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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-1898451
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4051 Broad Street, Suite 220
San Luis Obispo, CA
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93401
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.000004 per share
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NASDAQ Stock Market LLC
(NASDAQ Global Market)
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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our ability to attract and retain subscribers;
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our ability to deepen our relationships with existing subscribers;
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our business plan and beliefs and objectives for future operations, including regarding our pricing and pricing model;
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benefits associated with use of our products and services;
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our ability to develop or acquire new products and services, improve our existing products and services and increase the value of our products and services;
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the network effects associated with our business;
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our ability to increase our revenue and our revenue growth rate;
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our future financial performance, including expectations regarding trends in revenue, cost of revenue, operating expenses, other income and expenses, income taxes, subscriber growth, average monthly revenue per subscriber, payments volume, and dollar-based net expansion rate;
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our ability to further develop strategic relationships, including our ability to increase our revenue from our API and technology partners;
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our ability to strengthen and maintain our partnerships with our payment processors;
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our ability to achieve positive returns on investments;
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our plans to further invest in and grow our business, including investment in research and development, sales and marketing, the development of our customer support teams, and our data center infrastructure, and our ability to effectively manage our growth and associated investments;
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our ability to timely and effectively scale and adapt our existing technology;
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the sufficiency of our cash and cash equivalents and cash generated from operations to meet our working capital and capital expenditure requirements;
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the effects of seasonal trends on our operating results;
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the sufficiency of our efforts to remediate our past material weaknesses;
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our ability to attract and retain senior management, qualified employees and key personnel;
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our ability to successfully identify, acquire and integrate companies and assets;
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our ability to successfully enter new vertical and geographic markets and manage our international expansion; and
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our ability to maintain, protect and enhance our intellectual property and not infringe upon others’ intellectual property.
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Client Scheduling and Online Booking
. Our subscribers can give their consumers the opportunity to book their next visit wherever and whenever it is most convenient, whether through subscribers’ websites, social media pages, or mobile applications like the MINDBODY app or the subscribers' own custom branded app. We offer robust features that enable all four different types of scheduling that wellness businesses typically encounter:
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Appointments
. One-on-one appointments typically require preparation time before the appointment as well as off-boarding time after the appointment. Our software can manage practitioner availability as well as gaps between appointments in a time-efficient manner.
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Open classes
. Open classes offer reserved or drop-in attendance on a first-come, first-served basis. Our software can transact at different price points, send automatic check-in and cancellation confirmations, and manage waitlists to optimize capacity utilization.
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Enrollments and workshops
. Enrollments and workshops are pre-registered events or series of classes with the same group of attendees. Our software offers the ability to set separate pricing outside of pre-paid packages and track absences, make-ups and various payment plans.
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Resource scheduling
. To effectively manage their day-to-day business, wellness service providers need to manage and allocate their equipment and facilities. Our software can easily track, manage and allocate equipment and facilities for the classes and services these businesses provide.
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Staff Management
. With our staff and resource scheduling software features, subscribers can keep their entire staff schedule in one place, allowing them to manage staff availability, hours, substitutions, commissions and other compensation, all of which can be easily linked to payroll records.
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Staff Tracking.
Subscribers can assign tasks, follow up and send notifications via the staff dashboard. By giving each staff member a unique login, subscribers can allow staff members to update their own availability on a single, unified schedule. Moreover, subscribers can have staff clock in and out through our platform so their work hours and gross wages can be tracked automatically. In addition, variable compensation including compensation based on classes and appointments delivered, or sales commissions earned, can be managed through our platform.
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Payroll.
Subscribers have the ability to set compensation rates per class, per appointment, per hour, or as a percentage of consumer payment for each individual staff member, as well as track and add gratuities earned into the payroll report. Additionally, subscribers can offer commissions to their staff for retail sales or promotions. Payroll is calculated automatically and exported to any of several popular payroll service formats, including ADP, Paychex and Exact Payroll Services.
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Client Relationship Management
. With our client relationship management features, subscribers have all of their consumer information in one place and can take advantage of powerful consumer relationship and marketing tools. Subscribers can securely store their consumers’ personal information in a unique profile and manage account, visit and purchase history for more effective service. Our platform also helps subscribers target new consumers, keep in touch with loyal members, and offer variable, targeted promotions and discounts.
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Client Tracking.
Subscribers can maintain a comprehensive client profile, including contact information, photos, birthdays, preferences, purchase and visit histories, payment information and future schedules. Subscribers can also track the sales cycle and conversion of prospective clients. Clients can create and manage their own accounts with their preferred service providers, allowing them to browse products and services and make purchases from mobile devices and the web.
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The MINDBODY Network.
Subscribers can opt in to this fee-based marketing platform (formerly the Marketing Platform) to feature their introductory offers (typically valid for a single-purchase) on the MINDBODY app and/or feature their services through third-party partner applications or websites, expanding their online presence to reach more prospective customers.
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Email Marketing.
Subscribers can utilize our platform to send broad or targeted email marketing campaigns. They also have the option to sync to a third-party account with our platform, and create email lists that update automatically whenever client contact information changes in their site.
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Loyalty Programs.
To reward consumers, subscribers can build a point-based client loyalty program, and set point values and minimum redemption requirements.
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Promotions.
Subscribers can set up promotions to attract new consumers and give current ones an incentive to try something new.
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Automation
. Subscribers can send automated text message alerts, push notifications and reminders to consumers about upcoming classes, appointments and more. Further automation examples include sending purchase receipts directly to consumers’ email addresses, receiving notifications when consumers book, confirm or cancel appointments, tracking online orders as they come in, and printing packing slips automatically as well as printing sign-in sheets for class, or using a tablet to set up a self-check-in station.
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Memberships
. Subscribers can manage membership contracts and waivers, collect membership fees automatically through recurring payments, offer special discounts for products and services as well as create membership tiers to extend rewards and perks to their most loyal consumers.
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Integrated Payment Processing
. We offer our subscribers integrated payment processing solutions with our software at competitive rates. The integration between point-of-sale and payment processing saves our subscribers time by eliminating the need for error-prone manual reconciliations. In addition, our integrated payments platform allows for convenient and secure storage of consumer credit card information, which allows for seamless online bookings, recurring membership payments through our business management software and online store purchases through our subscribers’ websites, the MINDBODY app or third-party partner sites included in the MINDBODY Network.
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Retail Point-of-Sale
. Our point-of-sale capabilities help subscribers sell products and services, contracts and memberships, packages, workshops and store-branded gift cards. Our point-of-sale feature tracks product inventory levels and automatically issues purchase orders when product levels reach a re-order point. In addition, our point-of-sale capabilities can be used to track the cost of goods sold and gross margin for various products.
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Purchase Tracking.
Subscribers can sell products and services as well as memberships, monthly contracts and packages that combine products and services at their place of business and online. Subscribers can securely store consumer billing information to facilitate quicker transactions. Payments for classes or appointments can be applied before or after consumer check-in, and before or after the session is complete. Our point-of-sale functionality allows the assignment of staff commissions to appropriate parties.
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Inventory.
Subscribers can set inventory re-order points, automatically generate purchase orders and easily log arriving inventory. As a result, subscribers can more efficiently manage availability, calculate gross margin and monitor inventory shrinkage, among other benefits.
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Payments.
Subscribers can accept several types of cash or non-cash equivalent payment methods, including ACH, debit and credit cards. They can also set up payment plans and schedule recurring payments automatically from securely stored credit cards on file. Our payments platform provides instant authorization and nightly settlement of credit card, debit card and ACH transactions. Once a sale is complete, staff can void, edit or return the sale, and all of these changes are recorded in an auditable fashion. All consumer payment information is protected behind PCI Level I Data Security Standards, the most rigorous credit card certification standard available.
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Analytics and Reporting
. We track key information that helps subscribers achieve their business goals, including revenue growth, contribution margin of classes, consumer retention rates, referral sources, return on investment for consumer retention campaigns and practitioner performance based on consumer loyalty and reviews by class or type of service. Our platform also generates reports that help our subscribers allocate their resources, set budgets and measure their performance against goals. Subscribers are empowered to identify trends and opportunities for improvement in their businesses by leveraging the following analytics and marketing tools:
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Last Visit and No Return
. Subscribers can pull the list of consumers who have not come back to the business for a given period of time designated by the subscriber.
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Best Sellers
. Subscribers can view best-selling products and services, as well as profit margins.
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Cancellations and No Shows
. Subscribers can check which consumers cancel or do not arrive for a scheduled visit, charge cancellation fees, or suspend consumer scheduling privileges.
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Referral Sources
. Subscribers can gain valuable insights into their most effective marketing channels for attracting new consumers.
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Sales Forecast
. Subscribers can forecast future sales revenue based on current prospects.
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Attendance with Revenue
. Subscribers can break down revenue by each client visit, staff person, type of service and date.
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Attendance Analysis
. Subscribers can compare consumer attendance levels across hours in a day as well as days in a week.
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Gross Margin
. Subscribers can see the gross margin for each product and service.
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Promotions
. Subscribers can tie every redeemed promotion code back to the client who used it, or analyze the overall success of any promotion effort.
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Account Balances
. Subscribers can make account balance inquiries for any given consumer, and create a statement for consumers with negative balances.
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Retention
. Subscribers can check client retention rate overall, or by individual staff member.
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Memberships and New Members
. Subscribers can monitor consumer membership activity including new, renewing, canceling, active and inactive members as well as revenue associated with types of members.
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Commission
. Subscribers can manage commissions earned by and payable to their staff.
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Transactions
. Subscribers can sort all past transactions by what has settled, or is pending, voided, and returned.
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Client Acquisition Dashboard
. At a glance, subscribers can attribute new consumers to various acquisition channels. Subscribers can track purchases made by these new consumers and how much revenue each consumer has generated since that first purchase. Subscribers can also track which consumers purchased specific intro offers as well as the reviews generated about their business in the MINDBODY app.
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Simple and Intuitive User Experience
. We designed our business management software with a focus on developing a visually appealing interface that is simple, easy to use and meets the demands our subscribers have for modern web and mobile applications. Because we focus on a simple and intuitive user experience, our software platform requires little training and is easy to adopt for users across the entire organization, an important feature given the high employee turnover in the wellness services industry. At the same time, the intuitive interface of our platform is supported by complex underlying technology that powers efficient business management.
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Branded web
. Our branded web solution (formerly HealCode) gives our subscribers the ability to embed their MINDBODY class and appointment schedules within their web and social sites, creating a seamless and branded online experience for their customers.
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Mobility
. Our platform enables our subscribers to manage their operations anytime and anywhere via a number of mobile devices and operating systems, including Mac, iOS, Android and Windows.
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MINDBODY Express
. MINDBODY Express is our native business-subscriber facing mobile app that enhances our core offering by allowing our subscribers to easily run their business, book consumers and sell products and services while on the go.
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Branded Mobile App
. Our branded mobile app offering (formerly MINDBODY Engage) allows our subscribers to have their own native apps to create a unique branded experience for their consumers.
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MINDBODY Class Check-In.
The MINDBODY Class Check-In app helps our subscribers create a better consumer experience at the front desk. Consumers can check themselves into class, freeing up front desk staff to help others and making it possible for instructors to start classes faster.
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Social Integration
. Our platform integrates with popular social networks like Facebook and Twitter. As an example, our platform allows our subscribers to publish schedules on their Facebook page, enabling consumers to directly book appointments and classes with them via Facebook.
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Dynamic Cloud-Based Architecture
. Our software platform is powered by a dynamic cloud-based architecture that allows our subscribers to manage their operations as efficiently as possible, while requiring low upfront investment and no maintenance. This architecture allows for automatic software updates and rapid launch of new product features while also allowing our platform to easily scale with subscribers as their businesses grow.
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Open Platform for Third-Party Application Development
. We have built an open and extensible platform with an application programming interface, or API, that offers developers access to our inventory of classes, payments and scheduling capabilities. Approved developers can pull information from and post data to our platform and use that capability to create a variety of unique applications with custom interfaces.
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Integration with Other Cloud-based Partners
. Our platform can be integrated with other cloud-based software that our subscribers may be using for critical business management tasks to extend the capabilities of our platform within a variety of focus areas such as automation, marketing, accounting, mobile and social.
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Security and Compliance
. We have consistently passed our Level I Payment Card Industry Data Security Standard, or PCI DSS, audits, indicating our compliance with the most rigorous level of credit card security standard available. In addition, we, in certain instances, collect, access, use, maintain and/or transmit protected health information in connection with providing services to subscribers who are subject to the requirements of the Health Insurance Portability and Accountability Act, or HIPAA. Our platform is engineered to provide high reliability and availability. We continually monitor our infrastructure for any sign of failure or pending failure and we take preemptive action to minimize or prevent downtime. We maintain the reliability of our service by utilizing redundant network infrastructure, clusters that tolerate failure of individual nodes, and deploying high availability server pairs. We also implement various disaster recovery measures, including full replication of hardware and data in our geographically distinct data centers, to minimize data loss in the event of a data center disaster.
