|
|
|
|
|
|
Delaware
|
|
82-3605465
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange on which registered
|
|
|
|
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|
Class A Common Stock, $0.0001 par value per share
|
|
PS
|
|
Nasdaq Global Select Market
|
|
Large accelerated filer
|
|
☒
|
|
|
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Accelerated filer
|
|
☐
|
Non-accelerated filer
|
|
☐
|
|
|
|
Smaller reporting company
|
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☐
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Emerging growth company
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☐
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Page
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|
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PART I. FINANCIAL INFORMATION
|
||
|
|
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Item 1.
|
|
|
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||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
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|
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PART II. OTHER INFORMATION
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 6.
|
||
|
|
|
•
|
our ability to attract new customers and retain and expand our relationships with existing customers;
|
•
|
our ability to expand our course library and develop new platform features;
|
•
|
our future financial performance, including trends in billings, revenue, costs of revenue, gross margin, operating expenses, cash provided by (used in) 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;
|
•
|
our ability to respond to rapid technological changes;
|
•
|
our expectations of the impact the novel coronavirus strain named SARS-CoV-2, abbreviated as COVID-19, pandemic may have on our business;
|
•
|
our ability to maintain operations and implement effective measures in response to the COVID-19 pandemic;
|
•
|
our expectations and management of future growth;
|
•
|
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;
|
•
|
our ability to timely scale and adapt our infrastructure;
|
•
|
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;
|
•
|
our ability to successfully defend ourselves in legal proceedings;
|
•
|
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; and
|
•
|
our ability to satisfy our obligations under the convertible senior notes.
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
87,982
|
|
|
$
|
90,515
|
|
Short-term investments
|
|
318,483
|
|
|
332,234
|
|
||
Accounts receivable, net of allowances of $5,370 and $3,465 as of June 30, 2020 and December 31, 2019, respectively
|
|
61,578
|
|
|
101,576
|
|
||
Deferred contract acquisition costs
|
|
17,745
|
|
|
18,331
|
|
||
Prepaid expenses and other current assets
|
|
14,764
|
|
|
14,174
|
|
||
Total current assets
|
|
500,552
|
|
|
556,830
|
|
||
Restricted cash and cash equivalents
|
|
21,622
|
|
|
28,916
|
|
||
Long-term investments
|
|
122,224
|
|
|
105,805
|
|
||
Property and equipment, net
|
|
60,788
|
|
|
22,896
|
|
||
Right-of-use assets
|
|
62,982
|
|
|
15,804
|
|
||
Content library, net
|
|
11,017
|
|
|
8,958
|
|
||
Intangible assets, net
|
|
19,787
|
|
|
22,631
|
|
||
Goodwill
|
|
262,532
|
|
|
262,532
|
|
||
Deferred contract acquisition costs, noncurrent
|
|
7,164
|
|
|
5,982
|
|
||
Other assets
|
|
1,709
|
|
|
1,599
|
|
||
Total assets
|
|
$
|
1,070,377
|
|
|
$
|
1,031,953
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
5,985
|
|
|
$
|
10,615
|
|
Accrued expenses
|
|
38,950
|
|
|
40,703
|
|
||
Accrued author fees
|
|
11,711
|
|
|
11,694
|
|
||
Lease liabilities
|
|
7,752
|
|
|
5,752
|
|
||
Deferred revenue
|
|
207,575
|
|
|
215,137
|
|
||
Total current liabilities
|
|
271,973
|
|
|
283,901
|
|
||
Deferred revenue, noncurrent
|
|
18,813
|
|
|
19,517
|
|
||
Convertible senior notes, net
|
|
483,503
|
|
|
470,228
|
|
||
Lease liabilities, noncurrent
|
|
76,340
|
|
|
11,167
|
|
||
Other liabilities
|
|
70
|
|
|
980
|
|
||
Total liabilities
|
|
850,699
|
|
|
785,793
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2020 and December 31, 2019
|
|
—
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, 111,875,235 and 104,083,271 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
|
11
|
|
|
10
|
|
||
Class B common stock, $0.0001 par value per share, 200,000,000 shares authorized, 19,366,038 and 23,211,418 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
|
2
|
|
|
2
|
|
||
Class C common stock, $0.0001 par value per share, 50,000,000 shares authorized, 13,191,913 and 14,269,199 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
693,768
|
|
|
641,128
|
|
||
Accumulated other comprehensive income
|
|
1,154
|
|
|
225
|
|
||
Accumulated deficit
|
|
(523,629
|
)
|
|
(458,381
|
)
|
||
Total stockholders’ equity attributable to Pluralsight, Inc.
|
|
171,307
|
|
|
182,985
|
|
||
Non-controlling interests
|
|
48,371
|
|
|
63,175
|
|
||
Total stockholders’ equity
|
|
219,678
|
|
|
246,160
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,070,377
|
|
|
$
|
1,031,953
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
94,765
|
|
|
$
|
75,862
|
|
|
$
|
187,411
|
|
|
$
|
145,479
|
|
Cost of revenue
|
|
19,717
|
|
|
17,803
|
|
|
38,725
|
|
|
34,515
|
|
||||
Gross profit
|
|
75,048
|
|
|
58,059
|
|
|
148,686
|
|
|
110,964
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
57,759
|
|
|
50,046
|
|
|
120,174
|
|
|
94,217
|
|
||||
Technology and content
|
|
29,514
|
|
|
24,819
|
|
|
59,658
|
|
|
45,090
|
|
||||
General and administrative
|
|
22,996
|
|
|
20,575
|
|
|
46,367
|
|
|
42,766
|
|
||||
Total operating expenses
|
|
110,269
|
|
|
95,440
|
|
|
226,199
|
|
|
182,073
|
|
||||
Loss from operations
|
|
(35,221
|
)
|
|
(37,381
|
)
|
|
(77,513
|
)
|
|
(71,109
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(7,241
|
)
|
|
(7,346
|
)
|
|
(14,390
|
)
|
|
(9,024
|
)
|
||||
Other income, net
|
|
2,267
|
|
|
4,106
|
|
|
4,437
|
|
|
5,782
|
|
||||
Loss before income taxes
|
|
(40,195
|
)
|
|
(40,621
|
)
|
|
(87,466
|
)
|
|
(74,351
|
)
|
||||
Income tax benefit (expense)
|
|
465
|
|
|
(143
|
)
|
|
223
|
|
|
(297
|
)
|
||||
Net loss
|
|
$
|
(39,730
|
)
|
|
$
|
(40,764
|
)
|
|
$
|
(87,243
|
)
|
|
$
|
(74,648
|
)
|
Less: Net loss attributable to non-controlling interests
|
|
(9,801
|
)
|
|
(11,637
|
)
|
|
(21,995
|
)
|
|
(26,446
|
)
|
||||
Net loss attributable to Pluralsight, Inc.
