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Delaware
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82-3605465
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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, $0.0001 par value per share
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Nasdaq Global Select Market
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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ý
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Smaller reporting company
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☐
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Emerging growth company
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ý
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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•
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our ability to attract new customers and retain and expand our relationships with existing customers;
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•
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our ability to expand our course library and develop new platform features;
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•
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our future financial performance, including trends in billings, revenue, costs of revenue, gross margin, operating expenses, cash (used in) provided by operating activities, and free cash flow;
|
•
|
the demand for, and market acceptance of, our platform or for cloud-based technology learning solutions in general;
|
•
|
our ability to compete successfully in competitive markets;
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•
|
our ability to respond to rapid technological changes;
|
•
|
our expectations and management of future growth;
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•
|
our ability to enter new markets and manage our expansion efforts, particularly internationally;
|
•
|
our ability to attract and retain key employees and qualified technical and sales personnel;
|
•
|
our ability to effectively and efficiently protect our brand;
|
•
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our ability to timely scale and adapt our infrastructure;
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•
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our ability to maintain, protect, and enhance our intellectual property and not infringe upon others’ intellectual property;
|
•
|
our ability to successfully identify, acquire, and integrate companies and assets; and
|
•
|
the amount and timing of any payments we make under the fourth amended and restated limited liability company agreement of Pluralsight Holdings, or the Fourth LLC Agreement, and our Tax Receivable Agreement, or TRA, with the members of Pluralsight Holdings.
|
•
|
Skill and Role Assessments
: Our assessment tool uses machine learning and advanced algorithms to measure a user’s skills, benchmark that user against others in the industry, and recommend opportunities for growth. Users are provided with a Skill IQ that quantifies if a user is beginner, intermediate, or advanced within technologies such as Angular JS, C#, and Java. Role IQ allows our users to quantify and develop a collection of skills that are required for success in technology roles. This provides greater clarity around the technology skills required for a specific job role and a clear path to concept mastery. For example, we have Role IQ’s for
|
•
|
Course Library:
Our course library includes a digital ecosystem of thousands of on-demand courses across a range of technology subject areas, including cloud, mobile, security, IT, and data. Courses, or videos are organized by modules and clips and are searchable, so users can either take an entire course, or target an area for a specific need. The majority of our courses are transcribed, and once transcribed, are available with closed captioning in over 100 languages. We have built our exclusive course library primarily by engaging our world-class community of subject-matter experts, or authors, who create content for us and share in our success by receiving revenue-share amounts based on the viewing of their content. In addition, our platform offers interactive courses with an in-browser developer environment that allows users to practice as they learn through coding challenges with real-time feedback. Interactive courses provide a hands-on learning experience to apply knowledge outside of the course library in order to assess concept mastery. Our projects feature extends the practice modules to the user’s local coding environment, allowing users to apply knowledge to real-world, on-the-job scenarios.
|
•
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Learning Paths
: Based on either an assessment or a user’s goals, our directed learning paths are personalized to take users through a set of courses designed to help them master a particular subject area and not spend time reviewing content that they already know. Businesses can map custom learning paths to meet company-specific objectives.
|
•
|
Business Analytics
: Our business analytics tools enable business customers to evaluate the technology skills of their teams, align learning to key business objectives, determine the usage of our platform, examine trends in skill development, and quantify the impact of our platform on their business.
|
•
|
Machine Learning.
Iris uses a modified Bayes Network algorithm to predict assessment responses by updating certainty, question difficulty, and skill ratings as it collects user feedback. Using a text mapping technique, Iris recommends content based on a specific user’s Skill IQ or Role IQ.
|
•
|
Modern Test Theory.
Iris builds on Item Response Theory, or IRT, and applies Bayesian approximation. Learners are scored against a representative global estimate of all users of a given technology or skill, and questions are usable far sooner than with traditional IRT-based methods while maintaining similar levels of accuracy and reliability.
|
•
|
Bayesian Statistics.
Iris applies Bayesian statistics to assign scores to learners and characterize questions quickly and accurately. Iris is able to power adaptive assessments by using a modified scoring algorithm that applies a Monte Carlo method to evaluate each user’s skill level, providing adaptively selected questions to achieve a high level of certainty of that skill level.
|
•
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Instructor-led training vendors, such as Global Knowledge, General Assembly, and New Horizons;
|
•
|
Legacy e-learning services, such as Skillsoft and Cornerstone On Demand;
|
•
|
Individual-focused e-learning services, such as LinkedIn Learning, Udemy, and Udacity; and
|
•
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Free solutions, such as YouTube.
|
•
|
breadth, depth, and quality of content library;
|
•
|
platform features and functionality;
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•
|
reliability and scalability;
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•
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performance;
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•
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user experience;
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•
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brand;
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•
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security and privacy;
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•
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price;
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•
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accessibility across several devices, operating systems, and applications;
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•
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third-party and customer integration;
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•
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customer, technology, and platform support; and
|
•
|
continued innovation.
|
•
|
The Fourth LLC Agreement of Pluralsight Holdings was amended and restated to, among other things: (i) appoint Pluralsight, Inc. as its sole managing member and (ii) effectuate the conversion of all outstanding redeemable convertible preferred limited liability company units, incentive units, and Class B incentive units into a single class of LLC Units.
|
•
|
Certain members of Pluralsight Holdings that were corporations merged with and into Pluralsight, Inc. and certain members of Pluralsight Holdings contributed certain of their LLC Units to Pluralsight, Inc., in each case in exchange for shares of Class A common stock.
|
•
|
The certificate of incorporation of Pluralsight, Inc. was amended and restated to authorize
three
classes of common stock, Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class B and Class C common stock were issued on a
one
-for-one basis to the members of Pluralsight Holdings who retained LLC Units, or the Continuing Members. Class B and Class C common stock have voting rights but no economic rights.
|
•
|
instructor-led training vendors, such as Global Knowledge, General Assembly, and New Horizons;
|
•
|
legacy e-learning services, such as Skillsoft and Cornerstone OnDemand;
|
•
|
individual-focused e-learning services, such as LinkedIn Learning, Udemy, and Udacity; and
|
•
|
free solutions, such as YouTube.
|
•
|
we may not be able to remain competitive in finding and retaining authors;
|
•
|
we generally have exclusivity with our authors with respect to the specific subject matter of the courses they create for us, but they may produce content for competitors or on their own with respect to related topics and other subjects;
|
•
|
our existing authors, particularly our most popular authors, may not continue creating content for us;
|
•
|
the topics of content created by our authors may not address the needs of our customers;
|
•
|
the content created by our authors may not meet the quality standards that our customers expect and demand, or effectively differentiate our content from that of our competitors with respect to content quality and breadth; and
|
•
|
the fees that we pay our authors may cease to be competitive with the market for their talent.
|
•
|
fluctuations in the demand for our platform, and the timing of sales, particularly larger subscriptions;
|
•
|
our ability to attract new customers or retain existing customers;
|
•
|
our existing authors, particularly our most popular authors, may not continue creating content for us;
|
•
|
the content created by our authors may not address the needs of our customers and may not meet the standards that our customers expect and demand;
|
•
|
changes in customer renewal rates and our ability to increase sales to our existing customers;
|
•
|
an increase in the length of the sales cycle as a higher percentage of our billings come from larger business customers;
|
•
|
the seasonal buying patterns of our customers;
|
•
|
the budgeting cycles and internal purchasing priorities of our customers;
|
•
|
the payment terms and subscription term length associated with our platform sales and their effect on our billings and free cash flow;
|
•
|
our ability to anticipate or respond to changes in the competitive landscape, including consolidation among competitors;
|
•
|
the timing of expenses and recognition of revenue;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure;
|
•
|
the timing and success of new product feature and service introductions by us or our competitors;
|
•
|
network outages or actual or perceived security breaches;
|
•
|
changes in laws and regulations that impact our business; and
|
•
|
general economic and market conditions.
|
•
|
unexpected costs and errors in tailoring our products for individual markets, including translation into foreign languages and adaptation for local practices;
|
•
|
difficulties in adapting to customer desires due to language and cultural differences;
|
•
|
increased expenses associated with international sales and operations, including establishing and maintaining office space and equipment for our international operations;
|
•
|
lack of familiarity and burdens of complying with foreign laws, legal standards, privacy standards, regulatory requirements, tariffs, and other barriers;
|
•
|
greater difficulty in enforcing contracts and accounts receivable collection and longer collection periods;
|
•
|
practical difficulties of enforcing intellectual property rights in countries with fluctuating laws and standards and reduced or varied protection for intellectual property rights in some countries;
|
•
|
unexpected changes in regulatory requirements, taxes, trade laws, tariffs, trade wars or potential changes in trade relations arising from policy initiatives implemented by the current U.S. presidential administration, export quotas, custom duties, or other trade restrictions;
|
•
|
limitations on technology infrastructure, which could limit our ability to migrate international operations to our existing systems, which could result in increased costs;
|
•
|
difficulties in managing and staffing international operations and differing employer/employee relationships and local employment laws; and
|
•
|
potentially adverse tax consequences, including the complexities of foreign value added tax (or other tax) systems and restrictions on the repatriation of earnings.
|
•
|
costs or liabilities associated with the acquisition;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
inability to integrate or benefit from acquired content, technologies, or services in a profitable manner;
|
•
|
harm to our existing relationships with authors and customers as a result of the acquisition;
|
•
|
difficulty integrating the accounting systems, operations, and personnel of the acquired business;
|
•
|
difficulty converting the customers of the acquired business onto our platform and contract terms;
|
•
|
the potential loss of key employees;
|
•
|
use of resources that are needed in other parts of our business; and
|
•
|
the use of substantial portions of our available cash or equity to consummate the acquisition.
|
•
|
implement usage-based pricing;
|
•
|
discount pricing for competitive products;
|
•
|
otherwise materially change their pricing rates or schemes;
|
•
|
charge us to deliver our traffic at certain levels or at all;
|
•
|
throttle traffic based on its source or type;
|
•
|
implement bandwidth caps or other usage restrictions; or
|
•
|
otherwise try to monetize or control access to their networks.
|
•
|
the requirement that a majority of its board of directors consist of independent directors;
|
•
|
the requirement that its director nominees be selected or recommended for the board’s selection by a majority of the board’s independent directors in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with board resolutions or a written charter, as applicable, addressing the nominations process and related matters as required under the federal securities laws; and
|
•
|
the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
•
|
actual or anticipated fluctuations in our revenue and other results of operations, including as a result of the addition or loss of any number of customers;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in ratings and financial estimates and the publication of other news by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
changes in operating performance and stock market valuations of SaaS-based software or other technology companies, or those in our industry in particular;
|
•
|
the size of our public float;
|
•
|
price and volume fluctuations in the trading of our Class A common stock and in the overall stock market, including as a result of trends in the economy as a whole;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business or industry, including data privacy, data protection, and information security;
|
•
|
lawsuits threatened or filed against us for claims relating to intellectual property, employment issues, or otherwise;
|
•
|
changes in our board of directors or management;
|
•
|
short sales, hedging, and other derivative transactions involving our Class A common stock;
|
•
|
sales of large blocks of our Class A common stock including sales by our executive officers, directors, and significant stockholders; and
|
•
|
other events or factors, including changes in general economic, industry, and market conditions, and trends, as well as any natural disasters, which may affect our operations.
