Instructure Reports Fourth Quarter and Full Year 2018 Financial Results

SALT LAKE CITY, Feb. 19, 2019 /PRNewswire/ -- Instructure, Inc. (NYSE: INST), the leading software-as-a-service (SaaS) technology company that helps people learn and develop, from their first day of school to their last day of work, today announced its financial results for the fourth quarter and full year ended December 31, 2018.

"In 2018, we grew revenue 30% year over year, enhanced our operating structure, and defined and launched our growth initiatives," said Dan Goldsmith, CEO of Instructure. "With a strong management team in place and a clear focus on growth and operational excellence, Instructure is well-positioned for success in 2019 and beyond."


                                                                   
     
       Fourth Quarter and Full Year Financial Summary


                                                                      
     (in thousands, except per share data)




                                  
        
              Three Months                                                                  Year Ended December 31,

                                               Ended December 31,



                                           2018                                               2017                                         2018                    2017



                                    (unaudited)                                       (unaudited)


                 Revenue                          $
            56,251                                                $
           44,755                        $
        209,544    $
         160,975



                 Gross Margin



     GAAP                                                    69.6                                                           70.3                                 70.5              71.1
                                                                 %                                                             %                                   %                %



     Non-GAAP(1)                                             71.3                                                           71.5                                 72.2              72.0
                                                                 %                                                             %                                   %                %



                 Operating Loss



     GAAP                                                 (8,259)                                                      (10,411)                            (44,773)         (43,802)



     Non-GAAP(1)                                          (1,012)                                                       (6,277)                            (21,898)         (28,495)



                 Operating Margin



     GAAP                                                   -14.7                                                          -23.3                                -21.4             -27.2
                                                                 %                                                             %                                   %                %



     Non-GAAP(1)                                             -1.8                                                          -14.0                                -10.5             -17.7
                                                                 %                                                             %                                   %                %



                 Net loss



     GAAP                                                 (7,587)                                                       (9,744)                            (43,465)         (43,084)



     Non-GAAP(1)                                            (340)                                                       (6,189)                            (20,712)         (28,258)



                 EPS



     GAAP                                        $
            (0.22)                                               $
           (0.32)                        $
        (1.27)    $
         (1.47)



     Non-GAAP(1)                                 $
            (0.01)                                               $
           (0.20)                        $
        (0.60)    $
         (0.96)


              __________




               (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,
                the change in fair value of mark-
                to-market liabilities, the change
                in fair value of the contingent
                liability and the deferred income
                tax benefit.

Fourth Quarter 2018 Business Highlights

    --  Instructure continued to expand its customer base in the fourth quarter.
        A few highlights include:
        --  Corporate - ETQ, a leading provider of quality and compliance
            management software, selected Bridge Learn to train their over
            100,000 customers. Deloitte España will be using Bridge Learn not
            only for internal employee training, but also to deliver cyber
            security training to their clients. Chewy, the online pet retailer,
            chose Bridge Learn for their customer success team of 10,000
            employees. In Canada, lululemon athletica selected Bridge Learn and
            Arc to assist them with employee training and development. And
            finally, The Pacific Financial Group chose Bridge Learn and Practice
            for their 3,000 financial representatives and clients.
        --  U.S. Education - UC San Diego selected Canvas for their over 34,000
            students and Harvard Medical School selected Practice in support of
            their global training for clinical research programs.
        --  International Education - In Mexico, Canvas was selected by
            Tecnológico de Monterrey for their 200,000 learners. In Australia,
            the University of Melbourne and the University of Technology Sydney
            chose Canvas for their collective 80,000 students. Additionally, Our
            Lady of Fatima University in the Philippines with 70,000 learners
            and the Wine and Spirit Education Trust in the United Kingdom with
            30,000 learners also selected Canvas.

Business Outlook

Today, Instructure issued financial guidance for the first quarter and full year 2019. 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, the change in fair value of mark-to-market liabilities, the change in fair value of the contingent liability and the deferred income tax benefit (see tables below that reconcile these non-GAAP financial measures to the related GAAP measures). On January 1, 2018, Instructure adopted Accounting Standards Codification (ASC) 606 "Revenue from Contracts with Customers" using the full retrospective transition method.

For the first quarter ending March 31, 2019, Instructure expects revenue of approximately $56.9 million to $57.5 million, a non-GAAP net loss of ($5.6) million to ($5.0) million, and non-GAAP net loss per common share of ($0.16) to ($0.14).