|
|
$
|
(29,929
|
)
|
|
$
|
(29,127
|
)
|
|
$
|
(65,248
|
)
|
|
$
|
(48,202
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.28
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.56
|
)
|
Weighted-average shares of Class A common stock used in computing basic and diluted net loss per share
|
|
107,153
|
|
|
97,608
|
|
|
105,899
|
|
|
86,827
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(39,730
|
)
|
|
$
|
(40,764
|
)
|
|
$
|
(87,243
|
)
|
|
$
|
(74,648
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains on investments
|
|
2,954
|
|
|
379
|
|
|
1,389
|
|
|
379
|
|
||||
Foreign currency translation gains (losses), net
|
|
73
|
|
|
(7
|
)
|
|
(149
|
)
|
|
11
|
|
||||
Comprehensive loss
|
|
$
|
(36,703
|
)
|
|
$
|
(40,392
|
)
|
|
$
|
(86,003
|
)
|
|
$
|
(74,258
|
)
|
Less: Comprehensive loss attributable to non-controlling interests
|
|
(9,030
|
)
|
|
(11,533
|
)
|
|
(21,684
|
)
|
|
(26,334
|
)
|
||||
Comprehensive loss attributable to Pluralsight, Inc.
|
|
$
|
(27,673
|
)
|
|
$
|
(28,859
|
)
|
|
$
|
(64,319
|
)
|
|
$
|
(47,924
|
)
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at March 31, 2020
|
|
105,459,701
|
|
|
$
|
11
|
|
|
23,010,178
|
|
|
$
|
2
|
|
|
14,373,295
|
|
|
$
|
1
|
|
|
$
|
659,480
|
|
|
$
|
(1,102
|
)
|
|
$
|
(493,700
|
)
|
|
$
|
56,458
|
|
|
$
|
221,150
|
|
Effect of exchanges of LLC Units
|
|
4,929,959
|
|
|
—
|
|
|
(3,644,140
|
)
|
|
—
|
|
|
(1,285,819
|
)
|
|
—
|
|
|
7,699
|
|
|
—
|
|
|
—
|
|
|
(7,699
|
)
|
|
—
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
|
629,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,348
|
|
||||||||
Vesting of restricted stock units
|
|
719,556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,437
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
|
136,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,831
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,831
|
|
||||||||
Shares withheld for tax withholding on equity awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,523
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,523
|
)
|
||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,575
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,575
|
|
||||||||
Adjustments to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,642
|
)
|
|
—
|
|
|
—
|
|
|
8,642
|
|
|
—
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,256
|
|
|
—
|
|
|
771
|
|
|
3,027
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,929
|
)
|
|
(9,801
|
)
|
|
(39,730
|
)
|
||||||||
Balance at June 30, 2020
|
|
111,875,235
|
|
|
$
|
11
|
|
|
19,366,038
|
|
|
$
|
2
|
|
|
13,191,913
|
|
|
$
|
1
|
|
|
$
|
693,768
|
|
|
$
|
1,154
|
|
|
$
|
(523,629
|
)
|
|
$
|
48,371
|
|
|
$
|
219,678
|
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at March 31, 2019
|
|
95,096,979
|
|
|
$
|
10
|
|
|
29,071,789
|
|
|
$
|
3
|
|
|
14,162,311
|
|
|
$
|
1
|
|
|
$
|
565,095
|
|
|
$
|
(31
|
)
|
|
$
|
(364,798
|
)
|
|
$
|
85,281
|
|
|
$
|
285,561
|
|
Effect of exchanges of LLC Units
|
|
4,469,843
|
|
|
—
|
|
|
(4,390,283
|
)
|
|
(1
|
)
|
|
(79,560
|
)
|
|
—
|
|
|
9,425
|
|
|
—
|
|
|
—
|
|
|
(9,424
|
)
|
|
—
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
|
622,639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
||||||||
Vesting of restricted stock units
|
|
654,796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
104,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
|
252,215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,753
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,753
|
|
||||||||
Forfeiture of unvested LLC Units
|
|
—
|
|
|
—
|
|
|
(17,393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,966
|
|
||||||||
Adjustments to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,032
|
)
|
|
—
|
|
|
—
|
|
|
10,032
|
|
|
—
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|
—
|
|
|
104
|
|
|
372
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,127
|
)
|
|
(11,637
|
)
|
|
(40,764
|
)
|
||||||||
Balance at June 30, 2019
|
|
101,096,472
|
|
|
$
|
10
|
|
|
24,664,113
|
|
|
$
|
2
|
|
|
14,186,856
|
|
|
$
|
1
|
|
|
$
|
599,464
|
|
|
$
|
237
|
|
|
$
|
(393,925
|
)
|
|
$
|
74,356
|
|
|
$
|
280,145
|
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2019
|
|
104,083,271
|
|
|
$
|
10
|
|
|
23,211,418
|
|
|
$
|
2
|
|
|
14,269,199
|
|
|
$
|
1
|
|
|
$
|
641,128
|
|
|
$
|
225
|
|
|
$
|
(458,381
|
)
|
|
$
|
63,175
|
|
|
$
|
246,160
|
|
Effect of exchanges of LLC Units
|
|
5,131,199
|
|
|
—
|
|
|
(3,845,380
|
)
|
|
—
|
|
|
(1,285,819
|
)
|
|
—
|
|
|
8,053
|
|
|
—
|
|
|
—
|
|
|
(8,053
|
)
|
|
—
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
|
629,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,348
|
|
||||||||
Vesting of restricted stock units
|
|
1,836,997
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
208,533
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
|
193,841
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,530
|
|
||||||||
Shares withheld for tax withholding on equity awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,873
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,873
|
)
|
||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,516
|
|
||||||||
Adjustments to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,933
|
)
|
|
—
|
|
|
—
|
|
|
14,933
|
|
|
—
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
929
|
|
|
—
|
|
|
311
|
|
|
1,240
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65,248
|
)
|
|
(21,995
|
)
|
|
(87,243
|
)
|
||||||||
Balance at June 30, 2020
|
|
111,875,235
|
|
|
$
|
11
|
|
|
19,366,038
|
|
|
$
|
2
|
|
|
13,191,913
|
|
|
$
|
1
|
|
|
$
|
693,768
|
|
|
$
|
1,154
|
|
|
$
|
(523,629
|
)
|
|
$
|
48,371
|
|
|
$
|
219,678
|
|
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Non-Controlling Interests
|
|
Total Stockholders’ Equity
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2018
|
|
65,191,907
|
|
|
$
|
7
|
|
|
57,490,881
|
|
|
$
|
6
|
|
|
14,586,173
|
|
|
$
|
1
|
|
|
$
|
456,899
|
|
|
$
|
(41
|
)
|
|
$
|
(355,446
|
)
|
|
$
|
107,167
|
|
|
$
|
208,593
|
|
Cumulative effect of accounting changes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,723
|
|
|
10,273
|
|
|
19,996
|
|
||||||||
Effect of exchanges of LLC Units
|
|
33,419,553
|
|
|
3
|
|
|
(32,809,375
|
)
|
|
(4
|
)
|
|
(610,178
|
)
|
|
—
|
|
|
58,920
|
|
|
—
|
|