|
•
|
a classified board of directors with staggered three year terms;
|
•
|
that stockholders may remove directors only for cause;
|
•
|
our multi-class structure, which provides Aaron Skonnard, our co-founder, Chief Executive Officer, and Chairman, personally and through his associated entities, the ability to control or significantly influence the outcome of matters requiring stockholder approval;
|
•
|
the ability of our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change in control;
|
•
|
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;
|
•
|
a prohibition on stockholders calling special stockholder meetings; and
|
•
|
certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that may be amended only by the affirmative vote of the holders of at least two-thirds in voting power of all outstanding shares of our stock entitled to vote thereon, voting together as a single class.
|
Company/Index
|
|
May 17,
2018
(1)
|
|
May 31,
2018
|
|
June 30,
2018
|
|
July 31,
2018
|
|
Aug. 31,
2018
|
|
Sept. 30,
2018
|
|
Oct. 31,
2018
|
|
Nov. 30,
2018
|
|
Dec. 31,
2018
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pluralsight
|
|
$
|
100
|
|
|
$
|
108
|
|
|
$
|
122
|
|
|
$
|
116
|
|
|
$
|
171
|
|
|
$
|
160
|
|
|
$
|
112
|
|
|
$
|
120
|
|
|
$
|
118
|
|
S&P 500
|
|
$
|
100
|
|
|
$
|
99
|
|
|
$
|
100
|
|
|
$
|
104
|
|
|
$
|
107
|
|
|
$
|
107
|
|
|
$
|
100
|
|
|
$
|
101
|
|
|
$
|
92
|
|
S&P 500 Information Technology
|
|
$
|
100
|
|
|
$
|
101
|
|
|
$
|
101
|
|
|
$
|
103
|
|
|
$
|
109
|
|
|
$
|
109
|
|
|
$
|
100
|
|
|
$
|
98
|
|
|
$
|
90
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Revenue
|
$
|
232,029
|
|
|
$
|
166,824
|
|
|
$
|
131,841
|
|
|
$
|
108,422
|
|
Cost of revenue
(1)(2)
|
62,550
|
|
|
49,828
|
|
|
40,161
|
|
|
33,245
|
|
||||
Gross profit
|
169,479
|
|
|
116,996
|
|
|
91,680
|
|
|
75,177
|
|
||||
Operating expenses
(1)(2)
:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
153,643
|
|
|
103,478
|
|
|
51,234
|
|
|
44,872
|
|
||||
Technology and content
|
65,998
|
|
|
49,293
|
|
|
36,159
|
|
|
33,146
|
|
||||
General and administrative
|
68,351
|
|
|
46,971
|
|
|
18,130
|
|
|
15,916
|
|
||||
Total operating expenses
|
287,992
|
|
|
199,742
|
|
|
105,523
|
|
|
93,934
|
|
||||
Loss from operations
|
(118,513
|
)
|
|
(82,746
|
)
|
|
(13,843
|
)
|
|
(18,757
|
)
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(6,826
|
)
|
|
(11,665
|
)
|
|
(6,320
|
)
|
|
(7,399
|
)
|
||||
Loss on debt extinguishment
|
(4,085
|
)
|
|
(1,882
|
)
|
|
—
|
|
|
—
|
|
||||
Other income (expense), net
|
1,504
|
|
|
81
|
|
|
45
|
|
|
(18
|
)
|
||||
Loss before income taxes
|
(127,920
|
)
|
|
(96,212
|
)
|
|
(20,118
|
)
|
|
(26,174
|
)
|
||||
Provision for income taxes
|
(664
|
)
|
|
(324
|
)
|
|
(494
|
)
|
|
(186
|
)
|
||||
Net loss
|
$
|
(128,584
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
|
$
|
(26,360
|
)
|
Less: Net loss attributable to non-controlling interests
|
(44,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss attributable to Pluralsight, Inc.
|
$
|
(83,667
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
|
$
|
(26,360
|
)
|
Less: Accretion of Series A redeemable convertible preferred units
|
(176,275
|
)
|
|
(63,800
|
)
|
|
(6,325
|
)
|
|
(55,300
|
)
|
||||
Net loss attributable to common shares
|
$
|
(259,942
|
)
|
|
$
|
(160,336
|
)
|
|
$
|
(26,937
|
)
|
|
$
|
(81,660
|
)
|
Net loss per share, basic and diluted
(3)
|
$
|
(0.65
|
)
|
|
|
|
|
|
|
||||||
Weighted-average common shares used in computing basic and diluted net loss per share
(3)
|
62,840
|
|
|
|
|
|
|
|
(1)
|
Includes equity-based compensation expense as follows:
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
140
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
39
|
|
Sales and marketing
|
14,330
|
|
|
2,624
|
|
|
1,462
|
|
|
1,896
|
|
||||
Technology and content
|
8,747
|
|
|
1,966
|
|
|
2,050
|
|
|
2,203
|
|
||||
General and administrative
|
31,086
|
|
|
17,171
|
|
|
2,206
|
|
|
865
|
|
||||
Total equity-based compensation
|
$
|
54,303
|
|
|
$
|
21,781
|
|
|
$
|
5,738
|
|
|
$
|
5,003
|
|
(2)
|
Includes amortization of acquired intangible assets as follows:
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
$
|
7,586
|
|
|
$
|
7,008
|
|
|
$
|
6,565
|
|
|
$
|
6,555
|
|
Sales and marketing
|
389
|
|
|
721
|
|
|
643
|
|
|
1,077
|
|
||||
Technology and content
|
706
|
|
|
706
|
|
|
706
|
|
|
611
|
|
||||
General and administrative
|
—
|
|
|
91
|
|
|
120
|
|
|
130
|
|
||||
Total amortization of acquired intangible assets
|
$
|
8,681
|
|
|
$
|
8,526
|
|
|
$
|
8,034
|
|
|
$
|
8,373
|
|
(3)
|
Represents net loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the periods following the Reorganization Transactions and Pluralsight, Inc.’s IPO described in Note 1—Organization and Description of Business. See Note 13—Net Loss Per Share for additional details.
|
|
As of December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Cash and cash equivalents
|
$
|
194,306
|
|
|
$
|
28,267
|
|
|
$
|
19,397
|
|
|
$
|
8,389
|
|
Total assets
|
447,463
|
|
|
236,420
|
|
|
214,972
|
|
|
192,984
|
|
||||
Deferred revenue, current and non-current
|
172,581
|
|
|
111,301
|
|
|
72,683
|
|
|
55,795
|
|
||||
Long-term debt, net
|
—
|
|
|
116,037
|
|
|
74,069
|
|
|
83,862
|
|
||||
Redeemable convertible preferred units
|
—
|
|
|
405,766
|
|
|
341,966
|
|
|
305,294
|
|
||||
Non-controlling interests
|
107,167
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total stockholders’ equity/members’ deficit
|
208,593
|
|
|
(445,077
|
)
|
|
(307,230
|
)
|
|
(286,134
|
)
|
|
|
|
|
|
|
|
|
|
Growth Rate
|
||||||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2018
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
|
|
||||||||||||||
Business customers (end of period)
|
16,756
|
|
|
14,463
|
|
|
12,043
|
|
|
10,517
|
|
|
16%
|
|
20%
|
|
15%
|
||||
Billings
|
$
|
293,583
|
|
|
$
|
205,807
|
|
|
$
|
149,231
|
|
|
$
|
130,043
|
|
|
43%
|
|
38%
|
|
15%
|
Billings from business customers
|
$
|
248,159
|
|
|
$
|
162,965
|
|
|
$
|
104,861
|
|
|
$
|
83,663
|
|
|
52%
|
|
55%
|
|
25%
|
% of billings from business customers
|
85
|
%
|
|
79
|
%
|
|
70
|
%
|
|
64
|
%
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Non-GAAP gross profit
|
$
|
177,221
|
|
|
$
|
124,024
|
|
|
$
|
98,265
|
|
|
$
|
81,771
|
|
Non-GAAP gross margin
|
76
|
%
|
|
74
|
%
|
|
75
|
%
|
|
75
|
%
|
||||
Non-GAAP operating loss
|
$
|
(54,349
|
)
|
|
$
|
(52,439
|
)
|
|
$
|
(71
|
)
|
|
$
|
(5,381
|
)
|
Free cash flow
|
$
|
(18,032
|
)
|
|
$
|
(20,472
|
)
|
|
$
|
(7,927
|
)
|
|
$
|
1,699
|
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Gross profit
|
$
|
169,479
|
|
|
$
|
116,996
|
|
|
$
|
91,680
|
|
|
$
|
75,177
|
|
Equity-based compensation
|
140
|
|
|
20
|
|
|
20
|
|
|
39
|
|
||||
Amortization of acquired intangible assets
|
7,586
|
|
|
7,008
|
|
|
6,565
|
|
|
6,555
|
|
||||
Employer payroll taxes on employee stock transactions
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-GAAP gross profit
|
$
|
177,221
|
|
|
$
|
124,024
|
|
|
$
|
98,265
|
|
|
$
|
81,771
|
|
Gross margin
|
73
|
%
|
|
70
|
%
|
|
70
|
%
|
|
69
|
%
|
||||
Non-GAAP gross margin
|
76
|
%
|
|
74
|
%
|
|
75
|
%
|
|
75
|
%
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Loss from operations
|
$
|
(118,513
|
)
|
|
$
|
(82,746
|
)
|
|
$
|
(13,843
|
)
|
|
$
|
(18,757
|
)
|
Equity-based compensation
|
54,303
|
|
|
21,781
|
|
|
5,738
|
|
|
5,003
|
|
||||
Amortization of acquired intangible assets
|
8,681
|
|
|
8,526
|
|
|
8,034
|
|
|
8,373
|
|
||||
Employer payroll taxes on employee stock transactions
|
1,180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Non-GAAP operating loss
|
$
|
(54,349
|
)
|
|
$
|
(52,439
|
)
|
|
$
|
(71
|
)
|
|
$
|
(5,381
|
)
|
|
Year Ended December 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
(in thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities
|
$
|
(5,896
|
)
|
|
$
|
(12,139
|
)
|
|
$
|
4,468
|
|
|
$
|
11,942
|
|
Less: purchases of property and equipment
|
(8,796
|
)
|
|
(5,951
|
)
|
|
(10,142
|
)
|
|
(7,954
|
)
|
||||
Less: purchases of content library
|
(3,340
|
)
|
|
(2,382
|
)
|
|
(2,253
|
)
|
|
(2,289
|
)
|
||||
Free cash flow
|
$
|
(18,032
|
)
|
|
$
|
(20,472
|
)
|
|
$
|
(7,927
|
)
|
|
$
|
1,699
|
|
|
|
|
|
|
|
|
Growth Rate
|
||||||||
|
Year Ended December 31,
|
|
Year Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||
Business customers (end of period)
|
16,756
|
|
|
14,463
|
|
|
12,043
|
|
|
16%
|
|
20%
|
|||
Billings
|
$
|
293,583
|
|
|
$
|
205,807
|
|
|
$
|
149,231
|
|
|
43%
|
|
38%
|
Billings from business customers
|
$
|
248,159
|
|
|
$
|
162,965
|
|
|
$
|
104,861
