UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2020
Instructure, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-37629 | 26-3505687 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6330 South 3000 East, Suite 700 Salt Lake City, UT | 84121 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 203-6755
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Common Stock, par value $0.0001 | INST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. | Results of Operations and Financial Condition. |
The following are the preliminary results of operations for Instructure, Inc. (the “Company”) as of and for the three and twelve months ended December 31, 2019.
Fourth Quarter and Full Year Financial Summary
(in thousands, except per share data)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
Revenue | $ | 69,195 | $ | 56,251 | $ | 258,473 | $ | 209,544 | ||||||||
Gross Margin | ||||||||||||||||
GAAP | 66.9 | % | 69.6 | % | 68.0 | % | 70.5 | % | ||||||||
Non-GAAP(1) | 70.0 | % | 71.3 | % | 71.2 | % | 72.2 | % | ||||||||
Operating Loss | ||||||||||||||||
GAAP | (23,403 | ) | (8,259 | ) | (85,993 | ) | (44,773 | ) | ||||||||
Non-GAAP(1) | (7,703 | ) | (1,012 | ) | (21,712 | ) | (21,898 | ) | ||||||||
Operating Margin | ||||||||||||||||
GAAP | -33.8 | % | -14.7 | % | -33.3 | % | -21.4 | % | ||||||||
Non-GAAP(1) | -11.1 | % | -1.8 | % | -8.4 | % | -10.5 | % | ||||||||
Net loss | ||||||||||||||||
GAAP | (23,005 | ) | (7,587 | ) | (80,819 | ) | (43,465 | ) | ||||||||
Non-GAAP(1) | (6,968 | ) | (340 | ) | (21,108 | ) | (20,712 | ) | ||||||||
EPS | ||||||||||||||||
GAAP | $ | (0.61 | ) | $ | (0.22 | ) | $ | (2.19 | ) | $ | (1.27 | ) | ||||
Non-GAAP(1) | $ | (0.18 | ) | $ | (0.01 | ) | $ | (0.57 | ) | $ | (0.60 | ) |
(1) | Non-GAAP financial measures exclude stock-based compensation, reversal of payroll tax expense on secondary stock purchase transactions, amortization of acquisition related intangibles, the change in fair value of mark-to-mark liabilities, the change in fair value of the contingent liability and the deferred income tax benefit. |
Total revenue for the three months ended December 31, 2019 was $69.2 million, compared with $56.3 million reported for the three months ended December 31, 2018. On a GAAP basis, the Company recorded net loss of $(23.0) million for the three months ended December 31, 2019, or $(0.61) per basic and diluted share, compared with net loss of $(7.6) million, or $(0.22) per basic and diluted share, for the three months ended on December 31, 2018. Non-GAAP net loss for the three months ended December 31, 2019 was $(7.0) million, or $(0.18) per basic and diluted share, compared with non-GAAP net loss of $(0.3) million, or $(0.01) per basic and diluted share, for the three months ended December 31, 2018.
Total revenue for the full year ended December 31, 2019 was $258.5 million, compared with $209.5 million reported for the full year ended December 31, 2018. The Company recorded GAAP net loss for the full year ended December 31, 2019 of $(80.8) million, or $(2.19) per basic and diluted share, compared with GAAP net loss of $(43.5) million, or $(1.27) per basic and diluted share, for the full year ended December 31, 2018. The Company recorded non-GAAP net loss for the full year ended December 31, 2019 of $(21.1) million, or $(0.57) per basic and diluted share, compared with $(20.7) million, or $(0.60) per basic and diluted share, for the full year ended December 31, 2018. During the three-months ended December 31, 2019, the Company incurred approximately $4.3 million of expenses related to the proposed acquisition by Thoma Bravo.
As of December 31, 2019, the Company had $116.8 million in cash, cash equivalents, and marketable securities, compared with $153.0 million at December 31, 2018. Free cash flow for the three months ended on December 31, 2019 was $(15.4) million, compared with $(22.4) million reported for the three months ended on December 31, 2018. Total free cash flow for the full year ended December 31, 2019 was $8.7 million, compared with $(10.9) million reported for the full year ended December 31, 2018.
