United states securities and exchange commission

INSTRUCTURE, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Comprehensive Loss		F-4
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

 

 

 

57

 

REPORT OF INDEPENDENT REGIS TERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Instructure, Inc.

We have audited the accompanying consolidated balance sheets of Instructure, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Instructure, Inc. and subsidiaries at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles .

/s/ Ernst & Young LLP

Salt Lake City, Utah

February 10, 2017

 

 

F-1

 

INSTRUCTURE, INC.

Consolidated Balance Sheets

(in thousands, except per share data)

 

		December 31,
		2016				2015
Assets
Current assets:
Cash and cash equivalents		$	44,539			$	90,471
Short term marketable securities			23,895				325
Accounts receivable—net of allowance of $241 and $225 at December 31, 2016 and 2015, respectively			18,072				9,523
Prepaid expenses			5,434				5,010
Other current assets			936				614
Total current assets			92,876				105,943
Property and equipment, net			14,733				11,732
Goodwill			989				989
Intangible assets, net			760				444
Noncurrent prepaid expenses			984				749
Other assets			994				1,203
Total assets		$	111,336			$	121,060
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	5,374			$	3,912
Accrued liabilities			10,905				8,852
Deferred rent			773				541
Deferred revenue			72,747				49,384
Total current liabilities			89,799				62,689
Deferred revenue, net of current portion			3,144				2,941
Deferred rent, net of current portion			8,372				9,078
Warrant liability			25				331
Other long-term liabilities			32				402
Total liabilities			101,372				75,441
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value of $0.0001 per share; 10,000 shares authorized as of December 31, 2016    and 2015; no shares issued and outstanding as of December 31, 2016 and 2015			—				—
Common stock, par value of $0.0001 per share; 200,000 shares authorized as of December 31, 2016    and 2015; 28,554 shares issued and outstanding as of December 31, 2016; 28,368 shares issued and    27,240 shares outstanding at December 31, 2015			3				4
Treasury stock, 0 and 1,128 common shares, at cost, as of December 31, 2016 and 2015, respectively			—				(1	)
Additional paid-in capital			206,442				188,517
Accumulated other comprehensive income			(12	)			—
Accumulated deficit			(196,469	)			(142,901	)
Total stockholders’ equity			9,964				45,619