|
|
|
52%
|
|
55%
|
% of billings from business customers
|
85
|
%
|
|
79
|
%
|
|
70
|
%
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
$
|
232,029
|
|
|
$
|
166,824
|
|
|
$
|
131,841
|
|
Cost of revenue
(1)(2)
|
62,550
|
|
|
49,828
|
|
|
40,161
|
|
|||
Gross profit
|
169,479
|
|
|
116,996
|
|
|
91,680
|
|
|||
Operating expenses
(1)(2)
:
|
|
|
|
|
|
||||||
Sales and marketing
|
153,643
|
|
|
103,478
|
|
|
51,234
|
|
|||
Technology and content
|
65,998
|
|
|
49,293
|
|
|
36,159
|
|
|||
General and administrative
|
68,351
|
|
|
46,971
|
|
|
18,130
|
|
|||
Total operating expenses
|
287,992
|
|
|
199,742
|
|
|
105,523
|
|
|||
Loss from operations
|
(118,513
|
)
|
|
(82,746
|
)
|
|
(13,843
|
)
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(6,826
|
)
|
|
(11,665
|
)
|
|
(6,320
|
)
|
|||
Loss on debt extinguishment
|
(4,085
|
)
|
|
(1,882
|
)
|
|
—
|
|
|||
Other income, net
|
1,504
|
|
|
81
|
|
|
45
|
|
|||
Loss before income taxes
|
(127,920
|
)
|
|
(96,212
|
)
|
|
(20,118
|
)
|
|||
Provision for income taxes
|
(664
|
)
|
|
(324
|
)
|
|
(494
|
)
|
|||
Net loss
|
$
|
(128,584
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
(1)
|
Includes equity-based compensation expense as follows:
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenue
|
$
|
140
|
|
|
$
|
20
|
|
|
$
|
20
|
|
Sales and marketing
|
14,330
|
|
|
2,624
|
|
|
1,462
|
|
|||
Technology and content
|
8,747
|
|
|
1,966
|
|
|
2,050
|
|
|||
General and administrative
|
31,086
|
|
|
17,171
|
|
|
2,206
|
|
|||
Total equity-based compensation
|
$
|
54,303
|
|
|
$
|
21,781
|
|
|
$
|
5,738
|
|
(2)
|
Includes amortization of acquired intangible assets as follows:
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenue
|
$
|
7,586
|
|
|
$
|
7,008
|
|
|
$
|
6,565
|
|
Sales and marketing
|
389
|
|
|
721
|
|
|
643
|
|
|||
Technology and content
|
706
|
|
|
706
|
|
|
706
|
|
|||
General and administrative
|
—
|
|
|
91
|
|
|
120
|
|
|||
Total amortization of acquired intangible assets
|
$
|
8,681
|
|
|
$
|
8,526
|
|
|
$
|
8,034
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
232,029
|
|
|
$
|
166,824
|
|
|
$
|
65,205
|
|
|
39
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
$
|
62,550
|
|
|
$
|
49,828
|
|
|
$
|
12,722
|
|
|
26
|
%
|
Gross profit
|
169,479
|
|
|
116,996
|
|
|
52,483
|
|
|
45
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
$
|
153,643
|
|
|
$
|
103,478
|
|
|
$
|
50,165
|
|
|
48
|
%
|
Technology and content
|
65,998
|
|
|
49,293
|
|
|
16,705
|
|
|
34
|
%
|
|||
General and administrative
|
68,351
|
|
|
46,971
|
|
|
21,380
|
|
|
46
|
%
|
|||
Total operating expenses
|
$
|
287,992
|
|
|
$
|
199,742
|
|
|
$
|
88,250
|
|
|
44
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
$
|
(6,826
|
)
|
|
$
|
(11,665
|
)
|
|
$
|
4,839
|
|
|
(41
|
)%
|
Loss on debt extinguishment
|
(4,085
|
)
|
|
(1,882
|
)
|
|
(2,203
|
)
|
|
117
|
%
|
|||
Other income, net
|
1,504
|
|
|
81
|
|
|
1,423
|
|
|
1,757
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
$
|
166,824
|
|
|
$
|
131,841
|
|
|
$
|
34,983
|
|
|
27
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
$
|
49,828
|
|
|
$
|
40,161
|
|
|
$
|
9,667
|
|
|
24
|
%
|
Gross profit
|
116,996
|
|
|
91,680
|
|
|
25,316
|
|
|
28
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
$
|
103,478
|
|
|
$
|
51,234
|
|
|
$
|
52,244
|
|
|
102
|
%
|
Technology and content
|
49,293
|
|
|
36,159
|
|
|
13,134
|
|
|
36
|
%
|
|||
General and administrative
|
46,971
|
|
|
18,130
|
|
|
28,841
|
|
|
159
|
%
|
|||
Total operating expenses
|
$
|
199,742
|
|
|
$
|
105,523
|
|
|
$
|
94,219
|
|
|
89
|
%
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
|
2017
|
|
2016
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
$
|
(11,665
|
)
|
|
$
|
(6,320
|
)
|
|
$
|
(5,345
|
)
|
|
85
|
%
|
Loss on debt extinguishment
|
(1,882
|
)
|
|
—
|
|
|
(1,882
|
)
|
|
NM
|
|
|||
Other income, net
|
81
|
|
|
45
|
|
|
36
|
|
|
80
|
%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
Sept. 30,
2017 |
|
Dec. 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept. 30,
2018 |
|
Dec. 31,
2018 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
37,239
|
|
|
$
|
38,891
|
|
|
$
|
43,286
|
|
|
$
|
47,408
|
|
|
$
|
49,644
|
|
|
$
|
53,572
|
|
|
$
|
61,553
|
|
|
$
|
67,260
|
|
Cost of revenue
(1)(2)
|
11,209
|
|
|
11,887
|
|
|
12,582
|
|
|
14,150
|
|
|
14,886
|
|
|
15,890
|
|
|
15,331
|
|
|
16,443
|
|
||||||||
Gross profit
|
26,030
|
|
|
27,004
|
|
|
30,704
|
|
|
33,258
|
|
|
34,758
|
|
|
37,682
|
|
|
46,222
|
|
|
50,817
|
|
||||||||
Operating expenses
(1)(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
17,826
|
|
|
23,018
|
|
|
29,410
|
|
|
33,224
|
|
|
29,467
|
|
|
38,933
|
|
|
41,392
|
|
|
43,851
|
|
||||||||
Technology and content
|
10,205
|
|
|
11,326
|
|
|
12,448
|
|
|
15,314
|
|
|
13,325
|
|
|
16,493
|
|
|
17,227
|
|
|
18,953
|
|
||||||||
General and administrative
|
6,267
|
|
|
9,412
|
|
|
19,094
|
|
|
12,198
|
|
|
11,292
|
|
|
19,448
|
|
|
17,398
|
|
|
20,213
|
|
||||||||
Total operating expenses
|
34,298
|
|
|
43,756
|
|
|
60,952
|
|
|
60,736
|
|
|
54,084
|
|
|
74,874
|
|
|
76,017
|
|
|
83,017
|
|
||||||||
Loss from operations
|
(8,268
|
)
|
|
(16,752
|
)
|
|
(30,248
|
)
|
|
(27,478
|
)
|
|
(19,326
|
)
|
|
(37,192
|
)
|
|
(29,795
|
)
|
|
(32,200
|
)
|
||||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest expense
|
(1,527
|
)
|
|
(3,597
|
)
|
|
(3,252
|
)
|
|
(3,289
|
)
|
|
(3,710
|
)
|
|
(2,424
|
)
|
|
(342
|
)
|
|
(350
|
)
|
||||||||
Loss on debt extinguishment
|
—
|
|
|
(1,882
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,085
|
)
|
|
—
|
|
|
—
|
|
||||||||
Other income (expense), net
|
48
|
|
|
21
|
|
|
55
|
|
|
(43
|
)
|
|
(13
|
)
|
|
48
|
|
|
654
|
|
|
815
|
|
||||||||
Loss before income taxes
|
(9,747
|
)
|
|
(22,210
|
)
|
|
(33,445
|
)
|
|
(30,810
|
)
|
|
(23,049
|
)
|
|
(43,653
|
)
|
|
(29,483
|
)
|
|
(31,735
|
)
|
||||||||
Provision for income taxes
|
(58
|
)
|
|
(68
|
)
|
|
(90
|
)
|
|
(108
|
)
|
|
(109
|
)
|
|
(143
|
)
|
|
(254
|
)
|
|
(158
|
)
|
||||||||
Net loss
|
$
|
(9,805
|
)
|
|
$
|
(22,278
|
)
|
|
$
|
(33,535
|
)
|
|
$
|
(30,918
|
)
|
|
$
|
(23,158
|
)
|
|
$
|
(43,796
|
)
|
|
$
|
(29,737
|
)
|
|
$
|
(31,893
|
)
|
Net loss per share, basic and diluted
(3)
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.19
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.24
|
)
|
(1)
|
Includes equity-based compensation expense as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
Sept. 30,
2017 |
|
Dec. 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept. 30,
2018 |
|
Dec. 31,
2018 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cost of revenue
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
40
|
|
|
$
|
54
|
|
Sales and marketing
|
664
|
|
|
715
|
|
|
631
|
|
|
614
|
|
|
539
|
|
|
4,432
|
|
|
4,372
|
|
|
4,987
|
|
||||||||
Technology and content
|
464
|
|
|
526
|
|
|
499
|
|
|
477
|
|
|
381
|
|
|
2,668
|
|
|
2,790
|
|
|
2,908
|
|
||||||||
General and administrative
|
579
|
|
|
3,133
|
|
|
11,762
|
|
|
1,697
|
|
|
2,453
|
|
|
10,409
|
|
|
8,842
|
|
|
9,382
|
|
||||||||
Total equity-based compensation
|
$
|
1,712
|
|
|
$
|
4,379
|
|
|
$
|
12,897
|
|
|
$
|
2,793
|
|
|
$
|
3,373
|
|
|
$
|
17,555
|
|
|
$
|
16,044
|
|
|
$
|
17,331
|
|
(2)
|
Includes amortization of acquired intangible assets as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
Sept. 30,
2017 |
|
Dec. 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept. 30,
2018 |
|
Dec. 31,
2018 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cost of revenue
|
$
|
1,642
|
|
|
$
|
1,642
|
|
|
$
|
1,642
|
|
|
$
|
2,082
|
|
|
$
|
2,962
|
|
|
$
|
2,961
|
|
|
$
|
880
|
|
|
$
|
783
|
|
Sales and marketing
|
161
|
|
|
161
|
|
|
161
|
|
|
238
|
|
|
195
|
|
|
194
|
|
|
—
|
|
|
—
|
|
||||||||
Technology and content
|
176
|
|
|
176
|
|
|
176
|
|
|
178
|
|
|
176
|
|
|
177
|
|
|
176
|
|
|
177
|
|
||||||||
General and administrative
|
27
|
|
|
27
|
|
|
27
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total amortization of acquired intangible assets
|
$
|
2,006
|
|
|
$
|
2,006
|
|
|
$
|
2,006
|
|
|
$
|
2,508
|
|
|
$
|
3,333
|
|
|
$
|
3,332
|
|
|
$
|
1,056
|
|
|
$
|
960
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
Sept. 30,
2017 |
|
Dec. 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
Sept. 30,
2018 |
|
Dec. 31,
2018 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
30
|
|
|
31
|
|
|
29
|
|
|
30
|
|
|
30
|
|
|
30
|
|
|
25
|
|
|
24
|
|
Gross profit
|
70
|
|
|
69
|
|
|
71
|
|
|
70
|
|
|
70
|
|
|
70
|
|
|
75
|
|
|
76
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
48
|
|
|
59
|
|
|
68
|
|
|
70
|
|
|
59
|
|
|
73
|
|
|
67
|
|
|
