Instructure Reports Third Quarter 2017 Financial Results

SALT LAKE CITY, Oct. 30, 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 third quarter ended September 30, 2017.

"We had a solid third quarter, delivering 42% revenue growth while posting continued improvements to our operating margin," said Josh Coates, CEO at Instructure. "Strong adoption of both Canvas and Bridge as well as exceptional customer satisfaction give us confidence in our ability to continue to expand our leadership position."

"Earlier this month we introduced our newest HCM module Bridge Perform, a platform for facilitating meaningful employee-manager interaction. We are excited about the positive response we have received to date and look forward to expanding our presence in the HCM market."


                        Third Quarter Financial Summary

                     (in thousands, except per share data)


                                      Three Months

                                  Ended September 30,
                                  -------------------

                                 2017                              2016
                                 ----                              ----

                          (unaudited)                      (unaudited)

    Revenue                               $42,948                         $30,145
                                          -------                         -------

    Gross Margin

    GAAP                                    71.0%                          71.3%

    Non-GAAP(1)                             71.8%                          72.2%
                                             ----                            ----

    Operating Loss

    GAAP                                 (12,562)                       (12,267)

    Non-GAAP(1)                           (8,295)                        (9,461)
                                           ------                          ------

    Operating Margin

    GAAP                                   -29.2%                         -40.7%

    Non-GAAP(1)                            -19.3%                         -31.4%
                                            -----                           -----

    Net loss

    GAAP                                 (12,373)                       (12,317)

    Non-GAAP(1)                           (8,091)                        (9,521)
                                           ------                          ------

    EPS

    GAAP                                  $(0.42)                        $(0.44)

    Non-GAAP(1)                           $(0.27)                        $(0.34)


    (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.

Third Quarter 2017 Business Highlights

    --  Instructure continued to expand its customer base in the third quarter.
        A few highlights include:
        --  U.S. Higher Education and K-12 Schools - Canvas was selected as the
            statewide LMS by the Utah Education and Telehealth Network for all
            public K-12 school districts and charter schools, and by the Wyoming
            Department of Education for over 100,000 K-12 and higher education
            students. Within the U.S. higher education market, Canvas was chosen
            by Tufts University for their 11,000 students. Additionally, the
            Georgia Institute of Technology and the University of Colorado
            Boulder chose Canvas as their LMS for their 25,000 and 29,000
            students, respectively.
        --  International - Canvas was chosen by the Centro de Integração
            Empresa-Escola (CIEE) for their 36,000 learners and by the Swinburne
            University of Technology for their 24,000 students. Additionally,
            the Pontifical Catholic University of Minas Gerais, one of the top
            private universities in Brazil and one of the largest Catholic
            universities in the world, selected Canvas for their entire
            e-learning department of 16,000 students.
        --  Corporate - Bridge Learn was selected by Discovery Communications,
            Clemson University, and Banco BTG Pactual, a global financial
            company that specializes in Investment Banking, Wealth Management
            and Asset Management.

Business Outlook

Today, Instructure issued financial guidance for the fourth quarter and full year 2017. The financial guidance discussed below is on a non-GAAP basis, except for revenue, 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 fourth quarter ending December 31, 2017, Instructure expects revenue of approximately $41.0 million to $41.6 million, a non-GAAP net loss of ($8.8) million to ($8.2) million, and non-GAAP net loss per share of ($0.29) to ($0.27) per common share.

For the full year ending December 31, 2017, Instructure expects revenue of approximately $156.0 million to $156.6 million, up from previously stated guidance of $152.9 million to $154.1 million, non-GAAP net loss of ($35.6) million to ($35.0) million, up from ($36.8) million to ($35.8) million, and non-GAAP net loss per share of ($1.21) to ($1.19) per common share, up from ($1.26) to ($1.23).

Conference Call Details:

Instructure will discuss its third quarter 2017 results today, October 30, 2017, via teleconference at 3:00 p.m. Mountain Time / 5:00 p.m. Eastern Time. The call may be accessed at (800) 967-7137, or outside the U.S. at (719) 325-2145, conference ID 5036293.

The live webcast of the call can be accessed at the Instructure Investor Relations website at ir.instructure.com. A replay of the call will be available at the same web address approximately two hours following the conclusion of the live event. You may register for the live webcast at bit.ly/INSTEarningsCall.

