United states securities and exchange commission

6. Geographic Data

We have one operating segment, which is our cloud-based learning management systems. Revenue by geographic region, based on the physical location of the customer, is (in thousands):

 

		Year Ended December 31,
		2016				2015				2014
United States		$	100,668			$	68,704			$	42,366
Foreign			10,212				4,489				1,986
Total revenue		$	110,880			$	73,193			$	44,352
Percentage of revenue generated outside of the United States			9	%			6	%			4	%

 

 

7. Stockholders’ Equity

Common Stock

We had 200,000,000 shares of $0.0001 par value common stock authorized as of December 31, 2016 and 2015. There were 28,553,808 and 28,368,382 common shares issued at December 31, 2016 and 2015, respectively. There were 0 and 1,128,472 shares of common stock held in treasury at December 31, 2016 and 2015. Each share of common stock has the right to one vote on all matters submitted to a vote of stockholders. The holders of common stock are also entitled to receive dividends whenever funds are legally available and if declared by the board of directors, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. No dividends have been declared or paid on the common stock through December 31, 2016.

F-19


INSTRUCTURE, INC.

Notes to Consolidated Financial Statements

 

Common Stock Warrants

In November 2012, we issued a warrant to purchase 70,000 shares of common stock in connection with the credit facility. The warrant was fully exercisable with a ten-year term and an exercise price of $0.99 per share. This warrant is classified as stockholders’ equity on the consolidated balance sheets.

In April 2014, we issued the lender a second warrant to purchase up to 33,332 shares of common stock in connection with an amendment of our credit facility at an exercise price of $4.47 per share, of which 16,666 were exercisable without contingency. The fair value of the warrant on the date of grant was $58,000 and was recorded as deferred financing costs and recognized as interest expense over the term of the credit facility. This common stock warrant is classified as a liability and recorded as a warrant liability on the consolidated balance sheets with changes in fair value being recorded each reporting period through the changes in fair value of warrant liability account on the statements of operations.

On February 2, 2016, warrants for 86,666 shares were exercised.  At the lender’s request, we withheld 8,260 shares to cover the warrant exercise costs and issued 78,406 shares.  In connection with the exercise of the warrant, the warrant liability was marked to market as of the settlement date and a portion of the warrant liability equal to $244,000 was reversed and recorded as additional paid-in capital.   The remaining warrant to purchase 16,666  shares (the “contingent common stock warrant”) may become exercisable if our aggregate outstanding balance of the credit facility exceeds $7,500,000. We anticipate the probability this contingent event at 10%, an assumption used to determine the estimated fair value of the warrant. The warrant expires upon the earliest of (1) November 12, 2018 and (2) if we are acquired or substantially all of our assets are acquired or lease d or otherwise disposed, then immediately prior to and contingent upon that acquisition. In the event of an acquisition, the common stock warrant will be automatically net-share settled if such exercise would provide value to the holder. The remaining contingent common stock warrant had an estimated common stock warrant liability balance of $25,000 at December 31, 2016.

The following table summarizes information about common stock warrants outstanding as of December 31, 2016 and 2015 (in thousands, except per share amounts):

 

				Number   of Shares Underlying Common Stock Warrants as of
				December 31,
Warrants to Purchase		Years of Expiration		2016				2015				Exercise Price
Common stock		2022			—				70			$	0.99
Common stock		2018			17				33				4.47