Non-GAAP Financial Measures
The Company’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 tables included below. 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, 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. 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 payroll tax expense 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 - Deferred income tax benefit is a non-cash item created by the difference in the carrying amount and the tax basis of the assets and liabilities acquired. 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. |
INSTRUCTURE, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
December 31, 2019 | December 31, 2018 | |||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 101,236 | $ | 94,320 | ||||
Short-term marketable securities | 15,584 | 58,630 | ||||||
Accounts receivable—net of allowances of $871 and $1,092 at December 31, 2019 and December 31, 2018, respectively | 38,029 | 35,514 | ||||||
Prepaid expenses | 9,809 | 13,918 | ||||||
Deferred commissions | 10,256 | 8,226 | ||||||
Other current assets | 8,211 | 2,019 | ||||||
Total current assets | 183,125 | 212,627 | ||||||
Property and equipment, net | 28,076 | 27,388 | ||||||
Right-of-use assets | 36,514 | — | ||||||
Goodwill | 69,614 | 12,354 | ||||||
Intangible assets, net | 32,513 | 6,262 | ||||||
Noncurrent prepaid expenses | 4,558 | 3,516 | ||||||
Deferred commissions, net of current portion | 12,303 | 11,404 | ||||||
Other assets | 797 | 446 | ||||||
Total assets | $ | 367,500 | $ | 273,997 | ||||
Liabilities and stockholders’ equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 14,619 | $ | 3,581 | ||||
Accrued liabilities | 11,142 | 9,809 | ||||||
Deferred rent | — | 1,329 | ||||||
Lease liabilities | 6,554 | — | ||||||
Deferred revenue | 145,045 | 117,298 | ||||||
Total current liabilities | 177,360 | 132,017 | ||||||
Deferred revenue, net of current portion | 2,710 | 3,372 | ||||||
Lease liabilities, net of current portion | 41,793 | — | ||||||
Deferred rent, net of current portion | — | 10,150 | ||||||
Other long-term liabilities | 80 | 20 | ||||||
Total liabilities | 221,943 | 145,559 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 3 | 3 | ||||||
Additional paid-in capital | 493,795 | 395,865 | ||||||
Accumulated other comprehensive income (loss) | — | (8 | ) | |||||
Accumulated deficit | (348,241 | ) | (267,422 | ) | ||||
Total stockholders’ equity | 145,557 | 128,438 | ||||||
Total liabilities and stockholders’ equity | $ | 367,500 | $ | 273,997 | ||||
INSTRUCTURE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
(unaudited) | (unaudited) | (unaudited) | ||||||||||||||
Revenue: | ||||||||||||||||
Subscription and support | $ | 63,890 | $ | 50,962 | $ | 236,241 | $ | 188,501 | ||||||||
Professional services and other | 5,305 | 5,289 | 22,232 | 21,043 | ||||||||||||
Total net revenue | 69,195 | 56,251 | 258,473 | 209,544 | ||||||||||||
Cost of Revenue: | ||||||||||||||||
Subscription and support | 17,900 | 13,382 | 64,170 | 46,706 | ||||||||||||
Professional services and other | 5,032 | 3,740 | 18,656 | 15,137 | ||||||||||||