Non-GAAP Financial Measures

In this press release and related conference call, 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 to 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 fourth 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 June 30, 2017, which was filed with the Securities and Exchange Commission (the "SEC") on August 2, 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, Gauge, Arc 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:
Keaton Godfrey
Instructure
(866) 574-3127
kgodfrey@instructure.com

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


                                                         INSTRUCTURE, INC.

                                                    CONSOLIDATED BALANCE SHEETS

                                                          (in thousands)


                                            September 30,                              December 31,

                                                     2017                                       2016
                                                     ----                                       ----

                                             (unaudited)

    Assets

    Current assets:

    Cash and cash equivalents                                                  $58,716                  $44,539

    Short term marketable securities                                             8,089                   23,895

    Accounts receivable-net of allowances
     of $355 and $241 at September 30, 2017
     and December 31, 2016 respectively                                         35,465                   18,072

    Prepaid expenses                                                             6,935                    5,434

    Other current assets                                                           918                      936
                                                                                   ---                      ---

    Total current assets                                                       110,123                   92,876

    Property and equipment, net                                                 20,907                   14,733

    Goodwill                                                                       989                      989

    Intangible assets, net                                                         731                      760

    Noncurrent prepaid expenses                                                  1,757                      984

    Other assets                                                                   974                      994
                                                                                   ---                      ---

    Total assets                                                              $135,481                 $111,336
                                                                              ========                 ========

    Liabilities and stockholders' equity
     (deficit)

    Current liabilities:

    Accounts payable                                                           $10,146                   $5,374

    Accrued liabilities                                                         13,771                   10,905

    Deferred rent                                                                  897                      773

    Deferred revenue                                                           109,280                   72,747
                                                                               -------                   ------

    Total current liabilities                                                  134,094                   89,799

    Deferred revenue, net of current
     portion                                                                     3,942                    3,144

    Deferred rent, net of current portion                                        8,185                    8,372

    Warrant liability                                                              123                       25

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

    Total liabilities                                                          146,344                  101,372
                                                                               -------                  -------

    Commitments and contingencies

    Stockholders' equity (deficit):

    Common stock                                                                     3                        3

    Additional paid-in capital                                                 223,957                  206,442

    Accumulated other comprehensive income                                         (1)                    (12)

    Accumulated deficit                                                      (234,822)               (196,469)
                                                                              --------                 --------

    Total stockholders' equity (deficit)                                      (10,863)                   9,964
                                                                               -------                    -----

    Total liabilities and stockholders'
     equity (deficit)                                                         $135,481                 $111,336
                                                                              ========                 ========


                                                                                                  INSTRUCTURE, INC.

                                                                                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                        (in thousands, except per share data)


                                                      Three Months                                        Nine Months

                                                  Ended September 30,                                 Ended September 30,
                                                 -------------------                              -------------------

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

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

    Revenue:

    Subscription and support                                           $37,427                                             $25,814                          $100,590       $68,807

    Professional services and other                                      5,521                                               4,331                            14,381        10,527
                                                                         -----                                               -----                            ------        ------

    Total Net revenue                                                   42,948                                              30,145                           114,971        79,334
                                                                        ------                                              ------                           -------        ------

    Cost of Revenue:

    Subscription and support                                             9,278                                               6,312                            24,350        17,335

    Professional services and other                                      3,192                                               2,326                             8,729         6,287
                                                                         -----                                               -----                             -----         -----

    Total cost of revenue                                               12,470                                               8,638                            33,079        23,622
                                                                        ------                                               -----                            ------        ------

    Gross profit                                                        30,478                                              21,507                            81,892        55,712
                                                                        ------                                              ------                            ------        ------

    Operating expenses:

    Sales and marketing                                                 22,129                                              17,788                            62,429        51,989

    Research and development                                            12,577                                               9,297                            34,816        25,832

    General and administrative                                           8,334                                               6,689                            22,941        18,428
                                                                         -----                                               -----                            ------        ------

    Total operating expenses                                            43,040                                              33,774                           120,186        96,249
                                                                        ------                                              ------                           -------        ------

    Loss from operations                                              (12,562)                                           (12,267)                         (38,294)     (40,537)
                                                                       -------                                             -------                           -------       -------