|
—
|
|
|
(58,919
|
)
|
|
—
|
|
||||||||
Issuance of common stock under employee stock purchase plan
|
|
622,639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
||||||||
Vesting of restricted stock units
|
|
1,435,405
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210,861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Exercise of common stock options
|
|
426,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,374
|
|
||||||||
Forfeiture of unvested LLC Units
|
|
—
|
|
|
—
|
|
|
(17,393
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Equity component of convertible senior notes, net of issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,033
|
|
||||||||
Purchase of capped calls related to issuance of convertible senior notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,432
|
)
|
||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,582
|
|
||||||||
Adjustments to non-controlling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,169
|
)
|
|
—
|
|
|
—
|
|
|
42,169
|
|
|
—
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
278
|
|
|
—
|
|
|
112
|
|
|
390
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,202
|
)
|
|
(26,446
|
)
|
|
(74,648
|
)
|
||||||||
Balance at June 30, 2019
|
|
101,096,472
|
|
|
$
|
10
|
|
|
24,664,113
|
|
|
$
|
2
|
|
|
14,186,856
|
|
|
$
|
1
|
|
|
$
|
599,464
|
|
|
$
|
237
|
|
|
$
|
(393,925
|
)
|
|
$
|
74,356
|
|
|
$
|
280,145
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(87,243
|
)
|
|
$
|
(74,648
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation of property and equipment
|
|
5,868
|
|
|
4,579
|
|
||
Amortization of acquired intangible assets
|
|
2,855
|
|
|
1,609
|
|
||
Amortization of course creation costs
|
|
1,581
|
|
|
1,190
|
|
||
Equity-based compensation
|
|
52,003
|
|
|
43,000
|
|
||
Amortization of deferred contract acquisition costs
|
|
12,767
|
|
|
11,311
|
|
||
Amortization of debt discount and issuance costs
|
|
13,275
|
|
|
8,294
|
|
||
Investment discount and premium amortization, net
|
|
(428
|
)
|
|
(706
|
)
|
||
Other
|
|
693
|
|
|
300
|
|
||
Changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
38,093
|
|
|
7,116
|
|
||
Deferred contract acquisition costs
|
|
(13,363
|
)
|
|
(11,430
|
)
|
||
Prepaid expenses and other assets
|
|
(211
|
)
|
|
(4,044
|
)
|
||
Right-of-use assets
|
|
3,038
|
|
|
2,927
|
|
||
Accounts payable
|
|
(4,606
|
)
|
|
1,053
|
|
||
Accrued expenses and other liabilities
|
|
(4,612
|
)
|
|
(3,129
|
)
|
||
Accrued author fees
|
|
16
|
|
|
1,299
|
|
||
Lease liabilities
|
|
(2,874
|
)
|
|
(3,372
|
)
|
||
Deferred revenue
|
|
(7,807
|
)
|
|
13,003
|
|
||
Net cash provided by (used in) operating activities
|
|
9,045
|
|
|
(1,648
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(20,520
|
)
|
|
(4,590
|
)
|
||
Purchases of content library
|
|
(3,793
|
)
|
|
(2,441
|
)
|
||
Cash paid for acquisition, net of cash acquired
|
|
—
|
|
|
(163,871
|
)
|
||
Purchases of investments
|
|
(317,012
|
)
|
|
(317,080
|
)
|
||
Proceeds from sales of investments
|
|
—
|
|
|
4,967
|
|
||
Proceeds from maturities of investments
|
|
315,605
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(25,720
|
)
|
|
(483,015
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of common stock from employee equity plans
|
|
10,878
|
|
|
14,631
|
|
||
Taxes paid related to net share settlement
|
|
(3,873
|
)
|
|
—
|
|
||
Proceeds from issuance of convertible senior notes, net of discount and issuance costs
|
|
—
|
|
|
616,654
|
|
||
Purchase of capped calls related to issuance of convertible senior notes
|
|
—
|
|
|
(69,432
|
)
|
||
Net cash provided by financing activities
|
|
7,005
|
|
|
561,853
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash and cash equivalents
|
|
(157
|
)
|
|
22
|
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents
|
|
(9,827
|
)
|
|
77,212
|
|
||
Cash, cash equivalents, and restricted cash and cash equivalents, beginning of period
|
|
119,431
|
|
|
211,071
|
|
||
Cash, cash equivalents, and restricted cash and cash equivalents, end of period
|
|
$
|
109,604
|
|
|
$
|
288,283
|
|
Supplemental cash flow disclosure:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
1,113
|
|
|
$
|
—
|
|
Cash paid for income taxes, net
|
|
$
|
570
|
|
|
$
|
228
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Lease liabilities arising from obtaining right-of-use assets and tenant improvements
|
|
$
|
70,313
|
|
|
$
|
1,591
|
|
Unpaid capital expenditures
|
|
$
|
6,602
|
|
|
$
|
967
|
|
Equity-based compensation capitalized as internal-use software
|
|
$
|
690
|
|
|
$
|
582
|
|
Unrealized gains on investments
|
|
$
|
1,389
|
|
|
$
|
379
|
|
Reconciliation of cash, cash equivalents, and restricted cash and cash equivalents as shown in the statement of cash flows:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
87,982
|
|
|
$
|
260,313
|
|
Restricted cash and cash equivalents
|
|
21,622
|
|
|
27,970
|
|
||
Total cash, cash equivalents, and restricted cash and cash equivalents
|
|
$
|
109,604
|
|
|
$
|
288,283
|
|
|
|
Three Months Ended June 30,
|
|
Growth
|
|||||||||||||
|
|
2020
|
|
2019
|
|
Rate
|
|||||||||||
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
59,426
|
|
|
63
|
%
|
|
$
|
47,255
|
|
|
62
|
%
|
|
26
|
%
|
Europe, Middle East and Africa(1)
|
|
26,278
|
|
|
28
|
%
|
|
20,904
|
|
|
28
|
%
|
|
26
|
%
|
||
Other foreign locations
|
|
9,061
|
|
|
9
|
%
|
|
7,703
|
|
|
10
|
%
|
|
18
|
%
|
||
Total revenue
|
|
$
|
94,765
|
|
|
100
|
%
|
|
$
|
75,862
|
|
|
100
|
%
|
|
|
|
|
Six Months Ended June 30,
|
|
Growth
|
|||||||||||||
|
|
2020
|
|
2019
|
|
Rate
|
|||||||||||
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
117,592
|
|
|
63
|
%
|
|
$
|
90,836
|
|
|
63
|
%
|
|
29
|
%
|
Europe, Middle East and Africa(1)
|
|
52,250
|
|
|
28
|
%
|
|
39,890
|
|
|
27
|
%
|
|
31
|
%
|
||
Other foreign locations
|
|
17,569
|
|
|
9
|
%
|
|
14,753
|
|
|
10
|
%
|
|
19
|
%
|
||
Total revenue
|
|
$
|
187,411
|
|
|
100
|
%
|
|
$
|
145,479
|
|
|
100
|
%
|
|
|
(1)
|
Revenue from the United Kingdom represented 11% of revenue for the three months ended June 30, 2020 and 2019, and 12% and 11% of revenue for the six months ended June 30, 2020, and 2019, respectively. No other foreign country accounted for 10% or more of revenue during the three and six months ended June 30, 2020 and 2019 .
