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8-K - 8-K - CASTLIGHT HEALTH, INC.q217form8-k.htm


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Castlight Health Announces Second Quarter 2017 Results

Total Revenue of $32.1 million, Up 36% Year-over-Year
Company Reiterates 2017 Guidance

SAN FRANCISCO - August 2, 2017 - Castlight Health, Inc. (NYSE:CSLT), a leading health benefits platform provider, today announced results for its second quarter ended June 30, 2017.

“In our first quarter after closing the Jiff acquisition, Castlight’s financial results reflect solid execution on our plans to reaccelerate growth and drive the business to breakeven cash flows,” said John Doyle, chief executive officer of Castlight Health. “Our customers are increasingly looking to Castlight to provide a health navigation platform that engages employees with the right benefit at the right time, whether they are accessing care, managing a condition, or focused on their own well-being.”

Financial Performance for the Three Months Ended June 30, 2017

Total revenue for the second quarter of 2017 was $32.1 million, an increase of 36% from the second quarter of 2016. Subscription revenue was $29.8 million, an increase of 36% on a year-over-year basis.

Gross margin for the second quarter of 2017 was 61.1%, compared to a gross margin of 62.1% in the second quarter of 2016. Non-GAAP gross margin for the second quarter of 2017 was 67.0% compared to a non-GAAP gross margin of 66.3% in the second quarter of 2016.






Operating loss for the second quarter of 2017 was $18.9 million, compared to an operating loss of $16.8 million in the second quarter of 2016. Non-GAAP operating loss for the second quarter of 2017 was $9.8 million, compared to a non-GAAP operating loss of $10.6 million in the second quarter of 2016.

Net loss per basic and diluted share was $0.11 in the second quarter of 2017, compared to a net loss per basic and diluted share of $0.17 in the second quarter of 2016. Non-GAAP net loss per basic and diluted share for the second quarter of 2017 was $0.07, compared to a net loss per basic and diluted share of $0.11 in the second quarter of 2016. For both GAAP and non-GAAP purposes, the weighted average basic and diluted share count for the second quarter of 2017 was 130.5 million compared to 99.7 million in the second quarter of 2016.

Total cash, cash equivalents and marketable securities were $96.0 million at the end of the second quarter of 2017. Cash used in operations for the second quarter of 2017 was $4.1 million, compared to $11.9 million used in operations in the second quarter of 2016.

A reconciliation of GAAP to non-GAAP results has been provided in this press release in the accompanying tables. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”

Business Outlook
For the full year 2017, the Company expects GAAP revenue in the range of $132 million to $136 million. Castlight expects full year 2017 non-GAAP operating loss in the range of $31 to $35 million and non-GAAP net loss per share of approximately $0.24 to $0.28 based on approximately 125 to 127 million shares. For the full year 2017, non-GAAP guidance excludes the effects of stock-based





compensation, amortization of intangibles, capitalization and amortization of internal-use software and charges related to the acquisition.

Quarterly Conference Call
Castlight Health will host a conference call to discuss its second quarter 2017 results and business outlook today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live audio webcast of the conference call, together with detailed financial information, can be accessed through the company’s Investor Relations website at http://ir.castlighthealth.com. In addition, an archive of the webcast can be accessed through the same link. The conference call can also be accessed by dialing (877) 201-0168. The conference ID number is 48143236. A replay will be available for one week at (800) 585-8367, passcode 48143236.

About Castlight Health
Our mission is to empower people to make the best choices for their health and to help companies make the most of their health benefits. We offer a health benefits platform that engages employees to make better healthcare decisions and can guide them to the right program, care, and provider. The platform also enables benefit leaders to communicate and measure their programs while driving employee engagement with targeted, relevant communications. Castlight has partnered with enterprise customers, spanning millions of lives, to improve healthcare outcomes, lower costs, and increase benefits satisfaction. 

For more information visit www.castlighthealth.com. Follow us on Twitter and LinkedIn and Like us on Facebook.