    Other income (expense):

    Interest income                                                         84                                                 104                               199           236

    Interest expense                                                         -                                               (31)                             (18)         (54)

    Change in fair value of warrant
     liability                                                            (15)                                               (10)                             (98)           52

    Other income (expense), net                                            191                                               (103)                              318         (234)
                                                                           ---                                                ----                               ---          ----

    Total other income (expense)                                           260                                                (40)                              401             -
                                                                           ---                                                 ---                               ---           ---

    Loss before income taxes                                          (12,302)                                           (12,307)                         (37,893)     (40,537)

    Income tax expense                                                    (71)                                               (10)                            (207)        (109)
                                                                           ---                                                 ---                              ----          ----

    Net loss                                                         $(12,373)                                          $(12,317)                        $(38,100)    $(40,646)
                                                                      ========                                            ========                          ========      ========

    Net loss per common share, basic and
     diluted                                                           $(0.42)                                            $(0.44)                          $(1.31)      $(1.47)
                                                                        ======                                              ======                            ======        ======

    Weighted average shares used to
     compute net loss per share, basic
     and diluted                                                        29,535                                              28,084                            29,120        27,667


                                                                                                        INSTRUCTURE, INC.

                                                                                              CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                          (in thousands)


                                                                    Three Months                                     Nine Months Ended

                                                                Ended September 30,                                    September 30,
                                                               -------------------                                 -------------

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

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

    Operating Activities:

    Net loss                                                                       $(12,373)                                          $(12,317)                        $(38,100)    $(40,646)

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

    Depreciation of property and equipment                                             1,629                                                 946                             4,322         2,832

    Amortization of intangible assets                                                     71                                                 120                               330           284

    Amortization of deferred financing costs                                               8                                                  11                                24            34

    Change in fair value of warrant liability                                             15                                                  10                                98          (52)

    Stock-based compensation                                                           4,267                                               2,804                            11,707         7,701

    Other                                                                                 24                                                 167                              (42)          120

    Changes in assets and liabilities:

    Accounts receivable, net                                                          37,485                                              18,091                          (17,620)     (13,887)

    Prepaid expenses and other assets                                                     51                                                 716                           (2,229)          849

    Accounts payable and accrued liabilities                                           5,998                                               2,606                             8,196         4,303

    Deferred revenue                                                                   6,074                                               8,666                            37,331        32,460

    Deferred rent                                                                        351                                               (139)                             (63)        (379)

    Other liabilities                                                                   (32)                                               (31)                             (32)        (361)
                                                                                         ---                                                 ---                               ---          ----

    Net cash provided by (used in) operating
     activities                                                                       43,568                                              21,650                             3,922       (6,742)
                                                                                      ------                                              ------                             -----        ------

    Investing Activities:

    Purchases of property and equipment                                              (3,875)                                            (1,512)                         (10,830)      (4,922)

    Purchases of intangible assets                                                         -                                               (15)                            (301)        (311)

    Proceeds from disposal of property and equipment                                      12                                                   5                                50            23

    Purchases of marketable securities                                               (8,088)                                                  -                          (8,088)     (24,363)

    Maturities of marketable securities                                                    -                                           (24,363)                           23,900           325
                                                                                         ---                                            -------                            ------           ---

    Net cash provided by (used in) investing
     activities                                                                     (11,951)                                           (25,885)                            4,731      (29,248)
                                                                                     -------                                             -------                             -----       -------

    Financing Activities:

    Proceeds from issuance of common stock from
     employee equity plans                                                             1,453                                               1,183                             5,769         4,494

    Shares repurchased for tax withholdings on vesting
     of restricted stock                                                                (91)                                                  -                            (214)            -

    Payments of financing costs                                                          (7)                                                  -                             (31)            -
                                                                                         ---                                                 ---                              ---           ---

    Net cash provided by financing activities                                          1,355                                               1,183                             5,524         4,494
                                                                                       -----                                               -----                             -----         -----

    Net increase (decrease) in cash                                                   32,972                                             (3,052)                           14,177      (31,496)

    Cash, beginning of period                                                         25,744                                              62,027                            44,539        90,471
                                                                                      ------                                              ------                            ------        ------

    Cash, end of period                                                              $58,716                                             $58,975                           $58,716       $58,975
                                                                                     =======                                             =======                           =======       =======


                                                              INSTRUCTURE, INC.