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Subscriber Onboarding
. We typically board new subscribers with live training sessions delivered via telephone and web conference. These trainings are supplemented by self-service setup checklists, online help materials and webinars.
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Ongoing Subscriber Support
. Inclusive with our base subscription fees, we offer 24/7 customer service and support via phone, chat, emails, and self-help knowledge centers. All customer service and support is provided by our in-house personnel who are invested in MINDBODY’s core values and closely connected to our Product, Technology and Experience team. We have not outsourced our customer service.
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Professional Services
. Our premium support services enable subscribers to access dedicated, advanced product and business operations support from software and business experts. This service is usually chosen by our higher-end small businesses and multi-location chains or franchises.
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MINDBODY University
. MINDBODY University is a multi-day advanced subscriber education event held multiple times per year in various destination locations around the world (
e.g.
, London, New York, San Diego and Sydney). This high-impact business conference teaches advanced software skills and best business practices that help subscribers increase revenues and improve their bottom line. In addition, for a monthly fee (included with the Ultimate software tier), subscribers have unlimited, online access to recorded business management material derived from our MINDBODY University courses.
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BOLD Conference
. We provide our subscribers with a two-day annual user conference where they can learn best business practices and participate in networking opportunities designed to help fuel their business growth and success. Program sessions typically include key topics needed to thrive within the competitive wellness industry market – from the latest trends in consumer marketing and social media, to selling strategies and strategic business partnerships – taught by MINDBODY team members, industry experts and fellow MINDBODY subscribers.
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Hardware & Merchandise
. We offer point-of-sale hardware, such as cash drawers, receipt printers and bar code scanners, as well as branded key chain tags and gift cards our subscribers may require. We also offer smartphone and tablet credit card readers.
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Simplified Operations
. Our business management software and payments platform allows subscribers and practitioners to streamline and simplify their operations. MINDBODY automates a large number of time-consuming workflows, thus reducing the administrative effort and time subscribers and their employees need to invest in business operations.
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Greater Focus on Clients
. By simplifying the operations of wellness businesses, we enable subscribers and practitioners to focus on their clients. In addition, our analytical tools provide critical insights that help subscribers focus on optimizing their business and achieving their goals.
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Increased Growth in Client Base and Revenue
. We help our subscribers increase their consumer base by taking advantage of a free listing on the MINDBODY app, making them visible to a larger pool of consumers. Subscribers who choose to opt in to the fee-based MINDBODY Network receive greater exposure through additional promotion of their introductory offers or deals on various screens throughout the app, as well as featured placement on third-party partner apps and/or websites. Moreover, by having the ability to send reminders, promotions and special offers via email, text, push or in-app notifications to consumers based on a record of their past interactions, subscribers can increase their consumer engagement and loyalty. We also help subscribers sell their products and services through a variety of channels – an online store, their website, social sites, or the MINDBODY Network, thus helping them to increase their revenue opportunities.
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Convenient Single Interface for a Variety of Wellness Services
. We offer consumers a single platform to discover, evaluate and book wellness services. Our subscribers include a large variety of wellness businesses such as fitness studios, yoga, Pilates, massage, salons, and spas. We provide convenient “one-stop-shop” access to our subscribers’ wellness services through a variety of interfaces, including subscriber websites, social media sites, and branded apps, as well as searchable platforms like the MINDBODY app and third-party sites. In addition, reviews on our platform can only be written by consumers who have actually participated in a class or used a service. As a result, consumers are able to access credible reviews that provide a basis for informed decisions.
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Time Savings and a Higher Engagement in Wellness Activities.
We believe that our platform saves consumers time that would otherwise be required to perform online searches, browse through numerous websites and make phone calls to schedule or manage their desired wellness services. We also believe that our ability to allow consumers to more easily manage their wellness routine and consume more wellness services on a regular basis, increases their engagement in wellness activities.
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Ability to Track Personal Health Data with Each Wellness Activity
. New technologies, including third-party wearable fitness trackers, and mobile apps within the health and fitness category, enable consumers to track various aspects of their health and fitness. As part of this trend, the MINDBODY app offers consumers the ability to track their personal health data, and to monitor the effectiveness of their wellness activities. With the MINDBODY app, consumers can access their wellness activity history, such as class attendance frequency and class duration, as well as personal activity data tracked by integrated wearable devices.
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On-premise software providers and small cloud-based providers that typically focus on a specific vertical within the wellness services industry;
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Cloud-based software providers that offer generic scheduling tools with minimal customization by vertical; and
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Payments services providers that offer basic scheduling tools.
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Industry expertise
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Depth of product functionality and ease of use
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Brand recognition and reputation
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Ability to drive consumer demand via a large and rapidly growing consumer network
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24/7 customer service
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Price, especially for entry-level products
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Product extensibility via APIs
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Partnerships and integrations with major consumer brands
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Integration with mobile devices
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Payment processing integration
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Marketing capabilities and analytics
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Strong company culture
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Security and reliability
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Global presence
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Reliable
. Our platform is engineered to provide high reliability and availability. Our agreements with subscribers typically provide for a limited warranty relating to service level commitments. In certain circumstances, our subscribers may be eligible for credits if we are unable to meet these service level commitments. Our infrastructure is hosted in two dual redundant Tier 4 (the highest rating available) data centers separately located in North America. Our network operations center provides 24/7 monitoring of hundreds of sensors on all systems, including global synthetic and real user monitoring to ensure we have complete visibility into our platform and are able to instantly respond to any potential service issue.
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Secure
. Our platform hosts a large quantity of subscriber data and processes a large volume of business-to-consumer transactions. We therefore maintain a comprehensive security program designed to help safeguard the confidentiality, integrity and availability of our subscribers’ data, which includes both organizational and technical control measures. Our platform includes a host of third-party encryption, malware prevention, firewall and intrusion detection, data loss detection and patch management technologies to protect and maintain all systems. We routinely audit and review our security program. In addition, we regularly obtain third-party security audits of our technical operations and procedures covering data security to include the PCI-DSS, as well as Statement on Standards for Attestation Engagements No. 16, or SSAE 16, and Service Organizations Controls 2, or SOC 2, Type I Attestation.
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Scalable
. We have developed a robust and scalable platform that processes millions of queries per day. By leveraging best-in-breed technology components, server virtualization, and a service-oriented architecture, we believe we can seamlessly scale our compute and storage capacity.
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Name
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Age
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Position
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Richard Stollmeyer
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51
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President, Chief Executive Officer and Chairman of the Board of Directors
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Brett White
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54
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Chief Financial Officer and Chief Operating Officer
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Kimberly Lytikainen
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50
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Chief Legal Officer, Secretary and Compliance Officer
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Kunal Mittal
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Chief Technology Officer
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Bradford Wills
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Chief Strategy Officer
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continuing the development of our platform, including investments in our research and development team, the development or acquisition of new products, features and functionality, and improvements to the scalability, availability and security of our platform;
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expenses related to international expansion in an effort to increase our subscriber base;
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improving our technology infrastructure and hiring additional employees for our sales, operations and customer support teams;
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sales and marketing expenses, including personnel and lead generation expenses;
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general and administrative expenses, including legal, accounting and other expenses related to being a public company; and
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strategic acquisitions.
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our ability to attract new subscribers, retain and increase sales to existing subscribers and satisfy our subscribers’ requirements;
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the mix of our subscriber base;
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the volume of transactions processed on our payments platform;
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the variability of revenues derived from our partners;
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the number of new employees added;
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the rate of expansion and productivity of our sales force;
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the entrance of new competitors in our market, whether by established companies or new companies;
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changes in our or our competitors’ pricing policies;
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the amount and timing of operating costs and capital expenditures related to the expansion of our business, including our sales force;
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new pricing models, products, features or functionalities introduced by our competitors;
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significant security breaches, technical difficulties or interruptions to our platform and any related impact on our reputation;
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the timing of payments by subscribers and other payment processing partners and payment defaults by subscribers or other payment processing partners;
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litigation, including class action litigation, involving our company, our services or our industry;
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general economic conditions or declines in consumer interest in the wellness industries that we serve, either of which may adversely affect either our subscribers’ ability or willingness to purchase additional subscriptions, delay a prospective subscriber’s purchasing decision, reduce the value of new subscription contracts or affect subscriber retention;
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changes in the relative and absolute levels of customer support we provide;
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changes in foreign currency exchange rates;
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extraordinary expenses such as litigation or other dispute-related settlement payments;
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the impact of new accounting pronouncements; and
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the timing of the grant or vesting of equity awards to employees.
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our pricing terms;
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the need to educate prospective subscribers about the uses and benefits of our platform;
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the discretionary nature of purchasing and budget cycles and decisions;
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the competitive nature of evaluation and purchasing processes;
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evolving functionality demands;
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announcements or planned introductions of new products, features or functionality by us or our competitors; and
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lengthy purchasing approval processes, particularly among larger organizations.
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these apps may not meet the same quality standards that we apply to our own development efforts (including, among other things, data and privacy protections), and to the extent they contain bugs or defects, they may create disruptions in our subscribers’ use of our platform or adversely affect our brand;
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these apps are subject to removal from third party distribution platforms, including Apple’s App Store and Google Play, among others;
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we do not currently provide substantive support for software apps developed by our partner ecosystem, and users may be left without adequate support and potentially cease using our platform if our partners do not provide adequate support for these apps;
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our partners may not possess the appropriate intellectual property rights to develop and share their apps;
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our relationship with our partners may change, which could adversely affect our revenue and our results of operations;
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our revenues from technology and API partners have grown rapidly in recent periods and, if our relationship with partners who contribute or have contributed more significantly to this growth or demand for products or services of these partners changes, this could adversely affect our revenue and results of operations;
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some of our partners may use the insight they gain from integrating with our software and from information publicly available to develop competing products or product features; and
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our partners may establish relationships with, or functionality to offer to, our subscribers that diminish or eliminate the need or desire for our API platform.
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increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;
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compliance with foreign privacy, information security, and data protection laws and regulations and the risks and costs of non-compliance;
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longer payment cycles and difficulties in enforcing contracts, collecting accounts receivable or satisfying revenue recognition criteria, especially in emerging markets;
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increased financial accounting and reporting burdens and complexities;
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uncertainty regarding the expected departure of the United Kingdom from the European Union;
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requirements or preferences for domestic products;
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differing technical standards, existing or future regulatory and certification requirements and required features and functionality;
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economic conditions in each country or region and general economic uncertainty around the world;
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compliance with laws and regulations for foreign operations, including anti-bribery laws (such as the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the U.S. Travel Act, and the U.K. Bribery Act
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heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact our financial results and result in restatements of our consolidated financial statements;
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fluctuations in currency exchange rates and related effect on our operating results;
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difficulties in repatriating or transferring funds from or converting currencies in certain countries;
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•
|
communication and integration problems related to entering new markets with different languages, cultures and political systems;
|
•
|
differing labor standards, including restrictions related to, and the increased cost of, terminating employees in some countries;
|
•
|
the need for localized software and licensing programs;
|
•
|
the need for localized language support;
|
•
|
reduced protection for intellectual property rights in some countries and practical difficulties of enforcing rights abroad; and
|
•
|
compliance with the laws of numerous foreign taxing jurisdictions, including withholding obligations, and overlapping of different tax regimes.
|
•
|
issue additional equity securities that would dilute our existing stockholders;
|
•
|
use cash that we may need in the future to operate our business;
|
•
|
incur large charges or substantial liabilities associated with the acquisition;
|
•
|
incur acquisition-related costs, which would be recognized as current period expenses;
|
•
|
encounter difficulties maintaining relationships with customers and partners of the acquired business;
|
•
|
encounter difficulties incorporating acquired technologies and rights into our platform, providing access and rights to our internal systems, and of maintaining quality and security standards consistent with our reputation and brand;
|
•
|
incur debt on terms unfavorable to us or that we are unable to repay;
|
•
|
encounter difficulties retaining key employees of the acquired company, integrating diverse software codes or business cultures or coordinating organizations that are geographically diverse and that have different business cultures; and
|
•
|
become subject to adverse tax consequences, substantial depreciation or deferred compensation charges.
|
•
|
sell or otherwise dispose of our assets;
|
•
|
make material changes in our business;
|
•
|
enter into a transaction in which stockholders who were not stockholders immediately prior to such transaction own more than 40% of our voting stock after giving effect to such transaction;
|
•
|
consolidate, merge with, or acquire other entities;
|
•
|
incur additional indebtedness;
|
•
|
create liens on our assets;
|
•
|
pay dividends or make other distributions on our capital stock;
|
•
|
make investments;
|
•
|
enter into transactions with affiliates; and
|
•
|
pay off or redeem subordinated indebtedness.
