Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
26-1989091
(I.R.S. Employer
Identification Number)
|
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
|
Large accelerated filer [ ]
|
Accelerated filer [X]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Emerging growth company [X]
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
50,052
|
|
|
$
|
66,005
|
|
Marketable securities
|
13,874
|
|
|
11,327
|
|
||
Accounts receivable and other, net
|
32,611
|
|
|
26,816
|
|
||
Prepaid expenses and other current assets
|
5,450
|
|
|
3,680
|
|
||
Total current assets
|
101,987
|
|
|
107,828
|
|
||
Property and equipment, net
|
3,556
|
|
|
3,963
|
|
||
Restricted cash, non-current
|
1,325
|
|
|
1,325
|
|
||
Deferred commissions
|
17,956
|
|
|
20,142
|
|
||
Deferred professional service costs
|
9,093
|
|
|
10,133
|
|
||
Intangible assets, net
|
14,457
|
|
|
16,209
|
|
||
Goodwill
|
91,785
|
|
|
91,785
|
|
||
Operating lease right-of-use assets, net
|
14,691
|
|
|
—
|
|
||
Other assets
|
2,223
|
|
|
2,129
|
|
||
Total assets
|
$
|
257,073
|
|
|
$
|
253,514
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,355
|
|
|
$
|
9,556
|
|
Accrued expenses and other current liabilities
|
11,170
|
|
|
15,454
|
|
||
Accrued compensation
|
5,169
|
|
|
5,975
|
|
||
Deferred revenue
|
20,698
|
|
|
20,193
|
|
||
Operating lease liabilities
|
5,911
|
|
|
—
|
|
||
Total current liabilities
|
54,303
|
|
|
51,178
|
|
||
Deferred revenue, non-current
|
837
|
|
|
1,030
|
|
||
Debt, non-current
|
2,324
|
|
|
3,254
|
|
||
Operating lease liabilities, non-current
|
12,032
|
|
|
—
|
|
||
Other liabilities, non-current
|
1,067
|
|
|
3,381
|
|
||
Total liabilities
|
70,563
|
|
|
58,843
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Class A and Class B common stock
|
14
|
|
|
14
|
|
||
Additional paid-in capital
|
620,449
|
|
|
609,697
|
|
||
Accumulated other comprehensive income
|
7
|
|
|
—
|
|
||
Accumulated deficit
|
(433,960
|
)
|
|
(415,040
|
)
|
||
Total stockholders’ equity
|
186,510
|
|
|
194,671
|
|
||
Total liabilities and stockholders’ equity
|
$
|
257,073
|
|
|
$
|
253,514
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscription
|
$
|
33,964
|
|
|
$
|
34,802
|
|
|
$
|
67,770
|
|
|
$
|
67,791
|
|
Professional services and other
|
1,946
|
|
|
2,982
|
|
|
3,630
|
|
|
6,472
|
|
||||
Total revenue, net
|
35,910
|
|
|
37,784
|
|
|
71,400
|
|
|
74,263
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of subscription
(1)
|
8,234
|
|
|
9,140
|
|
|
16,400
|
|
|
18,314
|
|
||||
Cost of professional services and other
(1)
|
5,929
|
|
|
6,590
|
|
|
11,873
|
|
|
12,359
|
|
||||
Total cost of revenue
|
14,163
|
|
|
15,730
|
|
|
28,273
|
|
|
30,673
|
|
||||
Gross profit
|
21,747
|
|
|
22,054
|
|
|
43,127
|
|
|
43,590
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
(1)
|
8,889
|
|
|
13,306
|
|
|
18,104
|
|
|
27,218
|
|
||||
Research and development
(1)
|
14,487
|
|
|
16,425
|
|
|
30,212
|
|
|
31,796
|
|
||||
General and administrative
(1)
|
7,010
|
|
|
6,382
|
|
|
14,303
|
|
|
13,207
|
|
||||
Total operating expenses
|
30,386
|
|
|
36,113
|
|
|
62,619
|
|
|
72,221
|
|
||||
Operating loss
|
(8,639
|
)
|
|
(14,059
|
)
|
|
(19,492
|
)
|
|
(28,631
|
)
|
||||
Other income, net
|
258
|
|
|
101
|
|
|
572
|
|
|
229
|
|
||||
Net loss
|
$
|
(8,381
|
)
|
|
$
|
(13,958
|
)
|
|
$
|
(18,920
|
)
|
|
$
|
(28,402
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.06
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.21
|
)
|