65
|
|
Technology and content
|
27
|
|
|
29
|
|
|
29
|
|
|
32
|
|
|
27
|
|
|
31
|
|
|
28
|
|
|
28
|
|
General and administrative
|
17
|
|
|
24
|
|
|
44
|
|
|
26
|
|
|
23
|
|
|
36
|
|
|
28
|
|
|
30
|
|
Total operating expenses
|
92
|
|
|
112
|
|
|
141
|
|
|
128
|
|
|
109
|
|
|
140
|
|
|
123
|
|
|
123
|
|
Loss from operations
|
(22
|
)
|
|
(43
|
)
|
|
(70
|
)
|
|
(58
|
)
|
|
(39
|
)
|
|
(70
|
)
|
|
(48
|
)
|
|
(47
|
)
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(4
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(1
|
)
|
Loss on debt extinguishment
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
Other (expense) income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
Loss before income taxes
|
(26
|
)
|
|
(57
|
)
|
|
(78
|
)
|
|
(65
|
)
|
|
(46
|
)
|
|
(83
|
)
|
|
(48
|
)
|
|
(47
|
)
|
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss
|
(26
|
)%
|
|
(57
|
)%
|
|
(78
|
)%
|
|
(65
|
)%
|
|
(46
|
)%
|
|
(83
|
)%
|
|
(48
|
)%
|
|
(47
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
March 31,
2017 |
|
June 30,
2017 |
|
Sept. 30,
2017 |
|
Dec. 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018
|
|
Sept. 30,
2018
|
|
Dec. 31,
2018 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Business customers
(1)
(end of period)
|
12,580
|
|
|
13,214
|
|
|
13,887
|
|
|
14,463
|
|
|
14,830
|
|
|
15,507
|
|
|
16,185
|
|
|
16,756
|
|
||||||||
Billings
(2)
|
$
|
38,883
|
|
|
$
|
46,029
|
|
|
$
|
50,005
|
|
|
$
|
70,890
|
|
|
$
|
55,419
|
|
|
$
|
65,297
|
|
|
$
|
72,243
|
|
|
$
|
100,624
|
|
Billings from business customers
|
$
|
29,327
|
|
|
$
|
35,845
|
|
|
$
|
39,920
|
|
|
$
|
57,873
|
|
|
$
|
45,252
|
|
|
$
|
54,623
|
|
|
$
|
61,143
|
|
|
$
|
87,141
|
|
% of billings from business customers
|
75
|
%
|
|
78
|
%
|
|
80
|
%
|
|
82
|
%
|
|
82
|
%
|
|
84
|
%
|
|
85
|
%
|
|
87
|
%
|
(1)
|
See the section titled “—Key Business Metrics—Business customers” for additional information.
|
(2)
|
See the section titled “—Key Business Metrics—Billings” for additional information.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(5,896
|
)
|
|
$
|
(12,139
|
)
|
|
$
|
4,468
|
|
Net cash used in investing activities
|
(12,136
|
)
|
|
(8,333
|
)
|
|
(13,044
|
)
|
|||
Net cash provided by financing activities
|
200,789
|
|
|
29,498
|
|
|
19,621
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(163
|
)
|
|
54
|
|
|
(37
|
)
|
|||
Net increase in cash, cash equivalents, and restricted cash
|
$
|
182,594
|
|
|
$
|
9,080
|
|
|
$
|
11,008
|
|
|
|
|
Payments due by period
|
||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Lease obligations
(1)
|
$
|
142,349
|
|
|
$
|
5,948
|
|
|
$
|
17,345
|
|
|
$
|
19,732
|
|
|
$
|
99,324
|
|
Other contractual obligations
|
12,818
|
|
|
5,858
|
|
|
6,960
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
155,167
|
|
|
$
|
11,806
|
|
|
$
|
24,305
|
|
|
$
|
19,732
|
|
|
$
|
99,324
|
|
(1)
|
We had leases that expire at various dates through 2035. The amounts above include amounts payable under operating and build-to-suit leases.
|
•
|
Fair Value of Common Stock:
We determine the fair value of common stock as of each grant date using the market closing price of our Class A common stock on the date of grant.
|
•
|
Risk-free Interest Rate:
The risk-free interest rate is derived from the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options.
|
•
|
Expected Term:
The expected term is estimated using the simplified method due to a lack of historical exercise activity for us. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the ESPP, we use the period from the beginning of the offering period to the end of each purchase period.
|
•
|
Volatility:
The price volatility factor is based on the historical volatilities of comparable companies as we do not have sufficient trading history for our common stock. To determine comparable companies, we consider public enterprise cloud-based application providers and select those that are similar in size, stage of life cycle, and financial leverage. We will continue to use this process until a sufficient amount of historical information regarding volatility becomes available, or until circumstances change such that the identified companies are no longer relevant, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.
|
•
|
Dividend Yield:
We have not and do not expect to pay dividends for the foreseeable future.
|
|
Page
|
|
|
The supplementary financial information required by this Item 8, is included in Part II, Item 7 under the caption "Quarterly Results of Operations," which is incorporated herein by reference.
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
194,306
|
|
|
$
|
28,267
|
|
Accounts receivable, net of allowances of $2,501 and $1,552 as of December 31, 2018 and 2017, respectively
|
63,436
|
|
|
38,229
|
|
||
Prepaid expenses and other current assets
|
8,323
|
|
|
5,125
|
|
||
Total current assets
|
266,065
|
|
|
71,621
|
|
||
Property and equipment, net
|
31,641
|
|
|
22,457
|
|
||
Content library, net
|
7,050
|
|
|
13,441
|
|
||
Intangible assets, net
|
1,759
|
|
|
2,854
|
|
||
Goodwill
|
123,119
|
|
|
123,119
|
|
||
Restricted cash
|
16,765
|
|
|
210
|
|
||
Other assets
|
1,064
|
|
|
2,718
|
|
||
Total assets
|
$
|
447,463
|
|
|
$
|
236,420
|
|
Liabilities, redeemable convertible preferred units, and stockholders’ equity/members’ deficit
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
7,160
|
|
|
$
|
6,029
|
|
Accrued expenses
|
32,047
|
|
|
26,514
|
|
||
Accrued author fees
|
10,002
|
|
|
7,879
|
|
||
Deferred revenue
|
157,695
|
|
|
103,107
|
|
||
Total current liabilities
|
206,904
|
|
|
143,529
|
|
||
Deferred revenue, net of current portion
|
14,886
|
|
|
8,194
|
|
||
Long-term debt, less current portion, net
|
—
|
|
|
116,037
|
|
||
Facility financing obligation
|
15,777
|
|
|
7,513
|
|
||
Other liabilities
|
1,303
|
|
|
458
|
|
||
Total liabilities
|
238,870
|
|
|
275,731
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
||||
Redeemable convertible preferred units:
|
|
|
|
||||
Redeemable convertible preferred units, no par value; 48,447,880 units authorized, issued and outstanding as of December 31, 2017
|
—
|
|
|
405,766
|
|
||
Stockholders’ equity/members’ deficit:
|
|
|
|
||||
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2018
|
—
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, 65,191,907 shares issued and outstanding as of December 31, 2018; 1,000 shares authorized, issued and outstanding as of December 31, 2017
|
7
|
|
|
—
|
|
||
Class B common stock, $0.0001 par value per share, 200,000,000 shares authorized, 57,490,881 shares issued and outstanding as of December 31, 2018
|
6
|
|
|
—
|
|
||
Class C common stock, $0.0001 par value per share, 50,000,000 shares authorized, 14,586,173 shares issued and outstanding as of December 31, 2018
|
1
|
|
|
—
|
|
||
Additional paid-in capital
|
452,576
|
|
|
—
|
|
||
Accumulated other comprehensive (loss) income
|
(41
|
)
|
|
25
|
|
||
Accumulated deficit
|
(351,123
|
)
|
|
(445,102
|
)
|
||
Total stockholders’ equity attributable to Pluralsight, Inc./members’ deficit
|
101,426
|
|
|
(445,077
|
)
|
||
Non-controlling interests
|
107,167
|
|
|
—
|
|
||
Total stockholders’ equity/members’ deficit
|
208,593
|
|
|
(445,077
|
)
|
||
Total liabilities, redeemable convertible preferred units, and stockholders’ equity/members’ deficit
|
$
|
447,463
|
|
|
$
|
236,420
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Revenue
|
$
|
232,029
|
|
|
$
|
166,824
|
|
|
$
|
131,841
|
|
Cost of revenue
|
62,550
|
|
|
49,828
|
|
|
40,161
|
|
|||
Gross profit
|
169,479
|
|
|
116,996
|
|
|
91,680
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Sales and marketing
|
153,643
|
|
|
103,478
|
|
|
51,234
|
|
|||
Technology and content
|
65,998
|
|
|
49,293
|
|
|
36,159
|
|
|||
General and administrative
|
68,351
|
|
|
46,971
|
|
|
18,130
|
|
|||
Total operating expenses
|
287,992
|
|
|
199,742
|
|
|
105,523
|
|
|||
Loss from operations
|
(118,513
|
)
|
|
(82,746
|
)
|
|
(13,843
|
)
|
|||
Other (expense) income:
|
|
|
|
|
|
||||||
Interest expense
|
(6,826
|
)
|
|
(11,665
|
)
|
|
(6,320
|
)
|
|||
Loss on debt extinguishment
|
(4,085
|
)
|
|
(1,882
|
)
|
|
—
|
|
|||
Other income, net
|
1,504
|
|
|
81
|
|
|
45
|
|
|||
Loss before income taxes
|
(127,920
|
)
|
|
(96,212
|
)
|
|
(20,118
|
)
|
|||
Provision for income taxes
|
(664
|
)
|
|
(324
|
)
|
|
(494
|
)
|
|||
Net loss
|
$
|
(128,584
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
Less: Net loss attributable to non-controlling interests
|
(44,917
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss attributable to Pluralsight, Inc.