Non-GAAP Financial Measures
To supplement Castlight Health’s financial statements presented in accordance with generally accepted accounting principles (GAAP), we also use and provide investors and others with non-GAAP measures of certain components of financial performance, including non-GAAP gross profit and margin, non-GAAP operating expense, non-GAAP operating loss, non-GAAP net loss, and non-GAAP net loss per share. Non-GAAP gross profit and margin, non-GAAP operating expense, non-GAAP operating loss and non-GAAP net loss exclude stock-based compensation, litigation settlement, charges related to a reduction in workforce, amortization of intangibles, capitalization and amortization of internal-use software and charges related to the acquisition and the associated tax impact of these items, where applicable.

We believe that these non-GAAP financial measures provide useful supplemental information to investors and others, facilitate the analysis of the company’s core operating results and comparison of operating results across reporting periods, and can help enhance overall understanding of the company’s historical financial performance.

We have provided a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, except that we have not reconciled our non-GAAP operating loss and net loss per share guidance for the full year 2017 to comparable GAAP operating loss and net loss per share guidance because we do not provide guidance for stock-based compensation expense, capitalization and amortization of internal-use software and charges related to the acquisition, which are reconciling items between GAAP and non-GAAP operating loss. The factors that may impact our future stock-based compensation expense and capitalization and amortization of internal-use software are out of our control and/or cannot be reasonably predicted, and therefore we are unable to provide such guidance without





unreasonable effort. Factors include our market capitalization and related volatility of our stock price and our inability to project the cost or scope of internally produced software and charges related to the proposed acquisition for the year.

These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP.

Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Castlight Health encourages investors and others to review the company’s financial information in its entirety and not rely on a single financial measure.

Safe Harbor For Forward-Looking Statements
This press release contains forward-looking statements about Castlight Health’s expectations, plans, intentions, and strategies, including, but not limited to, statements regarding Castlight Health’s 2017 full year projections, our expectations for future performance of our business, market growth and business conditions, future innovation by the company and future developments with respect to the digital healthcare industry. Statements including words such as “anticipate,” “believe,” “estimate,” “will,” “continue,” “expect,” or “future,” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties include those described in Castlight Health’s documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to Castlight Health





as of the date hereof. Castlight Health assumes no obligation to update these forward-looking statements.

Copyright 2017 Castlight Health, Inc. Castlight Health® is the registered trademark of Castlight Health, Inc. Other company and product names may be trademarks of the respective companies with which they are associated.








CASTLIGHT HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

 
 
As of
 
June 30, 2017
 
December 31, 2016
 
 (unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
62,201

 
$
48,722

Marketable securities
33,821

 
65,882

Accounts receivable, net
21,356

 
14,806

Deferred commissions
8,190

 
8,218

Prepaid expenses and other current assets
6,250

 
3,382

Total current assets
131,818

 
141,010

Property and equipment, net
5,184

 
5,285

Restricted cash, non-current
1,507

 
1,144

Goodwill
91,398

 

Intangible assets, net
22,684

 

Deferred commissions, non-current
3,304

 
5,050

Other assets
7,266

 
4,677

Total assets
$
263,161

 
$
157,166

Liabilities and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
2,743

 
$
2,288

Accrued expenses and other current liabilities
9,011

 
6,369

Accrued compensation
10,411

 
9,443

Deferred revenue
36,924

 
30,623

Total current liabilities
59,089

 
48,723

Deferred revenue, non-current
8,003

 
5,245

Debt, non-current
5,578

 

Other liabilities, non-current
1,677

 
1,236

Total liabilities
74,347

 
55,204

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Class A and Class B common stock
13

 
10

Additional paid-in capital
573,339

 
457,596

Accumulated other comprehensive loss
(15
)
 

Accumulated deficit
(384,523
)
 
(355,644
)
Total stockholders’ equity
188,814

 
101,962

Total liabilities and stockholders’ equity
$
263,161

 
$
157,166







CASTLIGHT HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Revenue:
 
 
 
 
 
 
 
