related intangibles,
                     and the change in fair value of
                     the warrant liability.

Second Quarter 2017 Business Highlights

    --  Instructure continued to expand its customer base in the second quarter.
        A few highlights include:
        --  US Higher Education and K-12 Schools - Canvas was selected by
            Montgomery County Public Schools, the 17th largest school district
            in the U.S. with over 200 schools and 150,000 students, and by the
            Des Moines Independent Community School District for its 37,000
            students.  Within the U.S. higher education market, Canvas was
            chosen by the University of Minnesota, the 7th largest public
            university in the U.S., serving over 70,000 learners. Additionally,
            Temple University and Iowa State University chose Canvas for their
            respective 30,000 students.
        --  International - Canvas was chosen by Erasmus University Rotterdam
            for their 23,000 students and by the University of Twente for their
            almost 10,000 students.  Additionally, Canvas was selected by a
            consortium of three universities, serving 50,000 students in the
            Philippines.  These universities are collaborating on joint research
            and share a common vision around digital literacy.
        --  Corporate - The Hartsfield-Jackson International Airport in Atlanta,
            the world's busiest airport, will utilize Bridge to train more than
            11,000 of their employees and contractors.

Business Outlook

Today, Instructure issued financial guidance for the third quarter and full year 2017. The financial guidance discussed below is on a non-GAAP basis, except for revenues, and excludes stock-based compensation expense, reversal of payroll tax expense on secondary stock purchase transactions, amortization of acquisition related intangibles, and the change in fair value of the warrant liability (see tables below that reconcile these non-GAAP financial measures to the related GAAP measures).

For the third quarter ending September 30, 2017, Instructure expects revenue of approximately $40.2 million to $40.8 million, a non-GAAP net loss of ($9.4) million to ($8.8) million, and non-GAAP net loss per share of ($0.32) to ($0.30) per common share.

For the full year ending December 31, 2017, Instructure expects revenue of approximately $152.9 million to $154.1 million, up from previously stated guidance of $150.7 million to $152.2 million, non-GAAP net loss of ($36.8) million to ($35.8) million, up from ($37.7) million to ($36.7) million, and non-GAAP net loss per share of ($1.26) to ($1.23) per common share, up from ($1.29) to ($1.26).

Conference Call Details:

Instructure will discuss its second quarter 2017 results today, July 31, 2017, via teleconference at 3:00 p.m. Mountain Time / 5:00 p.m. Eastern Time. The call may be accessed at (877) 879-6207 or (719) 457-2656, passcode 7182108. A live webcast, as well as replay, of the conference call will be accessible at Instructure's investor relations website, https://ir.instructure.com.

Non-GAAP Financial Measures

In this press release, Instructure's non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share and 12-month billings are not presented in accordance with GAAP and are not intended to be used in lieu of GAAP presentations of results of operations.

Management presents these non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company's financial and operational performance. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of our non-GAAP financial measures to their most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release. Our definitions may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics.

Non-GAAP measures exclude stock-based compensation, payroll taxes related to secondary stock purchase transactions or the reversal of such expense due to the retirement of the liability, amortization of acquisition related intangibles, and the change in fair value of the warrant liability. We believe investors may want to exclude the effects of these items in order to compare our financial performance between time periods:

    --  Stock-based compensation - Although stock-based compensation is an
        important aspect of the compensation of our employees and executives,
        management believes it is useful to exclude stock-based compensation in
        order to better understand the long-term performance of our core
        business.  Unlike cash compensation, the value of equity awards is
        determined using a complex formula that incorporates factors, such as
        market volatility and forfeiture rates that are beyond our control.
    --  Reversal of estimated accruals related to payroll taxes on secondary
        stock purchase transactions - Prior to our IPO, operating expenses
        included employer payroll tax-related items on employee sales of
        securities to investors. The amount of employer payroll tax-related
        items on these transactions was dependent on the fair market value of
        our stock. Beginning in the second quarter of 2016, operating expenses
        included the reversal of such payroll tax expense due to the reduction
        of the estimated liability, which will continue occur in the second
        quarter of each year.
    --  Amortization of acquisition related intangibles - Expense for the
        amortization of acquisition related intangibles is a non-cash item, and
        we believe that the exclusion of this expense provides for a useful
        comparison of our operating results to prior periods.
    --  Change in fair value of the warrant liability - Under GAAP, we are
        required to record mark-to-market adjustments for the change in fair
        value of the liability for warrants issued in connection with term debt
        and our credit facility. This expense or gain is excluded from
        management's assessment of our operating performance because management
        believes that these non-cash items are not indicative of ongoing
        operating performance.

