Instructure Reports Third Quarter 2018 Financial Results

SALT LAKE CITY, Oct. 29, 2018 /PRNewswire/ -- Instructure, Inc. (NYSE: INST), a leading software-as-a-service (SaaS) technology company in education, learning and employee development, today announced its financial results for the third quarter ended September 30, 2018.

"We delivered a solid third quarter with $55.2 million in revenue and realized meaningful year-over-year improvements to our operating margin," said Josh Coates, CEO at Instructure. "During the quarter, we had great success executing against our long-term strategy of providing a more robust suite of Bridge offerings as well as winning key deals in the extended enterprise space."


                                  
         
              Third Quarter Financial Summary


                                    
         (in thousands, except per share data)


                                      
         
              Three Months

                                                   Ended September 30,



                                                2018                                       2017



                                         (unaudited)                               (unaudited)



     
              Revenue                               $
            55,239                          $
        43,203



                 Gross Margin



     GAAP                                                         70.8                                  71.0
                                                                      %                                    %



     Non-GAAP(1)                                                  72.5                                  71.9
                                                                      %                                    %



                 Operating Loss



     GAAP                                                     (11,956)                             (11,628)



     Non-GAAP(1)                                               (5,672)                              (7,361)



                 Operating Margin



     GAAP                                                        -21.6                                 -26.9
                                                                      %                                    %



     Non-GAAP(1)                                                 -10.3                                 -17.0
                                                                      %                                    %




     
              Net loss



     GAAP                                                     (11,472)                             (11,471)



     Non-GAAP(1)                                               (5,188)                              (7,219)




     
              EPS



     GAAP                                             $
            (0.33)                         $
        (0.39)



     Non-GAAP(1)                                      $
            (0.15)                         $
        (0.24)



     ___________



               (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 the
                warrant liability and the change in
                fair value of the contingent
                liability.

Third Quarter 2018 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 - In Texas, Frisco
            Independent School District and the University of Texas at Arlington
            chose Canvas for their 36,000 and 40,000 students, respectively.
            Oklahoma State, with close to 30,000 students and faculty, selected
            Canvas and Arc. Fresno State switched to Canvas for their 20,000
            students. Additionally, Montgomery County Public Schools, the 17th
            largest school district in the U.S., selected Practice to train
            28,000 faculty and staff.
        --  International Education - Canvas was selected by the University
            College Cork in Ireland for their 17,000 students and Lund
            University in Sweden for their almost 27,000 students. The Faculdade
            das Américas (FAM) in Brazil with 20,000 students and the
            Pontifical Catholic University of Chile with 31,000 students also
            switched to Canvas. Additionally, De La Salle University, one of the
            top institutions in the Philippines, selected Canvas for their
            16,000 students.
        --  Corporate - Vivint, a provider of smart home technology, expanded
            their relationship to include the full Bridge suite of Learn,
            Perform, Practice and Arc for their entire workforce of 17,000
            employees. MassMutual Life Insurance selected Bridge Learn for their
            25,000 field agents. Divisions of StubHub, the largest ticket
            marketplace, and Fiserv, a leader in financial services technology,
            chose Bridge Learn and Arc because of their ease of use. And
            finally, a division of a global, multi-billion dollar consumer goods
            company in the United Kingdom selected Bridge Learn and Arc to train
            channel and distribution partners.

Business Outlook

Today, Instructure issued financial guidance for the fourth quarter and full year 2018. 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 the warrant liability, and the change in fair value of the contingent liability (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 fourth quarter ending December 31, 2018, Instructure expects revenue of approximately $55.2 million to $56.2 million, a non-GAAP net loss of ($5.8) million to ($4.8) million, and non-GAAP net loss per common share of ($0.16) to ($0.14).

For the full year ending December 31, 2018, Instructure expects revenue of approximately $208.5 million to $209.5 million, as compared to previously stated guidance of $205.1 million to $209.5 million, non-GAAP net loss of ($26.2) million to ($25.2) million, up from ($31.8) million to ($29.8) million, and non-GAAP net loss per common share of ($0.76) to ($0.74), up from ($0.93) to ($0.87).

Conference Call Details

Instructure will discuss its third quarter 2018 results today, October 29, 2018, via teleconference at 3:00 p.m. Mountain Time / 5:00 p.m. Eastern Time. The call may be accessed at (800) 239-9838 or (323) 994-2093, passcode 1015715.