Subscription
$
29,834

 
$
21,955

 
$
55,600

 
$
42,992

Professional services and other
2,265

 
1,630

 
4,243

 
3,310

Total revenue, net
32,099

 
23,585

 
59,843

 
46,302

Cost of revenue:
 
 
 
 
 
 
 
Cost of subscription (1)
7,706

 
4,094

 
11,952

 
8,230

Cost of professional services and other (1)
4,793

 
4,850

 
8,781

 
9,963

Total cost of revenue
12,499

 
8,944

 
20,733

 
18,193

Gross profit
19,600

 
14,641

 
39,110

 
28,109

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing (1)
16,575

 
15,452

 
31,018

 
31,734

Research and development (1)
15,194

 
9,961

 
26,265

 
20,046

General and administrative (1)
6,766

 
6,019

 
15,764

 
14,564

Total operating expenses
38,535

 
31,432

 
73,047

 
66,344

Operating loss
(18,935
)
 
(16,791
)
 
(33,937
)
 
(38,235
)
Other income, net
12

 
99

 
205

 
188

Income before income taxes
$
(18,923
)
 
(16,692
)
 
$
(33,732
)
 
(38,047
)
Income tax benefit
5,206

 

 
5,206

 

Net loss
$
(13,717
)
 
$
(16,692
)
 
$
(28,526
)
 
$
(38,047
)
Net loss per Class A and B share, basic and diluted
$
(0.11
)
 
$
(0.17
)
 
$
(0.24
)
 
$
(0.39
)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
130,537

 
99,728

 
117,807

 
98,009

_______________________
(1)
Includes stock-based compensation expense as follows:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
Cost of revenue:
 
 
 
 
 
 
 
Cost of subscription
$
253

 
$
120

 
$
380

 
$
228

Cost of professional services
597

 
535

 
1,058

 
1,012

Sales and marketing
2,441

 
2,219

 
4,595

 
4,454

Research and development
2,254

 
1,264

 
4,044

 
2,669

General and administrative
1,169

 
971

 
2,464

 
2,240






CASTLIGHT HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Operating activities:
 
 
 
 
 
 
 
Net loss
$
(13,717
)
 
$
(16,692
)
 
$
(28,526
)
 
$
(38,047
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
2,060

 
802

 
2,758

 
1,585

Stock-based compensation
6,714

 
5,109

 
12,541

 
10,603

Amortization of deferred commissions
3,083

 
953

 
5,172

 
2,115

Release of deferred tax valuation allowance due to business combination
(5,206
)
 

 
(5,206
)
 

Change in fair value of contingent consideration liability
(643
)
 

 
(643
)
 

Accretion and amortization of marketable securities
20

 
129

 
84

 
305

Changes in operating assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(1,426
)
 
1,542

 
(3,117
)
 
260

Deferred commissions
(2,982
)
 
(2,635
)
 
(3,398
)
 
(2,924
)
Prepaid expenses and other assets
323

 
(849
)
 
(860
)
 
(813
)
Accounts payable
(685
)
 
(715
)
 
(508
)
 
(110
)
Accrued expenses and other liabilities
4,230

 
3,269

 
(525
)
 
(463
)
Deferred revenue
4,115

 
(2,827
)
 
7,202

 
1,585

Net cash used in operating activities
(4,114
)
 
(11,914
)
 
(15,026
)
 
(25,904
)
Investing activities:
 
 
 
 
 
 
 
Restricted cash
(362
)
 

 
(362
)
 

Purchase of property and equipment
(766
)
 
(776
)
 
(931
)
 
(1,242
)
Purchase of marketable securities
(15,767
)
 
(31,706
)
 
(31,775
)
 
(61,192
)
Maturities of marketable securities
28,938

 
31,950

 
63,737

 
90,587

Business combination, net of cash acquired
(2,264
)
 

 
(2,264
)
 

Net cash provided by (used in) investing activities
9,779

 
(532
)
 
28,405

 
28,153

Financing activities:
 
 
 
 
 