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Business customers
|
|
$
|
82,751
|
|
|
$
|
64,528
|
|
|
$
|
164,042
|
|
|
$
|
123,095
|
|
Individual customers
|
|
12,014
|
|
|
11,334
|
|
|
23,369
|
|
|
22,384
|
|
||||
Total revenue
|
|
$
|
94,765
|
|
|
$
|
75,862
|
|
|
$
|
187,411
|
|
|
$
|
145,479
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
24,313
|
|
|
$
|
20,212
|
|
Capitalization of contract acquisition costs
|
|
13,363
|
|
|
11,430
|
|
||
Amortization of deferred contract acquisition costs
|
|
(12,767
|
)
|
|
(11,311
|
)
|
||
Ending balance
|
|
$
|
24,909
|
|
|
$
|
20,331
|
|
|
|
June 30, 2020
|
||||||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
64,479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,479
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
31,389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,389
|
|
U.S. treasury securities
|
|
139,887
|
|
|
57
|
|
|
(3
|
)
|
|
139,941
|
|
||||
Corporate notes and obligations
|
|
139,380
|
|
|
719
|
|
|
(55
|
)
|
|
140,044
|
|
||||
Foreign government obligations
|
|
7,112
|
|
|
—
|
|
|
(3
|
)
|
|
7,109
|
|
||||
Total short-term investments
|
|
$
|
317,768
|
|
|
$
|
776
|
|
|
$
|
(61
|
)
|
|
$
|
318,483
|
|
Restricted cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
21,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,077
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
|
$
|
120,273
|
|
|
$
|
1,140
|
|
|
$
|
(133
|
)
|
|
$
|
121,280
|
|
Certificates of deposit
|
|
944
|
|
|
—
|
|
|
—
|
|
|
944
|
|
||||
Total long-term investments
|
|
$
|
121,217
|
|
|
$
|
1,140
|
|
|
$
|
(133
|
)
|
|
$
|
122,224
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total cash equivalents, restricted cash equivalents, and investments
|
|
$
|
524,541
|
|
|
$
|
1,916
|
|
|
$
|
(194
|
)
|
|
$
|
526,263
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
62,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,085
|
|
Commercial paper
|
|
4,991
|
|
|
—
|
|
|
—
|
|
|
4,991
|
|
||||
Total cash equivalents
|
|
$
|
67,076
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
67,076
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
33,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33,627
|
|
U.S. treasury securities
|
|
149,353
|
|
|
53
|
|
|
—
|
|
|
149,406
|
|
||||
Corporate notes and obligations
|
|
148,993
|
|
|
215
|
|
|
(7
|
)
|
|
149,201
|
|
||||
Total short-term investments
|
|
$
|
331,973
|
|
|
$
|
268
|
|
|
$
|
(7
|
)
|
|
$
|
332,234
|
|
Restricted cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
28,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,371
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
|
$
|
78,353
|
|
|
$
|
121
|
|
|
$
|
(46
|
)
|
|
$
|
78,428
|
|
U.S. agency obligations
|
|
26,436
|
|
|
1
|
|
|
(4
|
)
|
|
26,433
|
|
||||
Certificates of deposit
|
|
944
|
|
|
—
|
|
|
—
|
|
|
944
|
|
||||
Total long-term investments
|
|
$
|
105,733
|
|
|
$
|
122
|
|
|
$
|
(50
|
)
|
|
$
|
105,805
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total cash equivalents, restricted cash equivalents, and investments
|
|
$
|
533,153
|
|
|
$
|
390
|
|
|
$
|
(57
|
)
|
|
$
|
533,486
|
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
|
|
|
|
||||
Due within one year
|
|
$
|
317,768
|
|
|
$
|
318,483
|
|
Due between one and two years
|
|
121,217
|
|
|
122,224
|
|
||
Total investments
|
|
$
|
438,985
|
|
|
$
|
440,707
|
|
|
|
June 30, 2020
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
64,479
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,479
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
31,389
|
|
|
$
|
—
|
|
|
$
|
31,389
|
|
U.S. treasury securities
|
|
—
|
|
|
139,941
|
|
|
—
|
|
|
139,941
|
|
||||
Corporate notes and obligations
|
|
—
|
|
|
140,044
|
|
|
—
|
|
|
140,044
|
|
||||
Foreign government obligations
|
|
—
|
|
|
7,109
|
|
|
—
|
|
|
7,109
|
|
||||
Total short-term investments
|
|
$
|
—
|
|
|
$
|
318,483
|
|
|
$
|
—
|
|
|
$
|
318,483
|
|
Restricted cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
21,077
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,077
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
|
$
|
—
|
|
|
$
|
121,280
|
|
|
$
|
—
|
|
|
$
|
121,280
|
|
Certificates of deposit
|
|
—
|
|
|
944
|
|
|
—
|
|
|
944
|
|
||||
Total long-term investments
|
|
$
|
—
|
|
|
$
|
122,224
|
|
|
$
|
—
|
|
|
$
|
122,224
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
62,085
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,085
|
|
Commercial paper
|
|
—
|
|
|
4,991
|
|
|
—
|
|
|
4,991
|
|
||||
Total cash equivalents
|
|
$
|
62,085
|
|
|
$
|
4,991
|
|
|
$
|
—
|
|
|
$
|
67,076
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
33,627
|
|
|
$
|
—
|
|
|
$
|
33,627
|
|
U.S. treasury securities
|
|
—
|
|
|
149,406
|
|
|
—
|
|
|
149,406
|
|
||||
Corporate notes and obligations
|
|
—
|
|
|
149,201
|
|
|
—
|
|
|
149,201
|
|
||||