For the full year ending December 31, 2019, Instructure expects revenue of approximately $256 million to $260 million, non-GAAP net loss of ($23.5) million to ($21.5) million, and non-GAAP net loss per common share of ($0.65) to ($0.59).

Conference Call Details

Instructure will discuss its fourth quarter and full year 2018 results today, February 19, 2019, via teleconference at 3:00 p.m. Mountain Time / 5:00 p.m. Eastern Time. The call may be accessed at (877) 201-0168 or (647) 788-4901, passcode 8690028.

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 http://bit.ly/INST_Q42018EarningsCall.

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, non-GAAP free cash flow 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, the change in fair value of mark-to-market liabilities, the change in fair value of the contingent liability and the deferred income tax benefit. 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 mark-to-market liabilities - 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.
    --  Change in fair value of the contingent liability - Under GAAP, we are
        required to record mark-to-market adjustments for the change in the fair
        value of the liability for contingent consideration related to an
        acquisition. The expense or gain recognized 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.
    --  Deferred income tax benefit - The deferred income tax benefit is a
        non-cash item created by the difference in the carrying amount and tax
        basis of the assets and liabilities acquired. This taxable temporary
        difference resulted in the recognition of a $0.6 million deferred tax
        liability which was recorded as an adjustment to goodwill on the
        consolidated balance sheets as of December 31, 2017. The creation of the
        deferred tax liability represents a source of future taxable income
        which supports the realization of a portion of the income tax benefit
        associated with historical net operating losses. The deferred income tax
        benefit is a non-cash item that is unique to the business combination,
        and we believe the exclusion of this deferred tax benefit provides for a
        useful comparison of our operating results to prior periods and our peer
        companies.

Forward-Looking Statements

This press release contains, and statements made during the above referenced conference call will contain, "forward-looking" statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company's financial guidance for the first quarter of 2019 and for the full year ending December 31, 2019, 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 September 30, 2018, which was filed with the Securities and Exchange Commission (the "SEC") on October 31, 2018, 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 the leading software-as-a-service (SaaS) technology company that helps people learn and develop, from their first day of school to their last day of work. Its software solutions include Canvas, the learning platform that simplifies teaching and elevates learning, and Bridge, the employee development and engagement solution for people-focused companies. To date, Instructure has connected millions of educators and learners at more than 4,000 educational institutions and corporations throughout the world. Learn more about Canvas for higher ed and K-12 and Bridge for companies at www.Instructure.com.

Contacts:
Keaton Godfrey
Director, Investor Relations
Instructure
(866) 574-3127
godfrey@instructure.com

Becky Frost
Senior Director, Corporate Communications
Instructure
(801) 869-5017
press@instructure.com


                                                                                                
        
           INSTRUCTURE, INC.


                                                                                              
        
        CONSOLIDATED BALANCE SHEETS


                                                                                                 
        
           (in thousands)




                                                                                                                  December 31,                     December 31,

                                                                                                                          2018                              2017




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                                      $
         94,320                $
          35,693



     Short term marketable securities                                                                                                      58,630                         5,697


      Accounts receivable-net of allowances of $1,092 and $318 at December 31, 2018 and 2017,
       respectively                                                                                                                         35,514                        34,312



     Prepaid expenses                                                                                                                      13,918                        11,492



     Deferred commissions                                                                                                                   8,226                         7,086



     Other current assets                                                                                                                   2,019                         2,419




     Total current assets                                                                                                                 212,627                        96,699



     Property and equipment, net                                                                                                           27,388                        23,926



     Goodwill                                                                                                                              12,354                        12,354



     Intangible assets, net                                                                                                                 6,262                         9,048



     Noncurrent prepaid expenses                                                                                                            3,516                         2,939



     Deferred commissions, net of current portion                                                                                          11,404                        11,160



     Other assets                                                                                                                             446                           497




     
                Total assets                                                                                                     $
         273,997               $
          156,623




     
                Liabilities and stockholders
                '
                 equity



     Current liabilities:



     Accounts payable                                                                                                                $
         3,581                 $
          2,892



     Accrued liabilities                                                                                                                    9,809                        13,702



     Deferred rent                                                                                                                          1,329                           936



     Deferred revenue                                                                                                                     117,298                        99,773