 
 
Proceeds from the exercise of stock options
457

 
674

 
831

 
1,940

Proceeds from issuance of common stock and warrants

 
17,358

 

 
17,358

Payments of issuance costs related to equity
(119
)
 
(46
)
 
(731
)
 
(46
)
Net cash provided by financing activities
338

 
17,986

 
100

 
19,252

 
 
 
 
 
 
 
 
Net increase in cash and cash equivalents
6,003

 
5,540

 
13,479

 
21,501

Cash and cash equivalents at beginning of period
56,198

 
35,111

 
48,722

 
19,150

Cash and cash equivalents at end of period
$
62,201

 
$
40,651

 
$
62,201

 
$
40,651

 
 
 
 
 
 
 
 
Non-cash investing and financing activity:
 
 
 
 
 
 
 
Non-cash purchase consideration related to acquisition of Jiff
$
101,692

 
$

 
$
101,692

 
$

SAP warrant
$
1,729

 
$

 
$
1,729

 
$










CASTLIGHT HEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(unaudited)


 
Three Months Ended
 
Six Months Ended
 
June 30,
 
March 31,
 
June 30,
 
June 30,
 
June 30,
 
2017
 
2017
 
2016
 
2017
 
2016
Gross profit:
 
 
 
 
 
 
 
 
 
GAAP gross profit subscription
$
22,128

 
$
21,520

 
$
17,861

 
$
43,648

 
$
34,762

Stock-based compensation
253

 
127

 
120

 
380

 
228

Amortization of internal-use software
244

 
244

 
244

 
488

 
488

Amortization of intangibles
751

 

 

 
751

 

Reduction in workforce

 

 
5

 

 
5

Acquisition related costs
52

 

 

 
52

 

Non-GAAP gross profit subscription
$
23,428

 
$
21,891

 
$
18,230

 
$
45,319

 
$
35,483

GAAP gross margin subscription
74.2
 %
 
83.5
 %
 
81.4
 %
 
78.5
 %
 
80.9
 %
Non-GAAP gross margin subscription
78.5
 %
 
85.0
 %
 
83.0
 %
 
81.5
 %
 
82.5
 %
 
 
 
 
 
 
 
 
 
 
GAAP gross loss professional services
$
(2,528
)
 
$
(2,009
)
 
$
(3,220
)
 
$
(4,538
)
 
$
(6,653
)
Stock-based compensation
597

 
461

 
535

 
1,058

 
1,012

Reduction in workforce

 

 
99

 

 
99

Acquisition related costs
17

 
147

 

 
164

 

Non-GAAP gross loss professional services
$
(1,914
)
 
$
(1,401
)
 
$
(2,586
)
 
$
(3,316
)
 
$
(5,542
)
GAAP gross margin professional services
(112
)%
 
(102
)%
 
(198
)%
 
(107
)%
 
(201
)%
Non-GAAP gross margin professional services
(85
)%
 
(71
)%
 
(159
)%
 
(78.2
)%
 
(167
)%
 
 
 
 
 
 
 
 
 
 
GAAP gross profit
$
19,600

 
$
19,511

 
$
14,641

 
$
39,111

 
$
28,109

Impact of non-GAAP adjustments
1,914

 
979

 
1,003

 
2,893

 
1,832

Non-GAAP gross profit
$
21,514

 
$
20,490

 
$
15,644

 
$
42,004

 
$
29,941

GAAP gross margin
61.1
 %
 
70.3
 %
 
62.1
 %
 
65.4
 %
 
60.7
 %
Non-GAAP gross margin
67.0
 %
 
73.9
 %
 
66.3
 %
 
70.2
 %
 
64.7
 %
Operating expense:
 
 
 
 
 
 
 
 
 
GAAP sales and marketing
$
16,575

 
$
14,443

 
$
15,452

 
$
31,018

 
$
31,734

Stock-based compensation
(2,441
)
 
(2,154
)
 
(2,219
)
 
(4,595
)
 
(4,454
)
Amortization of intangibles
(448
)
 