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 third quarter of 2017 and for the full year ending December 31, 2017, the company's growth, customer demand and application adoption, the company's research and development efforts and future application releases, 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 anticipated growth in Instructure's addressable market; competitive factors, including changes in the competitive environment, pricing changes, sales cycle time and increased competition; Instructure's ability to build and expand its sales efforts; general economic and industry conditions; new application introductions and Instructure's ability to develop and deliver innovative applications and features; Instructure's ability to provide high-quality service and support offerings; risks associated with international operations; and macroeconomic conditions. These and other important risk factors are described more fully in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which was filed with the Securities and Exchange Commission (the "SEC") on May 3, 2017 and other documents filed with the SEC 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.

About Instructure

Instructure, Inc. is a leading software-as-a-service (SaaS) technology company that makes software that makes people smarter. With a vision to help maximize the potential of people through technology, Instructure created Canvas and Bridge to enable organizations everywhere to easily develop, deliver and manage engaging face-to-face and online learning experiences. To date, Instructure has connected millions of instructors and learners at more than 3,000 educational institutions and corporations throughout the world. Learn more about Canvas for higher ed and K-12, and Bridge for the corporate market at www.Instructure.com.

Contacts:
Erin Kasenchak
Instructure
(866) 574-3127
ekasenchak@instructure.com

Becky Frost
Instructure
(801) 869-5017
press@instructure.com


                                                        INSTRUCTURE, INC.

                                                   CONSOLIDATED BALANCE SHEETS

                                                          (in thousands)


                                            June 30,                                December 31,

                                                  2017                                       2016
                                                  ----                                       ----

                                           (unaudited)

    Assets

    Current assets:

    Cash and cash equivalents                                               $25,744                  $44,539

    Short term marketable securities                                              -                  23,895

    Accounts receivable-net of allowances
     of $274 and $225 at June 30, 2017 and
     December 31, 2016 respectively                                          72,970                   18,072

    Prepaid expenses                                                          7,721                    5,434

    Other current assets                                                        886                      936
                                                                                ---                      ---

    Total current assets                                                    107,321                   92,876

    Property and equipment, net                                              18,913                   14,733

    Goodwill                                                                    989                      989

    Intangible assets, net                                                      802                      760

    Noncurrent prepaid expenses                                                 978                      984

    Other assets                                                              1,051                      994
                                                                              -----                      ---

    Total assets                                                           $130,054                 $111,336
                                                                           ========                 ========

    Liabilities and stockholders' equity
     (deficit)

    Current liabilities:

    Accounts payable                                                         $4,850                   $5,374

    Accrued liabilities                                                      13,303                   10,905

    Deferred rent                                                               832                      773

    Deferred revenue                                                        103,018                   72,747
                                                                            -------                   ------

    Total current liabilities                                               122,003                   89,799

    Deferred revenue, net of current
     portion                                                                  4,130                    3,144

    Deferred rent, net of current portion                                     7,899                    8,372

    Warrant liability                                                           108                       25

    Other long term liabilities                                                  32                       32
                                                                                ---                      ---

    Total liabilities                                                       134,172                  101,372
                                                                            -------                  -------

    Commitments and contingencies

    Stockholders' equity (deficit):

    Common stock                                                                  3                        3

    Additional paid-in capital                                              218,328                  206,442

    Accumulated other comprehensive income                                        -                    (12)

    Accumulated deficit                                                   (222,449)               (196,469)
                                                                           --------                 --------

    Total stockholders' equity (deficit)                                    (4,118)                   9,964
                                                                             ------                    -----

    Total liabilities and stockholders'
     equity (deficit)                                                      $130,054                 $111,336
                                                                           ========                 ========


                                                                                                INSTRUCTURE, INC.