     Total current liabilities                                                                                                            132,017                       117,303



     Deferred revenue, net of current portion                                                                                               3,372                         1,889



     Deferred rent, net of current portion                                                                                                 10,150                         9,201



     Other long-term liabilities                                                                                                               20                         1,286




     
                Total liabilities                                                                                                       145,559                       129,679




     Commitments and contingencies



     Stockholders' equity:



     Common stock                                                                                                                               3                             3



     Additional paid-in capital                                                                                                           395,865                       250,899



     Accumulated other comprehensive loss                                                                                                     (8)                          (1)



     Accumulated deficit                                                                                                                (267,422)                    (223,957)




     Total stockholders' equity                                                                                                           128,438                        26,944




     
                Total liabilities and stockholders
                '
                 equity                                             $
         273,997               $
          156,623


                                                                              
      
               INSTRUCTURE, INC.


                                                                            
      
       CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                            
      
       (in thousands, except per share data)




                                                    Three Months                                         
              
             Year Ended

                                                 Ended December 31,                                                           December 31,



                                                2018                                                 2017                                     2018              2017



                                         (unaudited)                                         (unaudited)



     Revenue:



     Subscription and support                             $
            50,962                                                $
              40,551         $
        188,501      $
         144,108


      Professional services and other                                 5,289                                                             4,204                21,043              16,867




     Total Net revenue                                              56,251                                                            44,755               209,544             160,975




     Cost of Revenue:



     Subscription and support                                       13,382                                                            10,001                46,706              34,351


      Professional services and other                                 3,740                                                             3,303                15,137              12,211




     Total cost of revenue                                          17,122                                                            13,304                61,843              46,562




     Gross profit                                                   39,129                                                            31,451               147,701             114,413




     Operating expenses:



     Sales and marketing                                            23,811                                                            20,130                97,481              78,726



     Research and development                                       14,281                                                            13,477                59,391              48,293


      General and administrative                                      9,296                                                             8,255                35,602              31,196




     Total operating expenses                                       47,388                                                            41,862               192,474             158,215




     Loss from operations                                          (8,259)                                                         (10,411)             (44,773)           (43,802)




     Other income (expense):



     Interest income                                                   885                                                               162                 2,413                 361



     Interest expense                                                 (14)                                                             (37)                 (68)               (55)


      Other income (expense), net                                     (167)                                                                4                 (698)                257




     Total other income, net                                           704                                                               129                 1,647                 563




     Loss before income taxes                                      (7,555)                                                         (10,282)             (43,126)           (43,239)


      Income tax expense (benefit)                                     (32)                                                              538                 (339)                155




     Net loss                                            $
            (7,587)                                              $
              (9,744)       $
        (43,465)    $
         (43,084)



      Net loss per common share, basic
       and diluted                                         $
            (0.22)                                               $
              (0.32)         $
        (1.27)      $
         (1.47)



      Weighted average shares used to
       compute net loss per share, basic
       and diluted                                                   35,175                                                            30,237                34,248              29,401


                                                                                       
       
                INSTRUCTURE, INC.


                                                                                
           
         CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                         
       
                (in thousands)




                                                          Three Months                           
              
                Year Ended

                                                       Ended December 31,                                               December 31,



                                                                     2018                                                  2017                     2018               2017



                                                           (unaudited)                                             (unaudited)



     
                Operating Activities:



     Net loss                                                            $
       (7,587)                                               $
        (9,744)       $
         (43,465)    $
        (43,084)


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


      Depreciation of property and equipment                                     2,311                                                        1,865                  8,749              6,187



     Amortization of intangible assets                                            674                                                          242                  2,786                572


      Amortization of deferred financing costs                                       4                                                            7                     19                 31


      Change in fair value of mark-to-market
       liabilities                                                                                                                             (1)               (1,266)                97



     Stock-based compensation                                                   6,645                                                        3,963                 22,747             15,670



     Other                                                                        320                                                           25                  (437)              (17)



     Changes in assets and liabilities:



     Accounts receivable, net                                                  11,368                                                        2,388                (2,643)          (14,882)



     Prepaid expenses and other assets                                        (2,385)                                                     (7,308)               (2,553)           (9,176)


      Accounts payable and accrued liabilities                                (13,046)                                                     (7,457)               (2,805)               740