                                                   RECONCILIATION OF NON-GAAP GROSS MARGIN

                                                     (in thousands, except percentages)

                                                                 (unaudited)


                                Three Months Ended                                    Nine Months Ended

                                September 30,                                     September 30,
                                -------------                                     -------------

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

    GAAP gross profit                $30,478                                     $21,507                  $81,892     $55,712

    Stock-based compensation             372                                         256                      950         722
                                         ---                                         ---                      ---         ---

    Non-GAAP gross margin            $30,850                                     $21,763                  $82,842     $56,434
                                     =======                                     =======                  =======     =======


    GAAP gross margin %              71.0%                                      71.3%                   71.2%      70.2%

    Non-GAAP gross margin %          71.8%                                      72.2%                   72.1%      71.1%


                                                                  INSTRUCTURE, INC.

                                                      RECONCILIATION OF NON-GAAP OPERATING LOSS

                                                          (in thousands, except percentages)

                                                                     (unaudited)


                                   Three Months Ended                                      Nine Months Ended

                                   September 30,                                       September 30,
                                   -------------                                       -------------

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

    Loss from operations               $(12,562)                                  $(12,267)                  $(38,294)    $(40,537)

    Stock-based compensation               4,267                                       2,804                      11,707         7,701

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

    Amortization of acquisition
     related intangibles                       -                                          2                           -            6
                                             ---                                        ---                         ---          ---

    Non-GAAP operating loss             $(8,295)                                   $(9,461)                  $(27,121)    $(33,047)
                                         =======                                     =======                    ========      ========


    GAAP operating margin                 -29.2%                                     -40.7%                     -33.3%         -51%

    Non-GAAP operating margin             -19.3%                                     -31.4%                     -23.6%         -42%


                                                                INSTRUCTURE, INC.

                                                       RECONCILIATION OF NON-GAAP NET LOSS

                                                      (in thousands, except per share data)

                                                                   (unaudited)


                                   Three Months Ended                                   Nine Months Ended

                                    September 30,                                   September 30,
                                    -------------                                   -------------

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

    Net Loss                            $(12,373)                               $(12,317)                 $(38,100)    $(40,646)

    Stock-based compensation                4,267                                    2,804                     11,707         7,701

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

    Amortization of acquisition
     related intangibles                        -                                       2                          -            6

    Change in fair value of
     warrant liability                         15                                     (10)                        98          (52)
                                              ---                                      ---                        ---           ---

    Non-GAAP net loss                    $(8,091)                                $(9,521)                 $(26,829)    $(33,208)
                                          =======                                  =======                   ========      ========

    Non-GAAP net loss per common
     share, basic and diluted             $(0.27)                                 $(0.34)                   $(0.92)      $(1.20)

    Weighted average common
     shares used in computing
     basic and diluted net loss
     per common  share                     29,535                                   28,084                     29,120        27,667


                                     INSTRUCTURE, INC.

                            RECONCILIATION OF 12-MONTH BILLINGS

                                      (in thousands)

                                        (unaudited)


                                   Trailing Twelve Months Ended

                                         September 30,
                                         -------------

                                      2017                      2016
                                      ----                      ----

    Total net revenue                         $146,517               $101,131


    Current deferred
     revenue

    Beginning balance                           81,563                 53,754

    Ending balance                             109,280                 81,563
                                               -------                 ------

    Net change in current
     deferred revenue                           27,717                 27,809


    Long term deferred
     revenue

    Beginning balance                            3,222                  3,996

    Ending balance                               3,942                  3,222
                                                 -----                  -----

    Net change in long term
     deferred revenue                              720                  (774)


    Total 12-month billings                   $174,954               $128,166
                                              ========               ========


                                                                                INSTRUCTURE, INC.

                                                                  RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                      Three Months Ended September 30, 2017

                                                                                 (in thousands)

                                                                                   (unaudited)


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

    Operating expenses:

    Sales and marketing                           $22,129                                                   (1,255)                         -  $20,874

    Research and development                       12,577                                                   (1,637)                         -   10,940

    General and administrative                      8,334                                                   (1,003)                         -    7,331
                                                    -----                                                    ------                        ---    -----

    Total operating expenses                      $43,040                                                   (3,895)                         -  $39,145
                                                  -------                                                    ------                        ---  -------


                                                                                             INSTRUCTURE, INC.