|
$
|
(83,667
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
Less: Accretion of Series A redeemable convertible preferred units
|
(176,275
|
)
|
|
(63,800
|
)
|
|
(6,325
|
)
|
|||
Net loss attributable to common shares
|
$
|
(259,942
|
)
|
|
$
|
(160,336
|
)
|
|
$
|
(26,937
|
)
|
Net loss per share, basic and diluted
(1)
|
$
|
(0.65
|
)
|
|
|
|
|
||||
Weighted-average common shares used in computing basic and diluted net loss per share
(1)
|
62,840
|
|
|
|
|
|
(1)
|
Represents net loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the periods following the Reorganization Transactions and Pluralsight, Inc.’s initial public offering described in Note 1—Organization and Description of Business. See Note 13—Net Loss Per Share for additional details.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(128,584
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation (losses) gains, net
|
(112
|
)
|
|
33
|
|
|
(7
|
)
|
|||
Comprehensive loss
|
$
|
(128,696
|
)
|
|
$
|
(96,503
|
)
|
|
$
|
(20,619
|
)
|
Less: Comprehensive loss attributable to non-controlling interests
|
(44,967
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss attributable to Pluralsight, Inc.
|
$
|
(83,729
|
)
|
|
$
|
(96,503
|
)
|
|
$
|
(20,619
|
)
|
|
Redeemable
Convertible
Preferred Units
|
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Accumulated
Deficit
|
|
Non-Controlling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||||
|
Units
|
|
Amount
|
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at January 1, 2016
|
45,216,286
|
|
|
$
|
305,294
|
|
|
|
47,428,921
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(286,133
|
)
|
|
$
|
—
|
|
|
$
|
(286,134
|
)
|
Issuance of Series C redeemable convertible preferred units, net of issuance costs
|
3,231,594
|
|
|
30,347
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Issuance of Class A common units, net of issuance costs
|
—
|
|
|
—
|
|
|
|
353,351
|
|
|
2,082
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,082
|
|
||||||||||
Redemption of incentive units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(1,972
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,972
|
)
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
5,738
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,738
|
|
||||||||||
Accretion of Series A redeemable convertible preferred units
|
—
|
|
|
6,325
|
|
|
|
—
|
|
|
(5,848
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(477
|
)
|
|
—
|
|
|
(6,325
|
)
|
||||||||||
Foreign currency translation losses
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,612
|
)
|
|
—
|
|
|
(20,612
|
)
|
||||||||||
Balance at December 31, 2016
|
48,447,880
|
|
|
341,966
|
|
|
|
47,782,272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(307,222
|
)
|
|
—
|
|
|
(307,230
|
)
|
||||||||||
Exchange of Class A common units for Class B common units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2,074
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,074
|
|
||||||||||
Issuance of Class A common units
|
—
|
|
|
—
|
|
|
|
625,373
|
|
|
4,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,399
|
|
||||||||||
Redemption of incentive units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(3,724
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,724
|
)
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
19,707
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,707
|
|
||||||||||
Accretion of Series A redeemable convertible preferred units
|
—
|
|
|
63,800
|
|
|
|
—
|
|
|
(22,456
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,344
|
)
|
|
—
|
|
|
(63,800
|
)
|
||||||||||
Foreign currency translation gains
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
33
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,536
|
)
|
|
—
|
|
|
(96,536
|
)
|
||||||||||
Balance at December 31, 2017
|
48,447,880
|
|
|
$
|
405,766
|
|
|
|
48,407,645
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
(445,102
|
)
|
|
$
|
—
|
|
|
$
|
(445,077
|
)
|
|
Redeemable
Convertible
Preferred Units
|
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Accumulated
Deficit
|
|
Non-Controlling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||||
|
Units
|
|
Amount
|
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at January 1, 2018
|
48,447,880
|
|
|
$
|
405,766
|
|
|
|
48,407,645
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
(445,102
|
)
|
|
$
|
—
|
|
|
$
|
(445,077
|
)
|
Activity prior to the Reorganization Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Issuance of warrants to purchase shares of Class A common stock
|
—
|
|
|
—
|
|
|
|
—
|
|
|
984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
984
|
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
13,155
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,155
|
|
||||||||||
Accretion of Series A redeemable convertible preferred units
|
—
|
|
|
176,275
|
|
|
|
—
|
|
|
(14,139
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(162,136
|
)
|
|
—
|
|
|
(176,275
|
)
|
||||||||||
Foreign currency translation losses
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,660
|
)
|
|
—
|
|
|
(42,660
|
)
|
||||||||||
Effect of the Reorganization Transactions and initial public offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Effect of Reorganization Transactions
|
(48,447,880
|
)
|
|
(582,041
|
)
|
|
|
(48,407,645
|
)
|
|
—
|
|
|
39,110,660
|
|
|
4
|
|
|
58,111,572
|
|
|
6
|
|
|
14,048,138
|
|
|
1
|
|
|
582,030
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
582,041
|
|
||||||||||
Initial public offering, net of offering costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
23,805,000
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,706
|
|
||||||||||
Allocation of equity to non-controlling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(474,007
|
)
|
|
(4
|
)
|
|
339,782
|
|
|
134,229
|
|
|
—
|
|
||||||||||
Activity subsequent to the Reorganization Transactions and initial public offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Effect of the Rescission Transactions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(605,390
|
)
|
|
—
|
|
|
455,217
|
|
|
—
|
|
|
150,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Settlement of equity appreciation rights
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
||||||||||
Effect of exchanges of LLC Units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,107,448
|
|
|
—
|
|
|
(1,071,448
|
)
|
|
—
|
|
|
(36,000
|
)
|
|
—
|
|
|
1,723
|
|
|
—
|
|
|
—
|
|
|
(1,723
|
)
|
|
—
|
|
||||||||||
Issuance of common stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
836,365
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,538
|
|
||||||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
608,488
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
423,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Exercise of common stock warrants
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
267,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
61,418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
840
|
|
||||||||||
Forfeiture of unvested LLC Units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Shares withheld for tax withholding on equity awards
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,905
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,905
|
)
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,607
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,607
|
|
||||||||||
Adjustments to non-controlling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,628
|
)
|
|
—
|
|
|
—
|
|
|
19,628
|
|
|
—
|
|
||||||||||
Foreign currency translation losses
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(50
|
)
|
|
(94
|
)
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,007
|
)
|
|
(44,917
|
)
|
|
(85,924
|
)
|
||||||||||
Balance at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
65,191,907
|
|
|
$
|
7
|
|
|
57,490,881
|
|
|
$
|
6
|
|
|
14,586,173
|
|
|
$
|
1
|
|
|
$
|
452,576
|
|
|
$
|
(41
|
)
|
|
$
|
(351,123
|
)
|
|
$
|
107,167
|
|
|
$
|
208,593
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(128,584
|
)
|
|
$
|
(96,536
|
)
|
|
$
|
(20,612
|
)
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation of property and equipment
|
8,318
|
|
|
6,675
|
|
|
4,274
|
|
|||
Amortization of acquired intangible assets
|
8,681
|
|
|
8,526
|
|
|
8,034
|
|
|||
Amortization of course creation costs
|
1,993
|
|
|
1,462
|
|
|
1,337
|
|
|||
Equity-based compensation
|
54,303
|
|
|
21,781
|
|
|
5,738
|
|
|||
Provision for doubtful accounts
|
675
|
|
|
479
|
|
|
89
|
|
|||
Amortization of debt discount and debt issuance costs
|
1,215
|
|
|
1,847
|
|
|
469
|
|
|||
Debt extinguishment costs
|
4,197
|
|
|
931
|
|
|
6
|
|
|||
Deferred tax benefit
|
(252
|
)
|
|
(83
|
)
|
|
—
|
|
|||
Other
|
161
|
|
|
63
|
|
|
—
|
|
|||
Changes in assets and liabilities, net of effects of acquisition:
|
|
|
|
|
|
||||||
Accounts receivable
|
(26,156
|
)
|
|
(16,123
|
)
|
|
(12,862
|
)
|
|||
Prepaid expenses and other assets
|
(3,482
|
)
|
|
(2,796
|
)
|
|
(701
|
)
|
|||
Accounts payable
|
1,385
|
|
|
2,561
|
|
|
677
|
|
|||
Accrued expenses and other liabilities
|
7,973
|
|
|
17,960
|
|
|
1,290
|
|
|||
Accrued author fees
|
2,123
|
|
|
2,131
|
|
|
894
|
|
|||
Deferred revenue
|
61,554
|
|
|
38,983
|
|
|
17,390
|
|
|||
Related party note payable
|
—
|
|
|
—
|
|
|
(1,555
|
)
|
|||
Net cash (used in) provided by operating activities
|
(5,896
|
)
|
|
(12,139
|
)
|
|
4,468
|
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(8,796
|
)
|
|
(5,951
|
)
|
|
(10,142
|
)
|
|||
Purchases of content library
|
(3,340
|
)
|
|
(2,382
|
)
|
|
(2,253
|
)
|
|||
Purchases of business, net of cash acquired
|
—
|
|
|
—
|
|
|
(649
|
)
|
|||
Net cash used in investing activities
|
(12,136
|
)
|
|
(8,333
|
)
|
|
(13,044
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
332,080
|
|
|
—
|
|
|
—
|
|
|||
Payments of costs related to initial public offering
|
(7,083
|
)
|
|
(307
|
)
|
|
—
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(16,905
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of common stock from employee equity plans
|
13,378
|
|
|
—
|
|
|
—
|
|
|||
Borrowings of long-term debt
|
20,000
|
|
|
115,000
|
|
|
—
|
|
|||
Repayments of long-term debt
|
(137,710
|
)
|
|
(85,000
|
)
|
|
(8,125
|
)
|
|||
Payments of debt extinguishment costs
|
(2,179
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of debt issuance costs
|
(450
|
)
|
|
(854
|
)
|
|
(136
|
)
|
|||
Payments to settle equity appreciation rights
|
(325
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the issuance of Series C redeemable convertible preferred units, net of issuance costs
|
—
|
|
|
—
|
|
|
30,347
|
|
|||
Proceeds from the issuance of common units, net of issuance costs
|
—
|
|
|
4,399
|
|
|
1,986
|
|
|||
Redemption of incentive units
|
—
|
|
|
(3,724
|
)
|
|
(1,876
|
)
|
|||
Repayments of related-party note payable
|
—
|
|
|
—
|
|
|
(4,782
|
)
|
|||
Deemed landlord financing proceeds
|
—
|
|
|
—
|
|
|
2,213
|
|
|||
Other
|
(17
|
)
|
|
(16
|
)
|
|
(6
|
)
|
|||
Net cash provided by financing activities
|
200,789
|
|
|
29,498
|
|
|
19,621
|
|
|||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
(163
|
)
|
|
54
|
|
|
(37
|
)
|
|||
Net increase in cash, cash equivalents, and restricted cash
|
182,594
|
|
|
9,080
|
|
|
11,008
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
28,477
|
|
|
19,397
|
|
|
8,389
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
211,071
|
|
|
$
|
28,477
|
|
|
$
|
19,397
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Supplemental cash flow disclosure:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
4,271
|
|
|
$
|
6,858
|
|
|
$
|
5,506
|
|
Cash paid for income taxes, net
|
$
|
452
|
|
|
$
|
425
|
|
|
$
|
462
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Conversion of redeemable convertible preferred units
|
$
|
582,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Redeemable convertible preferred unit accretion
|
$
|
176,275
|
|
|
$
|
63,800
|
|
|
$
|
6,325
|
|
Property acquired under build-to-suit lease agreements
|
$
|
8,281
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of warrants to purchase shares of Class A common stock
|
$
|
984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unpaid capital expenditures
|
$
|
519
|
|
|
$
|
555
|
|
|
$
|
20
|
|
Equity-based compensation capitalized as internal-use software
|
$
|
461
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Offering costs, accrued but not yet paid
|
$
|
—
|
|
|
$
|
1,699
|
|
|
$
|
—
|
|
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
194,306
|
|
|
$
|
28,267
|
|
|
$
|
19,397
|
|
Restricted cash
|
16,765
|
|
|
210
|
|
|
—
|
|
|||
Total cash, cash equivalents, and restricted cash
|
$
|
211,071
|
|
|
$
|
28,477
|
|
|
$
|
19,397
|
|
•
|
The amended and restated limited liability company agreement of Pluralsight Holdings (“LLC Agreement”) was amended and restated to, among other things: (i) appoint Pluralsight, Inc. as its sole managing member and (ii) effectuate the conversion of all outstanding redeemable convertible preferred limited liability company units, incentive units, and Class B incentive units into a single class of LLC Units. See Note 9—Stockholders’ Equity for additional details.