Total short-term investments
|
|
$
|
—
|
|
|
$
|
332,234
|
|
|
$
|
—
|
|
|
$
|
332,234
|
|
Restricted cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
28,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,371
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
|
$
|
—
|
|
|
$
|
78,428
|
|
|
$
|
—
|
|
|
$
|
78,428
|
|
U.S. agency obligations
|
|
—
|
|
|
26,433
|
|
|
—
|
|
|
26,433
|
|
||||
Certificates of deposit
|
|
—
|
|
|
944
|
|
|
—
|
|
|
944
|
|
||||
Total long-term investments
|
|
$
|
—
|
|
|
$
|
105,805
|
|
|
$
|
—
|
|
|
$
|
105,805
|
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
|
|
|
|
||||
Prepaid expenses
|
|
$
|
12,584
|
|
|
$
|
11,469
|
|
Other current assets
|
|
2,180
|
|
|
2,705
|
|
||
Prepaid expenses and other current assets
|
|
$
|
14,764
|
|
|
$
|
14,174
|
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
|
|
|
|
||||
Accrued compensation
|
|
$
|
18,776
|
|
|
$
|
23,310
|
|
Accrued income and other taxes payable
|
|
7,010
|
|
|
7,116
|
|
||
Accrued other current liabilities
|
|
13,164
|
|
|
10,277
|
|
||
Accrued expenses
|
|
$
|
38,950
|
|
|
$
|
40,703
|
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
|
|
|
|
||||
Computer equipment
|
|
$
|
9,263
|
|
|
$
|
9,047
|
|
Software
|
|
546
|
|
|
2,047
|
|
||
Capitalized internal-use software costs
|
|
22,619
|
|
|
23,021
|
|
||
Furniture and fixtures
|
|
5,922
|
|
|
5,826
|
|
||
Leasehold improvements
|
|
9,367
|
|
|
9,871
|
|
||
Construction in progress
|
|
43,178
|
|
|
4,427
|
|
||
Total property and equipment
|
|
90,895
|
|
|
54,239
|
|
||
Less: Accumulated depreciation
|
|
(30,107
|
)
|
|
(31,343
|
)
|
||
Property and equipment, net
|
|
$
|
60,788
|
|
|
$
|
22,896
|
|
|
|
Fair Value
|
||
|
|
|
||
Cash and cash equivalents
|
|
$
|
5,290
|
|
Accounts receivable
|
|
1,798
|
|
|
Other assets acquired
|
|
207
|
|
|
Property and equipment
|
|
223
|
|
|
Right-of-use assets
|
|
549
|
|
|
Goodwill
|
|
139,413
|
|
|
Intangible assets
|
|
24,800
|
|
|
Lease liabilities
|
|
(549
|
)
|
|
Deferred revenue
|
|
(1,367
|
)
|
|
Other liabilities assumed
|
|
(1,303
|
)
|
|
Total fair value of net assets acquired
|
|
$
|
169,061
|
|
|
|
Fair Value of Intangible Assets Acquired
(in thousands)
|
|
Useful Lives
(in years)
|
||
|
|
|
|
|
||
Technology
|
|
$
|
24,000
|
|
|
5 years
|
Customer relationships
|
|
800
|
|
|
4 years
|
|
Total fair value of intangible assets acquired
|
|
$
|
24,800
|
|
|
|
|
|
Three Months Ended
June 30, 2019 |
|
Six Months Ended
June 30, 2019 |
||||
|
|
|
|
|
||||
Revenue
|
|
$
|
77,100
|
|
|
$
|
149,369
|
|
Net loss
|
|
(42,592
|
)
|
|
(80,056
|
)
|
||
Net loss per share, basic and diluted
|
|
$
|
(0.31
|
)
|
|
$
|
(0.60
|
)
|
|
|
June 30, 2020
|
||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
|
|
|
|
|
|
||||||
Content library:
|
|
|
|
|
|
|
||||||
Acquired content library
|
|
$
|
32,835
|
|
|
$
|
32,797
|
|
|
$
|
38
|
|
Course creation costs
|
|
20,945
|
|
|
9,966
|
|
|
10,979
|
|
|||
Total
|
|
$
|
53,780
|
|
|
$
|
42,763
|
|
|
$
|
11,017
|
|
Intangible assets:
|
|
|
|
|
|
|
||||||
Technology
|
|
$
|
28,500
|
|
|
$
|
9,323
|
|
|
$
|
19,177
|
|
Trademarks
|
|
120
|
|
|
120
|
|
|
—
|
|
|||
Noncompetition agreements
|
|
320
|
|
|
320
|
|
|
—
|
|
|||
Customer relationships
|
|
3,550
|
|
|
2,979
|
|
|
571
|
|
|||
Domain names
|
|
39
|
|
|
—
|
|
|
39
|
|
|||
Total
|
|
$
|
32,529
|
|
|
$
|
12,742
|
|
|
$
|
19,787
|
|
|
|
December 31, 2019
|
||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
|
|
|
|
|
|
||||||
Content library:
|
|
|
|
|
|
|
||||||
Acquired content library
|
|
$
|
32,835
|
|
|
$
|
32,780
|
|
|
$
|
55
|
|
Course creation costs
|
|
17,717
|
|
|
8,814
|
|
|
8,903
|
|
|||
Total
|
|
$
|
50,552
|
|
|
$
|
41,594
|
|
|
$
|
8,958
|
|
Intangible assets:
|
|
|
|
|
|
|
||||||
Technology
|
|
$
|
28,500
|
|
|
$
|
6,585
|
|
|
$
|
21,915
|
|
Trademarks
|
|
162
|
|
|
162
|
|
|
—
|
|
|||
Noncompetition agreements
|
|
390
|
|
|
390
|
|
|
—
|
|
|||
Customer relationships
|
|
3,550
|
|
|
2,879
|
|
|
671
|
|
|||
Database
|
|
40
|
|
|
40
|
|
|
—
|
|
|||
Domain names
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Total
|
|
$
|
32,687
|
|
|
$
|
10,056
|
|
|
$
|
22,631
|
|
Year Ending December 31,
|
|
Amortization
|
||
|
|
|
||
2020 (remaining six months)
|
4,426
|
|
||
2021
|
8,502
|
|
||
2022
|
7,640
|
|
||
2023
|
6,978
|
|
||
2024
|
3,015
|
|
||
2025
|
204
|
|
||
Total
|
$
|
30,765
|
|
•
|
During any calendar quarter commencing after the calendar quarter ended on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
During the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price as defined in the Indenture per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; or
|
•
|
Upon the occurrence of specified corporate events described in the Indenture. These events include a change in control transaction, or a recapitalization, liquidation, or delisiting of the Company’s Class A common stock.