     Deferred revenue                                                        (18,003)                                                     (8,929)                19,008             26,763



     Deferred rent                                                              (261)                                                       1,055                  1,342                992



     Deferred commissions                                                       (212)                                                     (1,157)               (1,384)           (4,990)



     Other liabilities                                                                                                                                                               (32)



      Net cash provided by (used in) operating
       activities                                                             (20,172)                                                    (25,051)                    98           (21,129)




     
                Investing Activities:



     Purchases of property and equipment                                      (2,244)                                                     (4,920)              (11,132)          (15,750)



     Purchases of intangible assets                                                                                                           (9)                                   (310)


      Proceeds from disposal of property and equipment                              10                                                           26                     88                 76



     Purchases of marketable securities                                      (21,690)                                                     (2,997)             (113,860)          (11,085)



     Maturities of marketable securities                                       23,750                                                        5,400                 61,600             29,300



      Net cash provided by (used in) investing
       activities                                                                (174)                                                     (2,500)              (63,304)             2,231




     
                Financing Activities:


      Proceeds from common stock offerings, net of
       offering costs                                                                                                                                            109,789


      Proceeds from issuance of common stock from
       employee equity plans                                                     3,707                                                        4,606                 12,467             10,375


      Shares repurchased for tax withholdings on
       vesting of restricted stock                                                (72)                                                        (78)                 (405)             (292)



     Payments for financing costs                                                                                                                                  (18)              (31)



      Net cash provided by financing activities                                  3,635                                                        4,528                121,833             10,052




     Net increase (decrease) in cash                                         (16,711)                                                    (23,023)                58,627            (8,846)



     Cash, beginning of period                                                111,031                                                       58,716                 35,693             44,539




     Cash, end of period                                                  $
       94,320                                                 $
        35,693         $
          94,320     $
          35,693


                                                                      
            
                INSTRUCTURE, INC.


                                                            
             
              RECONCILIATION OF NON-GAAP GROSS MARGIN


                                                              
             
              (in thousands, except percentages)


                                                                         
            
                (unaudited)




                                                     Three Months                           
              
                Year Ended

                                                   Ended December 31,                                               December 31,



                                           2018                            2017                                            2018         2017




              GAAP gross profit                $
      39,129                                     $
              31,451                $
     147,701  $
     114,413


               Stock-based compensation                632                                                    408                     2,210       1,358


               Amortization of acquisition
                related intangibles                    332                                                    135                     1,339         135


               Reversal of payroll tax
                expense on secondary stock
                purchase transactions                                                                                                (49)



               Non-GAAP gross margin            $
      40,093                                     $
              31,994                $
     151,201  $
     115,906





    GAAP gross margin %                             69.6                                                   70.3                      70.5        71.1
                                                         %                                                     %                        %          %


    Non-GAAP gross margin %                         71.3                                                   71.5                      72.2        72.0
                                                         %                                                     %                        %          %


                                                             
            
                INSTRUCTURE, INC.


                                                   
            
              RECONCILIATION OF NON-GAAP OPERATING LOSS


                                                       
           
               (in thousands, except percentages)


                                                               
             
                (unaudited)




                                            Three Months                           
              
                Year Ended

                                         Ended December 31,                                                December 31,



                                 2018                            2017                                              2018           2017



     Loss from operations             $
      (8,259)                                   $
              (10,411)                $
     (44,773)    $
     (43,802)


     Stock-based compensation               6,645                                                   3,963                      22,747          15,670


     Reversal of payroll tax
      expense on secondary stock
      purchase transactions                                                                                                 (1,225)          (534)


     Amortization of acquisition
      related intangibles                     602                                                     171                       2,497             171


     Change in fair value of
      contingent liability                                                                                                  (1,144)



     Non-GAAP operating loss          $
      (1,012)                                    $
              (6,277)                $
     (21,898)    $
     (28,495)





     GAAP operating margin                  -14.7                                                   -23.3                       -21.4           -27.2
                                                %                                                      %                          %              %


     Non-GAAP operating margin               -1.8                                                   -14.0                       -10.5           -17.7
                                                %                                                      %                          %              %


                                                               
            
               INSTRUCTURE, INC.