|
•
|
Certain members of Pluralsight Holdings that were corporations merged with and into Pluralsight, Inc. and certain members of Pluralsight Holdings contributed certain of their LLC Units to Pluralsight, Inc., in each case in exchange for shares of Class A common stock.
|
•
|
The certificate of incorporation of Pluralsight, Inc. was amended and restated to authorize
three
classes of common stock, Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class B and Class C common stock were issued on a
one
-for-one basis to the members of Pluralsight Holdings who retained LLC Units (“Continuing Members”). Class B and Class C common stock have voting rights but no economic rights. See Note 9—Stockholders’ Equity for additional details.
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
1,552
|
|
|
$
|
708
|
|
|
$
|
167
|
|
Provision for doubtful accounts
|
675
|
|
|
479
|
|
|
89
|
|
|||
Provision for accounts in deferred revenue
|
1,510
|
|
|
767
|
|
|
842
|
|
|||
Accounts written-off, net of recoveries
|
(1,236
|
)
|
|
(402
|
)
|
|
(390
|
)
|
|||
Balance, end of period
|
$
|
2,501
|
|
|
$
|
1,552
|
|
|
$
|
708
|
|
|
Estimated Useful Life
|
|
|
Computer equipment
|
3-5 years
|
Purchased software
|
1-5 years
|
Internal-use software
|
1-3 years
|
Furniture and fixtures
|
5-7 years
|
Leasehold improvements
|
Shorter of remaining lease term or estimated useful life
|
Buildings
|
27-30 years
|
•
|
Fair Value of Common Stock:
The Company determines the fair value of common stock as of each grant date using the market closing price of Pluralsight, Inc.’s Class A common stock on the date of grant.
|
•
|
Risk-free Interest Rate:
The risk-free interest rate is derived from the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options.
|
•
|
Expected Term:
The expected term is estimated using the simplified method due to a lack of historical exercise activity for the Company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the ESPP, the Company uses the period from the beginning of the offering period to the end of each purchase period.
|
•
|
Volatility:
The price volatility factor is based on the historical volatilities of comparable companies as the Company does not have sufficient trading history for its common stock. To determine comparable companies, the Company considers public enterprise cloud-based application providers and selects those that are similar in size, stage of life cycle, and financial leverage. The Company will continue to use this process until a sufficient amount of historical information regarding volatility becomes available, or until circumstances change such that the identified companies are no longer relevant, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.
|
•
|
Dividend Yield:
The Company has not and does not expect to pay dividends for the foreseeable future.
|
|
As of December 31, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
185,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,405
|
|
|
As of December 31, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
25,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,146
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Prepaid expenses
|
$
|
7,931
|
|
|
$
|
4,586
|
|
Other current assets
|
392
|
|
|
539
|
|
||
Prepaid expenses and other current assets
|
$
|
8,323
|
|
|
$
|
5,125
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Computer equipment
|
$
|
9,369
|
|
|
$
|
7,482
|
|
Software
|
2,031
|
|
|
1,982
|
|
||
Capitalized internal-use software costs
|
13,880
|
|
|
8,631
|
|
||
Furniture and fixtures
|
5,478
|
|
|
5,234
|
|
||
Buildings
|
11,251
|
|
|
11,251
|
|
||
Leasehold improvements
|
1,490
|
|
|
1,324
|
|
||
Construction in progress
|
1,671
|
|
|
587
|
|
||
Build-to-suit lease asset under construction
|
8,281
|
|
|
—
|
|
||
Total property and equipment
|
53,451
|
|
|
36,491
|
|
||
Less: Accumulated depreciation
|
(21,810
|
)
|
|
(14,034
|
)
|
||
Property and equipment, net
|
$
|
31,641
|
|
|
$
|
22,457
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Accrued compensation
|
$
|
22,285
|
|
|
$
|
18,568
|
|
Accrued income and other taxes payable
|
5,408
|
|
|
3,492
|
|
||
Accrued other current liabilities
|
4,354
|
|
|
4,454
|
|
||
Accrued expenses
|
$
|
32,047
|
|
|
$
|
26,514
|
|
|
As of December 31, 2018
|
|||||||||||||
|
Weighted Average
Remaining Useful Life (in years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net Book
Value |
|||||||
|
|
|
|
|
|
|
|
|||||||
Content library:
|
|
|
|
|
|
|
|
|||||||
Acquired content library
|
0.5
|
|
|
$
|
32,835
|
|
|
$
|
32,229
|
|
|
$
|
606
|
|
Course creation costs
|
3.5
|
|
|
13,552
|
|
|
7,108
|
|
|
6,444
|
|
|||
Total
|
|
|
$
|
46,387
|
|
|
$
|
39,337
|
|
|
$
|
7,050
|
|
|
Intangible assets:
|
|
|
|
|
|
|
|
|||||||
Technology
|
2.6
|
|
|
$
|
4,500
|
|
|
$
|
2,786
|
|
|
$
|
1,714
|
|
Trademarks
|
—
|
|
|
162
|
|
|
162
|
|
|
—
|
|
|||
Noncompetition agreements
|
—
|
|
|
390
|
|
|
390
|
|
|
—
|
|
|||
Customer relationships
|
—
|
|
|
2,750
|
|
|
2,750
|
|
|
—
|
|
|||
Database
|
—
|
|
|
40
|
|
|
40
|
|
|
—
|
|
|||
Domain names
|
Indefinite
|
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Total
|
|
|
$
|
7,887
|
|
|
$
|
6,128
|
|
|
$
|
1,759
|
|
|
As of December 31, 2017
|
||||||||||||
|
Weighted Average
Remaining Useful Life (in years) |
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
|
|
|
|
|
|
|
||||||
Content library:
|
|
|
|
|
|
|
|
||||||
Acquired content library
|
2.4
|
|
$
|
32,835
|
|
|
$
|
24,643
|
|
|
$
|
8,192
|
|
Course creation costs
|
3.8
|
|
10,640
|
|
|
5,391
|
|
|
5,249
|
|
|||
Total
|
|
|
$
|
43,475
|
|
|
$
|
30,034
|
|
|
$
|
13,441
|
|
Intangible assets:
|
|
|
|
|
|
|
|
||||||
Technology
|
4.5
|
|
$
|
4,500
|
|
|
$
|
2,080
|
|
|
$
|
2,420
|
|
Trademarks
|
4.8
|
|
1,162
|
|
|
773
|
|
|
389
|
|
|||
Noncompetition agreements
|
0.8
|
|
390
|
|
|
390
|
|
|
—
|
|
|||
Customer relationships
|
0.8
|
|
2,750
|
|
|
2,750
|
|
|
—
|
|
|||
Database
|
—
|
|
40
|
|
|
40
|
|
|
—
|
|
|||
Domain names
|
Indefinite
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Total
|
|
|
$
|
8,887
|
|
|
$
|
6,033
|
|
|
$
|
2,854
|
|
Year Ending December 31,
|
|
Amortization
Expense
|
||
|
|
|
||
2019
|
|
$
|
3,371
|
|
2020
|
|
2,358
|
|
|
2021
|
|
1,781
|
|
|
2022
|
|
894
|
|
|
2023
|
|
360
|
|
|
Total
|
|
$
|
8,764
|
|
|
As of December 31, 2017
|
||
|
|
||
Principal borrowings outstanding
|
$
|
116,620
|
|
Less: debt issuance costs, net of amortization
|
(583
|
)
|
|
Net carrying amount
|
$
|
116,037
|
|
Year Ending December 31,
|
|
|
||
|
|
|
||
2019
|
$
|
5,948
|
|
|
2020
|
7,466
|
|
||
2021
|
9,879
|
|
||
2022
|
9,871
|
|
||
2023
|
9,861
|
|
||
Thereafter
|
99,324
|
|
||
Less: Sublease rental income
|
(238
|
)
|
||
Total future minimum lease payments
|
$
|
142,111
|
|
|
As of December 31, 2017
|
||
|
|
||
Series A
|
$
|
236,225
|
|
Series B
|
139,194
|
|
|
Series C
|
30,347
|
|
|
Total
|
$
|
405,766
|
|
|
Liquidation
Preference
|
|
Original
Issue Price
|
|
Conversion
Ratio
|
||||
|
|
|
|
|
|
||||
Series A
|
$
|
27,500
|
|
|
$
|
1.00
|
|
|
1:1
|
Series B
|
139,250
|
|
|
7.86
|
|
|
1:1
|
||
Series C
|
30,442
|
|
|
9.42
|
|
|
1:1
|
||
Total liquidation preference
|
$
|
197,192
|
|
|
|
|
|
|
As of December 31, 2017
|
||||
|
Authorized
Units |
|
Outstanding
Units |
||
|
|
|
|
||
Class A common units
|
112,556,982
|
|
|
35,446,574
|
|
Class B common units
|
15,961,071
|
|
|
12,961,071
|
|
Total
|
128,518,053
|
|
|
48,407,645
|
|
|
As of December 31, 2018
|
||||
|
Units
|
|
Ownership %
|
||
|
|
|
|
||
Pluralsight, Inc.'s ownership of LLC Units
|
65,191,907
|
|
|
48.6
|
%
|
LLC Units owned by the Continuing Members
(1)
|
68,881,732
|
|
|
51.4
|
%
|
|
134,073,639
|
|
|
100.0
|
%
|
|
As of December 31, 2017
|
||||
|
Authorized
Units |
|
Outstanding
Units |
||
|
|
|
|
||
Incentive units
|
16,229,445
|
|
|
15,791,871
|
|
Class A incentive units
|
3,000,000
|
|
|
—
|
|
Class B incentive units
|
3,000,000
|
|
|
3,000,000
|
|
Total
|
22,229,445
|
|
|
18,791,871
|
|
|
Number of
Units
|
|
Weighted-
Average
Threshold
Price
|
|
Weighted-
Average
Catch-up
Price
|
|
Aggregate
Intrinsic
Value
(1)
(in millions)
|
|||||||
|
|
|
|
|
|
|
|
|||||||
Incentive units:
|
|
|
|
|
|
|
|
|||||||
Incentive units outstanding at January 1, 2016
|
10,557,437
|
|
|
$
|
4.34
|
|
|
$
|
2.43
|
|
|
|
||
Incentive units granted
|
4,338,813
|
|
|
9.42
|
|
|
4.06
|
|
|
|
||||
Incentive units redeemed
|
(353,357
|
)
|
|
1.00
|
|
|
—
|
|
|
|
||||
Incentive units forfeited or cancelled
|
(543,209
|
)
|
|
7.43
|
|
|
4.42
|
|
|
|
||||
Incentive units outstanding at December 31, 2016
|
13,999,684
|
|
|
5.88
|
|
|
2.92
|
|
|
$
|
42.0
|
|
||
Incentive units granted
|
2,462,220
|
|
|
9.42
|
|
|
3.03
|
|
|
|
||||
Incentive units redeemed
|
(582,804
|
)
|
|
3.54
|
|
|
1.78
|
|
|
|
||||
Incentive units forfeited or cancelled
|
(87,229
|
)
|
|
7.97
|
|
|
4.75
|
|
|
|
||||
Incentive units outstanding at December 31, 2017
|
15,791,871
|
|
|
6.50
|
|
|
2.97
|
|
|
77.0
|
|
|||
Incentive units forfeited or cancelled
|
(8,182
|
)
|
|
7.86
|
|
|
4.81
|
|
|
|
||||
Incentive units converted or exchanged in connection with the IPO
|
(15,783,689
|
)
|
|
6.50
|
|
|
2.97
|
|
|
|
||||
Incentive units outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Incentive units vested—December 31, 2016
|
8,322,892
|
|
|
$
|
4.02
|
|
|
$
|
2.39
|
|
|
$
|
35.8
|
|
Incentive units vested—December 31, 2017
|
10,181,221
|
|
|
$
|
4.98
|
|
|
$
|
2.65
|
|
|
$
|
61.9
|
|
(1)
|
Aggregate intrinsic value is calculated as the difference between the fair value of the common unit on December 31, 2017 and 2016, respectively, and the threshold price less the catch-up price.