|
|
|
June 30,
2020 |
||
|
|
|
||
Principal
|
|
$
|
593,500
|
|
Less: Unamortized debt discount
|
|
(100,631
|
)
|
|
Less: Unamortized issuance costs
|
|
(9,366
|
)
|
|
Net carrying amount
|
|
$
|
483,503
|
|
|
|
June 30,
2020 |
||
|
|
|
||
Proceeds allocated to the conversion option (debt discount)
|
|
$
|
140,776
|
|
Less: Issuance costs
|
|
(3,743
|
)
|
|
Less: Reacquisition of conversion option related to the repurchases of convertible senior notes
|
|
(2,965
|
)
|
|
Net carrying amount
|
|
$
|
134,068
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Contractual interest expense
|
|
$
|
556
|
|
|
$
|
594
|
|
|
$
|
1,113
|
|
|
$
|
726
|
|
Amortization of debt issuance costs and discount
|
|
6,684
|
|
|
6,749
|
|
|
13,275
|
|
|
8,294
|
|
||||
Total
|
|
$
|
7,240
|
|
|
$
|
7,343
|
|
|
$
|
14,388
|
|
|
$
|
9,020
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Operating lease expense
|
|
$
|
2,267
|
|
|
$
|
1,506
|
|
|
$
|
4,067
|
|
|
$
|
2,966
|
|
Variable lease expense
|
|
142
|
|
|
84
|
|
|
315
|
|
|
144
|
|
||||
Short-term lease expense
|
|
187
|
|
|
69
|
|
|
458
|
|
|
86
|
|
||||
Total lease expense
|
|
$
|
2,596
|
|
|
$
|
1,659
|
|
|
$
|
4,840
|
|
|
$
|
3,196
|
|
Year Ending December 31,
|
|
|
||
|
|
|
||
2020 (remaining six months)
|
$
|
3,177
|
|
|
2021
|
11,808
|
|
||
2022
|
11,776
|
|
||
2023
|
11,305
|
|
||
2024
|
10,574
|
|
||
Thereafter
|
100,176
|
|
||
Total lease payments
|
148,816
|
|
||
Less: Imputed interest
|
(64,724
|
)
|
||
Lease liabilities
|
$
|
84,092
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
|
|
Units
|
|
Ownership %
|
|
Units
|
|
Ownership %
|
||||
|
|
|
|
|
|
|
|
|
||||
Pluralsight, Inc.’s ownership of LLC Units
|
|
111,875,235
|
|
|
78.0
|
%
|
|
104,083,271
|
|
|
74.3
|
%
|
LLC Units owned by the Continuing Members(1)
|
|
31,589,215
|
|
|
22.0
|
%
|
|
35,936,804
|
|
|
25.7
|
%
|
|
|
143,464,450
|
|
|
100.0
|
%
|
|
140,020,075
|
|
|
100.0
|
%
|
(1)
|
Excludes 968,736 and 1,543,813 LLC Units still subject to time-based vesting requirements as of June 30, 2020 and December 31, 2019, respectively.
|
|
|
Stock Options Outstanding
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Outstanding as of December 31, 2019
|
|
4,361,718
|
|
|
$
|
14.55
|
|
|
|
|
|
||
Granted
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
|
(193,841
|
)
|
|
13.05
|
|
|
|
|
|
|||
Forfeited or cancelled
|
|
(16,277
|
)
|
|
7.28
|
|
|
|
|
|
|||
Outstanding as of June 30, 2020
|
|
4,151,600
|
|
|
$
|
14.65
|
|
|
7.9
|
|
$
|
14.1
|
|
Vested and exercisable as of June 30, 2020
|
|
4,075,135
|
|
|
$
|
14.90
|
|
|
7.9
|
|
$
|
12.8
|
|
|
|
Number of
RSUs or Units
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
|
|
|
|
|
|||
RSUs of Pluralsight, Inc.:
|
|
|
|
|
|||
Balance at December 31, 2019
|
|
7,672,038
|
|
|
$
|
22.71
|
|
Granted
|
|
6,219,477
|
|
|
19.35
|
|
|
Forfeited or cancelled
|
|
(483,563
|
)
|
|
20.86
|
|
|
Vested
|
|
(1,895,152
|
)
|
|
24.43
|
|
|
Balance at June 30, 2020
|
|
11,512,800
|
|
|
$
|
20.69
|
|
|
|
|
|
|
|||
Restricted Share Units of Pluralsight Holdings:
|
|
|
|
|
|||
Balance at December 31, 2019
|
|
1,312,500
|
|
|
$
|
8.24
|
|
Vested
|
|
(375,000
|
)
|
|
8.24
|
|
|
Balance at June 30, 2020
|
|
937,500
|
|
|
$
|
8.24
|
|
|
|
Unvested Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
|
|
|
|
|
|||
Unvested LLC Units outstanding—December 31, 2019
|
|
1,543,813
|
|
|
$
|
8.72
|
|
Vested
|
|
(575,077
|
)
|
|
8.44
|
|
|
Unvested LLC Units outstanding—June 30, 2020
|
|
968,736
|
|
|
$
|
8.89
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
296
|
|
|
$
|
133
|
|
|
$
|
566
|
|
|
$
|
217
|
|
Sales and marketing
|
|
10,878
|
|
|
7,952
|
|
|
20,400
|
|
|
14,228
|
|
||||
Technology and content
|
|
6,884
|
|
|
5,137
|
|
|
13,220
|
|
|
8,847
|
|
||||
General and administrative
|
|
8,367
|
|
|
9,510
|
|
|
17,817
|
|
|
19,708
|
|
||||
Total equity-based compensation
|
|
$
|
26,425
|
|
|
$
|
22,732
|
|
|
$
|
52,003
|
|
|
$
|
43,000
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(39,730
|
)
|
|
$
|
(40,764
|
)
|
|
$
|
(87,243
|
)
|
|
$
|
(74,648
|
)
|
Less: Net loss attributable to non-controlling interests
|
|
(9,801
|
)
|
|
(11,637
|
)
|
|
(21,995
|
)
|
|
(26,446
|
)
|
||||
Net loss attributable to Pluralsight, Inc.