Weighted-average shares used to compute basic and diluted net loss per share
|
144,572
|
|
|
136,682
|
|
|
143,790
|
|
|
135,843
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of subscription
|
$
|
196
|
|
|
$
|
231
|
|
|
$
|
415
|
|
|
$
|
473
|
|
Cost of professional services and other
|
236
|
|
|
315
|
|
|
501
|
|
|
616
|
|
||||
Sales and marketing
|
662
|
|
|
1,318
|
|
|
1,289
|
|
|
2,456
|
|
||||
Research and development
|
1,733
|
|
|
1,908
|
|
|
3,437
|
|
|
3,562
|
|
||||
General and administrative
|
2,030
|
|
|
1,375
|
|
|
3,192
|
|
|
2,632
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
(8,381
|
)
|
|
$
|
(13,958
|
)
|
|
(18,920
|
)
|
|
$
|
(28,402
|
)
|
||
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gain on available-for-sale marketable securities
|
7
|
|
|
11
|
|
|
7
|
|
|
13
|
|
||||
Other comprehensive income
|
7
|
|
|
11
|
|
|
7
|
|
|
13
|
|
||||
Comprehensive loss
|
$
|
(8,374
|
)
|
|
$
|
(13,947
|
)
|
|
$
|
(18,913
|
)
|
|
$
|
(28,389
|
)
|
|
Class A and B Common Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balances as of March 31, 2019
|
143,955,787
|
|
|
$
|
14
|
|
|
$
|
615,394
|
|
|
$
|
—
|
|
|
$
|
(425,579
|
)
|
|
$
|
189,829
|
|
Vesting of restricted stock units
|
1,123,186
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options, net
|
119,914
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,890
|
|
|
—
|
|
|
—
|
|
|
4,890
|
|
|||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(8,381
|
)
|
|
(8,374
|
)
|
|||||
Balances as of June 30, 2019
|
145,198,887
|
|
|
$
|
14
|
|
|
$
|
620,449
|
|
|
$
|
7
|
|
|
$
|
(433,960
|
)
|
|
$
|
186,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances as of March 31, 2018
|
135,595,828
|
|
|
$
|
13
|
|
|
$
|
592,023
|
|
|
$
|
(20
|
)
|
|
$
|
(389,778
|
)
|
|
$
|
202,238
|
|
Vesting of restricted stock units
|
915,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options, net
|
1,218,067
|
|
|
1
|
|
|
1,752
|
|
|
—
|
|
|
—
|
|
|
1,753
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,188
|
|
|
—
|
|
|
—
|
|
|
5,188
|
|
|||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(13,958
|
)
|
|
(13,947
|
)
|
|||||
Balances as of June 30, 2018
|
137,729,010
|
|
|
$
|
14
|
|
|
$
|
598,963
|
|
|
$
|
(9
|
)
|
|
$
|
(403,736
|
)
|
|
$
|
195,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances as of December 31, 2018
|
141,927,205
|
|
|
$
|
14
|
|
|
$
|
609,697
|
|
|
$
|
—
|
|
|
$
|
(415,040
|
)
|
|
$
|
194,671
|
|
Vesting of restricted stock units
|
2,090,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options, net
|
1,180,784
|
|
|
—
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
|
1,845
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8,907
|
|
|
—
|
|
|
—
|
|
|
8,907
|
|
|||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(18,920
|
)
|
|
(18,913
|
)
|
|||||
Balances as of June 30, 2019
|
145,198,887
|
|
|
$
|
14
|
|
|
$
|
620,449
|
|
|
$
|
7
|
|
|
$
|
(433,960
|
)
|
|
$
|
186,510
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances as of December 31, 2017
|
134,539,275
|
|
|
$
|
13
|
|
|
$
|
586,900
|
|
|
$
|
(22
|
)
|
|
$
|
(375,334
|
)
|
|
$
|
211,557
|
|
Vesting of restricted stock units
|
1,662,426
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Exercise of stock options, net
|
1,527,309
|
|
|
1
|
|
|
2,242
|
|
|
—
|
|
|
—
|
|
|
2,243
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9,821
|
|
|
—
|
|
|
—
|
|
|
9,821
|
|
|||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(28,402
|
)
|
|
(28,389
|
)
|
|||||
Balances as of June 30, 2018