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_Q32018EarningsCall.

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 the warrant liability, and the change in fair value of the contingent 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.
    --  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.

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 2018 and for the full year ending December 31, 2018, 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, 2018, which was filed with the Securities and Exchange Commission (the "SEC") on August 1, 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 a leading software-as-a-service (SaaS) technology company that makes software that makes people smarter. With a vision to help maximize the potential of people through technology, Instructure created Canvas and Bridge to enable organizations everywhere to easily develop, deliver, and manage engaging face-to-face and online learning experiences. To date, Instructure has connected millions of instructors and learners at more than 4,000 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
Director, Investor Relations
Instructure
(866) 574-3127
kgodfrey@instructure.com

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


                                                          
              
              INSTRUCTURE, INC.


                                                        
           
              CONSOLIDATED BALANCE SHEETS


                                                            
              
              (in thousands)


                                                             September 30,                             December 31,

                                                                      2018                                      2017



                                                              (unaudited)                              (unaudited)



     
                Assets



     Current assets:



     Cash and cash equivalents                                                    $
              111,031                $
          35,693


      Short term marketable securities                                                          60,390                         5,697


      Accounts receivable-net of allowances
       of $730 and $318 at
       September 30, 2018 and December 31,
       2017, respectively                                                                       47,510                        34,312



     Prepaid expenses                                                                          11,114                        11,492



     Deferred commissions                                                                       8,126                         7,086



     Other current assets                                                                       1,803                         2,419




     Total current assets                                                                     239,974                        96,699



     Property and equipment, net                                                               27,024                        23,926



     Goodwill                                                                                  12,354                        12,354



     Intangible assets, net                                                                     6,936                         9,048



     Noncurrent prepaid expenses                                                                4,075                         2,939


      Deferred commissions, net of current
       portion                                                                                  11,292                        11,160



     Other assets                                                                                 526                           497




     
                Total assets                                                    $
              302,181               $
          156,623



                   Liabilities and stockholders' equity



     Current liabilities:



     Accounts payable                                                              $
              11,458                 $
          2,892



     Accrued liabilities                                                                       14,345                        13,702



     Deferred rent                                                                              1,303                           936



     Deferred revenue                                                                         136,179                        99,773




     Total current liabilities                                                                163,285                       117,303


      Deferred revenue, net of current
       portion                                                                                   2,494                         1,889


      Deferred rent, net of current portion                                                     10,437                         9,201



     Other long term liabilities                                                                   20                         1,286



                   Total liabilities                                                           176,236                       129,679



      Commitments and contingencies



     Stockholders' equity:



     Common stock                                                                                   3                             3



     Additional paid-in capital                                                               385,789                       250,899


      Accumulated other comprehensive loss                                                        (12)                          (1)



     Accumulated deficit                                                                    (259,835)                    (223,957)




     Total stockholders' equity                                                               125,945                        26,944



                   Total liabilities and stockholders'
                    equity                                                         $
              302,181               $
          156,623


                                                                                  
            
                INSTRUCTURE, INC.


                                                                                
      
              CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                                
      
              (in thousands, except per share data)


                                                      Three Months                                
              
                Nine Months

                                                   Ended September 30,                                                   Ended September 30,



                                                  2018                                       2017                                                     2018                 2017



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



     Revenue:



     Subscription and support                                $
             49,235                                       $
              38,290                      $
           137,539      $
         103,557


      Professional services and other                                     6,004                                                    4,913                                15,754              12,663




     Total Net revenue                                                  55,239                                                   43,203                               153,293             116,220




     Cost of Revenue:



     Subscription and support                                           12,149                                                    9,278                                33,324              24,350


      Professional services and other                                     3,989                                                    3,245                                11,397               8,908




     Total cost of revenue                                              16,138                                                   12,523                                44,721              33,258




     Gross profit                                                       39,101                                                   30,680                               108,572              82,962




     Operating expenses:



     Sales and marketing                                                25,641                                                   21,397                                73,670              58,596



     Research and development                                           15,601                                                   12,577                                45,110              34,816


      General and administrative                                          9,815                                                    8,334                                26,306              22,941




     Total operating expenses                                           51,057                                                   42,308                               145,086             116,353




     Loss from operations                                             (11,956)                                                (11,628)                             (36,514)           (33,391)




     Other income (expense):



     Interest income                                                       761                                                       84                                 1,528                 199