|
|
$
|
(29,929
|
)
|
|
$
|
(29,127
|
)
|
|
$
|
(65,248
|
)
|
|
$
|
(48,202
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding, basic and diluted
|
|
107,153
|
|
|
96,708
|
|
|
105,899
|
|
|
86,827
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share, basic and diluted
|
|
$
|
(0.28
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.56
|
)
|
|
|
June 30,
2020 |
|
|
|
|
|
LLC Units held by Continuing Members
|
|
32,558
|
|
Stock options
|
|
4,152
|
|
RSUs of Pluralsight, Inc.
|
|
11,513
|
|
Restricted Share Units of Pluralsight Holdings
|
|
938
|
|
Purchase rights committed under the ESPP
|
|
1,954
|
|
Total
|
|
51,115
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Billings
|
|
$
|
89,034
|
|
|
$
|
80,552
|
|
|
$
|
179,312
|
|
|
$
|
158,480
|
|
Billings from business customers
|
|
$
|
77,695
|
|
|
$
|
69,104
|
|
|
$
|
158,167
|
|
|
$
|
136,260
|
|
% of billings from business customers
|
|
87
|
%
|
|
86
|
%
|
|
88
|
%
|
|
86
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue
|
|
$
|
94,765
|
|
|
$
|
75,862
|
|
|
$
|
187,411
|
|
|
$
|
145,479
|
|
Cost of revenue(1)(2)
|
|
19,717
|
|
|
17,803
|
|
|
38,725
|
|
|
34,515
|
|
||||
Gross profit
|
|
75,048
|
|
|
58,059
|
|
|
148,686
|
|
|
110,964
|
|
||||
Operating expenses(1)(2):
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
57,759
|
|
|
50,046
|
|
|
120,174
|
|
|
94,217
|
|
||||
Technology and content
|
|
29,514
|
|
|
24,819
|
|
|
59,658
|
|
|
45,090
|
|
||||
General and administrative
|
|
22,996
|
|
|
20,575
|
|
|
46,367
|
|
|
42,766
|
|
||||
Total operating expenses
|
|
110,269
|
|
|
95,440
|
|
|
226,199
|
|
|
182,073
|
|
||||
Loss from operations
|
|
(35,221
|
)
|
|
(37,381
|
)
|
|
(77,513
|
)
|
|
(71,109
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(7,241
|
)
|
|
(7,346
|
)
|
|
(14,390
|
)
|
|
(9,024
|
)
|
||||
Other income, net
|
|
2,267
|
|
|
4,106
|
|
|
4,437
|
|
|
5,782
|
|
||||
Loss before income taxes
|
|
(40,195
|
)
|
|
(40,621
|
)
|
|
(87,466
|
)
|
|
(74,351
|
)
|
||||
Income tax benefit (expense)
|
|
465
|
|
|
(143
|
)
|
|
223
|
|
|
(297
|
)
|
||||
Net loss
|
|
$
|
(39,730
|
)
|
|
$
|
(40,764
|
)
|
|
$
|
(87,243
|
)
|
|
$
|
(74,648
|
)
|
(1)
|
Includes equity-based compensation as follows:
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
|
$
|
296
|
|
|
$
|
133
|
|
|
$
|
566
|
|
|
$
|
217
|
|
Sales and marketing
|
|
10,878
|
|
|
7,952
|
|
|
20,400
|
|
|
14,228
|
|
||||
Technology and content
|
|
6,884
|
|
|
5,137
|
|
|
13,220
|
|
|
8,847
|
|
||||
General and administrative
|
|
8,367
|
|
|
9,510
|
|
|
17,817
|
|
|
19,708
|
|
||||
Total equity-based compensation
|
|
$
|
26,425
|
|
|
$
|
22,732
|
|
|
$
|
52,003
|
|
|
$
|
43,000
|
|
(2)
|
Includes amortization of acquired intangible assets as follows:
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
|
$
|
1,209
|
|
|
$
|
702
|
|
|
$
|
2,418
|
|
|
$
|
1,227
|
|
Sales and marketing
|
|
50
|
|
|
29
|
|
|
100
|
|
|
29
|
|
||||
Technology and content
|
|
161
|
|
|
176
|
|
|
337
|
|
|
353
|
|
||||
Total amortization of acquired intangible assets
|
|
$
|
1,420
|
|
|
$
|
907
|
|
|
$
|
2,855
|
|
|
$
|
1,609
|
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
|
$
|
94,765
|
|
|
$
|
75,862
|
|
|
$
|
18,903
|
|
|
25
|
%
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
19,717
|
|
|
$
|
17,803
|
|
|
$
|
1,914
|
|
|
11
|
%
|
Gross profit
|
|
75,048
|
|
|
58,059
|
|
|
16,989
|
|
|
29
|
%
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
|
$
|
57,759
|
|
|
$
|
50,046
|
|
|
$
|
7,713
|
|
|
15
|
%
|
Technology and content
|
|
29,514
|
|
|
24,819
|
|
|
4,695
|
|
|
19
|
%
|
|||
General and administrative
|
|
22,996
|
|
|
20,575
|
|
|
2,421
|
|
|
12
|
%
|
|||
Total operating expenses
|
|
$
|
110,269
|
|
|
$
|
95,440
|
|
|
$
|
14,829
|
|
|
16
|
%
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
|
$
|
(7,241
|
)
|
|
$
|
(7,346
|
)
|
|
$
|
105
|
|
|
(1
|
)%
|
Other income, net
|
|
2,267
|
|
|
4,106
|
|
|
(1,839
|
)
|
|
(45
|
)%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
|
$
|
187,411
|
|
|
$
|
145,479
|
|
|
$
|
41,932
|
|
|
29
|
%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
38,725
|
|
|
$
|
34,515
|
|
|
$
|
4,210
|
|
|
12
|
%
|
Gross profit
|
|
148,686
|
|
|
110,964
|
|
|
37,722
|
|
|
34
|
%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
|
$
|
120,174
|
|
|
$
|
94,217
|
|
|
$
|
25,957
|
|
|
28
|
%
|
Technology and content
|
|
59,658
|
|
|
45,090
|
|
|
14,568
|
|
|
32
|
%
|
|||
General and administrative
|
|
46,367
|
|
|
42,766
|
|
|
3,601
|
|
|
8
|
%
|
|||
Total operating expenses
|
|
$
|
226,199
|
|
|
$
|
182,073
|
|
|
$
|
44,126
|
|
|
24
|
%
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||||||
|
|
2020
|
|
2019
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
|
$
|
(14,390
|
)
|
|
$
|
(9,024
|
)
|
|
$
|
(5,366
|
)
|
|
59
|
%
|
Other income, net
|
|
4,437
|
|
|
5,782
|
|
|
(1,345
|
)
|
|
(23
|
)%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Non-GAAP gross profit
|
|
$
|
76,568
|
|
|
$
|
58,907
|
|
|
$
|
151,702
|
|
|
$
|
112,424
|
|
Non-GAAP gross margin
|
|
81
|
%
|
|
78
|
%
|
|
81
|
%
|
|
77
|
%
|
||||
Non-GAAP operating loss
|
|
$
|
(5,119
|
)
|
|
$
|
(11,578
|
)
|
|
$
|
(19,020
|
)
|
|
$
|
(21,974
|
)
|
Free cash flow
|
|
$
|
(17,989
|
)
|
|
$
|
(11,145
|
)
|
|
$
|
(15,268
|
)
|
|
$
|
(8,679
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Gross profit
|
|
$
|
75,048
|
|
|
$
|
58,059
|
|
|
$
|
148,686
|
|
|
$
|
110,964
|
|
Equity-based compensation
|
|
296
|
|
|
133
|
|
|
566
|
|
|
217
|
|
||||
Amortization of acquired intangible assets
|
|
1,209
|
|
|
702
|
|
|
2,418
|
|
|
1,227
|
|
||||
Employer payroll taxes on employee stock transactions
|
|
15
|
|
|
13
|
|
|
32
|
|
|
16
|
|
||||
Non-GAAP gross profit
|
|
$
|
76,568
|
|
|
$
|
58,907
|
|
|
$
|
151,702
|
|
|
$
|
112,424
|
|
Gross margin
|
|
79
|
%
|
|
77
|
%
|
|
79
|
%
|
|
76
|
%
|
||||
Non-GAAP gross margin
|
|
81
|
%
|
|
78
|
%
|
|
81
|
%
|
|
77
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Loss from operations
|
|
$
|
(35,221
|
)
|
|
$
|
(37,381
|
)
|
|
$
|
(77,513
|
)
|
|
$
|
(71,109
|
)
|
Equity-based compensation
|
|
26,425
|
|
|
22,732
|
|
|
52,003
|
|
|
43,000
|
|
||||
Amortization of acquired intangible assets
|
|
1,420
|
|
|
907
|
|
|
2,855
|
|
|
1,609
|
|
||||
Employer payroll taxes on employee stock transactions
|
|
997
|
|
|
1,329
|
|
|
2,375
|
|
|
2,773
|
|
||||
Secondary offering costs
|
|
1,260
|
|
|
—
|
|
|
1,260
|
|
|
918
|
|
||||
Acquisition-related costs
|
|
—
|
|
|
835
|
|
|
—
|
|
|
835
|
|
||||
Non-GAAP operating loss
|
|
$
|
(5,119
|
)
|
|
$
|
(11,578
|
)
|
|
$
|
(19,020
|
)
|
|
$
|
(21,974
|
)
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(9,250
|
)
|
|
$
|
(7,184
|
)
|
|
$