                                                       
             
             RECONCILIATION OF NON-GAAP NET LOSS


                                                      
             
             (in thousands, except per share data)


                                                                  
           
                (unaudited)




                                              Three Months                          
              
                Year Ended

                                            Ended December 31,                                              December 31,



                                  2018                              2017                                           2018              2017




     Net loss                         $
        (7,587)                                  $
              (9,744)                $
       (43,465)    $
       (43,084)


      Stock-based compensation                 6,645                                                 3,963                        22,747            15,670


      Reversal of payroll tax
       expense on secondary stock
       purchase transactions                                                                                                   (1,225)            (534)


      Amortization of acquisition
       related intangibles                       602                                                   171                         2,497               171


      Change in fair value of
       mark-to-market
       liabilities                                                                                    (1)                        (122)               97


      Change in fair value of
       contingent liability                                                                                                    (1,144)


      Deferred income tax benefit
       from business combination                                                                    (578)                                         (578)




     Non-GAAP net loss                  $
        (340)                                  $
              (6,189)                $
       (20,712)    $
       (28,258)



      Non-GAAP net loss per
       common share, basic and
       diluted                          $
        (0.01)                                   $
              (0.20)                  $
       (0.60)      $
       (0.96)


      Weighted average common
       shares used in computing
       basic and diluted net loss
       per common share                       35,175                                                30,237                        34,248            29,401


                                                     
           
                INSTRUCTURE, INC.


                                                   
        
             RECONCILIATION OF FREE CASH FLOW


                                                      
           
                (in thousands)


                                                        
           
                (unaudited)




                                     Three Months                     
              
                Year Ended

                                  Ended December 31,                                          December 31,



                          2018                          2017                                          2018              2017



     Net cash provided by
      (used in) operating
      activities               $
      (20,172)                             $
              (25,051)                  $
           98     $
      (21,129)


     Purchase of property
      and equipment and
      intangibles                   (2,244)                                          (4,929)                     (11,132)        (16,060)


     Proceeds from
      disposals of
      property and
      equipment                          10                                                26                            88               76



     Free cash flow            $
      (22,406)                             $
              (29,954)               $
        (10,946)    $
      (37,113)


                                               
        
                INSTRUCTURE, INC.


                                             
       
          RECONCILIATION OF 12-MONTH BILLINGS


                                                 
        
                (in thousands)


                                                  
        
                (unaudited)




                                                                                            Trailing Twelve Months Ended

                                                                                            December 31,



                                                                                2018                              2017




     Total net revenue                                                                $
       209,544                      $
     160,975





     Total deferred revenue



     Beginning balance                                                                     101,662                          74,637



     Ending balance                                                                        120,669                         101,662




     Net change in current deferred revenue                                                 19,007                          27,025





     Total 12-month billings                                                          $
       228,551                      $
     188,000


                                                                                           
              
                INSTRUCTURE, INC.


                                                                                
           
                RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                  
              
                Three Months Ended December 31, 2018


                                                                                             
              
                (in thousands)


                                                                                              
              
                (unaudited)




                                 GAAP                       Stock-based                         Reversal of                                                   Amortization               Change in       NON-GAAP
                                                Compensation                        Payroll Tax                                                    of acquired             fair value of
                                                  Expense                            Associated                                                    intangibles               contingent
                                                                                    with Equity                                                                               earn-out
                                                                                    Transactions                                                                             liability




     Operating expenses:



     Sales and marketing             $
     23,811                         (1,618)                                                                                                                    (270)          $
     21,923



     Research and development           14,281                         (2,385)                                                                                                                                      11,896


      General and administrative          9,296                         (2,010)                                                                                                                                       7,286




     Total operating expenses        $
     47,388                         (6,013)                                                                                                                    (270)          $
     41,105


                                                                                           
              
                INSTRUCTURE, INC.


                                                                                
           
                RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                  
              
                Three Months Ended December 31, 2017


                                                                                             
              
                (in thousands)


                                                                                              
              
                (unaudited)




                                 GAAP                       Stock-based                         Reversal of                                                   Amortization               Change in      NON-GAAP
                                                Compensation                        Payroll Tax                                                    of acquired             fair value of
                                                  Expense                            Associated                                                    intangibles               contingent
                                                                                    with Equity                                                                               earn-out
                                                                                    Transactions                                                                              liability




     Operating expenses:



     Sales and marketing             $
     20,130                           (926)                                                                                                                    (36)          $
     19,168



     Research and development           13,477                         (1,648)                                                                                                                                     11,829


      General and administrative          8,255                           (981)                                                                                                                                      7,274




     Total operating expenses        $
     41,862                         (3,555)                                                                                                                    (36)          $
     38,271


                                                                                           
              
                INSTRUCTURE, INC.