|
137,729,010
|
|
|
$
|
14
|
|
|
$
|
598,963
|
|
|
$
|
(9
|
)
|
|
$
|
(403,736
|
)
|
|
$
|
195,232
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(18,920
|
)
|
|
$
|
(28,402
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
2,687
|
|
|
3,573
|
|
||
Stock-based compensation
|
8,834
|
|
|
9,739
|
|
||
Amortization and impairment of deferred commissions
|
4,856
|
|
|
5,800
|
|
||
Amortization and impairment of deferred professional service costs
|
2,014
|
|
|
2,097
|
|
||
Non-cash operating lease expense
|
2,580
|
|
|
—
|
|
||
Lease exit and related charges
|
—
|
|
|
1,817
|
|
||
Accretion and amortization of marketable securities
|
(213
|
)
|
|
(266
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable and other, net
|
(5,795
|
)
|
|
(6,252
|
)
|
||
Deferred commissions
|
(2,670
|
)
|
|
(2,979
|
)
|
||
Deferred professional service costs
|
(901
|
)
|
|
(1,389
|
)
|
||
Prepaid expenses and other assets
|
(1,864
|
)
|
|
(1,896
|
)
|
||
Accounts payable
|
1,864
|
|
|
511
|
|
||
Operating lease liabilities
|
(2,795
|
)
|
|
—
|
|
||
Accrued expenses and other liabilities
|
(3,131
|
)
|
|
3,182
|
|
||
Deferred revenue
|
312
|
|
|
(1,210
|
)
|
||
Accrued compensation
|
(806
|
)
|
|
(4,411
|
)
|
||
Net cash used in operating activities
|
(13,948
|
)
|
|
(20,086
|
)
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(593
|
)
|
|
(1,304
|
)
|
||
Purchase of marketable securities
|
(13,780
|
)
|
|
(23,979
|
)
|
||
Maturities of marketable securities
|
11,453
|
|
|
26,450
|
|
||
Net cash (used in) provided by investing activities
|
(2,920
|
)
|
|
1,167
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
1,845
|
|
|
2,242
|
|
||
Principal payments on long-term debt
|
(930
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
915
|
|
|
2,242
|
|
||
|
|
|
|
||||
Net decrease in cash, cash equivalents and restricted cash
|
(15,953
|
)
|
|
(16,677
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
67,330
|
|
|
62,644
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
51,377
|
|
|
$
|
45,967
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
50,052
|
|
|
$
|
44,642
|
|
Restricted cash
|
1,325
|
|
|
1,325
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
51,377
|
|
|
$
|
45,967
|
|
•
|
Assumptions used in the calculation of right-of-use (“ROU”) assets and lease liabilities for operating leases, including lease terms and the Company’s incremental borrowing rate.
|
|
As of December 31, 2018
|
|
|
|
Expense recognized
|
|
As of June 30, 2019
|
||||||||
|
|
Additions
|
|
||||||||||||
Deferred commissions
|
$
|
20,142
|
|
|
$
|
2,670
|
|
|
$
|
(4,856
|
)
|
|
$
|
17,956
|
|
Deferred professional service costs
|
10,133
|
|
|
974
|
|
|
(2,014
|
)
|
|
9,093
|
|
||||
Total deferred commissions and professional service costs
|
$
|
30,275
|
|
|
$
|
3,644
|
|
|
$
|
(6,870
|
)
|
|
$
|
27,049
|
|
|
June 30, 2019
|
||||||||||||||
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||
Customer relationships
|
10
|
|
$
|
10,900
|
|
|
$
|
(2,452
|
)
|
|
$
|
8,448
|
|
||
Developed technology
|
5
|
|
10,600
|
|
|
(4,770
|
)
|
|
5,830
|
|
|||||
Backlog
|
3
|
|
1,500
|
|
|
(1,371
|
)
|
|
129
|
|
|||||
Other acquired intangible assets
|
1
|
-
|
3
|
|
900
|
|
|
(850
|
)
|
|
50
|
|
|||
Total identifiable intangible assets
|
|
|
|
|
$
|
23,900
|
|
|
$
|
(9,443
|
)
|
|
$
|
14,457
|
|
|
December 31, 2018
|
||||||||||||||
|
Useful Life
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||
Customer relationships
|
10
|
|
$
|
10,900
|
|
|
$
|
(1,908
|
)