|
(1)
|
Aggregate intrinsic value is calculated as the difference between the fair value of the common unit on December 31, 2017 and the threshold price less the catch-up price.
|
|
|
As of December 31, 2017
|
||||||||||||
|
|
Incentive Units Outstanding
|
|
Incentive Units Vested
|
||||||||||
Threshold Price
|
|
Number of
Units |
|
Weighted
Average Catch-up Price |
|
Number of
Units |
|
Weighted
Average Catch-up Price |
||||||
|
|
|
|
|
|
|
|
|
||||||
$1.00
|
|
4,400,988
|
|
|
$
|
—
|
|
|
4,400,988
|
|
|
$
|
—
|
|
1.20
|
|
270,593
|
|
|
—
|
|
|
270,593
|
|
|
—
|
|
||
7.86
|
|
4,354,669
|
|
|
5.04
|
|
|
3,796,845
|
|
|
5.29
|
|
||
9.42
|
|
9,765,621
|
|
|
3.36
|
|
|
1,712,795
|
|
|
4.06
|
|
||
|
|
18,791,871
|
|
|
$
|
2.92
|
|
|
10,181,221
|
|
|
$
|
2.65
|
|
|
Incentive
Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
|
|
|
|
|||
Incentive units:
|
|
|
|
|||
Unvested units outstanding at January 1, 2016
|
4,649,737
|
|
|
$
|
2.16
|
|
Granted
|
4,338,813
|
|
|
3.66
|
|
|
Vested
|
(2,768,549
|
)
|
|
1.93
|
|
|
Forfeited or cancelled
|
(543,209
|
)
|
|
3.03
|
|
|
Unvested units outstanding at December 31, 2016
|
5,676,792
|
|
|
3.34
|
|
|
Granted
|
2,462,220
|
|
|
4.07
|
|
|
Vested
|
(2,441,133
|
)
|
|
3.11
|
|
|
Forfeited or cancelled
|
(87,229
|
)
|
|
3.23
|
|
|
Unvested units outstanding at December 31, 2017
|
5,610,650
|
|
|
3.76
|
|
|
Vested
|
(500,749
|
)
|
|
3.66
|
|
|
Forfeited or cancelled
|
(8,182
|
)
|
|
3.20
|
|
|
Incentive units converted or exchanged in connection with the IPO
|
(5,101,719
|
)
|
|
3.77
|
|
|
Unvested units outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
Class B incentive units:
|
|
|
|
|||
Unvested units outstanding at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
3,000,000
|
|
|
6.05
|
|
|
Unvested units outstanding at December 31, 2017
|
3,000,000
|
|
|
6.05
|
|
|
Incentive units converted or exchanged in connection with the IPO
|
(3,000,000
|
)
|
|
6.05
|
|
|
Unvested units outstanding at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
Unvested Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
|
|
|
|
|||
Unvested Class A common shares outstanding following the Reorganization Transactions
|
605,390
|
|
|
$
|
6.55
|
|
Vested
|
(237,530
|
)
|
|
8.40
|
|
|
Effect of the Rescission Transactions
|
(367,860
|
)
|
|
5.35
|
|
|
Unvested Class A common shares outstanding—December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
Unvested Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
|
|
|
|
|||
Unvested LLC Units outstanding following the Reorganization Transactions
|
3,942,674
|
|
|
$
|
7.73
|
|
Effect of the Rescission Transactions
|
605,390
|
|
|
6.55
|
|
|
Cancelled
|
(4,460
|
)
|
|
3.68
|
|
|
Vested
|
(1,348,282
|
)
|
|
7.47
|
|
|
Unvested LLC Units outstanding—December 31, 2018
|
3,195,322
|
|
|
$
|
7.63
|
|
|
Stock Options Outstanding
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
|
|
|
|
|
|
|
|
|||||
Outstanding as of December 31, 2017
|
—
|
|
|
|
|
|
|
|
||||
Granted
|
5,236,155
|
|
|
$
|
15.00
|
|
|
|
|
|
||
Exercised
|
(81,833
|
)
|
|
15.00
|
|
|
|
|
|
|||
Forfeited or cancelled
|
(10,610
|
)
|
|
15.00
|
|
|
|
|
|
|||
Outstanding as of December 31, 2018
|
5,143,712
|
|
|
$
|
15.00
|
|
|
9.4
|
|
$
|
44.0
|
|
Vested and exercisable as of December 31, 2018
|
1,224,563
|
|
|
$
|
15.00
|
|
|
9.4
|
|
$
|
10.5
|
|
Dividend yield
|
None
|
Volatility
|
55.00%
|
Risk-free interest rate
|
2.97%
|
Expected term (years)
|
5.63
|
|
Number of
RSUs or Units
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
|
|
|
|
|||
RSUs of Pluralsight, Inc.:
|
|
|
|
|||
Balance at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
2,413,300
|
|
|
7.04
|
|
|
Forfeited or cancelled
|
(234,850
|
)
|
|
6.80
|
|
|
Balance at December 31, 2017
|
2,178,450
|
|
|
7.06
|
|
|
Granted
|
3,657,656
|
|
|
12.52
|
|
|
Forfeited or cancelled
|
(289,370
|
)
|
|
8.19
|
|
|
Vested
|
(745,200
|
)
|
|
7.29
|
|
|
Balance at December 31, 2018
|
4,801,536
|
|
|
$
|
11.11
|
|
Restricted Share Units of Pluralsight Holdings:
|
|
|
|
|||
Balance at December 31, 2016
|
—
|
|
|
$
|
—
|
|
Granted
|
3,000,000
|
|
|
8.24
|
|
|
Balance at December 31, 2017
|
3,000,000
|
|
|
8.24
|
|
|
Vested
|
(937,500
|
)
|
|
8.24
|
|
|
Balance at December 31, 2018
|
2,062,500
|
|
|
$
|
8.24
|
|
Dividend yield
|
None
|
Volatility
|
55.00%—65.00%
|
Risk-free interest rate
|
2.05%—2.80%
|
Expected term (years)
|
0.5—2.0
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Cost of revenue
|
$
|
140
|
|
|
$
|
20
|
|
|
$
|
20
|
|
Sales and marketing
|
14,330
|
|
|
2,624
|
|
|
1,462
|
|
|||
Technology and content
|
8,747
|
|
|
1,966
|
|
|
2,050
|
|
|||
General and administrative
|
31,086
|
|
|
17,171
|
|
|
2,206
|
|
|||
Total equity-based compensation
|
$
|
54,303
|
|
|
$
|
21,781
|
|
|
$
|
5,738
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Domestic
|
$
|
(130,144
|
)
|
|
$
|
(96,814
|
)
|
|
$
|
(20,466
|
)
|
Foreign
|
2,224
|
|
|
602
|
|
|
348
|
|
|||
Total
|
$
|
(127,920
|
)
|
|
$
|
(96,212
|
)
|
|
$
|
(20,118
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
State
|
$
|
26
|
|
|
$
|
10
|
|
|
$
|
15
|
|
Foreign
|
890
|
|
|
397
|
|
|
479
|
|
|||
Total current tax expense
|
$
|
916
|
|
|
$
|
407
|
|
|
$
|
494
|
|
Deferred:
|
|
|
|
|
|
||||||
State
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
(252
|
)
|
|
(83
|
)
|
|
—
|
|
|||
Total deferred tax benefit
|
$
|
(252
|
)
|
|
$
|
(83
|
)
|
|
$
|
—
|
|
Provision for income taxes
|
$
|
664
|
|
|
$
|
324
|
|
|
$
|
494
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
18,591
|
|
|
$
|
3,189
|
|
Partnership outside basis difference
|
39,133
|
|
|
164
|
|
||
Research and development credits
|
573
|
|
|
151
|
|
||
Compensation and benefits
|
324
|
|
|
—
|
|
||
Other
|
—
|
|
|
84
|
|
||
Less: Valuation allowance
|
(57,957
|
)
|
|
(3,044
|
)
|
||
Total deferred tax assets
|
664
|
|
|
544
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Content library and intangible assets
|
(343
|
)
|
|
(461
|
)
|
||
Total deferred tax liabilities
|
(343
|
)
|
|
(461
|
)
|
||
Net deferred tax assets
|
$
|
321
|
|
|
$
|
83
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Unrecognized benefit—beginning of the year
|
$
|
853
|
|
|
$
|
568
|
|
|
$
|
57
|
|
Gross increases—prior period positions
|
—
|
|
|
—
|
|
|
186
|
|
|||
Gross increases—current period positions
|
424
|
|
|
285
|
|
|
325
|
|
|||
Unrecognized benefit—end of period
|
$
|
1,277
|
|
|
$
|
853
|
|
|
$
|
568
|
|
|
May 16, 2018 through December 31, 2018
|
||
|
|
||
Numerator:
|
|
||
Net loss
|
$
|
(85,924
|
)
|
Less: Net loss attributable to non-controlling interests
|
(44,917
|
)
|
|
Net loss attributable to Pluralsight, Inc.