                                                                               RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                                   Three Months Ended September 30, 2016

                                                                                               (in thousands)

                                                                                                (unaudited)


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

    Operating expenses:

    Sales and marketing                           $17,788                                     (775)                                         -             -  $17,013

    Research and development                        9,297                                   (1,022)                                         -           (2)   $8,273

    General and administrative                      6,689                                     (751)                                         -             -   $5,938
                                                    -----                                      ----                                        ---           ---   ------

    Total operating expenses                      $33,774                                   (2,548)                                         -           (2)  $31,224
                                                  -------                                    ------                                        ---           ---   -------


                                                                                 INSTRUCTURE, INC.

                                                                   RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                       Nine Months Ended September 30, 2017

                                                                                  (in thousands)

                                                                                    (unaudited)


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

    Operating expenses:

    Sales and marketing                             $62,429                                                  (3,405)                        256   $59,280

    Research and development                        $34,816                                                  (4,375)                        256    30,697

    General and administrative                      $22,941                                                  (2,977)                         22    19,986
                                                    -------                                                   ------                         ---    ------

    Total operating expenses                       $120,186                                                 (10,757)                        534  $109,963
                                                   --------                                                  -------                         ---  --------


                                                                                            INSTRUCTURE, INC.

                                                                              RECONCILIATION OF NON-GAAP OPERATING EXPENSES

                                                                                  Nine Months Ended September 30, 2016

                                                                                             (in thousands)

                                                                                               (unaudited)


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

    Operating expenses:

    Sales and marketing                           $51,989                                 (2,219)                                          57             -  $49,827

    Research and development                       25,832                                 (2,742)                                          57           (6)   23,141

    General and administrative                     18,428                                 (2,018)                                         103             -   16,513
                                                   ------                                  ------                                          ---           ---   ------

    Total operating expenses                      $96,249                                 (6,979)                                         217           (6)  $89,481
                                                  -------                                  ------                                          ---           ---   -------


                                                                      INSTRUCTURE, INC.

                                                        RECONCILIATION OF NON-GAAP NET LOSS GUIDANCE

                                                                       (in thousands)

                                                                         (unaudited)


                                    Three Months Ending                                        Full Year Ending

                                     December 31,                                          December 31,
                                     ------------                                          ------------

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

                                LOW                             HIGH                                 LOW           HIGH

    Net loss                             $(13,210)                                    $(12,610)                 $(51,320)    $(50,720)

    Stock-based compensation                 4,400                                         4,400                     16,110        16,110

    Reversal of payroll tax
     expense on secondary stock
     purchase transactions                       -                                            -                     (530)        (530)

    Change in fair value of
     warrant liability                          50                                            50                        150           150
                                               ---                                           ---                        ---           ---

    Non-GAAP net loss                     $(8,760)                                     $(8,160)                 $(35,590)    $(34,990)
                                           =======                                       =======                   ========      ========


                                                                         INSTRUCTURE, INC.

                                                   RECONCILIATION OF NON-GAAP NET LOSS PER COMMON SHARE GUIDANCE

                                                                            (unaudited)


                                    Three Months Ending                                           Full Year Ending

                                        December 31,                                                December 31,
                                      ------------                                            ------------

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

                                 LOW                                HIGH                                LOW         HIGH

    Net loss per common share              $(0.44)                                         $(0.42)                 $(1.75)    $(1.73)

    Stock-based compensation                  0.15                                             0.15                     0.55        0.55

    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                     0.01        0.01
                                              ----                                             ----                     ----        ----

    Non-GAAP net loss per common
     share, basic and diluted              $(0.29)                                         $(0.27)                 $(1.21)    $(1.19)
                                            ======                                           ======                   ======      ======

    Non-GAAP weighted average
     common shares used in
     computing basic and diluted
     net loss per common  share
     (in thousands)                         29,900                                           29,900                   29,300      29,300

View original content with multimedia:http://www.prnewswire.com/news-releases/instructure-reports-third-quarter-2017-financial-results-300545743.html

SOURCE Instructure, Inc.