|
|
$
|
8,992
|
|
||
Developed technology
|
5
|
|
10,600
|
|
|
(3,710
|
)
|
|
6,890
|
|
|||||
Backlog
|
3
|
|
1,500
|
|
|
(1,256
|
)
|
|
244
|
|
|||||
Other acquired intangible assets
|
1
|
-
|
3
|
|
900
|
|
|
(817
|
)
|
|
83
|
|
|||
Total identifiable intangible assets
|
|
|
|
|
$
|
23,900
|
|
|
$
|
(7,691
|
)
|
|
$
|
16,209
|
|
Remainder of 2019
|
$
|
1,753
|
|
2020
|
3,242
|
|
|
2021
|
3,210
|
|
|
2022
|
1,620
|
|
|
2023
|
1,090
|
|
|
Thereafter
|
3,542
|
|
|
Total amortization expense
|
$
|
14,457
|
|
|
As of June 30, 2019
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. treasury securities
|
$
|
3,999
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4,003
|
|
U.S. agency obligations
|
14,808
|
|
|
3
|
|
|
—
|
|
|
14,811
|
|
||||
Money market mutual funds
|
2,778
|
|
|
—
|
|
|
—
|
|
|
2,778
|
|
||||
|
21,585
|
|
|
7
|
|
|
—
|
|
|
21,592
|
|
||||
Included in cash and cash equivalents
|
7,718
|
|
|
—
|
|
|
—
|
|
|
7,718
|
|
||||
Included in marketable securities
|
$
|
13,867
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
13,874
|
|
|
As of December 31, 2018
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. treasury securities
|
$
|
7,980
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,980
|
|
U.S. agency obligations
|
18,158
|
|
|
—
|
|
|
—
|
|
|
18,158
|
|
||||
Money market mutual funds
|
7,115
|
|
|
—
|
|
|
—
|
|
|
7,115
|
|
||||
|
33,253
|
|
|
—
|
|
|
—
|
|
|
33,253
|
|
||||
Included in cash and cash equivalents
|
21,926
|
|
|
—
|
|
|
—
|
|
|
21,926
|
|
||||
Included in marketable securities
|
$
|
11,327
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,327
|
|
|
As of June 30, 2019
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
U.S. agency obligations
|
$
|
—
|
|
|
$
|
4,940
|
|
|
$
|
4,940
|
|
Money market mutual funds
|
2,778
|
|
|
—
|
|
|
2,778
|
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
U.S. treasury securities
|
—
|
|
|
4,003
|
|
|
4,003
|
|
|||
U.S. agency obligations
|
—
|
|
|
9,871
|
|
|
9,871
|
|
|||
|
$
|
2,778
|
|
|
$
|
18,814
|
|
|
$
|
21,592
|
|
|
As of December 31, 2018
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
U.S. agency obligations
|
$
|
—
|
|
|
$
|
14,811
|
|
|
$
|
14,811
|
|
Money market mutual funds
|
7,115
|
|
|
—
|
|
|
7,115
|
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
U.S. treasury securities
|
—
|
|
|
7,980
|
|
|
7,980
|
|
|||
U.S. agency obligations
|
—
|
|
|
3,347
|
|
|
3,347
|
|
|||
|
$
|
7,115
|
|
|
$
|
26,138
|
|
|
$
|
33,253
|
|
|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Leasehold improvements
|
$
|
3,102
|
|
|
$
|
3,102
|
|
Computer equipment
|
7,185
|
|
|
6,860
|
|
||
Software
|
1,093
|
|
|
1,097
|
|
||
Internal-use software
|
2,925
|
|
|
2,925
|
|
||
Furniture and equipment
|
1,078
|
|
|
1,018
|
|
||
Total
|
15,383
|
|
|
15,002
|
|
||
Accumulated depreciation
|
(11,827
|
)
|
|
(11,039
|
)
|
||
Property and equipment, net
|
$
|
3,556
|
|
|
$
|
3,963
|
|
Remainder of 2019
|
$
|
929
|
|
2020
|
1,859
|
|
|
2021
(1)
|
1,395
|
|
|
Total future maturities of debt
|
$
|
4,183
|
|
Less current maturities
(2)
|
(1,859
|
)
|
|
Debt, non-current
|
$
|
2,324
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
Lease cost:
|
|
|
|
||||
Operating lease cost
|
$
|
1,639
|
|
|
$
|
3,288
|
|
Variable lease cost
(1)
|
229
|
|
|
380
|
|
||
Short-term lease cost
|
7
|
|
|
7
|
|
||
Sublease income
|
(577
|
)
|
|
(1,193
|
)
|
||
Total lease cost
|
$
|
1,298
|
|
|
$
|
2,482
|
|
|
|
|
|
||||
Other information:
|
|
|
|
||||