|
$
|
(41,007
|
)
|
Denominator:
|
|
||
Weighted-average common shares outstanding
|
63,119
|
|
|
Less: Weighted-average common shares subject to time-based vesting
|
(279
|
)
|
|
Weighted-average common shares outstanding, basic and diluted
|
62,840
|
|
|
Net loss per share, basic and diluted
|
$
|
(0.65
|
)
|
|
As of December 31, 2018
|
|
|
|
|
LLC Units held by Continuing Members
|
72,077
|
|
Stock options
|
5,144
|
|
RSUs of Pluralsight, Inc.
|
4,802
|
|
Restricted share units of Pluralsight Holdings
|
2,063
|
|
Shares issuable under ESPP
|
2,039
|
|
Total
|
86,125
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
United States
|
$
|
148,439
|
|
|
$
|
108,257
|
|
|
$
|
85,159
|
|
United Kingdom
|
24,301
|
|
|
18,047
|
|
|
13,508
|
|
|||
Other foreign locations
|
59,289
|
|
|
40,520
|
|
|
33,174
|
|
|||
Total revenue
|
$
|
232,029
|
|
|
$
|
166,824
|
|
|
$
|
131,841
|
|
Percentage of revenue generated outside of the United States
|
36
|
%
|
|
35
|
%
|
|
35
|
%
|
|
PLURALSIGHT, INC.
|
|
|
|
|
|
By:
|
/s/ Aaron Skonnard
|
February 21, 2019
|
|
Aaron Skonnard
Chief Executive Officer
|
|
PLURALSIGHT, INC.
|
|
|
|
|
|
By:
|
/s/ James Budge
|
February 21, 2019
|
|
James Budge
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Aaron Skonnard
|
|
Chief Executive Officer and Director
|
|
February 21, 2019
|
Aaron Skonnard
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ James Budge
|
|
Chief Financial Officer
|
|
February 21, 2019
|
James Budge
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
||
/s/ Gary Crittenden
|
|
Director
|
|
February 21, 2019
|
Gary Crittenden
|
|
|
|
|
|
|
|
||
/s/ Scott Dorsey
|
|
Director
|
|
February 21, 2019
|
Scott Dorsey
|
|
|
|
|
|
|
|
||
/s/ Arne Duncan
|
|
Director
|
|
February 21, 2019
|
Arne Duncan
|
|
|
|
|
|
|
|
||
/s/ Ryan Hinkle
|
|
Director
|
|
February 21, 2019
|
Ryan Hinkle
|
|
|
|
|
|
|
|
||
/s/ Leah Johnson
|
|
Director
|
|
February 21, 2019
|
Leah Johnson
|
|
|
|
|
|
|
|
|
|
/s/ Timothy Maudlin
|
|
Director
|
|
February 21, 2019
|
Timothy Maudlin
|
|
|
|
|
|
|
|
||
/s/ Frederick Onion
|
|
Director
|
|
February 21, 2019
|
Frederick Onion
|
|
|
|
|
|
|
|
||
/s/ Brad Rencher
|
|
Director
|
|
February 21, 2019
|
Brad Rencher
|
|
|
|
|
|
|
|
||
/s/Bonita Stewart
|
|
Director
|
|
February 21, 2019
|
Bonita Stewart
|
|
|
|
|
|
|
|
|
|
/s/ Karenann Terrell
|
|
Director
|
|
February 21, 2019
|
Karenann Terrell
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Title
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
|
|
|
|
|
|
|
|
3.1
|
|
10-Q
|
001-38498
|
3.1
|
08/01/18
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
10-Q
|
001-38498
|
3.2
|
08/01/18
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
S-1/A
|
333-224301
|
4.1
|
05/07/18
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
S-1
|
333-224301
|
4.2
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
S-1/A
|
333-224301
|
10.1
|
05/07/18
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
10-Q
|
001-38498
|
10.1
|
08/01/18
|
|
|
|
|
|
|
|
|
|
|
10.3+
|
|
S-1
|
333-224301
|
10.3
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.4+
|
|
S-1
|
333-224301
|
10.4
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.5+
|
|
S-1/A
|
333-224301
|
10.5
|
05/07/18
|
|
|
|
|
|
|
|
|
|
|
10.6+
|
|
S-1/A
|
333-224301
|
10.6
|
05/07/18
|
|
|
|
|
|
|
|
|
|
|
10.7+
|
|
S-1
|
333-224301
|
10.7
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.8+
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.9+
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.10+
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.11+
|
|
S-1
|
333-224301
|
10.11
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.12+
|
|
S-1
|
333-224301
|
10.12
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.13+
|
|
S-1
|
333-224301
|
10.13
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.14+
|
|
S-1
|
333-224301
|
10.14
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Title
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
10.15+
|
|
S-1
|
333-224301
|
10.15
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.16+
|
|
S-1
|
333-224301
|
10.21
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.17+
|
|
S-1
|
333-224301
|
10.22
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.18+
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
10.19+
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
10.20
|
|
S-1
|
333-224301
|
10.16
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.21
|
|
S-1
|
333-224301
|
10.17
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.22
|
|
S-1
|
333-224301
|
10.18
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.23
|
|
S-1
|
333-224301
|
10.19
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.24
|
|
10-Q
|
001-38498
|
10.1
|
10/24/18
|
|
|
|
|
|
|
|
|
|
|
10.25
|
|
S-1
|
333-224301
|
10.20
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.26
|
|
S-1
|
333-224301
|
10.25
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.27+
|
|
S-1
|
333-224301
|
10.23
|
04/16/18
|
|
|
|
|
|
|
|
|
|
|
10.28
|
|
S-1/A
|
333-224301
|
10.24
|
05/07/18
|
|
|
|
|
|
|
|
|
|
|
10.29+
|
|
S-1/A
|
333-224301
|
10.26
|
05/15/18
|
|
|
|
|
|
|
|
|
|
|
10.30
|
|
10-Q
|
001-38498
|
10.2
|
08/01/18
|
|
|
|
|
|
|
|
|
|
|
10.31
|
|
10-Q
|
001-38498
|
10.3
|
08/01/18
|
|
|
|
|
|
|
|
|
|
|
10.32+
|
|
S-1/A
|
333-224301
|
10.29
|
05/07/18
|
|
|
|
|
|
|
|
|
|
|
21.1
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||
Exhibit
Number
|
|
Exhibit Title
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
23.1
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
24.1
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
32.1*
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
32.2*
|
|
-
|
-
|
-
|
-
|
X
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBLR Instance Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBLR Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBLR Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBLR Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBLR Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBLR Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
+
|
Indicates a management contract or compensatory plan.
|
*
|
The certifications attached as Exhibit 32.1 and 32.2 accompanying this Annual Report on Form 10-K, are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of Pluralsight, 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.
|
THE COMPANY:
|
|
|
|
PLURALSIGHT, LLC
|
|
|
|
By:
|
/s/ Aaron Skonnard
|
Its:
|
Chief Executive Officer
|
|
|
EXECUTIVE:
|
|
|
|
/s/ James Budge
|
|
James Budge
|
THE COMPANY:
|
|
|
|
PLURALSIGHT, LLC
|
|
|
|
By:
|
/s/ Aaron Skonnard
|
Its:
|
Chief Executive Officer
|
|
|
EXECUTIVE:
|
|
|
|
/s/ Nate Walkingshaw
|
|
Nate Walkingshaw
|
THE COMPANY:
|
|
|
|
PLURALSIGHT, LLC
|
|
|
|
By:
|
/s/ Aaron Skonnard
|
Its:
|
Chief Executive Officer
|
|
|
EXECUTIVE:
|
|
|
|
/s/ Joseph DiBartolomeo
|
|
Joseph DiBartolomeo
|
•
|
10,000 Restricted Stock Units (“RSUs”) covering your period of service through May 2019. This grant may be pro-rated based on the actual Effective Date of your start with the Board.
|
•
|
Annual RSU award with a grant date fair value of USD $186,000.00 effective the day of the 2019 annual meeting, expected in May 2019.
|
•
|
USD $30,000.00 annually and beginning the day of the 2019 Annual Shareholder Meeting, expected in May 2019.
|
•
|
Additional annual cash payments depending on Committee service, beginning the day of the 2019 Annual Shareholder Meeting, expected in May 2019.
|
•
|
10,000 Restricted Stock Units (“RSUs”) covering your period of service through May 2019. This grant may be pro-rated based on the actual Effective Date of your start with the Board.
|
•
|
Annual RSU award with a grant date fair value of USD $186,000.00 effective the day of the 2019 annual meeting, expected in May 2019 (the “
Annual Meeting Date
”).
|
•
|
USD $30,000.00 annually beginning on the Annual Meeting Date.
|
•
|
Additional annual cash payments depending on committee service, beginning on the Annual Meeting Date.
|
Name of Subsidiary
|
Jurisdiction of Organization
|
Pluralsight Holdings, LLC
|
Delaware
|
Pluralsight Management, Inc.
|
Delaware
|
Pluralsight, LLC
|
Nevada
|
Code School Acquisition Sub, LLC
|
Delaware
|
Pluralsight Creative, LLC
|
Oklahoma
|
AFK, LLC
|
Utah
|
Smarterer, Inc.
|
Delaware
|
Pluralsight International, LLC
|
Delaware
|
Pluralsight Europe Ltd.
|
United Kingdom
|
Pluralsight Pty Ltd.
|
Australia
|
Pluralsight India Private Limited
|
India
|
Pluralsight Sweden AB
|
Sweden
|
Pluralsight Netherlands B.V.
|
Netherlands
|
Pluralsight Singapore Pte. Ltd.
|
Singapore
|
Pluralsight Ireland Ltd.
|
Ireland
|
Pluralsight Germany GmbH
|
Germany
|
Pluralsight Canada ULC
|
Canada
|
1.
|
I have reviewed this Annual Report on Form 10-K of Pluralsight, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 21, 2019
|
|
|
|
|
/s/ Aaron Skonnard
|
|
|
|
|
|
|
Aaron Skonnard
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
(
Principal Executive Officer
)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Pluralsight, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 21, 2019
|
|
|
|
|
/s/ James Budge
|
|
|
|
|
|
|
James Budge
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(
Principal Financial and Accounting Officer
)
|
|
|
1.
|
the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 21, 2019
|
|
|
|
|
/s/ Aaron Skonnard
|
|
|
|
|
|
|
Aaron Skonnard
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
(
Principal Executive Officer
)
|
|
|
1.
|
the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 21, 2019
|
|
|
|
|
/s/ James Budge
|
|
|
|
|
|
|
James Budge
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(
Principal Financial and Accounting Officer
)
|
|