Total cost of revenue | 22,932 | 17,122 | 82,826 | 61,843 | ||||||||||||
Gross profit | 46,263 | 39,129 | 175,647 | 147,701 | ||||||||||||
Operating expenses: | ||||||||||||||||
Sales and marketing | 29,524 | 23,811 | 121,643 | 97,481 | ||||||||||||
Research and development | 21,838 | 14,281 | 83,526 | 59,391 | ||||||||||||
General and administrative | 18,304 | 9,296 | 56,471 | 35,602 | ||||||||||||
Total operating expenses | 69,666 | 47,388 | 261,640 | 192,474 | ||||||||||||
Loss from operations | (23,403 | ) | (8,259 | ) | (85,993 | ) | (44,773 | ) | ||||||||
Other income (expense): | ||||||||||||||||
Interest income | 563 | 885 | 1,795 | 2,413 | ||||||||||||
Interest expense | (5 | ) | (14 | ) | (16 | ) | (68 | ) | ||||||||
Other expense | 523 | (167 | ) | (225 | ) | (698 | ) | |||||||||
Total other income, net | 1,081 | 704 | 1,554 | 1,647 | ||||||||||||
Loss before income taxes | (22,322 | ) | (7,555 | ) | (84,439 | ) | (43,126 | ) | ||||||||
Income tax benefit (expense) | (683 | ) | (32 | ) | 3,620 | (339 | ) | |||||||||
Net loss | $ | (23,005 | ) | $ | (7,587 | ) | $ | (80,819 | ) | $ | (43,465 | ) | ||||
Net loss attributable to common stockholders | $ | (23,005 | ) | $ | (7,587 | ) | $ | (80,819 | ) | $ | (43,465 | ) | ||||
Net loss per common share, basic and diluted | $ | (0.61 | ) | $ | (0.22 | ) | $ | (2.19 | ) | $ | (1.27 | ) | ||||
Weighted average shares used to compute net loss per share, basic and diluted | 37,815 | 35,175 | 36,892 | 34,248 |
INSTRUCTURE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
(unaudited) | (unaudited) | (unaudited) | ||||||||||||||
Operating Activities: | ||||||||||||||||
Net loss | $ | (23,005 | ) | $ | (7,587 | ) | $ | (80,819 | ) | $ | (43,465 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||||
Depreciation of property and equipment | 2,867 | 2,311 | 10,642 | 8,749 | ||||||||||||
Amortization of intangible assets | 2,632 | 674 | 9,335 | 2,786 | ||||||||||||
Amortization of deferred financing costs | — | 4 | 9 | 19 | ||||||||||||
Change in fair value of mark-to-market liabilities | — | — | — | (1,266 | ) | |||||||||||
Stock-based compensation | 13,114 | 6,645 | 56,512 | 22,747 | ||||||||||||
Other | 332 | 320 | (656 | ) | (437 | ) | ||||||||||
Changes in assets and liabilities: | ||||||||||||||||
Accounts receivable, net | 3,494 | 11,368 | (2,217 | ) | (2,643 | ) | ||||||||||
Prepaid expenses and other assets | 169 | (2,385 | ) | (6,836 | ) | (2,553 | ) | |||||||||
Deferred commissions | 4,892 | (212 | ) | (2,679 | ) | (1,384 | ) | |||||||||
Right-of-use assets | 606 | — | 2,716 | — | ||||||||||||
Accounts payable and accrued liabilities | 4,184 | (13,046 | ) | 13,039 | (2,805 | ) | ||||||||||
Deferred revenue | (17,803 | ) | (18,003 | ) | 22,166 | 19,008 | ||||||||||
Lease liabilities | (662 | ) | — | (2,362 | ) | — | ||||||||||
Deferred rent | — | (261 | ) | — | 1,342 | |||||||||||
Other liabilities | (3,539 | ) | — | 11 | — | |||||||||||
Net cash provided by (used in) operating activities | (12,719 | ) | (20,172 | ) | 18,861 | 98 | ||||||||||
Investing Activities: | ||||||||||||||||