Operating cash flows used in the measurement of operating lease liabilities
|
|
|
$
|
3,503
|
|
||
Weighted-average remaining lease term - operating leases (in years)
|
|
|
3.3
|
|
|||
Weighted-average discount rate - operating leases
|
|
|
7.46
|
%
|
Remainder of 2019
|
$
|
3,582
|
|
2020
|
6,524
|
|
|
2021
|
5,355
|
|
|
2022
|
3,050
|
|
|
2023
|
677
|
|
|
2024 and later
|
1,111
|
|
|
Total lease payments
|
20,299
|
|
|
Less: Interest
|
(2,356
|
)
|
|
Present value of lease liabilities
|
$
|
17,943
|
|
Less: current portion
|
(5,911
|
)
|
|
Operating lease liabilities, non-current
|
$
|
12,032
|
|
|
Number of
Shares |
|
Weighted-
Average Grant Date Fair Value |
|||
Balance as of December 31, 2018
|
9,528,602
|
|
|
$
|
3.54
|
|
Granted
|
4,602,787
|
|
|
$
|
3.61
|
|
Vested
|
(2,090,898
|
)
|
|
$
|
3.82
|
|
Forfeited and canceled
(1)
|
(1,113,569
|
)
|
|
$
|
3.48
|
|
Balance as of June 30, 2019
|
10,926,922
|
|
|
$
|
3.49
|
|
|
Options
Outstanding
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value (in thousands)
|
|||||
Balance as of December 31, 2018
|
6,265,223
|
|
|
$
|
2.65
|
|
|
$
|
3,499
|
|
Granted
|
200,000
|
|
|
$
|
3.22
|
|
|
|
||
Exercised
|
(1,180,784
|
)
|
|
$
|
1.56
|
|
|
|
||
Forfeited and canceled
|
(54,406
|
)
|
|
$
|
2.55
|
|
|
|
||
Balance as of June 30, 2019
|
5,230,033
|
|
|
$
|
2.92
|
|
|
$
|
6,182
|
|
|
Six Months Ended June 30, 2019
|
|||||||
|
2019
|
|
2018
|
|||||
Volatility
|
57%
|
|
57%
|
|||||
Expected life (in years)
|
6.06
|
|
6.06
|
|||||
Risk-free interest rate
|
2.57%
|
|
2.72
|
%
|
-
|
2.74%
|
||
Dividend yield
|
—%
|
|
—%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||||||
Net loss
|
$
|
(2,026
|
)
|
|
$
|
(6,355
|
)
|
|
$
|
(5,315
|
)
|
|
$
|
(8,643
|
)
|
|
$
|
(4,767
|
)
|
|
$
|
(14,153
|
)
|
|
$
|
(10,956
|
)
|
|
$
|
(17,446
|
)
|
Weighted-average shares used to compute basic and diluted net loss per share
|
35,276
|
|
|
109,296
|
|
|
52,043
|
|
|
84,639
|
|
|
36,227
|
|
|
107,563
|
|
|
52,401
|
|
|
83,442
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.21
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options and restricted stock units
|
16,157
|
|
|
19,092
|
|
|
16,157
|
|
|
19,092
|
|
Warrants
|
115
|
|
|
115
|
|
|
115
|
|
|
115
|
|
Total
|
16,272
|
|
|
19,207
|
|
|
16,272
|
|
|
19,207
|
|
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Signed Annual Recurring Revenue
|
$
|
141.7
|
|
|
$
|
166.4
|
|
|
Year Ended December 31,
|
||||
|
2018
|
|
2017
|
||
Annual Net Dollar Retention Rate
|
82
|
%
|
|
104
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Subscription
|
95
|
%
|
|
92
|
%
|
|
95
|
%
|
|
91
|
%
|
Professional services and other
|
5
|
%
|
|
8
|
%
|
|
5
|
%
|
|
9
|
%
|
Total revenue, net
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue:
|
|
|
|
|
|
|
|
||||
Cost of subscription
|
23
|
%
|
|
24
|
%
|
|
23
|
%
|
|
24
|
%
|
Cost of professional services and other
|
16
|
%
|
|
18
|
%
|
|
17
|
%
|
|
17
|
%
|
Total cost of revenue
|
39
|
%
|
|
42
|
%
|
|
40
|
%
|
|
41
|
%
|
Gross margin percentage
|
61
|
%
|
|
58
|
%
|
|
60
|
%
|
|
59
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
25
|
%
|
|
35
|
%
|
|
25
|
%
|
|
37
|
%
|
Research and development
|
40
|
%
|
|
43
|
%
|
|
42
|
%
|
|
43
|
%
|
General and administrative
|
20
|
%
|
|
17
|
%
|
|
20
|
%
|
|
18
|
%
|
Total operating expenses
|
85
|
%
|
|
95
|
%
|
|
87
|
%
|
|
98
|
%
|
Operating loss
|
(24
|
)%
|
|
(37
|
)%
|
|
(27
|
)%
|
|
(39
|
)%
|
Other income, net
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Net loss