|
•
|
establishing a classified board of directors whose members serve staggered three-year terms;
|
•
|
authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;
|
•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
limiting the ability of our stockholders to call and bring business before special meetings;
|
•
|
requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;
|
•
|
controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and
|
•
|
authorizing two classes of common stock, as discussed above.
|
•
|
price and volume fluctuations in the overall stock market from time to time;
|
•
|
volatility in the market prices and trading volumes of technology securities;
|
•
|
changes in operating performance and stock market valuations of other technology companies generally or those in our industry in particular;
|
•
|
sales of shares of our Class A common stock by us or our stockholders;
|
•
|
failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;
|
•
|
the financial projections we may provide to the public, any changes in those projections or our failure to meet those projections;
|
•
|
announcements by us or our competitors of new products or services;
|
•
|
the public’s reaction to our press releases, other public announcements and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
actual or anticipated changes in our operating results or fluctuations in our operating results;
|
•
|
actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
|
•
|
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;
|
•
|
announced or completed acquisitions of businesses or technologies by us or our competitors;
|
•
|
political, economic and regulatory developments in the United States, including as a result of the recent presidential election;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
•
|
changes in accounting standards, policies, guidelines, interpretations or principles;
|
•
|
any significant change in our management; and
|
•
|
general economic conditions and slow or negative growth of our markets.
|
|
High
|
|
Low
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
First quarter
|
$
|
15.91
|
|
|
$
|
9.20
|
|
Second quarter
|
$
|
16.58
|
|
|
$
|
11.91
|
|
Third quarter
|
$
|
20.38
|
|
|
$
|
15.46
|
|
Fourth quarter
|
$
|
22.95
|
|
|
$
|
16.95
|
|
Year Ended December 31, 2015
|
|
|
|
||||
Second quarter (commencing June 19, 2015)
|
$
|
16.25
|
|
|
$
|
11.56
|
|
Third quarter
|
$
|
17.45
|
|
|
$
|
9.14
|
|
Fourth quarter
|
$
|
18.39
|
|
|
$
|
14.17
|
|
|
Base Period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Company / Index
|
6/19/2015
|
|
6/30/2015
|
|
9/30/2015
|
|
12/31/2015
|
|
3/31/2016
|
|
6/30/2016
|
|
9/30/2016
|
|
12/31/2016
|
||||||||||||||||
MINDBODY, Inc.
|
$
|
100.00
|
|
|
$
|
119.64
|
|
|
$
|
135.21
|
|
|
$
|
130.88
|
|
|
$
|
115.31
|
|
|
$
|
139.62
|
|
|
$
|
170.07
|
|
|
$
|
184.26
|
|
S&P 500 Index
|
100.00
|
|
|
97.83
|
|
|
91.53
|
|
|
97.97
|
|
|
99.29
|
|
|
101.73
|
|
|
105.65
|
|
|
109.69
|
|
||||||||
NASDAQ Computer
Index
|
100.00
|
|
|
96.91
|
|
|
92.35
|
|
|
102.13
|
|
|
103.48
|
|
|
99.77
|
|
|
114.69
|
|
|
116.46
|
|
|
Year Ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Revenue
|
$
|
139,021
|
|
|
$
|
101,369
|
|
|
$
|
70,010
|
|
|
$
|
48,687
|
|
|
$
|
31,999
|
|
Cost of revenue (1)
|
43,080
|
|
|
37,190
|
|
|
30,004
|
|
|
21,890
|
|
|
13,411
|
|
|||||
Gross profit
|
95,941
|
|
|
64,179
|
|
|
40,006
|
|
|
26,797
|
|
|
18,588
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales and marketing (1)
|
56,460
|
|
|
46,345
|
|
|
30,922
|
|
|
20,957
|
|
|
11,735
|
|
|||||
Research and development (1)
|
30,316
|
|
|
23,057
|
|
|
16,167
|
|
|
10,517
|
|
|
3,741
|
|
|||||
General and administrative (1)
|
30,497
|
|
|
29,530
|
|
|
18,422
|
|
|
10,730
|
|
|
8,111
|
|
|||||
Change in fair value of contingent consideration
|
—
|
|
|
(11
|
)
|
|
(1,434
|
)
|
|
428
|
|
|
—
|
|
|||||
Total operating expenses
|
117,273
|
|
|
98,921
|
|
|
64,077
|
|
|
42,632
|
|
|
23,587
|
|
|||||
Loss from operations
|
(21,332
|
)
|
|
(34,742
|
)
|
|
(24,071
|
)
|
|
(15,835
|
)
|
|
(4,999
|
)
|
|||||
Change in fair value of preferred stock warrant
|
—
|
|
|
(25
|
)
|
|
(283
|
)
|
|
(302
|
)
|
|
(515
|
)
|
|||||
Interest expense, net
|
(1,123
|
)
|
|
(943
|
)
|
|
(68
|
)
|
|
(21
|
)
|
|
(9
|
)
|
|||||
Other income (expense), net
|
(203
|
)
|
|
(132
|
)
|
|
(68
|
)
|
|
(26
|
)
|
|
17
|
|
|||||
Loss before provision for income taxes
|
(22,658
|
)
|
|
(35,842
|
)
|
|
(24,490
|
)
|
|
(16,184
|
)
|
|
(5,506
|
)
|
|||||
Provision for income taxes
|
321
|
|
|
246
|
|
|
116
|
|
|
63
|
|
|
13
|
|
|||||
Net loss
|
(22,979
|
)
|
|
(36,088
|
)
|
|
(24,606
|
)
|
|
(16,247
|
)
|
|
(5,519
|
)
|
|||||
Accretion of redeemable convertible preferred stock
|
—
|
|
|
(9,862
|
)
|
|
(21,311
|
)
|
|
(27,892
|
)
|
|
(13,025
|
)
|
|||||
Deemed dividend—preferred stock modification
|
—
|
|
|
1,748
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net loss attributable to common stockholders
|
$
|
(22,979
|
)
|
|
$
|
(44,202
|
)
|
|
$
|
(45,917
|
)
|
|
$
|
(44,139
|
)
|
|
$
|
(18,544
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.58
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
(4.17
|
)
|
|
$
|
(4.10
|
)
|
|
$
|
(1.84
|
)
|
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
39,912,566
|
|
|
26,319,903
|
|
|
11,013,658
|
|
|
10,757,938
|
|
|
10,102,216
|
|
(1)
|
Cost of revenue and operating expenses include stock-based compensation expense as follows:
|
|
Year Ended December 31,
|
||||||||||||||||||
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||
Cost of revenue
|
$
|
910
|
|
|
$
|
651
|
|
|
$
|
220
|
|
|
$
|
51
|
|
|
$
|
—
|
|
Sales and marketing
|
2,059
|
|
|
3,533
|
|
|
196
|
|
|
56
|
|
|
—
|
|
|||||
Research and development
|
1,971
|
|
|
902
|
|
|
298
|
|
|
68
|
|
|
—
|
|
|||||
General and administrative
|
3,823
|
|
|
3,289
|
|
|
1,023
|
|
|
252
|
|
|
1,484
|
|
|||||
Total stock-based compensation expense
|
$
|
8,763
|
|
|
$
|
8,375
|
|
|
$
|
1,737
|
|
|
$
|
427
|
|
|
$
|
1,484
|
|
|
As of December 31,
|
|||||||||||
2016
|
2015
|
2014
|
2013
|
|||||||||
(in thousands)
|
||||||||||||
Cash and cash equivalents
|
$
|
85,864
|
|
$
|
93,405
|
|
$
|
34,675
|
|
$
|
9,545
|
|
Restricted cash
|
—
|
|
—
|
|
772
|
|
2,533
|
|
||||
Working capital
|
77,958
|
|
86,781
|
|
26,962
|
|
3,359
|
|
||||
Total assets
|
143,515
|
|
141,414
|
|
73,051
|
|
30,735
|
|
||||
Total deferred revenue
|
8,128
|
|
5,253
|
|
2,756
|
|
2,002
|
|
||||
Total financing obligation
|
15,961
|
|
16,427
|
|
15,654
|
|
3,872
|
|
||||
Preferred stock warrant
|
—
|
|
—
|
|
1,188
|
|
905
|
|
||||
Total redeemable convertible preferred stock
|
—
|
|
—
|
|
166,448
|
|
95,224
|
|
||||
Total stockholders’ equity (deficit)
|
101,656
|
|
105,783
|
|
(124,925
|
)
|
(81,115
|
)
|
|
As of and for the Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Subscribers (end of period)
|
60,385
|
|
|
51,481
|
|
|
40,517
|
|
|||
Average monthly revenue per subscriber
|
$
|
205
|
|
|
$
|
182
|
|
|
$
|
155
|
|
Payments volume (in billions)
|
$
|
6.47
|
|
|
$
|
5.10
|
|
|
$
|
4.10
|
|
Dollar-based net expansion rate (end of period)
|
108
|
%
|
|
113
|
%
|
|
109
|
%
|
•
|
Subscribers
. Subscribers are defined as unique physical business locations or individual practitioners who have active subscriptions to our platform as of the end of the period. We believe the number of subscribers is one indicator of the growth of our platform, but the revenue contribution of individual subscribers can vary widely. Subscribers with commercial business locations who employ multiple practitioners, have complete payments integrations, and who opt into our MINDBODY network tend to contribute far greater revenue than those that do not. Growth in the number of subscribers depends, in part, on our ability to successfully develop and market our platform to wellness businesses and their consumers who have not yet become part of our network. While growth in the number of subscribers can be an important indicator of expected revenue growth, it also informs our management’s decisions with respect to the areas of our business that will require further investment in order to support expected future subscriber growth. For example, as the number of subscribers increases, we may need to increase the headcount in our customer support organization, and also increase our IT infrastructure capital expenditures in order to maintain the effectiveness of our platform and the performance of our software for our subscribers and their consumers. The number of subscribers has increased year over year, and we expect the number of subscribers to continue to increase over time, however, the impact of our business strategy, including pricing changes and the manner in which we direct our sales and marketing resources, could cause the total number of subscribers to fluctuate from quarter to quarter. The growth rate of the number of subscribers declined in 2016 and 2015, and we expect the growth rate to continue to decline in the future as we focus on high value subscribers and as the size of our subscriber base increases.
|
•
|
Average Monthly Revenue per Subscriber
. We believe that our ability to increase the average monthly revenue per subscriber, which we also refer to as ARPS, is an indicator of our ability to increase the long-term value of our existing subscriber relationships. ARPS is calculated by dividing the subscription and services and payments revenue generated in a given month by the number of subscribers at the end of the previous month. For periods greater than one month, ARPS is the sum of the average monthly revenue per subscriber for each month in the applicable period, divided by the number of months in the period. For example, the ARPS measurement period in the table above was measured over the twelve months ended December 31, 2016, 2015 and 2014. ARPS increased for the year ended
December 31, 2016
compared to the year ended
December 31, 2015
, and we expect it to continue to increase in the future, although we expect the growth rate to fluctuate over time.
|
•
|
Payments Volume
. We believe that payments volume is an indicator of the underlying current health of our subscribers’ businesses and of consumer spending trends as well as being a major driver of our payments revenue. Payments volume is the total dollar volume of transactions between our subscribers and their consumers utilizing our payments platform. Payments volume increased for the year ended
December 31, 2016
compared to the year ended
December 31, 2015
, and we expect it to continue to increase in the future. The growth rate in payments volume increased for the year ended
December 31, 2016
compared to the year ended
December 31, 2015
, and we expect it to fluctuate over time.
|
•
|
Dollar-Based Net Expansion Rate
. Our business model focuses on maximizing the lifetime value of a subscriber relationship. We can achieve this by focusing on delivering value and functionality that retains our existing subscribers and by expanding the revenue derived from our subscribers over the lifetime of the relationship by upselling the subscriber to higher priced subscription plans, through the utilization of our premium customer support offering, by increasing the value of transactions processed through our payments platform, and through services provided by our API and technology partners. We assess our performance in this area by measuring our dollar-based net expansion rate. Our dollar-based net expansion rate provides a measurement of our ability to increase revenue across our existing customer base, offset by churn, downgrades in subscriptions, reduction in services utilization and reductions in the value of transactions that our subscribers process through our payments platform. Our dollar-based net expansion rate is based upon our monthly subscription and services and payments revenue for a set of subscriber accounts. We calculate our dollar-based net expansion rate by dividing our retained revenue net of contraction and churn by our base revenue. We define our base revenue as the aggregate monthly subscription and services and payments revenue of our subscriber base as of the date one year prior to the date of calculation. We define our retained revenue net of contraction and churn as the aggregate monthly subscription and services and payments revenue of the same subscriber base included in our measure of base revenue at the end of the period being measured. We expect our dollar based net expansion rate to fluctuate over time.