Purchases of property and equipment | (2,758 | ) | (2,244 | ) | (10,243 | ) | (11,132 | ) | ||||||||
Proceeds from sale of property and equipment | 32 | 10 | 103 | 88 | ||||||||||||
Purchases of marketable securities | (12,865 | ) | (21,690 | ) | (28,259 | ) | (113,860 | ) | ||||||||
Maturities of marketable securities | 2,300 | 23,750 | 63,000 | 61,600 | ||||||||||||
Sale of marketable securities | — | — | 8,786 | — | ||||||||||||
Business acquisitions, net of cash received | 330 | — | (54,963 | ) | — | |||||||||||
Net cash used in investing activities | (12,961 | ) | (174 | ) | (21,576 | ) | (63,304 | ) | ||||||||
Financing Activities: | ||||||||||||||||
Proceeds from common stock offerings, net of offering costs | — | — | — | 109,789 | ||||||||||||
Proceeds from issuance of common stock from employee equity plans | 5,860 | 3,707 | 12,868 | 12,467 | ||||||||||||
Shares repurchased for tax withholdings on vesting of restricted stock | (1,143 | ) | (72 | ) | (3,237 | ) | (405 | ) | ||||||||
Payments for financing costs | — | — | — | (18 | ) | |||||||||||
Net cash provided by financing activities | 4,717 | 3,635 | 9,631 | 121,833 | ||||||||||||
Net increase (decrease) in cash and cash equivalents | (20,963 | ) | (16,711 | ) | 6,916 | 58,627 | ||||||||||
Cash and cash equivalents, beginning of period | 122,199 | 111,031 | 94,320 | 35,693 | ||||||||||||
Cash and cash equivalents, end of period | $ | 101,236 | $ | 94,320 | $ | 101,236 | $ | 94,320 | ||||||||
INSTRUCTURE, INC.
RECONCILIATION OF NON-GAAP GROSS MARGIN
(in thousands, except percentages)
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
GAAP gross profit | $ | 46,263 | $ | 39,129 | $ | 175,647 | $ | 147,701 | ||||||||
Stock-based compensation | 870 | 632 | 3,880 | 2,210 | ||||||||||||
Amortization of acquisition related intangibles | 1,293 | 332 | 4,549 | 1,339 | ||||||||||||
Reversal of payroll tax expense on secondary stock purchase transactions | — | — | — | (49 | ) | |||||||||||
Non-GAAP gross margin | $ | 48,426 | $ | 40,093 | $ | 184,076 | $ | 151,201 | ||||||||
GAAP gross margin % | 66.9 | % | 69.6 | % | 68.0 | % | 70.5 | % | ||||||||
Non-GAAP gross margin % | 70.0 | % | 71.3 | % | 71.2 | % | 72.2 | % |
INSTRUCTURE, INC.
RECONCILIATION OF NON-GAAP OPERATING LOSS
(in thousands, except percentages)
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Loss from operations | $ | (23,403 | ) | $ | (8,259 | ) | $ | (85,993 | ) | $ | (44,773 | ) | ||||
Stock-based compensation | 13,114 | 6,645 | 56,512 | 22,747 | ||||||||||||
Reversal of payroll tax expense on secondary stock purchase transactions | — | — | (1,327 | ) | (1,225 | ) | ||||||||||
Amortization of acquisition related intangibles | 2,586 | 602 | 9,116 | 2,497 | ||||||||||||
Change in fair value of contingent liability | — | — | (20 | ) | (1,144 | ) | ||||||||||
Non-GAAP operating loss | $ | (7,703 | ) | $ | (1,012 | ) | $ | (21,712 | ) | $ | (21,898 | ) | ||||
GAAP operating margin | -33.8 | % | -14.7 | % | -33.3 | % | -21.4 | % | ||||||||
Non-GAAP operating margin | -11.1 | % | -1.8 | % | -8.4 | % | -10.5 | % |
INSTRUCTURE, INC.