                                                                                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                      (in thousands, except per share data)


                                                      Three Months                                        Six Months

                                                     Ended June 30,                                     Ended June 30,
                                                    --------------                                  --------------

                                                2017                                  2016                                                 2017                 2016
                                                ----                                  ----                                                 ----                 ----

                                         (unaudited)                          (unaudited)                                         (unaudited)   (unaudited)

    Revenue:

    Subscription and support                                          $32,650                                             $22,416                           $63,163       $42,993

    Professional services and other                                     5,394                                               3,474                             8,860         6,196
                                                                        -----                                               -----                             -----         -----

    Total Net revenue                                                  38,044                                              25,890                            72,023        49,189
                                                                       ------                                              ------                            ------        ------

    Cost of Revenue:

    Subscription and support                                            7,967                                               5,586                            15,072        11,023

    Professional services and other                                     3,026                                               2,049                             5,537         3,961
                                                                        -----                                               -----                             -----         -----

    Total cost of revenue                                              10,993                                               7,635                            20,609        14,984
                                                                       ------                                               -----                            ------        ------

    Gross profit                                                       27,051                                              18,255                            51,414        34,205
                                                                       ------                                              ------                            ------        ------

    Operating expenses:

    Sales and marketing                                                21,314                                              18,038                            40,300        34,201

    Research and development                                           11,057                                               8,730                            22,239        16,535

    General and administrative                                          7,621                                               6,003                            14,607        11,739
                                                                        -----                                               -----                            ------        ------

    Total operating expenses                                           39,992                                              32,771                            77,146        62,475
                                                                       ------                                              ------                            ------        ------

    Loss from operations                                             (12,941)                                           (14,516)                         (25,732)     (28,270)
                                                                      -------                                             -------                           -------       -------

    Other income (expense):

    Interest income                                                        39                                                  61                               115           132

    Interest expense                                                      (4)                                               (12)                             (18)         (23)

    Change in fair value of warrant
     liability                                                           (76)                                                  -                             (83)           62

    Other income (expense), net                                            91                                                (56)                              127         (131)
                                                                          ---                                                 ---                               ---          ----

    Total other income (expense)                                           50                                                 (7)                              141            40
                                                                          ---                                                 ---                               ---           ---

    Loss before income taxes                                         (12,891)                                           (14,523)                         (25,591)     (28,230)

    Income tax expense                                                  (105)                                               (67)                            (136)         (99)
                                                                         ----                                                 ---                              ----           ---

    Net loss                                                        $(12,996)                                          $(14,590)                        $(25,727)    $(28,329)
                                                                     ========                                            ========                          ========      ========

    Net loss per common share, basic and
     diluted                                                          $(0.45)                                            $(0.53)                          $(0.89)      $(1.03)
                                                                       ======                                              ======                            ======        ======

    Weighted average shares used to
     compute net loss per share, basic
     and diluted                                                       29,090                                              27,610                            28,909        27,456


                                                                                                      INSTRUCTURE, INC.

                                                                                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                       (in thousands)


                                                                  Three Months                                     Six Months Ended

                                                                 Ended June 30,                                        June 30,
                                                                --------------                                     --------

                                                            2017                                  2016                                                 2017                 2016
                                                            ----                                  ----                                                 ----                 ----

                                                     (unaudited)                          (unaudited)                                         (unaudited)   (unaudited)

    Operating Activities:

    Net loss                                                                    $(12,996)                                          $(14,590)                        $(25,727)    $(28,329)

    Adjustments to reconcile net loss to net cash
     used in operating activities:

    Depreciation of property and equipment                                          1,456                                                 974                             2,693         1,886

    Amortization of intangible assets                                                 117                                                  87                               259           164