|
•
|
Although depreciation and amortization expense are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
Adjusted EBITDA does not reflect: (1) changes in, or cash requirements for, our working capital needs; (2) the potentially dilutive impact of stock-based compensation; or (3) tax payments that may represent a reduction in cash available to us;
|
•
|
Adjusted EBITDA excludes stock-based compensation expense, which has been and will continue to be for the foreseeable future a significant recurring expense in our business; and
|
•
|
Other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
(in thousands)
|
|||||||||||
Net loss
|
$
|
(22,979
|
)
|
|
$
|
(36,088
|
)
|
|
$
|
(24,606
|
)
|
Stock-based compensation expense
|
8,763
|
|
|
8,375
|
|
|
1,737
|
|
|||
Depreciation and amortization
|
7,755
|
|
|
6,516
|
|
|
4,574
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
(11
|
)
|
|
(1,434
|
)
|
|||
Change in fair value of preferred stock warrant
|
—
|
|
|
25
|
|
|
283
|
|
|||
Impairment charges
|
—
|
|
|
—
|
|
|
426
|
|
|||
Provision for income taxes
|
321
|
|
|
246
|
|
|
116
|
|
|||
Other expense, net
|
1,326
|
|
|
1,075
|
|
|
136
|
|
|||
Adjusted EBITDA
|
$
|
(4,814
|
)
|
|
$
|
(19,862
|
)
|
|
$
|
(18,768
|
)
|
•
|
Subscription and services
. Subscription and services revenue is generated primarily from sales of subscriptions to our cloud-based business management software for the wellness services industry. The majority of subscription fees are prepaid by subscribers on a monthly basis via a credit card and, to a lesser extent, billed to subscribers on an annual or quarterly basis. Additionally, our subscribers can choose to enter into a separate contract with our technology partners to purchase additional features and functionality. We receive a revenue share from these arrangements from our technology partners, which is recognized when earned. We also earn revenue from API partners for subscriber site access, data query, and consumer bookings through our platform. The revenue from API partners is recognized when earned. Subscription revenue is recognized ratably over the term of the subscription agreement. Amounts invoiced in excess of revenue recognized are deferred. Service revenue is generated primarily through our premium customer support offering and is recognized in the period in which it is earned. We expect our subscription and services revenue to increase as we continue to increase the number of our subscribers, increase the average monthly subscription revenue per subscriber, and increase our revenue from our technology and API partners.
|
•
|
Payments
. We earn payments revenue from revenue share arrangements with third-party payment processors on transactions between our subscribers who utilize our payments platform and their consumers. These payment transactions are generally related to purchases of classes, goods or services through a subscriber’s website, at its business location, and through the MINDBODY app. These transaction fees are recorded as revenue on a net basis when the payment transactions occur. We expect our payments revenue to increase in absolute dollars as we add new subscribers who utilize our payments platform and as existing subscribers increase the volume of transactions that they process through our payments platform.
|
•
|
Product and other
. We offer various point-of-sale system products and physical gift cards to our subscribers. Product and other revenue is recognized upon the delivery of these products to our subscribers.
|
•
|
Sales and marketing
. Sales and marketing expense consists primarily of personnel costs, including salaries, benefits, bonuses, stock-based compensation and commission costs for our sales and marketing personnel. Sales and marketing expense also includes costs for market development programs, advertising, lead generation, promotional and other marketing activities, and allocated overhead. Sales and marketing expense is our largest operating expense, driving growth in subscribers, ARPS and consumer adoption, and we expect to continue to increase this expense in absolute dollars as we increase our sales and marketing efforts, although such expense may fluctuate as a percentage of total revenue.
|
•
|
Research and development
. Research and development expense consists primarily of personnel costs, including salaries, benefits, bonuses, and stock-based compensation for our development personnel. Research and development expense also includes outsourced software development costs and allocated overhead. We expect research and development expense to continue to increase in absolute dollars as we continue to invest in our research and product development efforts to enhance our product capabilities and access new markets, although such expense may fluctuate as a percentage of total revenue.
|
•
|
General and administrative
. General and administrative expense consists primarily of personnel costs, including salaries, benefits, bonuses, and stock-based compensation for our executive, finance, legal, human resources, information technology, and other administrative personnel. General and administrative expense also includes consulting, legal and accounting services and allocated overhead. We expect general and administrative expense to continue to increase in absolute dollars as we grow our operations and operate as a public company, although we expect such expense to continue to decline as a percentage of total revenue.
|
•
|
Change in fair value of contingent consideration
. We recognized a contingent consideration liability related to an earn-out provision from our acquisition of Jill’s List in 2013, which was subsequently re-measured to fair value at each balance sheet date with a corresponding charge recorded within operating expenses. The period during which earn-out consideration could be earned ended in the second quarter of 2015, at which time the associated liability was permanently extinguished and was no longer subject to fair value accounting.
|
•
|
Change in fair value of preferred stock warrant
. The preferred stock warrant was classified as a liability on our consolidated balance sheet and re-measured to fair value at each balance sheet date with the corresponding charge recorded as change in fair value of preferred stock warrant. Upon the completion of our initial public offering, or IPO, the preferred stock warrant liability was reclassified to stockholders’ equity, at which time it was no longer subject to fair value accounting.
|
•
|
Interest expense, net
. Interest expense, net consists primarily of the interest incurred on the financing obligation associated with our build-to-suit lease arrangement and interest earned on our cash and cash equivalent balances. We entered into a line of credit agreement in January 2015, and any future draws on this agreement will incur interest expense and result in increased interest expense in future periods.
|
•
|
Other expense, net
. Other expense, net consists primarily of gains and losses on disposals of property and equipment, gains and losses from foreign currency transactions, and other income and expenses.
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
(in thousands)
|
|||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
||||||
Revenue
|
$
|
139,021
|
|
|
$
|
101,369
|
|
|
$
|
70,010
|
|
Cost of revenue(1)
|
43,080
|
|
|
37,190
|
|
|
30,004
|
|
|||
Gross profit
|
95,941
|
|
|
64,179
|
|
|
40,006
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Sales and marketing(1)
|
56,460
|
|
|
46,345
|
|
|
30,922
|
|
|||
Research and development(1)
|
30,316
|
|
|
23,057
|
|
|
16,167
|
|
|||
General and administrative(1)
|
30,497
|
|
|
29,530
|
|
|
18,422
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
(11
|
)
|
|
(1,434
|
)
|
|||
Total operating expenses
|
117,273
|
|
|
98,921
|
|
|
64,077
|
|
|||
Loss from operations
|
(21,332
|
)
|
|
(34,742
|
)
|
|
(24,071
|
)
|
|||
Change in fair value of preferred stock warrant
|
—
|
|
|
(25
|
)
|
|
(283
|
)
|
|||
Interest expense, net
|
(1,123
|
)
|
|
(943
|
)
|
|
(68
|
)
|
|||
Other expense, net
|
(203
|
)
|
|
(132
|
)
|
|
(68
|
)
|
|||
Loss before provision for income taxes
|
(22,658
|
)
|
|
(35,842
|
)
|
|
(24,490
|
)
|
|||
Provision for income taxes
|
321
|
|
|
246
|
|
|
116
|
|
|||
Net loss
|
$
|
(22,979
|
)
|
|
$
|
(36,088
|
)
|
|
$
|
(24,606
|
)
|
|
Year Ended December 31,
|
|||||||
2016
|
|
2015
|
|
2014
|
||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
31
|
%
|
|
37
|
%
|
|
43
|
%
|
Gross profit
|
69
|
%
|
|
63
|
%
|
|
57
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing
|
40
|
%
|
|
45
|
%
|
|
44
|
%
|
Research and development
|
22
|
%
|
|
23
|
%
|
|
23
|
%
|
General and administrative
|
22
|
%
|
|
29
|
%
|
|
26
|
%
|
Change in fair value of contingent consideration
|
—
|
%
|
|
—
|
%
|
|
(2
|
)%
|
Total operating expenses
|
84
|
%
|
|
97
|
%
|
|
91
|
%
|
Loss from operations
|
(15
|
)%
|
|
(34
|
)%
|
|
(34
|
)%
|
Change in fair value of preferred stock warrant
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
Interest expense, net
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
Other expense, net
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
Loss before provision for income taxes
|
(16
|
)%
|
|
(36
|
)%
|
|
(35
|
)%
|
Provision for income taxes
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Net loss
|
(17
|
)%
|
|
(36
|
)%
|
|
(35
|
)%
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Cost of revenue
|
$
|
910
|
|
|
$
|
651
|
|
|
$
|
220
|
|
Sales and marketing
|
2,059
|
|
|
3,533
|
|
|
196
|
|
|||
Research and development
|
1,971
|
|
|
902
|
|
|
298
|
|
|||
General and administrative
|
3,823
|
|
|
3,289
|
|
|
1,023
|
|
|||
Total stock-based compensation expense
|
$
|
8,763
|
|
|
$
|
8,375
|
|
|
$
|
1,737
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Subscription and services
|
$
|
82,919
|
|
|
$
|
61,339
|
|
|
$
|
21,580
|
|
|
35
|
%
|
Payments
|
53,808
|
|
|
37,460
|
|
|
16,348
|
|
|
44
|
%
|
|||
Product and other
|
2,294
|
|
|
2,570
|
|
|
(276
|
)
|
|
(11
|
)%
|
|||
Total revenue
|
$
|
139,021
|
|
|
$
|
101,369
|
|
|
$
|
37,652
|
|
|
37
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
43,080
|
|
|
$
|
37,190
|
|
|
$
|
5,890
|
|
|
16
|
%
|
Gross margin
|
69
|
%
|
|
63
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Sales and marketing
|
$
|
56,460
|
|
|
$
|
46,345
|
|
|
$
|
10,115
|
|
|
22
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Research and development
|
$
|
30,316
|
|
|
$
|
23,057
|
|
|
$
|
7,259
|
|
|
31
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
General and Administrative
|
$
|
30,497
|
|
|
$
|
29,530
|
|
|
$
|
967
|
|
|
3
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2016
|
|
2015
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Interest expense, net
|
$
|
1,123
|
|
|
$
|
943
|
|
|
$
|
180
|
|
|
19
|
%
|
Other expense, net
|
203