     Interest expense                                                     (25)                                                                                         (54)               (18)


      Other income (expense), net                                         (177)                                                     205                                 (531)                253




     Total other income, net                                               559                                                      289                                   943                 434




     Loss before income taxes                                         (11,397)                                                (11,339)                             (35,571)           (32,957)



     Income tax expense                                                   (75)                                                   (132)                                (307)              (383)




     Net loss                                              $
             (11,472)                                    $
              (11,471)                    $
           (35,878)    $
         (33,340)



      Net loss per common share, basic and
       diluted                                                $
             (0.33)                                      $
              (0.39)                      $
           (1.06)      $
         (1.14)



      Weighted average shares used to
       compute net loss 
              per
       share, basic and diluted                                          34,895                                                   29,535                                33,934              29,120


                                                                                                 
       
                INSTRUCTURE, INC.


                                                                                               
      
         CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                   
       
                (in thousands)


                                                                     Three Months                                   
              
                Nine Months

                                                                  Ended September 30,                                                      Ended September 30,



                                                                2018                                           2017                                                     2018                 2017



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



     
                Operating Activities:



     Net loss                                                             $
             (11,473)                                       $
              (11,471)                    $
           (35,878)    $
        (33,340)


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



     Depreciation of property and equipment                                             2,320                                                       1,629                                 6,438              4,322



     Amortization of intangible assets                                                    673                                                          71                                 2,112                330


      Amortization of deferred financing costs                                               5                                                           8                                    15                 24


      Change in fair value of mark-to-market
       liabilities                                                                                                                                     15                               (1,266)                98



     Stock-based compensation                                                           5,683                                                       4,267                                16,102             11,707



     Other                                                                                142                                                          24                                 (757)              (42)



     Changes in assets and liabilities:



     Accounts receivable, net                                                          45,993                                                      37,219                              (14,011)          (17,270)



     Prepaid expenses and other assets                                                (1,550)                                                        167                                 (168)           (1,868)


      Accounts payable and accrued liabilities                                           7,231                                                       5,999                                10,241              8,197



     Deferred revenue                                                                   6,147                                                       6,053                                37,011             35,692



     Deferred rent                                                                      (233)                                                        351                                 1,603               (63)



     Deferred commissions                                                               (240)                                                      (732)                              (1,172)           (3,833)



     Other liabilities                                                                                                                              (32)                                                   (32)



      Net cash provided by operating activities                                         54,698                                                      43,568                                20,270              3,922




     
                Investing Activities:



     Purchases of property and equipment                                              (1,498)                                                    (3,875)                              (8,888)          (10,830)



     Purchases of intangible assets                                                                                                                                                                       (301)


      Proceeds from disposal of property and equipment                                      26                                                          12                                    78                 50



     Purchases of marketable securities                                              (43,729)                                                    (8,088)                             (92,170)           (8,088)



     Maturities of marketable securities                                               32,150                                                                                           37,850             23,900



      Net cash provided by (used in) investing
       activities                                                                     (13,051)                                                   (11,951)                             (63,130)             4,731




     
                Financing Activities:


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


      Proceeds from issuance of common stock from
       employee equity plans                                                             1,511                                                       1,453                                 8,760              5,769


      Shares repurchased for tax withholdings on vesting
       of restricted stock                                                                (78)                                                       (91)                                (333)             (214)



     Payments for financing costs                                                                                                                    (7)                                 (18)              (31)



      Net cash provided by financing activities                                          1,433                                                       1,355                               118,198              5,524




     Net increase in cash                                                              43,080                                                      32,972                                75,338             14,177



     Cash, beginning of period                                                         67,951                                                      25,744                                35,693             44,539




     Cash, end of period                                                   $
             111,031                                          $
              58,716                      $
           111,031     $
          58,716


                                                                       
            
                INSTRUCTURE, INC.


                                                              
            
              RECONCILIATION OF NON-GAAP GROSS MARGIN


                                                                
            
              (in thousands, except percentages)


                                                                          
            
                (unaudited)


                                                     Three Months                                                    Nine Months

                                                   Ended September 30,                                                Ended September 30,



                                           2018                             2017                                            2018                 2017




              GAAP gross profit                $
      39,101                                      $
              30,680                        $
     108,572  $
     82,962


               Stock-based compensation                603                                                     372                             1,578        950


               Amortization of acquisition
                related intangibles                    332                                                                                    1,007


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



               Non-GAAP gross margin            $
      40,036                                      $
              31,052                        $
     111,108  $
     83,912





    GAAP gross margin %                             70.8                                                    71.0                              70.8       71.4
                                                         %                                                      %                                %         %


    Non-GAAP gross margin %                         72.5                                                    71.9                              72.5       72.2
                                                         %                                                      %                                %         %


                                                               
            
                INSTRUCTURE, INC.