    Amortization of deferred financing costs                                           10                                                  11                                16            23

    Change in fair value of warrant liability                                          76                                                   0                                83          (62)

    Stock-based compensation                                                        4,067                                               2,662                             7,440         4,897

    Other                                                                            (68)                                               (75)                             (66)         (47)

    Changes in assets and liabilities:

    Accounts receivable, net                                                     (60,378)                                           (34,579)                         (55,105)     (31,978)

    Prepaid expenses and other assets                                               3,353                                                 (2)                          (2,280)          133

    Accounts payable and accrued liabilities                                        3,720                                               1,182                             2,198         1,697

    Deferred revenue                                                               49,021                                              35,296                            31,257        23,794

    Deferred rent                                                                   (275)                                              (205)                            (414)        (240)

    Other liabilities                                                                   -                                              (303)                                -        (330)
                                                                                      ---                                               ----                               ---         ----

    Net cash used in operating activities                                        (11,897)                                            (9,542)                         (39,646)     (28,392)
                                                                                  -------                                              ------                           -------       -------

    Investing Activities:

    Purchases of property and equipment                                           (3,810)                                            (1,142)                          (6,955)      (3,410)

    Purchases of intangible assets                                                   (11)                                              (145)                            (301)        (296)

    Proceeds from disposal of property and equipment                                   23                                                  10                                38            18

    Maturities of marketable securities                                            10,000                                                   -                           23,900           325

    Net cash provided by (used in) investing
     activities                                                                     6,202                                             (1,277)                           16,682       (3,363)
                                                                                    -----                                              ------                            ------        ------

    Financing Activities:

    Proceeds from issuance of common stock from
     employee equity plans                                                          3,278                                               3,188                             4,316         3,311

    Shares repurchased for tax withholdings on
     vesting of restricted stock                                                     (81)                                                  -                            (123)            -

    Payments of financing costs                                                      (24)                                                  -                             (24)            -
                                                                                      ---                                                 ---                              ---           ---

    Net cash provided by financing activities                                       3,173                                               3,188                             4,169         3,311
                                                                                    -----                                               -----                             -----         -----

    Net increase (decrease) in cash                                               (2,522)                                            (7,631)                         (18,795)     (28,444)

    Cash, beginning of period                                                      28,266                                              69,658                            44,539        90,471
                                                                                   ------                                              ------                            ------        ------

    Cash, end of period                                                           $25,744                                             $62,027                           $25,744       $62,027
                                                                                  =======                                             =======                           =======       =======


                                                              INSTRUCTURE, INC.

                                                   RECONCILIATION OF NON-GAAP GROSS MARGIN

                                                      (in thousands, except percentages)

                                                                 (unaudited)


                                Three Months Ended                                     Six Months Ended

                                   June 30,                                          June 30,
                                   --------                                          --------

                             2017                            2016                                 2017        2016
                             ----                            ----                                 ----        ----

    GAAP gross profit                $27,051                                     $18,255                  $51,414     $34,205

    Stock-based compensation             347                                         273                      578         466
                                         ---                                         ---                      ---         ---

    Non-GAAP gross margin            $27,398                                     $18,528                  $51,992     $34,671
                                     =======                                     =======                  =======     =======


    GAAP gross margin %              71.1%                                      70.5%                   71.4%      69.5%

    Non-GAAP gross margin %          72.0%                                      71.6%                   72.2%      70.5%


                                                                  INSTRUCTURE, INC.

                                                      RECONCILIATION OF NON-GAAP OPERATING LOSS

                                                         (in thousands, except percentages)

                                                                     (unaudited)


                                   Three Months Ended                                     Six Months Ended

                                      June 30,                                          June 30,
                                      --------                                          --------

                                2017                          2016                                   2017          2016
                                ----                          ----                                   ----          ----

    Loss from operations               $(12,941)                                 $(14,516)                 $(25,732)    $(28,270)

    Stock-based compensation               4,067                                      2,662                      7,440         4,897

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                 (534)                                     (217)                     (534)        (217)

    Amortization of acquisition
     related intangibles                       -                                         2                          -            4
                                             ---                                       ---                        ---          ---

    Non-GAAP operating loss             $(9,408)                                 $(12,069)                 $(18,826)    $(23,586)
                                         =======                                   ========                   ========      ========


    GAAP operating margin                 -34.0%                                    -56.1%                    -35.7%         -57%

    Non-GAAP operating margin             -24.7%                                    -46.6%                    -26.1%         -48%


                                                               INSTRUCTURE, INC.