                                                                                   
        
                RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                      
              
                Year Ended December 31, 2018


                                                                                             
              
                (in thousands)


                                                                                              
              
                (unaudited)




                                 GAAP                         Stock-based                        Reversal of                                                  Amortization                Change in         NON-GAAP
                                                  Compensation                       Payroll Tax                                                   of acquired              fair value of
                                                    Expense                           Associated                                                   intangibles                contingent
                                                                                     with Equity                                                                              earn-out
                                                                                     Transactions                                                                             liability




     Operating expenses:



     Sales and marketing              $
      97,481                          (6,022)                                                                                      430                         (1,158)                $
     90,731



     Research and development             59,391                          (8,338)                                                                                      616                                                   51,669


      General and administrative           35,602                          (6,177)                                                                                      130                                          1,144     30,699




     Total operating expenses        $
      192,474                         (20,537)                                                                                    1,176                         (1,158)          1,144 $
     173,099


                                                                                           
              
                INSTRUCTURE, INC.


                                                                                   
        
                RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                      
              
                Year Ended December 31, 2017


                                                                                             
              
                (in thousands)


                                                                                              
              
                (unaudited)




                                 GAAP                         Stock-based                        Reversal of                                                  Amortization                Change in      NON-GAAP
                                                  Compensation                       Payroll Tax                                                   of acquired              fair value of
                                                    Expense                           Associated                                                   intangibles                contingent
                                                                                     with Equity                                                                               earn-out
                                                                                     Transactions                                                                              liability




     Operating expenses:



     Sales and marketing              $
      78,726                          (4,331)                                                                                      256                         (36)           $
      74,615



     Research and development             48,293                          (6,023)                                                                                      256                                            42,526


      General and administrative           31,196                          (3,958)                                                                                       22                                            27,260




     Total operating expenses        $
      158,215                         (14,312)                                                                                      534                         (36)          $
      144,401


                                                                   
        
                INSTRUCTURE, INC.


                                                               
     
          RECONCILIATION OF NON-GAAP NET LOSS GUIDANCE


                                                                     
        
                (in thousands)


                                                                      
        
                (unaudited)




                                           Three Months Ending                                                       Full Year Ending

                                  
      
              March 31,                                                              December 31,



                                    2019                                  2019                                                         2019           2019



                                     LOW                                 HIGH                                                         LOW          HIGH



     Net loss                           $
              (17,225)                                $
              (16,625)                           $
     (74,360)    $
     (72,330)


      Stock-based compensation                         11,025                                               11,025                                 49,775          49,775


      Reversal of payroll tax
       expense on secondary stock
       purchase transactions                                                                                                                    (1,325)        (1,325)


      Amortization of acquisition
       related intangibles                                600                                                  600                                  2,410           2,410




     Non-GAAP net loss                   $
              (5,600)                                 $
              (5,000)                           $
     (23,500)    $
     (21,470)


                                                                
              
                INSTRUCTURE, INC.


                                                            
     
       RECONCILIATION OF NON-GAAP NET LOSS PER COMMON SHARE GUIDANCE


                                                                   
              
                (unaudited)




                                        Three Months Ending                                                                 Full Year Ending

                                             March 31,                                                                        December 31,



                                  2019                                        2019                                                            2019         2019



                                   LOW                                       HIGH                                                            LOW        HIGH


     Net loss per common share         $
              (0.49)                                        $
              (0.47)                                $
     (2.06)    $
     (2.00)


     Stock-based compensation                        0.31                                                       0.31                                      1.38          1.38


     Reversal of payroll tax
      expense on secondary stock
      purchase transactions                                                                                                                           (0.04)       (0.04)


     Amortization of acquisition
      related intangibles                            0.02                                                       0.02                                      0.07          0.07



     Non-GAAP net loss per
      common share, basic and
      diluted                          $
              (0.16)                                        $
              (0.14)                                $
     (0.65)    $
     (0.59)



     Non-GAAP weighted average
      common shares used in
      computing basic and diluted
      net loss per common share
      (in thousands)                               35,500                                                     35,500                                    36,100        36,100

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SOURCE Instructure