cslt-20210930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______ to ______

Commission File Number: 001-36330

CASTLIGHT HEALTH, INC.

(Exact name of registrant as specified in its charter)


Delaware						26-1989091
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

150 Spear Street, Suite 400

San Francisco, CA 94105

(Address of principal executive offices)

(415) 829-1400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share	CSLT	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Not applicable

Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of October 31, 2021, there were 28,397,210 shares of the Registrant’s Class A common stock outstanding and 133,733,905 shares of the Registrant’s Class B common stock outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
	PART I. Financial Information
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	4
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2021 and 2020	5
	Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020	6
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
	PART II. Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 6.	Exhibits	50
	Signature	52

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CASTLIGHT HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(unaudited)


	As of
	September 30, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	65,768	$	49,242

Accounts receivable and other, net	23,284		31,740
Prepaid expenses and other current assets	7,053		3,800
Total current assets	96,105		84,782
Property and equipment, net	4,331		5,321
Restricted cash, non-current	—		1,144
Deferred commissions	7,092		9,556
Deferred professional service costs	3,624		4,462
Intangible assets, net	4,756		7,930
Goodwill	41,485		41,485
Operating lease right-of-use assets, net	6,860		10,238
Other assets	106		1,855
Total assets	$	164,359	$	166,773
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	4,543	$	5,145
Accrued expenses and other current liabilities	3,997		7,898
Accrued compensation	9,398		8,633
Deferred revenue	9,703		6,848
Operating lease liabilities	5,004		5,789
Total current liabilities	32,645		34,313
Deferred revenue, non-current	188		663

Operating lease liabilities, non-current	3,950		7,446
Other liabilities, non-current	485		485
Total liabilities	37,268		42,907
Commitments and contingencies
Stockholders’ equity:
Class A common stock, $0.0001 par value; 200,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 28,397,210 shares and 34,998,171 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	3		4
Class B common stock, $0.0001 par value; 800,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 133,707,468 shares and 120,768,900 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	13		12
Additional paid-in capital	651,717		641,075

Accumulated deficit	(524,642)		(517,225)
Total stockholders’ equity	127,091		123,866
Total liabilities and stockholders’ equity	$	164,359	$	166,773

See Notes to Condensed Consolidated Financial Statements.

SEC Form 10-Q filed by Castlight Health, inc.