                                                      RECONCILIATION OF NON-GAAP NET LOSS

                                                     (in thousands, except per share data)

                                                                  (unaudited)


                                  Three Months Ended                                    Six Months Ended

                                     June 30,                                         June 30,
                                     --------                                         --------

                                2017                        2016                                  2017           2016
                                ----                        ----                                  ----           ----

    Net Loss                           $(12,996)                               $(14,590)                 $(25,727)    $(28,329)

    Stock-based compensation               4,067                                    2,662                      7,440         4,897

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                 (534)                                   (217)                     (534)        (217)

    Amortization of acquisition
     related intangibles                       -                                       2                          -            4

    Change in fair value of
     warrant liability                        76                                        -                        83          (62)
                                             ---                                      ---                       ---           ---

    Non-GAAP net loss                   $(9,387)                               $(12,143)                 $(18,738)    $(23,707)
                                         =======                                 ========                   ========      ========

    Non-GAAP net loss per
     common share, basic and
     diluted                             $(0.32)                                 $(0.44)                   $(0.65)      $(0.86)

    Weighted average common
     shares used in computing
     basic and diluted net loss
     per common share                     29,090                                   27,610                     28,909        27,456


                                   INSTRUCTURE, INC.

                          RECONCILIATION OF 12-MONTH BILLINGS

                                    (in thousands)

                                      (unaudited)


                                  Trailing Twelve Months Ended

                                          June 30,
                                          --------

                                     2017                      2016
                                     ----                      ----

    Total net revenue                        $133,714                $91,880


    Current deferred
     revenue

    Beginning balance                          72,983                 42,978

    Ending balance                            103,018                 72,983
                                              -------                 ------

    Net change in current
     deferred revenue                          30,035                 30,005


    Long term deferred
     revenue

    Beginning balance                           3,136                  2,815

    Ending balance                              4,130                  3,136
                                                -----                  -----

    Net change in long
     term deferred
     revenue                                      994                    321


    Total 12-month
     billings                                $164,743               $122,206
                                             ========               ========


                                                          INSTRUCTURE, INC.

                                            RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                   Three Months Ended June 30, 2017

                                                            (in thousands)

                                                             (unaudited)


                               GAAP            Stock-based                                Reversal of       NON-GAAP
                                               Compensation                               Payroll Tax
                                                  Expense                                  Associated
                                                                                          with Equity
                                                                                          Transactions
                                                                                          ------------

    Operating expenses:

    Sales and marketing             $21,314                             (1,195)                        256           $20,375

    Research and development         11,057                             (1,506)                        256             9,807

    General and administrative        7,621                             (1,019)                         22             6,624
                                      -----                              ------                         ---             -----

    Total operating expenses        $39,992                             (3,720)                        534           $36,806
                                    -------                              ------                         ---           -------


                                                                       INSTRUCTURE, INC.

                                                         RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                               Three Months Ended June 30, 2016

                                                                        (in thousands)

                                                                          (unaudited)


                               GAAP         Stock-based                      Reversal of               Amortization      NON-GAAP
                                            Compensation                     Payroll Tax                of acquired
                                               Expense                        Associated                intangibles
                                                                             with Equity
                                                                             Transactions
                                                                             ------------

    Operating expenses:

    Sales and marketing             $18,038                           (789)                                          57             -  $17,306

    Research and development          8,730                           (935)                                          57           (2)   $7,850

    General and administrative        6,003                           (665)                                         103             -   $5,441
                                      -----                            ----                                          ---           ---   ------

    Total operating expenses        $32,771                         (2,389)                                         217           (2)  $30,597
                                    -------                          ------                                          ---           ---   -------


                                                                    INSTRUCTURE, INC.