|
(23
|
)%
|
|
(37
|
)%
|
|
(26
|
)%
|
|
(38
|
)%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subscription
|
$
|
33,964
|
|
|
$
|
34,802
|
|
|
(2)%
|
|
$
|
(838
|
)
|
|
$
|
67,770
|
|
|
$
|
67,791
|
|
|
—%
|
|
$
|
(21
|
)
|
Professional services and other
|
1,946
|
|
|
2,982
|
|
|
(35)%
|
|
(1,036
|
)
|
|
3,630
|
|
|
6,472
|
|
|
(44)%
|
|
(2,842
|
)
|
||||||
Total revenue, net
|
$
|
35,910
|
|
|
$
|
37,784
|
|
|
(5)%
|
|
$
|
(1,874
|
)
|
|
$
|
71,400
|
|
|
$
|
74,263
|
|
|
(4)%
|
|
$
|
(2,863
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription
|
$
|
8,234
|
|
|
$
|
9,140
|
|
|
(10
|
)%
|
|
$
|
(906
|
)
|
|
16,400
|
|
|
$
|
18,314
|
|
|
(10
|
)%
|
|
$
|
(1,914
|
)
|
|
Professional services and other
|
5,929
|
|
|
6,590
|
|
|
(10
|
)%
|
|
(661
|
)
|
|
11,873
|
|
|
12,359
|
|
|
(4
|
)%
|
|
(486
|
)
|
||||||
Total cost of revenue
|
$
|
14,163
|
|
|
$
|
15,730
|
|
|
(10
|
)%
|
|
$
|
(1,567
|
)
|
|
$
|
28,273
|
|
|
$
|
30,673
|
|
|
(8
|
)%
|
|
$
|
(2,400
|
)
|
Gross margin (loss) percentage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Subscription
|
76
|
%
|
|
74
|
%
|
|
|
|
|
|
76
|
%
|
|
73
|
%
|
|
|
|
|
||||||||||
Professional services and other
|
(205
|
)%
|
|
(121
|
)%
|
|
|
|
|
|
(227
|
)%
|
|
(91
|
)%
|
|
|
|
|
||||||||||
Total gross margin
|
61
|
%
|
|
58
|
%
|
|
|
|
|
|
60
|
%
|
|
59
|
%
|
|
|
|
|
||||||||||
Gross profit
|
$
|
21,747
|
|
|
$
|
22,054
|
|
|
(1
|
)%
|
|
$
|
(307
|
)
|
|
$
|
43,127
|
|
|
$
|
43,590
|
|
|
(1
|
)%
|
|
$
|
(463
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Sales and marketing
|
$
|
8,889
|
|
|
$
|
13,306
|
|
|
(33
|
)%
|
|
$
|
(4,417
|
)
|
|
$
|
18,104
|
|
|
$
|
27,218
|
|
|
(33
|
)%
|
|
$
|
(9,114
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Research and development
|
$
|
14,487
|
|
|
$
|
16,425
|
|
|
(12
|
)%
|
|
$
|
(1,938
|
)
|
|
$
|
30,212
|
|
|
$
|
31,796
|
|
|
(5
|
)%
|
|
$
|
(1,584
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
|
2019
|
|
2018
|
|
% Change
|
|
$ Change
|
||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
General and administrative
|
$
|
7,010
|
|
|
$
|
6,382
|
|
|
10
|
%
|
|
$
|
628
|
|
|
$
|
14,303
|
|
|
$
|
13,207
|
|
|
8
|
%
|
|
$
|
1,096
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash used in operating activities
|
$
|
(13,948
|
)
|
|
$
|
(20,086
|
)
|
Net cash (used in) provided by investing activities
|
(2,920
|
)
|
|
1,167
|
|
||
Net cash provided by financing activities
|
915
|
|
|
2,242
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(15,953
|
)
|
|
$
|
(16,677
|
)
|
•
|
the price, performance and functionality of our offering;
|
•
|
our customers’ user counts and benefit design features;
|
•
|
the availability, price, performance and functionality of competing or alternative solutions;
|
•
|
the potential for customers that are able to access lower-functionality versions of our offering that we provide through health plans or other channel partners to opt to use the lower-functionality versions of our offering;
|
•
|
our ability to develop complementary products and services;
|
•
|
our continued ability to access the pricing and claims data necessary to enable us to deliver reliable data in our cost estimation and price transparency offering to customers;
|
•
|
the stability, performance and security of our hosting infrastructure and hosting services;
|
•
|
changes in health care laws, regulations or trends; and
|
•
|
the business environment of our customers, in particular, headcount reductions by our customers.