                                                       
          
              RECONCILIATION OF NON-GAAP OPERATING LOSS


                                                           
         
               (in thousands, except percentages)


                                                                 
             
                (unaudited)


                                             Three Months                            
              
                Nine Months

                                          Ended September 30,                                              Ended September 30,



                                 2018                              2017                                              2018                2017



     Loss from operations             $
       (11,956)                                   $
              (11,628)                     $
     (36,514)    $
     (33,391)


     Stock-based compensation                 5,683                                                   4,267                           16,102          11,707


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


     Amortization of acquisition
      related intangibles                       601                                                                                   1,895


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



     Non-GAAP operating loss           $
       (5,672)                                    $
              (7,361)                     $
     (20,886)    $
     (22,218)





     GAAP operating margin                    -21.6                                                   -26.9                            -23.8           -28.7
                                                  %                                                      %                               %              %


     Non-GAAP operating margin                -10.3                                                   -17.0                            -13.6           -19.1
                                                  %                                                      %                               %              %


                                                                  
             
               INSTRUCTURE, INC.


                                                             
          
              RECONCILIATION OF NON-GAAP NET LOSS


                                                            
          
              (in thousands, except per share data)


                                                                     
            
                (unaudited)


                                                 Three Months                                                   Nine Months

                                              Ended September 30,                                              Ended September 30,



                                    2018                               2017                                            2018                    2017




     Net loss                           $
        (11,472)                                  $
              (11,471)                      $
       (35,878)    $
       (33,340)


      Stock-based compensation                    5,683                                                  4,267                              16,102            11,707


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


      Amortization of acquisition
       related intangibles                          601                                                                                     1,895


      Change in fair value of
       warrant liability                                                                                 (15)                              (122)             (98)


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




     Non-GAAP net loss                   $
        (5,188)                                   $
              (7,219)                      $
       (20,372)    $
       (22,265)



      Non-GAAP net loss per common
       share, 
              basic and
       diluted                             $
        (0.15)                                    $
              (0.24)                        $
       (0.60)      $
       (0.76)


      Weighted average common
       shares used in computing
              basic and diluted net
              loss per common share              34,895                                                 29,535                              33,934            29,120


                                                       
            
                INSTRUCTURE, INC.


                                                    
         
              RECONCILIATION OF FREE CASH FLOW


                                                        
            
                (in thousands)


                                                          
            
                (unaudited)


                                    Three Months Ended                                             Nine Months Ended

                                     September 30,                                              September 30,



                            2018                           2017                                         2018                  2017



     Net cash provided by
      operating activities       $
      54,698                                  $
              43,568                      $
        20,270    $
           3,922


     Purchase of property
      and equipment and
      intangibles                   (1,498)                                            (3,875)                          (8,888)         (11,131)


     Proceeds from
      disposals of property
      and equipment                      26                                                  12                                78                50



     Free cash flow              $
      53,226                                  $
              39,705                      $
        11,460  $
           (7,159)


                   
          
                INSTRUCTURE, INC.


                 
       
            RECONCILIATION OF 12-MONTH BILLINGS


                     
          
                (in thousands)


                      
          
                (unaudited)


                                           Trailing Twelve Months Ended

                                           September 30,



                        2018                                       2017



     Total net
      revenue                  $
              198,020                      $
     147,874




     Total
      deferred
      revenue


     Beginning
      balance                              110,328                          83,581


     Ending
      balance                              138,673                         110,328



     Net change
      in current
      deferred
      revenue                               28,345                          26,747




     Total
      12-month
      billings                 $
              226,365                      $
     174,621


                                                                                                                   
              
                INSTRUCTURE, INC.