|
|
|
132
|
|
|
71
|
|
|
54
|
%
|
|||
Provision for income taxes
|
321
|
|
|
246
|
|
|
75
|
|
|
30
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2015
|
|
2014
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||
Subscription and services
|
$
|
61,339
|
|
|
$
|
40,501
|
|
|
$
|
20,838
|
|
|
51
|
%
|
Payments
|
37,460
|
|
|
26,060
|
|
|
$
|
11,400
|
|
|
44
|
%
|
||
Product and other
|
2,570
|
|
|
3,449
|
|
|
$
|
(879
|
)
|
|
(25
|
)%
|
||
Total revenue
|
$
|
101,369
|
|
|
$
|
70,010
|
|
|
$
|
31,359
|
|
|
45
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2015
|
|
2014
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
37,190
|
|
|
$
|
30,004
|
|
|
$
|
7,186
|
|
|
24
|
%
|
Gross margin
|
63
|
%
|
|
57
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2015
|
|
2014
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Sales and marketing
|
$
|
46,345
|
|
|
$
|
30,922
|
|
|
$
|
15,423
|
|
|
50
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2015
|
|
2014
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Research and development
|
$
|
23,057
|
|
|
$
|
16,167
|
|
|
$
|
6,890
|
|
|
43
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2015
|
|
2014
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
General and Administrative
|
$
|
29,530
|
|
|
$
|
18,422
|
|
|
$
|
11,108
|
|
|
60
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
2015
|
|
2014
|
|
$
|
|
%
|
||||||||
(dollars in thousands)
|
||||||||||||||
Change in fair value of contingent consideration
|
$
|
(11
|
)
|
|
$
|
(1,434
|
)
|
|
$
|
1,423
|
|
|
(99
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
Dec. 31,
2016 |
|
Sept. 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
|
Dec. 31,
2015 |
|
Sept. 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
|||||||||||||||||
(in thousands, except share and per share data)
|
|||||||||||||||||||||||||||||||
Revenue
|
$
|
38,191
|
|
|
$
|
35,262
|
|
|
$
|
33,561
|
|
|
$
|
32,006
|
|
|
$
|
28,265
|
|
|
$
|
26,081
|
|
|
$
|
24,760
|
|
|
$
|
22,263
|
|
Cost of revenue
(1)
|
11,423
|
|
|
10,972
|
|
|
10,713
|
|
|
9,972
|
|
|
10,092
|
|
|
9,596
|
|
|
8,809
|
|
|
8,693
|
|
||||||||
Gross profit
|
26,768
|
|
|
24,290
|
|
|
22,848
|
|
|
22,034
|
|
|
18,173
|
|
|
16,485
|
|
|
15,951
|
|
|
13,570
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
(1)
|
14,926
|
|
|
14,599
|
|
|
13,706
|
|
|
13,229
|
|
|
12,419
|
|
|
12,389
|
|
|
11,820
|
|
|
9,717
|
|
||||||||
Research and development
(1)
|
7,558
|
|
|
7,747
|
|
|
7,594
|
|
|
7,417
|
|
|
6,844
|
|
|
6,012
|
|
|
5,476
|
|
|
4,725
|
|
||||||||
General and administrative
(1)
|
7,947
|
|
|
7,346
|
|
|
7,681
|
|
|
7,523
|
|
|
8,232
|
|
|
7,256
|
|
|
7,262
|
|
|
6,780
|
|
||||||||
Change in fair value of contingent consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||||||
Total operating expenses
|
30,431
|
|
|
29,692
|
|
|
28,981
|
|
|
28,169
|
|
|
27,495
|
|
|
25,657
|
|
|
24,547
|
|
|
21,222
|
|
||||||||
Loss from operations
|
(3,663
|
)
|
|
(5,402
|
)
|
|
(6,133
|
)
|
|
(6,135
|
)
|
|
(9,322
|
)
|
|
(9,172
|
)
|
|
(8,596
|
)
|
|
(7,652
|
)
|
||||||||
Change in fair value of preferred stock warrant
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
(150
|
)
|
||||||||
Interest expense, net
|
(258
|
)
|
|
(261
|
)
|
|
(292
|
)
|
|
(312
|
)
|
|
(331
|
)
|
|
(335
|
)
|
|
(263
|
)
|
|
(14
|
)
|
||||||||
Other expense, net
|
23
|
|
|
(90
|
)
|
|
(61
|
)
|
|
(74
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(53
|
)
|
|
(39
|
)
|
||||||||
Loss before provision for income taxes
|
(3,898
|
)
|
|
(5,753
|
)
|
|
(6,486
|
)
|
|
(6,521
|
)
|
|
(9,673
|
)
|
|
(9,527
|
)
|
|
(8,787
|
)
|
|
(7,855
|
)
|
||||||||
Provision for income taxes
|
42
|
|
|
142
|
|
|
64
|
|
|
73
|
|
|
77
|
|
|
101
|
|
|
62
|
|
|
6
|
|
||||||||
Net loss
|
(3,940
|
)
|
|
(5,895
|
)
|
|
(6,550
|
)
|
|
(6,594
|
)
|
|
(9,750
|
)
|
|
(9,628
|
)
|
|
(8,849
|
)
|
|
(7,861
|
)
|
||||||||
Accretion of redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,403
|
)
|
|
(5,459
|
)
|
||||||||
Deemed dividend—preferred stock modification
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,748
|
|
||||||||
Net loss attributable to common stockholders
|
$
|
(3,940
|
)
|
|
$
|
(5,895
|
)
|
|
$
|
(6,550
|
)
|
|
$
|
(6,594
|
)
|
|
$
|
(9,750
|
)
|
|
$
|
(9,628
|
)
|
|
$
|
(13,252
|
)
|
|
$
|
(11,572
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
(0.10
|
)
|
|
(0.15
|
)
|
|
(0.16
|
)
|
|
(0.17
|
)
|
|
(0.25
|
)
|
|
(0.25
|
)
|
|
(0.87
|
)
|
|
(1.03
|
)
|
||||||||
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
40,521,051
|
|
|
39,965,454
|
|
|
39,706,473
|
|
|
39,450,020
|
|
|
39,208,021
|
|
|
39,181,118
|
|
|
15,267,325
|
|
|
11,201,755
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
Dec. 31,
2016 |
|
Sept. 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
|
Dec. 31,
2015 |
|
Sept. 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
|||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||||||||||
Cost of revenue
|
$
|
244
|
|
|
$
|
231
|
|
|
$
|
220
|
|
|
$
|
215
|
|
|
$
|
200
|
|
|
$
|
219
|
|
|
$
|
132
|
|
|
$
|
100
|
|
Sales and marketing
|
423
|
|
|
613
|
|
|
440
|
|
|
583
|
|
|
1,046
|
|
|
1,043
|
|
|
903
|
|
|
541
|
|
||||||||
Research and development
|
515
|
|
|
490
|
|
|
470
|
|
|
495
|
|
|
356
|
|
|
288
|
|
|
162
|
|
|
96
|
|
||||||||
General and administrative
|
975
|
|
|
975
|
|
|
1,253
|
|
|
620
|
|
|
1,523
|
|
|
735
|
|
|
628
|
|
|
403
|
|
||||||||
Total stock-based compensation expense
|
$
|
2,157
|
|
|
$
|
2,309
|
|
|
$
|
2,383
|
|
|
$
|
1,913
|
|
|
$
|
3,125
|
|
|
$
|
2,285
|
|
|
$
|
1,825
|
|
|
$
|
1,140
|
|
|
Three Months Ended
|
||||||||||||||||||||||
Dec. 31,
2016 |
|
Sept. 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
|
Dec. 31,
2015 |
|
Sept. 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
|||||||||
(percentage of revenue)
|
|||||||||||||||||||||||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
30
|
%
|
|
31
|
%
|
|
32
|
%
|
|
31
|
%
|
|
36
|
%
|
|
37
|
%
|
|
36
|
%
|
|
39
|
%
|
Gross margin
|
70
|
%
|
|
69
|
%
|
|
68
|
%
|
|
69
|
%
|
|
64
|
%
|
|
63
|
%
|
|
64
|
%
|
|
61
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
39
|
%
|
|
41
|
%
|
|
41
|
%
|
|
41
|
%
|
|
44
|
%
|
|
47
|
%
|
|
48
|
%
|
|
44
|
%
|
Research and development
|
20
|
%
|
|
22
|
%
|
|
22
|
%
|
|
23
|
%
|
|
24
|
%
|
|
23
|
%
|
|
22
|
%
|
|
21
|
%
|
General and administrative
|
21
|
%
|
|
21
|
%
|
|
23
|
%
|
|
24
|
%
|
|
29
|
%
|
|
28
|
%
|
|
29
|
%
|
|
30
|
%
|
Change in fair value of contingent
consideration
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total operating expenses
|
80
|
%
|
|
84
|
%
|
|
86
|
%
|
|
88
|
%
|
|
97
|
%
|
|
98
|
%
|
|
99
|
%
|
|
95
|
%
|
Loss from operations
|
(10
|
)%
|
|
(15
|
)%
|
|
(18
|
)%
|
|
(19
|
)%
|
|
(33
|
)%
|
|
(35
|
)%
|
|
(35
|
)%
|
|
(34
|
)%
|
Change in fair value of preferred stock
warrant
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
(1
|
)%
|
Interest expense, net
|
—
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
Other expense, net
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Loss before provision for income taxes
|
(10
|
)%
|
|
(16
|
)%
|
|
(19
|
)%
|
|
(20
|
)%
|
|
(34
|
)%
|
|
(36
|
)%
|
|
(36
|
)%
|
|
(35
|
)%
|
Provision for income taxes
|
—
|
%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
(1
|
)%
|
|
—
|
%
|
|
(1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Net loss
|
(10
|
)%
|
|
(17
|
)%
|
|
(20
|
)%
|
|
(21
|
)%
|
|
(34
|
)%
|
|
(37
|
)%
|
|
(36
|
)%
|
|
(35
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
Dec. 31,
2016 |
|
Sept. 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
|
Dec. 31,
2015 |
|
Sept. 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
|||||||||||||||||
(in thousands)
|
|||||||||||||||||||||||||||||||
Net loss
|
$
|
(3,940
|
)
|
|
$
|
(5,895
|
)
|
|
$
|
(6,550
|
)
|
|
$
|
(6,594
|
)
|
|
$
|
(9,750
|
)
|
|
$
|
(9,628
|
)
|
|
$
|
(8,849
|
)
|
|
$
|
(7,861
|
)
|
Stock-based compensation
|
2,157
|
|
|
2,309
|
|
|
2,383
|
|
|
1,913
|
|
|
3,125
|
|
|
2,285
|
|
|
1,825
|
|
|
1,140
|
|
||||||||
Depreciation and amortization
|
2,084
|
|
|
2,013
|
|
|
1,810
|
|
|
1,848
|
|
|
1,859
|
|
|
1,808
|
|
|
1,631
|
|
|
1,218
|
|
||||||||
Change in fair value of contingent
consideration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
||||||||
Change in fair value of preferred stock
warrant
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
150
|
|
||||||||
Impairment changes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Provision for income tax
|
42
|
|
|
142
|
|
|
64
|
|
|
73
|
|
|
77
|
|
|
101
|
|
|
62
|
|
|
6
|
|
||||||||
Other expense, net
|
235
|
|
|
351
|
|
|
353
|
|
|
386
|
|
|
351
|
|
|
355
|
|
|
316
|
|
|
53
|
|
||||||||
Adjusted EBITDA
|
$
|
578
|
|
|
$
|
(1,080
|
)
|
|
$
|
(1,940
|
)
|
|
$
|
(2,374
|
)
|
|
$
|
(4,338
|
)
|
|
$
|
(5,079
|
)
|
|
$
|
(5,151
|
)
|
|
$
|
(5,294
|
)
|
(1)
|
We define Adjusted EBITDA as our net loss before stock-based compensation expense, depreciation and amortization, change in fair value of contingent consideration, change in fair value of preferred stock warrant, impairment charges, provision for income taxes, and other income (expense), net, which consisted of interest income and expense, and other miscellaneous other income (expense).
|
|
As of December 31,
|
||||||||||
2016
|
|
2015
|
|||||||||
Cash and cash equivalents
|
|
|
|
$
|
85,864
|
|
|
$
|
93,405
|
|
|
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash used in operating activities
|
$
|
(3,896
|
)
|
|
$
|
(18,574
|
)
|
|
$
|
(17,928
|
)
|
Cash used in investing activities
|
(12,729
|
)
|
|
(12,131
|
)
|
|
(5,668
|
)
|
|||
Cash provided by financing activities
|
9,167
|
|
|
89,518
|
|
|
48,802
|
|
|
Payment Due by Period
|
||||||||||||||||||
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
|||||||||||
(in thousands)
|
|||||||||||||||||||
Operating leases (1)
|
$
|
18,829
|
|
|
$
|
2,100
|
|
|
$
|
3,997
|
|
|
$
|
3,588
|
|
|
$
|
9,144
|
|
Finance obligation, building leases (2)
|
26,181
|
|
|
1,630
|
|
|
3,408
|
|
|
3,616
|
|
|
17,527
|
|
|||||
Purchase commitments
|
7,090
|
|
|
3,270
|
|
|
3,820
|
|
|
—
|
|
|
—
|
|
|||||
Total minimum payments
|
$
|
52,100
|
|
|
$
|
7,000
|
|
|
$
|
11,225
|
|
|
$
|
7,204
|
|
|
$
|
26,671
|
|
(1)
|
We lease office facilities under various non-cancelable operating lease agreements.
|
(2)
|
For certain build-to-suit lease arrangements where we have concluded that we are the “deemed owner” of a building (for accounting purposes only) during the construction period, we are required to record an asset with a corresponding construction financing obligation for the costs incurred by the landlord.
|
•
|
persuasive evidence of an agreement exists;
|
•
|
the service has been or is being provided to the customer or delivery of the product has occurred;
|
•
|
fees are fixed or determinable; and
|
•
|
the collection of the fees is reasonably assured.
|
•
|
Fair value of common stock.