|
•
|
the inability to successfully market and sell the combined product offerings;
|
•
|
lost sales and customers as a result of certain customers deciding not to migrate their pre-combination product selection to our combined product:
|
•
|
complexities associated with managing the combined businesses;
|
•
|
creating uniform standards, controls, procedures, policies and information systems;
|
•
|
performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations and functionality, or developing new functionality; and
|
•
|
potential loss of brand awareness or confusion as a result of our re-branding activities.
|
•
|
the addition or loss of large customers, including through acquisitions or consolidations of such customers;
|
•
|
seasonal and other variations in the timing of the sales of our offering, as a significantly higher proportion of our customers either enter into new subscription agreements or renew previous agreements with us in the second half of the year.
|
•
|
the timing of recognition of revenue, including possible delays in the recognition of revenue due to lengthy and sometimes unpredictable implementation timelines or changes brought about by new accounting pronouncements;
|
•
|
failure to meet our contractual commitments under service-level agreements with our customers;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
|
•
|
our access to pricing and claims data managed by health plans and other third parties, or changes to the fees we pay for that data;
|
•
|
the timing and success of introductions of new products, services and pricing by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
|
•
|
our ability to attract new customers;
|
•
|
customer renewal rates and the timing and terms of customer renewals;
|
•
|
network outages or security breaches;
|
•
|
the mix of products and services sold or renewed during a period;
|
•
|
general economic, industry and market conditions;
|
•
|
the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; and
|
•
|
other impacts of new accounting pronouncements.
|
•
|
breach of our contractual obligations to customers, which may cause our customers to terminate their relationship with us and may result in potentially significant financial obligations to our customers;
|
•
|
investigation by regulatory authorities empowered to enforce HIPAA and other applicable regulations, including but not limited to the U.S. Department of Health and Human Services and state attorneys general, and the possible imposition of civil penalties;
|
•
|
private litigation by individuals adversely affected by any violation of HIPAA, HITECH or comparable laws for which we are responsible; and
|
•
|
negative publicity, which may decrease the willingness of current and potential future customers to work with us and negatively affect our sales and operating results.
|
•
|
cease offering or using technologies that incorporate the challenged intellectual property;
|
•
|
make substantial payments for legal fees, settlement payments or other costs or damages;
|
•
|
obtain a license, which may not be available on reasonable terms, to sell or use the relevant technology; or
|
•
|
incur substantial costs and reallocate resources to redesign our technology to avoid infringement.
|
•
|
inability to integrate or benefit from acquired technologies or services or strategic collaborations or alliances in an efficient, effective or profitable manner;
|
•
|
unanticipated costs or liabilities associated with the acquisition or strategic transaction;
|
•
|
challenges in achieving strategic objectives, cost savings and other benefits expected from such transactions;
|
•
|
the lack of unilateral control over a strategic alliance and the risk that strategic partners have business goals and interests that are not aligned with ours;
|
•
|
delays, difficulties or unexpected costs in the integration, assimilation, implementation or modification of platforms, systems, functions, technologies and infrastructure to support the combined business or strategic alliance, as well as maintaining and integrating accounting systems and operations, uniform standards, controls (including internal accounting controls), procedures and policies;
|
•
|
difficulty converting the customers of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
adverse effects to our existing business relationships with business partners and customers as a result of the acquisition or strategic transaction;
|
•
|
the potential loss of key employees;
|
•
|
the risk that we do not realize a satisfactory return on our investments;
|
•
|
diversion of resources that are needed in other parts of our business; and
|
•
|
use of substantial portions of our available cash to consummate the acquisition or strategic transaction.
|
•
|
overall performance of the equity markets;
|
•
|
our operating performance and the performance of other similar companies;
|
•
|
changes in the estimates of our operating results that we provide to the public or our failure to meet these projections;
|
•
|
failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company or our failure to meet these estimates or the expectations of investors or changes in recommendations by securities analysts that elect to follow our Class B common stock;
|
•
|
sales of shares of our Class B common stock by us or our stockholders, including same day sales to cover tax withholdings as a result of settlement of restricted stock units;
|
•
|
announcements of technological innovations, new products or enhancements to services, acquisitions, strategic alliances or significant agreements by us or by our competitors;
|
•
|
disruptions in our services due to computer hardware, software or network problems;
|
•
|
announcements of customer additions and customer cancellations or delays in customer purchases;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole, market conditions in our industry and the industries of our customers;
|
•
|
litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business; and
|
•
|
the size of our market float.