                                                      RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                              Six Months Ended June 30, 2017

                                                                      (in thousands)

                                                                       (unaudited)


                               GAAP         Stock-based                                                 Reversal of  NON-GAAP
                                            Compensation                                                Payroll Tax
                                               Expense                                                   Associated
                                                                                                        with Equity
                                                                                                        Transactions
                                                                                                        ------------

    Operating expenses:

    Sales and marketing             $40,300                                                     (2,150)                       256  $38,406

    Research and development        $22,239                                                     (2,738)                       256   19,757

    General and administrative      $14,607                                                     (1,974)                        22   12,655
                                    -------                                                      ------                        ---   ------

    Total operating expenses        $77,146                                                     (6,862)                       534  $70,818
                                    -------                                                      ------                        ---  -------


                                                                       INSTRUCTURE, INC.

                                                         RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                Six Months Ended June 30, 2016

                                                                        (in thousands)

                                                                          (unaudited)


                               GAAP         Stock-based                   Reversal of                  Amortization of      NON-GAAP
                                            Compensation                  Payroll Tax                     acquired
                                               Expense                     Associated                    intangibles
                                                                          with Equity
                                                                          Transactions
                                                                          ------------

    Operating expenses:

    Sales and marketing             $34,201                      (1,444)                                                57             -  $32,814

    Research and development         16,535                      (1,720)                                                57           (4)   14,868

    General and administrative       11,739                      (1,267)                                               103             -   10,575
                                     ------                       ------                                                ---           ---   ------

    Total operating expenses        $62,475                      (4,431)                                               217           (4)  $58,257
                                    -------                       ------                                                ---           ---   -------


                                                                     INSTRUCTURE, INC.

                                                        RECONCILIATION OF NON-GAAP NET LOSS GUIDANCE

                                                                       (in thousands)

                                                                        (unaudited)


                                    Three Months Ending                                       Full Year Ending

                                     September 30,                                        December 31,
                                     -------------                                        ------------

                                  2017                            2017                                  2017           2017
                                  ----                            ----                                  ----           ----

                                LOW                            HIGH                                 LOW           HIGH

    Net loss                             $(13,800)                                   $(13,200)                 $(52,700)    $(51,700)

    Stock-based compensation                 4,390                                        4,390                     16,340        16,340

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                       -                                           -                     (540)        (540)

    Change in fair value of
     warrant liability                          10                                           10                        100           100
                                               ---                                          ---                        ---           ---

    Non-GAAP net loss                     $(9,400)                                    $(8,800)                 $(36,800)    $(35,800)
                                           =======                                      =======                   ========      ========


                                                                         INSTRUCTURE, INC.

                                                   RECONCILIATION OF NON-GAAP NET LOSS PER COMMON SHARE GUIDANCE

                                                                            (unaudited)


                                    Three Months Ending                                           Full Year Ending

                                       September 30,                                                December 31,
                                     -------------                                            ------------

                                   2017                                2017                                 2017         2017
                                   ----                                ----                                 ----         ----

                                 LOW                                HIGH                                LOW         HIGH

    Net loss per common share              $(0.47)                                         $(0.45)                 $(1.80)    $(1.77)

    Stock-based compensation                  0.15                                             0.15                     0.56        0.56

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                       -                                               -                  (0.02)     (0.02)

    Change in fair value of
     warrant liability                        0.00                                             0.00                     0.00        0.00
                                              ----                                             ----                     ----        ----

    Non-GAAP net loss per
     common share, basic and               $(0.32)                                         $(0.30)                 $(1.26)    $(1.23)

       diluted


    Non-GAAP weighted average
     common shares used in
     computing basic and diluted
     net loss per common share
     (in thousands)                         29,500                                           29,500                   29,200      29,200

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SOURCE Instructure, Inc.