Prior to our IPO in June 2015, the fair value of the common stock underlying our stock-based awards was determined by our board of directors, with input from management and a third-party valuation firm as discussed below under the heading “Common Stock Valuations Prior to Our Initial Public Offering”. Since our IPO, the fair value of common stock was determined based on the closing market price of our Class A common stock as reported on the NASDAQ Stock Market at each grant date.
|
•
|
Expected term
. The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding.
|
•
|
Volatility
. As we have a limited trading history for our common stock, the expected stock price volatility for our common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the stock option grants. Industry peers consist of several public companies in our industry which are similar in size, stage of life cycle, and financial leverage. We did not rely on implied volatilities of traded stock options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue to consistently apply this methodology using the same or similar public companies until sufficient historical information regarding the volatility of our Class A common stock price becomes available, or unless circumstances change such that the identified companies are no longer similar to MINDBODY, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.
|
•
|
Risk-free interest rate
. We base the risk-free interest rate used in the Black-Scholes option-pricing model on the yields of U.S. Treasury securities with maturities appropriate for the term of employee stock option awards.
|
•
|
Dividend yield
. We have never declared or paid any cash dividends and do not presently plan to pay cash dividends on our common stock in the foreseeable future. Consequently, we used an expected dividend yield of zero.
|
|
Year Ended December 31,
|
||||
2016
|
|
2015
|
|
2014
|
|
Expected term (in years)
|
5.8
|
|
5.8
|
|
5.8-5.9
|
Expected volatility
|
44% - 45%
|
|
45% - 46%
|
|
48% - 51%
|
Risk-free interest rate
|
1.2% - 1.9%
|
|
1.4% - 1.8%
|
|
1.7% - 1.9%
|
Expected dividend yield
|
0%
|
|
0%
|
|
0%
|
•
|
contemporaneous valuations performed by unrelated third-party specialists;
|
•
|
the prices, rights, preferences, and privileges of our redeemable convertible preferred stock relative to those of our common stock;
|
•
|
the prices of our redeemable convertible preferred stock and common stock sold to outside investors in arm’s-length transactions;
|
•
|
the lack of marketability of our common stock;
|
•
|
our actual operating and financial performance;
|
•
|
current business conditions and projections;
|
•
|
our hiring of key personnel and the experience of our management;
|
•
|
our history and the timing of the introduction of new products and services;
|
•
|
our stage of development;
|
•
|
the likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our company given prevailing market conditions;
|
•
|
the illiquidity of stock-based awards involving securities in a private company;
|
•
|
the market performance of comparable publicly traded companies; and
|
•
|
the U.S. and global capital market conditions.
|
|
|
MINDBODY, Inc.
|
|
|
|
|
|
Date:
|
February 28, 2017
|
By:
|
/s/ Richard Stollmeyer
|
|
|
|
Richard Stollmeyer
|
|
|
President and Chief Executive Officer
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Richard Stollmeyer
|
|
President and Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 28, 2017
|
Richard Stollmeyer
|
|
|
|
|
|
|
|
|
|
/s/ Brett White
|
|
Chief Financial Officer and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
February 28, 2017
|
Brett White
|
|
|
|
|
|
|
|
|
|
/s/ Katherine Blair Christie
|
|
Director
|
|
February 28, 2017
|
Katherine Blair Christie
|
|
|
|
|
|
|
|
|
|
/s/ Gail Goodman
|
|
Director
|
|
February 28, 2017
|
Gail Goodman
|
|
|
|
|
|
|
|
|
|
/s/ Cipora Herman
|
|
Director
|
|
February 28, 2017
|
Cipora Herman
|
|
|
|
|
|
|
|
|
|
/s/ Jeremy Levine
|
|
Director
|
|
February 28, 2017
|
Jeremy Levine
|
|
|
|
|
|
|
|
|
|
/s/ Eric Liaw
|
|
Director
|
|
February 28, 2017
|
Eric Liaw
|
|
|
|
|
|
|
|
|
|
/s/ Adam Miller
|
|
Director
|
|
February 28, 2017
|
Adam Miller
|
|
|
|
|
|
|
|
|
|
/s/ Graham Smith
|
|
Director
|
|
February 28, 2017
|
Graham Smith
|
|
|
|
|
|
As of December 31,
|
||||||
2016
|
|
2015
|
|||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
85,864
|
|
|
$
|
93,405
|
|
Accounts receivable
|
9,129
|
|
|
6,643
|
|
||
Prepaid expenses and other current assets
|
3,702
|
|
|
3,082
|
|
||
Total current assets
|
98,695
|
|
|
103,130
|
|
||
Property and equipment, net
|
33,104
|
|
|
31,754
|
|
||
Intangible assets, net
|
2,027
|
|
|
636
|
|
||
Goodwill
|
9,039
|
|
|
5,396
|
|
||
Other noncurrent assets
|
650
|
|
|
498
|
|
||
TOTAL ASSETS
|
$
|
143,515
|
|
|
$
|
141,414
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
4,827
|
|
|
$
|
4,426
|
|
Accrued expenses and other liabilities
|
10,470
|
|
|
7,911
|
|
||
Deferred revenue, current portion
|
4,859
|
|
|
3,367
|
|
||
Other current liabilities
|
581
|
|
|
645
|
|
||
Total current liabilities
|
20,737
|
|
|
16,349
|
|
||
Deferred revenue, noncurrent portion
|
3,269
|
|
|
1,886
|
|
||
Deferred rent, noncurrent portion
|
1,387
|
|
|
1,254
|
|
||
Financing obligation on leases, noncurrent portion
|
15,450
|
|
|
15,961
|
|
||
Other noncurrent liabilities
|
1,016
|
|
|
181
|
|
||
Total liabilities
|
41,859
|
|
|
35,631
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Class A common stock, par value of $0.000004 per share; 1,000,000,000 shares authorized, 30,820,502 shares issued and outstanding as of December 31, 2016; 1,000,000,000 shares authorized, 14,931,016 shares issued and outstanding as of December 31, 2015
|
—
|
|
|
—
|
|
||
Class B common stock, par value of $0.000004 per share; 100,000,000 shares authorized, 9,777,757 shares issued and outstanding as of December 31, 2016; 100,000,000 shares authorized, 24,296,346 shares issued and outstanding as of December 31, 2015
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
289,317
|
|
|
270,436
|
|
||
Accumulated other comprehensive loss
|
(300
|
)
|
|
(271
|
)
|
||
Accumulated deficit
|
(187,361
|
)
|
|
(164,382
|
)
|
||
Total stockholders' equity
|
101,656
|
|
|
105,783
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
143,515
|
|
|
$
|
141,414
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Revenue
|
$
|
139,021
|
|
|
$
|
101,369
|
|
|
$
|
70,010
|
|
Cost of revenue
|
43,080
|
|
|
37,190
|
|
|
30,004
|
|
|||
Gross profit
|
95,941
|
|
|
64,179
|
|
|
40,006
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
56,460
|
|
|
46,345
|
|
|
30,922
|
|
|||
Research and development
|
30,316
|
|
|
23,057
|
|
|
16,167
|
|
|||
General and administrative
|
30,497
|
|
|
29,530
|
|
|
18,422
|
|
|||
Change in fair value of contingent consideration
|
—
|
|
|
(11
|
)
|
|
(1,434
|
)
|
|||
Total operating expenses
|
117,273
|
|
|
98,921
|
|
|
64,077
|
|
|||
Loss from operations
|
(21,332
|
)
|
|
(34,742
|
)
|
|
(24,071
|
)
|
|||
Change in fair value of preferred stock warrant
|
—
|
|
|
(25
|
)
|
|
(283
|
)
|
|||
Interest expense, net
|
(1,123
|
)
|
|
(943
|
)
|
|
(68
|
)
|
|||
Other expense, net
|
(203
|
)
|
|
(132
|
)
|
|
(68
|
)
|
|||
Loss before provision for income taxes
|
(22,658
|
)
|
|
(35,842
|
)
|
|
(24,490
|
)
|
|||
Provision for income taxes
|
321
|
|
|
246
|
|
|
116
|
|
|||
Net loss
|
(22,979
|
)
|
|
(36,088
|
)
|
|
(24,606
|
)
|
|||
Accretion of redeemable convertible preferred stock
|
—
|
|
|
(9,862
|
)
|
|
(21,311
|
)
|
|||
Deemed dividend—preferred stock modification
|
—
|
|
|
1,748
|
|
|
—
|
|
|||
Net loss attributable to common stockholders
|
$
|
(22,979
|
)
|
|
$
|
(44,202
|
)
|
|
$
|
(45,917
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.58
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
(4.17
|
)
|
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
39,912,566
|
|
|
26,319,903
|
|
|
11,013,658
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Net loss
|
$
|
(22,979
|
)
|
|
$
|
(36,088
|
)
|
|
$
|
(24,606
|
)
|
Other comprehensive loss, net of taxes:
|
|
|
|
|
|
||||||
Change in cumulative translation adjustment
|
(29
|
)
|
|
(139
|
)
|
|
(66
|
)
|
|||
Comprehensive loss
|
$
|
(23,008
|
)
|
|
$
|
(36,227
|
)
|
|
$
|
(24,672
|
)
|
|
Redeemable
Convertible Preferred Stock |
|
|
Class A
and B Common Stock (1) |
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Loss |
|
Accumulated
Deficit |
|
Total
Stockholders' Equity (Deficit) |
||||||||||||||||||
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||||||
Balance as of January 1, 2014
|
16,761,805
|
|
|
95,224
|
|
|
|
11,154,388
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(81,049
|
)
|
|
(81,115
|
)
|
||||||
Issuance of Series G redeemable convertible preferred stock (net of issuance costs of $130)
|
3,692,684
|
|
|
49,913
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of common stock for contingent consideration payment
|
—
|
|
|
—
|
|
|
|
29,900
|
|
|
—
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
322
|
|
||||||
Reclassification of restricted stock award liability to common stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
102
|
|
||||||
Accretion of redeemable convertible preferred stock to redemption value
|
—
|
|
|
21,311
|
|
|
|
—
|
|
|
—
|
|
|
(2,173
|
)
|
|
—
|
|
|
(19,138
|
)
|
|
(21,311
|
)
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,737
|
|
|
—
|
|
|
—
|
|
|
1,737
|
|
||||||
Repurchase of common stock from employees
|
—
|
|
|
—
|
|
|
|
(2,000
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
|
7,072
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,606
|
)
|
|
(24,606
|
)
|
||||||
Balance as of December 31, 2014
|
20,454,489
|
|
|
166,448
|
|
|
|
11,189,360
|
|
|
—
|
|
|
—
|
|
|
(132
|
)
|
|
(124,793
|
)
|
|
(124,925
|
)
|
||||||
Reclassification of restricted stock award liability to common stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
||||||
Deemed dividend—preferred stock modification
|
—
|
|
|
(1,748
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,748
|
|
|
1,748
|
|
||||||
Accretion of redeemable convertible preferred stock to redemption value
|
—
|
|
|
9,862
|
|
|
|
—
|
|
|
—
|
|
|
(4,613
|
)
|
|
—
|
|
|
(5,249
|
)
|
|
(9,862
|
)
|
||||||
Issuance of common stock upon initial public offering, net of offering costs of $4,024
|
—
|
|
|
—
|
|
|
|
7,150,000
|
|
|
—
|
|
|
89,069
|
|
|
—
|
|
|
—
|
|
|
89,069
|
|
||||||
Conversion of redeemable convertible preferred stock to common stock in connection with initial public offering
|
(20,454,489
|
)
|
|
(174,562
|
)
|
|
|
20,673,680
|
|
|
—
|
|
|
174,562
|
|
|
—
|
|
|
—
|
|
|
174,562
|
|
||||||
Reclassification of preferred stock warrant liability to equity in connection with initial public offering
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,213
|
|
|
—
|
|
|
—
|
|
|
1,213
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,375
|
|
|
—
|
|
|
—
|
|
|
8,375
|
|
||||||
Issuance of common stock for equity awards, net of tax withholdings
|
—
|
|
|
—
|
|
|
|
34,140
|
|
|
—
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|
242
|
|
||||||
Issuance of common stock upon net exercise of warrants
|
—
|
|
|
—
|
|
|
|
76,565
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of stock for business acquisition
|
—
|
|
|
—
|
|
|
|
103,617
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
1,500
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139
|
)
|
|
—
|
|
|
(139
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,088
|
)
|
|
(36,088
|
)
|
||||||
Balance as of December 31, 2015
|
—
|
|
|
—
|
|
|
|
39,227,362
|
|
|
—
|
|
|
270,436
|
|
|
(271
|
)
|
|
(164,382
|
)
|
|
105,783
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
8,763
|
|
|
—
|
|
|
—
|
|
|
8,763
|
|
||||||
Issuance of common stock for contingent consideration payment
|
—
|
|
|
—
|
|
|
|
207,234
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of common stock for equity awards, net of tax withholdings
|
—
|
|
|
—
|
|
|
|
857,489
|
|
|
—
|
|
|
6,578
|
|
|
—
|
|
|
—
|
|
|
6,578
|
|
||||||
Issuance of common stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
277,215
|
|
|
—
|
|
|
3,040
|
|
|
—
|
|
|
—
|
|
|
3,040
|
|
||||||
Issuance of common stock related to HealCode Acquisition
|
|
|
|
|
|
28,959
|
|
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
(29
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,979
|
)
|
|
(22,979
|
)
|
||||||
Balance as of December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
|
40,598,259
|
|
|
$
|
—
|
|
|
$
|
289,317
|
|
|
$
|
(300
|
)
|
|
$
|
(187,361
|
)
|
|
$
|
101,656
|
|
(1)
|
The activity through June 24, 2015 reflects the sole class of common stock authorized through the closing of the IPO on June 24, 2015, at which point the Company’s certificate of incorporation was amended and restated to authorize Class A and Class B common stock. All capital stock outstanding prior to the IPO was reclassified into Class B common stock and Class A common stock was issued in the IPO.