|
•
|
adoption of a merger or consolidation agreement involving our company;
|
•
|
a sale, lease or exchange of all or substantially all of our property and assets;
|
•
|
a dissolution or liquidation of our company; or
|
•
|
every matter, if and when any individual, entity or “group” (as such term is used in Regulation 13D of the Exchange Act) has, or has publicly disclosed (through a press release or a filing with the SEC) an intent to have, beneficial ownership of 30% or more of the number of outstanding shares of Class A common stock and Class B common stock, combined.
|
•
|
Our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause, which may delay the replacement of a majority of our board of directors or impede an acquirer from rapidly replacing our existing directors with its own slate of directors.
|
•
|
Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, only our board of directors has the right to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors.
|
•
|
Our stockholders may not act by written consent or call special stockholders’ meetings; as a result, a holder, or holders, controlling a majority of our Class A and Class B common stock are not be able to take certain actions other than at annual stockholders’ meetings or special stockholders’ meetings, which special meetings may only be called by the chairman of our board, our chief executive officer, our president, or a majority of our board of directors.
|
•
|
Certain litigation against us can only be brought in Delaware.
|
•
|
Our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued, by our board of directors without the approval of the holders of Class B common stock, which makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
|
•
|
Advance notice procedures and additional disclosure requirements apply for stockholders to nominate candidates for election as directors or to bring matters before a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
|
•
|
Our restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates.
|
•
|
Amendment of the anti-takeover provisions of our restated certificate of incorporation require super majority approval by holders of at least two-thirds of our outstanding Class A and Class B common stock, combined. and
|
|
|
|
|
Incorporate by Reference
|
|
|
||||||
Exhibit
Number
|
|
Description of Document
|
|
Form
|
|
File
No.
|
|
Filing Date
|
|
Exhibit
|
|
Filed
Herewith
|
10.1*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.2*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1**
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2**
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
*
|
Indicates a management contract, compensatory plan or arrangement.
|
**
|
The certifications on Exhibit 32 hereto are deemed not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
|
|
|
CASTLIGHT HEALTH, INC.
|
|
||
Date:
|
July 31, 2019
|
By:
|
|
/s/ Siobhan Nolan Mangini
|
|
|
|
|
|
Siobhan Nolan Mangini
|
|
|
|
|
|
President and Chief Financial Officer
(Principal Financial Officer)
|
|
Service Term
|
Chief Executive Officer
|
President; Executive Vice President
|
Senior Vice President
|
Less than one year
|
•
12 months Base Salary
•
12 times the applicable COBRA Coverage
|
•
6 months Base Salary
|
•
3 months Base Salary
|
More than one year
|
•
12 months Base Salary
•
12 times the applicable COBRA Coverage
|
•
9 months Base Salary
•
9 times the applicable COBRA Coverage
|
•
6 months Base Salary
•
6 times the applicable COBRA Coverage
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Castlight Health, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
C
ASTLIGHT
H
EALTH
, I
NC
.
|
||
|
By:
|
|
/s/ Maeve O'Meara
|
Dated:
|
|
|
Maeve O'Meara
|
July 31, 2019
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Castlight Health, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
C
ASTLIGHT
H
EALTH
, I
NC
.
|
||
|
By:
|
|
/s/ Siobhan Nolan Mangini
|
Dated:
|
|
|
Siobhan Nolan Mangini
|
July 31, 2019
|
|
|
President and Chief Financial Officer
(Principal Financial Officer)
|
|
C
ASTLIGHT
H
EALTH
, I
NC
.
|
||
|
By:
|
|
/s/ Maeve O'Meara
|
|
|
|
Maeve O'Meara
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
Dated:
|
|
|
|
July 31, 2019
|
|
|
|
|
C
ASTLIGHT
H
EALTH
, I
NC
.
|
||
|
By:
|
|
/s/ Siobhan Nolan Mangini
|
|
|
|
Siobhan Nolan Mangini
|
|
|
|
President and Chief Financial Officer
(Principal Financial Officer)
|
Dated:
|
|
|
|
July 31, 2019
|
|
|
|