 

 
(448
)
 

Reduction in workforce

 

 
(374
)
 
 
 
(374
)
Acquisition related costs
(518
)
 
(405
)
 

 
(923
)
 

Non-GAAP sales and marketing
$
13,168

 
$
11,884

 
$
12,859

 
$
25,052

 
$
26,906

GAAP research and development
$
15,194

 
$
11,071

 
$
9,961

 
$
26,265

 
$
20,046

Stock-based compensation
(2,254
)
 
(1,790
)
 
(1,264
)
 
(4,044
)
 
(2,669
)
Capitalization of internal-use software

 

 

 

 
1,636

Reduction in workforce

 

 
(118
)
 

 
(118
)
Acquisition related costs
(126
)
 
(267
)
 

 
(393
)
 

Non-GAAP research and development
$
12,814

 
$
9,014

 
$
8,579

 
$
21,828

 
$
18,895

GAAP general and administrative
$
6,766

 
$
8,998

 
$
6,019

 
$
15,764

 
$
14,564

Stock-based compensation
(1,169
)
 
(1,295
)
 
(971
)
 
(2,464
)
 
(2,240
)
Litigation settlement

 
(250
)
 
(141
)
 
(250
)
 
(2,876
)
Amortization of intangibles
(17
)
 

 

 
(17
)
 

Change in fair value of contingent consideration liability
643

 

 

 
643

 

Reduction in workforce

 

 
(80
)
 

 
(80
)
Acquisition related costs
(899
)
 
(2,340
)
 

 
(3,239
)
 

Non-GAAP general and administrative
$
5,324

 
$
5,113

 
$
4,827

 
$
10,437

 
$
9,368

GAAP operating expense
$
38,535

 
$
34,512

 
$
31,432

 
$
73,047

 
$
66,344

Impact of non-GAAP adjustments
(7,229
)
 
(8,501
)
 
(5,167
)
 
(15,730
)
 
(12,811
)
Non-GAAP operating expense
$
31,306

 
$
26,011

 
$
26,265

 
$
57,317

 
$
53,533

Operating loss:
 
 
 
 
 
 
 
 
 
GAAP operating loss
$
(18,935
)
 
$
(15,001
)
 
$
(16,791
)
 
$
(33,937
)
 
$
(38,235
)
Impact of non-GAAP adjustments
9,143

 
9,480

 
6,170

 
18,623

 
14,643




CASTLIGHT HEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(unaudited)


Non-GAAP operating loss
$
(9,792
)
 
$
(5,521
)
 
$
(10,621
)
 
$
(15,314
)
 
$
(23,592
)
Net loss and net loss per share:
 
 
 
 
 
 
 
 
 
GAAP net loss
$
(13,717
)
 
$
(14,809
)
 
$
(16,692
)
 
$
(28,526
)
 
$
(38,047
)
Total pre-tax impact of non-GAAP adjustments
9,143

 
9,480

 
6,170

 
18,623

 
14,643

Release of deferred tax valuation allowance due to business combination
(5,206
)
 

 

 
(5,206
)
 

Income tax impact of non-GAAP adjustments

 

 

 

 

Non-GAAP net loss
$
(9,780
)

$
(5,329
)
 
$
(10,522
)
 
$
(15,109
)
 
$
(23,404
)
GAAP net loss per share, basic and diluted
$
(0.11
)
 
$
(0.14
)
 
$
(0.17
)
 
$
(0.24
)
 
$
(0.39
)
Non-GAAP net loss per share, basic and diluted
$
(0.07
)
 
$
(0.05
)
 
$
(0.11
)
 
$
(0.13
)
 
$
(0.24
)
Shares used in basic and diluted net loss per share computation
130,537

 
104,935

 
99,728

 
117,807

 
98,009











Castlight Media Contact:
Courtney Lamie
press@castlighthealth.com
276-492-4248

Castlight Investor Contact:
Gary J. Fuges, CFA
ir@castlighthealth.com
415-829-1680