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(22,979
|
)
|
|
$
|
(36,088
|
)
|
|
(24,606
|
)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Stock-based compensation expense
|
|
8,763
|
|
|
8,375
|
|
|
1,737
|
|
|||
Depreciation and amortization
|
|
7,755
|
|
|
6,516
|
|
|
4,574
|
|
|||
Change in fair value of preferred stock warrant
|
|
—
|
|
|
25
|
|
|
283
|
|
|||
Change in fair value of contingent consideration
|
|
—
|
|
|
(11
|
)
|
|
(1,434
|
)
|
|||
Other
|
|
265
|
|
|
540
|
|
|
899
|
|
|||
Changes in operating assets and liabilities net of effects of acquisitions:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(2,561
|
)
|
|
(3,842
|
)
|
|
(1,122
|
)
|
|||
Prepaid expenses and other current assets
|
|
(638
|
)
|
|
(526
|
)
|
|
(1,405
|
)
|
|||
Other assets
|
|
(132
|
)
|
|
148
|
|
|
(99
|
)
|
|||
Accounts payable
|
|
92
|
|
|
722
|
|
|
2,081
|
|
|||
Accrued expenses and other liabilities
|
|
2,631
|
|
|
2,743
|
|
|
146
|
|
|||
Deferred revenue
|
|
2,775
|
|
|
2,556
|
|
|
668
|
|
|||
Deferred rent
|
|
133
|
|
|
268
|
|
|
350
|
|
|||
Net cash used in operating activities
|
|
(3,896
|
)
|
|
(18,574
|
)
|
|
(17,928
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(8,591
|
)
|
|
(9,919
|
)
|
|
(7,291
|
)
|
|||
Acquisition of business
|
|
(4,138
|
)
|
|
(3,000
|
)
|
|
—
|
|
|||
Change in restricted cash and deposits
|
|
—
|
|
|
788
|
|
|
1,623
|
|
|||
Net cash used in investing activities
|
|
(12,729
|
)
|
|
(12,131
|
)
|
|
(5,668
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from exercise of equity awards
|
|
6,626
|
|
|
194
|
|
|
12
|
|
|||
Proceeds from employee stock purchase plan
|
|
3,040
|
|
|
—
|
|
|
—
|
|
|||
Repayment on financing and capital lease obligations
|
|
(466
|
)
|
|
(316
|
)
|
|
(239
|
)
|
|||
Proceeds from issuance of redeemable convertible preferred stock, net
|
|
—
|
|
|
—
|
|
|
49,913
|
|
|||
Proceeds from initial public offering
|
|
—
|
|
|
93,093
|
|
|
—
|
|
|||
Payments of deferred offering cost
|
|
—
|
|
|
(3,380
|
)
|
|
(644
|
)
|
|||
Payments on contingent consideration
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|||
Other
|
|
(33
|
)
|
|
(73
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
9,167
|
|
|
89,518
|
|
|
48,802
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(83
|
)
|
|
(83
|
)
|
|
(76
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(7,541
|
)
|
|
58,730
|
|
|
25,130
|
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
93,405
|
|
|
34,675
|
|
|
9,545
|
|
|||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
85,864
|
|
|
$
|
93,405
|
|
|
$
|
34,675
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
1,302
|
|
|
$
|
934
|
|
|
$
|
15
|
|
Cash paid for income taxes
|
|
226
|
|
|
77
|
|
|
47
|
|
|||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|||||
Unpaid equipment purchases
|
|
$
|
778
|
|
|
$
|
448
|
|
|
$
|
1,939
|
|
Unpaid acquisition consideration held back to satisfy potential indemnification claims
|
|
750
|
|
|
—
|
|
|
—
|
|
|||
Stock issued in business acquisition
|
|
500
|
|
|
1,500
|
|
|
—
|
|
|||
Accretion of redeemable convertible preferred stock to redemption value
|
|
—
|
|
|
9,862
|
|
|
21,311
|
|
|||
Deemed dividend—preferred stock modification
|
|
—
|
|
|
1,748
|
|
|
—
|
|
|||
Conversion of redeemable convertible preferred stock to common stock
|
|
—
|
|
|
174,562
|
|
|
—
|
|
|||
Conversion of preferred stock warrants to common stock warrants
|
|
—
|
|
|
1,213
|
|
|
—
|
|
|||
Reclassification of restricted stock award liability to common stock
|
|
—
|
|
|
88
|
|
|
102
|
|
|||
Property and equipment acquired with financing obligations and leases
|
|
—
|
|
|
1,089
|
|
|
12,021
|
|
|||
Unpaid offering costs
|
|
—
|
|
|
—
|
|
|
219
|
|
|||
Payment of contingent consideration in common stock
|
|
—
|
|
|
—
|
|
|
322
|
|
Property and Equipment
|
Estimated Useful Life
|
Property (Building)
|
15 years
|
Office equipment
|
5 years
|
Computer equipment
|
3 years
|
Servers
|
3 years
|
Software licenses
|
3-4 years
|
Capitalized software costs
|
2-3 years
|
Leasehold improvements
|
Shorter of estimated useful life or remaining lease term
|
•
|
persuasive evidence of an agreement exists;
|
•
|
the service has been or is being provided to the customer or delivery of the product has occurred;
|
•
|
fees are fixed or determinable; and
|
•
|
the collection of the fees is reasonably assured.
|
|
December 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||||
Money market funds
(1)
|
$
|
81,878
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81,878
|
|
|
December 31, 2015
|
||||||||||||||
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
(1)
|
$
|
90,524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90,524
|
|
(1)
|
The Company held certain assets that are required to be measured at fair value on a recurring basis, included in cash equivalents, which are held in money market funds. All such assets as of December 31,
2016
and
2015
were recorded based on Level 1 inputs.
|
|
Preferred Stock
Warrant
|
|
Contingent
Consideration
|
|
Total
|
||||||
Balance – January 1, 2015
|
$
|
1,188
|
|
|
$
|
11
|
|
|
$
|
1,199
|
|
Change in fair value
|
25
|
|
|
(11
|
)
|
|
14
|
|
|||
Reclassification of preferred stock warrant liabilities to additional paid-in capital in conjunction with the conversion of the convertible preferred stock into Class B common stock upon the closing of the Company’s IPO
|
(1,213
|
)
|
|
—
|
|
|
(1,213
|
)
|
|||
Balance – December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
Prepaid expenses
|
$
|
3,594
|
|
|
$
|
2,799
|
|
Other
|
108
|
|
|
283
|
|
||
Prepaid expenses and other current assets
|
$
|
3,702
|
|
|
$
|
3,082
|
|
|
December 31,
|
|
December 31,
|
||||
2016
|
|
2015
|
|||||
Computer equipment
|
$
|
17,262
|
|
|
$
|
13,195
|
|
Leasehold improvements
|
11,123
|
|
|
9,882
|
|
||
Capitalized software development costs
|
1,877
|
|
|
1,888
|
|
||
Office equipment
|
2,668
|
|
|
2,336
|
|
||
Software licenses
|
3,258
|
|
|
1,768
|
|
||
Building, leased
|
16,438
|
|
|
16,438
|
|
||
Property and equipment – gross
|
52,626
|
|
|
45,507
|
|
||
Less: accumulated depreciation and amortization
|
(19,522
|
)
|
|
(13,753
|
)
|
||
Property and equipment – net
|
$
|
33,104
|
|
|
$
|
31,754
|
|
|
December 31,
|
|
December 31,
|
||||
2016
|
|
2015
|
|||||
Accrued payroll
|
$
|
6,072
|
|
|
$
|
3,918
|
|
Accrued vacation
|
2,069
|
|
|
1,699
|
|
||
Employee stock purchase plan contributions
|
1,171
|
|
|
1,496
|
|
||
Other liabilities
|
1,158
|
|
|
798
|
|
||
Total accrued expenses and other liabilities
|
$
|
10,470
|
|
|
$
|
7,911
|
|
|
|
Amount
|
||
Liabilities assumed
|
|
$
|
(105
|
)
|
Tangible assets acquired
|
|
32
|
|
|
Intangible asset – developed software/technology
|
|
1,818
|
|
|
Goodwill
|
|
3,643
|
|
|
Fair value of total purchase consideration
|
|
$
|
5,388
|
|
|
Amount
|
||
Tangible assets acquired
|
$
|
18
|
|
Intangible asset – developed software/technology
|
913
|
|
|
Goodwill
|
3,569
|
|
|
Fair value of total purchase consideration
|
$
|
4,500
|
|
|
December 31, 2016
|
||||||||||||
|
Useful Life
(Years) |
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Network list
|
2
|
|
$
|
420
|
|
|
$
|
(420
|
)
|
|
$
|
—
|
|
Technology
|
3 to 5
|
|
2,731
|
|
|
(704
|
)
|
|
2,027
|
|
|||
Total intangible assets
|
|
|
3,151
|
|
|
(1,124
|
)
|
|
2,027
|
|
|
December 31, 2015
|
||||||||||||
|
Useful Life
(Years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Network list
|
2
|
|
$
|
420
|
|
|
$
|
(420
|
)
|
|
$
|
—
|
|
Technology
|
3
|
|
913
|
|
|
(277
|
)
|
|
636
|
|
|||
Total intangible assets
|
|
|
1,333
|
|
|
(697
|
)
|
|
636
|
|
Year Ending December 31,
|
|
||
2017
|
$
|
666
|
|
2018
|
390
|
|
|
2019
|
363
|
|
|
2020
|
364
|
|
|
2021
|
244
|
|
|
Total amortization expense
|
$
|
2,027
|
|
Year Ending December 31,
|
|
Operating
Leases
|
|
Financing
Obligation,
Building-
Leased
|
|
Total
|
||||||
2017
|
|
$
|
2,100
|
|
|
$
|
1,630
|
|
|
$
|
3,730
|
|
2018
|
|
2,057
|
|
|
1,679
|
|
|
3,736
|
|
|||
2019
|
|
1,940
|
|
|
1,729
|
|
|
3,669
|
|
|||
2020
|
|
1,915
|
|
|
1,781
|
|
|
3,696
|
|
|||
2021
|
|
1,673
|
|
|
1,835
|
|
|
3,508
|
|
|||
Thereafter
|
|
9,144
|
|
|
17,527
|
|
|
26,671
|
|
|||
Total minimum lease payments
|
|
$
|
18,829
|
|
|
$
|
26,181
|
|
|
$
|
45,010
|
|
Year Ending December 31,
|
|
||
2017
|
$
|
3,270
|
|
2018
|
3,095
|
|
|
2019
|
725
|
|
|
Total minimum purchase commitments
|
$
|
7,090
|
|
Preferred Stock
|
Number of
Shares,
Actual
|
|
Conversion
Rate
|
|
Number of
Shares, As
Converted
|
|||
Series A
|
1,319,940
|
|
|
1.0088
|
|
|
1,331,507
|
|
Series B
|
988,411
|
|
|
1.0148
|
|
|
1,003,071
|
|
Series C
|
4,019,524
|
|
|
1.0192
|
|
|
4,096,561
|
|
Series D
|
5,308,875
|
|
|
1.0218
|
|
|
5,424,802
|
|
Series E
|
2,439,058
|
|
|
1.0000
|
|
|
2,439,058
|
|
Series F
|
2,685,997
|
|
|
1.0000
|
|
|
2,685,997
|
|
Series G
|
3,692,684
|
|
|
1.0000
|
|
|
3,692,684
|
|
Total
|
20,454,489
|
|
|
|
|
|
20,673,680
|
|
•
|
established that, on any matter that is submitted to a vote of the stockholders, the holder of each share of Class A common stock is entitled to
1 vote per share
, while the holder of each share of Class B common stock is entitled to
10 votes per share
;
|
•
|
established that shares of Class B common stock are convertible into shares of Class A common stock at the option of the holder and automatically convert into shares of Class A common stock upon transfer, subject to limited exceptions; and
|
•
|
established that, except with respect to voting and conversion rights, as discussed above, the rights of the holders of Class A and Class B common stock are identical.