RECONCILIATION OF NON-GAAP NET LOSS
(in thousands, except per share data)
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net loss | $ | (23,005 | ) | $ | (7,587 | ) | $ | (80,819 | ) | $ | (43,465 | ) | ||||
Stock-based compensation | 13,114 | 6,645 | 56,512 | 22,747 | ||||||||||||
Reversal of payroll tax expense on secondary stock purchase transactions | — | — | (1,327 | ) | (1,225 | ) | ||||||||||
Amortization of acquisition related intangibles | 2,586 | 602 | 9,116 | 2,497 | ||||||||||||
Change in fair value of mark-to-market liabilities | — | — | — | (122 | ) | |||||||||||
Change in fair value of contingent liability | — | — | (20 | ) | (1,144 | ) | ||||||||||
Deferred income tax benefit from business combination | 337 | — | (4,570 | ) | — | |||||||||||
Non-GAAP net loss | $ | (6,968 | ) | $ | (340 | ) | $ | (21,108 | ) | $ | (20,712 | ) | ||||
Non-GAAP net loss per common share, basic and diluted | $ | (0.18 | ) | $ | (0.01 | ) | $ | (0.57 | ) | $ | (0.60 | ) | ||||
Weighted average common shares used in computing basic and diluted net loss per common share | 37,815 | 35,175 | 36,892 | 34,248 |
INSTRUCTURE, INC.
RECONCILIATION OF FREE CASH FLOW
(in thousands)
(unaudited)
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Net cash provided by (used in) operating activities | $ | (12,719 | ) | $ | (20,172 | ) | $ | 18,861 | $ | 98 | ||||||
Purchases of property and equipment and intangible assets | (2,758 | ) | (2,244 | ) | (10,243 | ) | (11,132 | ) | ||||||||
Proceeds from sale of property and equipment | 32 | 10 | 103 | 88 | ||||||||||||
Free cash flow | $ | (15,445 | ) | $ | (22,406 | ) | $ | 8,721 | $ | (10,946 | ) | |||||
INSTRUCTURE, INC.
RECONCILIATION OF 12-MONTH BILLINGS
(in thousands)
(unaudited)
Trailing Twelve Months December 31 | ||||||||
2019 | 2018 | |||||||
Total net revenue | $ | 258,473 | $ | 209,544 | ||||
Total deferred revenue | ||||||||
Beginning balance | 120,669 | 101,662 | ||||||
Ending balance | 147,755 | 120,669 | ||||||
Net change in current deferred revenue | 27,086 | 19,007 | ||||||
Total 12-month billings | $ | 285,559 | $ | 228,551 | ||||
INSTRUCTURE, INC.
RECONCILIATION OF NON-GAAP OPERATING EXPENSES
Three Months Ended December 31, 2019
(in thousands)
(unaudited)
GAAP | Stock-based | Reversal of | Amortization | Change in | NON-GAAP | |||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Sales and marketing | $ | 29,524 | (3,326 | ) | — | (1,292 | ) | — | $ | 24,906 | ||||||||||||||
Research and development | 21,838 | (4,633 | ) | — | — | — | 17,205 | |||||||||||||||||
General and administrative | 18,304 | (4,285 | ) | — | — | — | 14,019 | |||||||||||||||||
Total operating expenses | $ | 69,666 | (12,244 | ) | — | (1,292 | ) | — | $ | 56,130 | ||||||||||||||
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 | |||||||||||||||||||
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
Year Ended December 31, 2019
(in thousands)
(unaudited)
GAAP | Stock-based | Reversal of | Amortization | Change in | NON-GAAP | |||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||
Sales and marketing | $ | 121,643 | (15,098 | ) | — | (4,567 | ) | — | $ | 101,978 | ||||||||||||||
Research and development | 83,526 | (19,550 | ) | — | — | — | 63,976 | |||||||||||||||||
General and administrative | 56,471 | (17,984 | ) | 1,327 | — | 20 | 39,834 | |||||||||||||||||
Total operating expenses | $ | 261,640 | (52,632 | ) | 1,327 | (4,567 | ) | 20 | $ | 205,788 | ||||||||||||||
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 | |||||||||||||||||||
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 | ||||||||||||||
Additional Disclosures Regarding the Information Contained in this Form 8-K
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 27, 2020 | Instructure, Inc. | |||||
By: | /s/ Matthew A. Kaminer | |||||
Matthew A. Kaminer | ||||||
Chief Legal Officer |