                                                                                                             
       
               RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                                               
        
                Three Months Ended September 30, 2018


                                                                                                                     
              
                (in thousands)


                                                                                                                      
              
                (unaudited)


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




     Operating expenses:



     Sales and marketing                   $
      25,641                                       (1,385)                                                                                                 (269)          $
     23,987



     Research and development                  15,601                                       (2,026)                                                                                                                   13,575


      General and administrative                 9,815                                       (1,669)                                                                                                                    8,146




     Total operating expenses              $
      51,057                                       (5,080)                                                                                                 (269)          $
     45,708


                                                                                                                   
              
                INSTRUCTURE, INC.


                                                                                                            
        
               RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                                               
        
                Three Months Ended September 30, 2017


                                                                                                                    
              
                (in thousands)


                                                                                                                      
              
                (unaudited)


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




     Operating expenses:



     Sales and marketing                   $
      21,397                                       (1,255)                                                                                                          $
     20,142



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


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




     Total operating expenses              $
      42,308                                       (3,895)                                                                                                          $
     38,413


                                                                                                                      
             
                INSTRUCTURE, INC.


                                                                                                              
         
              RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                                                  
        
               Nine Months Ended September 30, 2018


                                                                                                                       
             
                (in thousands)


                                                                                                                         
             
                (unaudited)


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




     Operating expenses:



     Sales and marketing                     $
      73,670                                        (4,404)                                                                                      430            (888)                 $
     68,808



     Research and development                    45,110                                        (5,953)                                                                                      616                                     39,773


      General and administrative                  26,306                                        (4,167)                                                                                      130                            1,144     23,413




     Total operating expenses               $
      145,086                                       (14,524)                                                                                    1,176            (888)           1,144 $
     131,994


                                                                                                                      
            
                INSTRUCTURE, INC.


                                                                                                             
          
             RECONCILIATION OF NON-GAAP OPERATING EXPENSES


                                                                                                                  
         
              Nine Months Ended September 30, 2017


                                                                                                                        
            
                (in thousands)


                                                                                                                         
            
                (unaudited)


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




     Operating expenses:



     Sales and marketing                     $
      58,596                                        (3,405)                                                                                    256                       $
      55,447



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


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




     Total operating expenses               $
      116,353                                       (10,757)                                                                                    534                      $
      106,130


                                                                 
         
                INSTRUCTURE, INC.


                                                             
     
          RECONCILIATION OF NON-GAAP NET LOSS GUIDANCE


                                                                  
         
                (in thousands)


                                                                    
         
                (unaudited)


                                         Three Months Ending                                                       Full Year Ending

                                            December 31,                                                             December 31,



                                  2018                                 2018                                                          2018           2018



                                   LOW                                HIGH                                                          LOW          HIGH



     Net loss                         $
              (12,490)                               $
              (11,490)                            $
     (48,370)    $
     (47,370)


      Stock-based compensation                        6,100                                               6,100                                  22,200          22,200


      Reversal of payroll tax
       expense on secondary stock
                purchase
                transactions                                                                                                                  (1,230)        (1,230)


      Amortization of acquisition
       related intangibles                              600                                                 600                                   2,500           2,500


      Change in fair value of
       warrant liability                                                                                                                        (120)          (120)


      Change in fair value of
       contingent liability                                                                                                                   (1,140)        (1,140)




     Non-GAAP net loss                 $
              (5,790)                                $
              (4,790)                            $
     (26,160)    $
     (25,160)


                                                                
              
                INSTRUCTURE, INC.


                                                            
     
       RECONCILIATION OF NON-GAAP NET LOSS PER COMMON SHARE GUIDANCE


                                                                   
              
                (unaudited)


                                        Three Months Ending                                                                Full Year Ending

                                           December 31,                                                                      December 31,



                                  2018                                      2018                                                             2018         2018



                                   LOW                                     HIGH                                                             LOW        HIGH


     Net loss per common share         $
              (0.35)                                      $
              (0.33)                                 $
     (1.41)    $
     (1.39)


     Stock-based compensation                        0.17                                                     0.17                                       0.65          0.65


     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


     Change in fair value of
      warrant liability                                                                                                                              (0.00)       (0.00)


     Change in fair value of
      contingent liability                                                                                                                           (0.03)       (0.03)



     Non-GAAP net loss per common
      share, basic and diluted         $
              (0.16)                                      $
              (0.14)                                 $
     (0.76)    $
     (0.74)



     Non-GAAP weighted average
      common shares used in
      computing basic and diluted
      net loss per common share
      (in thousands)                               35,200                                                   35,200                                     34,200        34,200

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SOURCE Instructure