|
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
(per share)
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Unvested balance – December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
Granted
|
1,002,778
|
|
|
14.13
|
|
|
|
|
|
|||
Vested
|
(208,311
|
)
|
|
12.94
|
|
|
|
|
|
|||
Forfeited
|
(50,774
|
)
|
|
13.80
|
|
|
|
|
|
|||
Unvested balance – December 31, 2016
|
743,693
|
|
|
$
|
14.49
|
|
|
3.8
|
|
$
|
15,841
|
|
|
Options Outstanding
|
|||||||||||||||
Number of
Shares
Underlying
Outstanding
Options
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-Average Grant Date Fair Value
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
|
||||||||
Outstanding – January 1, 2014
|
1,604,434
|
|
|
$
|
3.69
|
|
|
|
|
8.3
|
|
$
|
12,136
|
|
||
Granted
|
1,009,625
|
|
|
10.66
|
|
|
$
|
5.17
|
|
|
|
|
|
|
||
Exercised
|
(7,072
|
)
|
|
1.82
|
|
|
|
|
|
|
$
|
90
|
|
|||
Forfeited or cancelled
|
(38,206
|
)
|
|
6.88
|
|
|
|
|
|
|
|
|
||||
Outstanding – December 31, 2014
|
2,568,781
|
|
|
$
|
6.39
|
|
|
|
|
8.1
|
|
$
|
20,773
|
|
||
Granted
|
2,039,875
|
|
|
14.48
|
|
|
$
|
6.57
|
|
|
|
|
|
|
||
Exercised
|
(34,140
|
)
|
|
7.10
|
|
|
|
|
|
|
$
|
274
|
|
|||
Forfeited or cancelled
|
(263,053
|
)
|
|
12.07
|
|
|
|
|
|
|
|
|
||||
Outstanding – December 31, 2015
|
4,311,463
|
|
|
$
|
9.87
|
|
|
|
|
7.9
|
|
$
|
22,709
|
|
||
Granted
|
674,102
|
|
|
$
|
14.54
|
|
|
$
|
6.28
|
|
|
|
|
|
||
Exercised
|
(856,412
|
)
|
|
$
|
7.68
|
|
|
|
|
|
|
$
|
11,664
|
|
||
Forfeited or cancelled
|
(285,877
|
)
|
|
$
|
13.11
|
|
|
|
|
|
|
|
||||
Outstanding – December 31, 2016
|
3,843,276
|
|
|
$
|
10.93
|
|
|
|
|
7.5
|
|
$
|
39,902
|
|
||
Exercisable – December 31, 2016
|
2,066,071
|
|
|
$
|
8.27
|
|
|
|
|
6.5
|
|
$
|
26,926
|
|
||
Vested and expected to vest – December 31, 2016
|
3,778,351
|
|
|
$
|
10.86
|
|
|
|
|
7.4
|
|
$
|
39,475
|
|
|
Year Ended December 31,
|
||||
2016
|
|
2015
|
|
2014
|
|
Expected term (in years)
|
5.8
|
|
5.8
|
|
5.8 - 5.9
|
Expected volatility
|
44% - 45%
|
|
45% - 46%
|
|
48% - 51%
|
Risk-free interest rate
|
1.2% - 1.9%
|
|
1.4% - 1.8%
|
|
1.7% - 1.9%
|
Dividend yield
|
0%
|
|
0%
|
|
0%
|
|
Year Ended December 31,
|
||
2016
|
|
2015
|
|
Expected term (in years)
|
0.5 - 2.0
|
|
0.6 - 2.1
|
Expected volatility
|
39% - 50%
|
|
36% - 43%
|
Risk-free interest rate
|
0.45% - 0.78%
|
|
0.14% - 0.64%
|
Dividend yield
|
0%
|
|
0%
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Cost of revenue
|
$
|
910
|
|
|
$
|
651
|
|
|
$
|
220
|
|
Sales and marketing
|
2,059
|
|
|
3,533
|
|
|
196
|
|
|||
Research and development
|
1,971
|
|
|
902
|
|
|
298
|
|
|||
General and administrative
|
3,823
|
|
|
3,289
|
|
|
1,023
|
|
|||
Total stock-based compensation expense
|
$
|
8,763
|
|
|
$
|
8,375
|
|
|
$
|
1,737
|
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Domestic
|
$
|
(23,297
|
)
|
|
$
|
(36,197
|
)
|
|
$
|
(24,841
|
)
|
Foreign
|
639
|
|
|
355
|
|
|
351
|
|
|||
Loss before provision for income taxes
|
$
|
(22,658
|
)
|
|
$
|
(35,842
|
)
|
|
$
|
(24,490
|
)
|
|
Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Current provisions for income taxes:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
39
|
|
|
29
|
|
|
5
|
|
|||
Foreign
|
162
|
|
|
158
|
|
|
67
|
|
|||
Total current
|
201
|
|
|
187
|
|
|
72
|
|
|||
Deferred tax provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
95
|
|
|
93
|
|
|
—
|
|
|||
State
|
19
|
|
|
21
|
|
|
—
|
|
|||
Foreign
|
6
|
|
|
(55
|
)
|
|
44
|
|
|||
Total provision for income taxes
|
$
|
321
|
|
|
$
|
246
|
|
|
$
|
116
|
|
|
December 31,
|
||||||
2016
|
|
2015
|
|||||
Deferred tax assets:
|
|
|
|
|
|
||
Net operating losses carryforwards
|
$
|
39,520
|
|
|
$
|
31,837
|
|
Accrued expenses and reserves
|
844
|
|
|
1,878
|
|
||
Stock Compensation
|
2,226
|
|
|
1,566
|
|
||
Deferred revenue
|
1,270
|
|
|
737
|
|
||
Deferred rent
|
539
|
|
|
489
|
|
||
Depreciation
|
915
|
|
|
1,048
|
|
||
Other
|
224
|
|
|
110
|
|
||
Total deferred tax assets
|
45,538
|
|
|
37,665
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Amortization
|
(216
|
)
|
|
(240
|
)
|
||
Other
|
(241
|
)
|
|
(105
|
)
|
||
Total deferred tax liabilities
|
(457
|
)
|
|
(345
|
)
|
||
Valuation allowance
|
(45,329
|
)
|
|
(37,448
|
)
|
||
Net deferred tax liabilities
|
$
|
(248
|
)
|
|
$
|
(128
|
)
|
|
For Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Net loss attributable to common stockholders
|
$
|
(22,979
|
)
|
|
$
|
(44,202
|
)
|
|
$
|
(45,917
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(0.58
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
(4.17
|
)
|
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted
|
39,912,566
|
|
|
26,319,903
|
|
|
11,013,658
|
|
|
As of December 31,
|
|||||||
2016
|
|
2015
|
|
2014
|
||||
Shares subject to outstanding stock options and employee stock purchase plan
|
3,943,539
|
|
|
4,437,177
|
|
|
2,568,781
|
|
Shares subject to outstanding restricted stock units
|
743,693
|
|
|
—
|
|
|
—
|
|
Redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
20,454,489
|
|
Common stock subject to repurchase
|
—
|
|
|
—
|
|
|
117,000
|
|
Preferred stock warrant
|
—
|
|
|
—
|
|
|
87,500
|
|
Total
|
4,687,232
|
|
|
4,437,177
|
|
|
23,227,770
|
|
|
For Year Ended December 31,
|
||||||||||
2016
|
|
2015
|
|
2014
|
|||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription and services
|
$
|
82,919
|
|
|
$
|
61,339
|
|
|
$
|
40,501
|
|
Payments
|
53,808
|
|
|
37,460
|
|
|
26,060
|
|
|||
Product and other
|
2,294
|
|
|
2,570
|
|
|
3,449
|
|
|||
Total revenue
|
$
|
139,021
|
|
|
$
|
101,369
|
|
|
$
|
70,010
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Registrant.
|
|
10-Q
|
|
001-37453
|
|
3.1
|
|
August 7, 2015
|
3.2
|
|
Amended and Restated Bylaws of the Registrant.
|
|
10-Q
|
|
001-37453
|
|
3.2
|
|
August 7, 2015
|
4.1
|
|
Form of common stock certificate of the Registrant.
|
|
S-1/A
|
|
333-204068
|
|
4.1
|
|
June 8, 2015
|
4.2
|
|
Amended and Restated Investors’ Rights Agreement among the Registrant and certain holders of its capital stock, dated as of February 10, 2014, as amended
|
|
S-1
|
|
333-204068
|
|
4.2
|
|
May 11, 2015
|
10.1+
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
|
|
S-1/A
|
|
333-204068
|
|
10.1
|
|
June 8, 2015
|
10.2+
|
|
MINDBODY, Inc. 2015 Equity Incentive Plan and related form agreements.
|
|
S-1/A
|
|
333-204068
|
|
10.2
|
|
June 8, 2015
|
10.3*+
|
|
MINDBODY, Inc. 2015 Employee Stock Purchase Plan and related form agreements.
|
|
|
|
|
|
|
|
|
10.4+
|
|
MINDBODY, Inc. 2009 Stock Option Plan and related form agreements.
|
|
S-1/A
|
|
333-204068
|
|
10.4
|
|
June 8, 2015
|
10.5+
|
|
MINDBODY, Inc. Executive Bonus Plan.
|
|
S-1/A
|
|
333-204068
|
|
10.5
|
|
June 8, 2015
|
10.6+
|
|
Employment Agreement between the Registrant and Richard Stollmeyer.
|
|
S-1/A
|
|
333-204068
|
|
10.6
|
|
June 8, 2015
|
10.7+
|
|
Employment Agreement between the Registrant and Robert Murphy.
|
|
S-1/A
|
|
333-204068
|
|
10.7
|
|
June 8, 2015
|
10.8+
|
|
First Amendment to Employment Agreement between the Registrant and Robert Murphy.
|
|
8-K
|
|
001-37453
|
|
10.1
|
|
July 27, 2016
|
10.9+
|
|
Separation Agreement and Release between the Registrant and Robert Murphy.
|
|
8-K
|
|
001-37453
|
|
10.1
|
|
August 11, 2016
|
10.10+
|
|
Employment Agreement between the Registrant and Brett White.
|
|
S-1/A
|
|
333-204068
|
|
10.8
|
|
June 8, 2015
|
10.11+
|
|
Employment Agreement between the Registrant and Kunal Mittal.
|
|
10-Q
|
|
001-37453
|
|
10.3
|
|
November 10, 2016
|
10.12+
|
|
Amendment No. 1 to Employment Agreement between the Registrant and Kunal Mittal.
|
|
10-Q
|
|
001-37453
|
|
10.4
|
|
November 10, 2016
|
10.13+
|
|
Employment Agreement between the Registrant and Bradford Wills.
|
|
S-1/A
|
|
333-204068
|
|
10.11
|
|
June 8, 2015
|
10.14+
|
|
Employment Agreement between the Registrant and Kimberly Lytikainen.
|
|
S-1/A
|
|
333-204068
|
|
10.12
|
|
June 8, 2015
|
10.15
|
|
Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated as of January 12, 2015, as amended.
|
|
S-1
|
|
333-204068
|
|
10.14
|
|
May 11, 2015
|
10.16
|
|
Second Amendment to Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated as of January 29, 2016.
|
|
10-Q
|
|
001-37453
|
|
10.5
|
|
November 10, 2016
|
10.17
|
|
Agreements for Lease of Real Property among the Registrant, Tank Farm Office Park, LLC and the other parties therein.
|
|
S-1
|
|
333-204068
|
|
10.15
|
|
May 11, 2015
|
10.18*
|
|
Modification Agreements between the Registrant and Tank Farm Office Park, LLC.
|
|
|
|
|
|
|
|
|
10.19
|
|
SLO Tech Campus Triple Net Lease between the Registrant and SLO Tech Campus, LLC, dated as of October 11, 2013.
|
|
S-1/A
|
|
333-204068
|
|
10.16
|
|
June 8, 2015
|
10.20+
|
|
MINDBODY, Inc. Outside Director Compensation Policy
|
|
S-1/A
|
|
333-204068
|
|
10.17
|
|
June 8, 2015
|
21.1*
|
|
List of subsidiaries of the Registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
24.1*
|
|
Power of Attorney (included on signature page)
|
|
|
|
|
|
|
|
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.1**
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.2**
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
+
|
Indicates management contract or compensatory plan.
|
*
|
Filed herewith.
|
**
|
Furnished herewith. The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of MINDBODY, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
|
|
|
|
Original Application
|
|
Offering Date:
|
|
|
|
Change in Payroll Deduction Rate
|
|
|
|
|
|
|
|
Employee’s ID Number:
|
|
|
|
|
|
|
|
||
Employee’s Address:
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
Dated:
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
Signature of Employee
|
|
|
|
Name and Address of Participant:
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Signature:
|
||
|
||
|
||
|
|
|
Date:
|
|
|
Name of Subsidiary
|
|
Jurisdiction of Organization
|
MINDBODY AUSTRALIA PTY LTD
|
|
Australia
|
MINDBODY, LTD.
|
|
United Kingdom
|
Date:
|
February 28, 2017
|
By:
|
/s/ Richard Stollmeyer
|
|
Richard Stollmeyer
|
||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
Date:
|
February 28, 2017
|
By:
|
/s/ Brett White
|
|
Brett White
|
||
Chief Financial Officer and Chief Operating Officer
|
|||
(Principal Financial Officer)
|
Date:
|
February 28, 2017
|
By:
|
/s/ Richard Stollmeyer
|
|
Richard Stollmeyer
|
||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
Date:
|
February 28, 2017
|
By:
|
/s/ Brett White
|
|
Brett White
|
||
Chief Financial Officer and Chief Operating Officer
|
|||
(Principal Financial Officer)
|