|
9,045
|
|
|
$
|
(1,648
|
)
|
Less: Purchases of property and equipment
|
|
(6,626
|
)
|
|
(2,457
|
)
|
|
(20,520
|
)
|
|
(4,590
|
)
|
||||
Less: Purchases of content library
|
|
(2,113
|
)
|
|
(1,504
|
)
|
|
(3,793
|
)
|
|
(2,441
|
)
|
||||
Free cash flow
|
|
$
|
(17,989
|
)
|
|
$
|
(11,145
|
)
|
|
$
|
(15,268
|
)
|
|
$
|
(8,679
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Net cash provided by (used in) operating activities
|
|
$
|
9,045
|
|
|
$
|
(1,648
|
)
|
Net cash used in investing activities
|
|
(25,720
|
)
|
|
(483,015
|
)
|
||
Net cash provided by financing activities
|
|
7,005
|
|
|
561,853
|
|
||
Effect of exchange rate change on cash, cash equivalents, and restricted cash and cash equivalents
|
|
(157
|
)
|
|
22
|
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents
|
|
$
|
(9,827
|
)
|
|
$
|
77,212
|
|
•
|
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 purposes 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;
|
•
|
actual or perceived security breaches;
|
•
|
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;
|
•
|
the impact of the COVID-19 pandemic on our business operations and overall financial performance; 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.
|
|
|
|
|
Incorporated by Reference
|
|
Filed or Furnished Herewith
|
||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit Number
|
|
Filing Date
with SEC
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.4+
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
Inline XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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PLURALSIGHT, INC.
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By:
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/s/ Aaron Skonnard
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Date:
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July 29, 2020
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Aaron Skonnard
Chief Executive Officer
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PLURALSIGHT, INC.
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By:
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/s/ James Budge
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Date:
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July 29, 2020
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James Budge
Chief Financial Officer
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By:
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/s/ Kem Gardner
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Name:
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Kem Gardner
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Its:
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Manager
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TENANT:
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PLURALSIGHT, LLC, a Nevada limited liability company
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By:
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/s/ Matthew Tenney
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Name:
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Matthew Tenney
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Its:
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Authorized Representative
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By:
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/s/ Christian Gardner
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Name:
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Christian Gardner
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Its:
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Manager
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TENANT:
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PLURALSIGHT, LLC, a Nevada limited liability company
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By:
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/s/ James Budge
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Name:
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James Budge
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Its:
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Chief Financial Officer
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By:
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/s/ Christian Gardner
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Name:
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Christian Gardner
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Its:
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Manager
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By:
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/s/ S. Val Staker
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Name:
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S. Val Staker
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Its:
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Manager
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TENANT:
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PLURALSIGHT, LLC, a Nevada limited liability company
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By:
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/s/ Mark Hansen
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Name:
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Mark Hansen
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Its:
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Director of Finance and Accounting
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1.
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Consideration.
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i.
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Employee’s employment with the Company and any of its affiliates shall terminate effective the earlier of (1) July 17, 2020, (2) the date Employee’s employment is terminated by the Company if for "cause" (as defined in Section 8.1 of the Employment Agreement), or (3) Employee resigns and designates his last day as a date earlier than July 17, 2020 (the "Separation Date").
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ii.
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The Company shall timely provide Employee with all necessary and required documents and information to allow Employee to elect continuation coverage as provided for in the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"). Subject to Employee signing this Agreement and not timely revoking, to assist with Employee’s transition to a new benefits provider, the Company shall provide Employee a lump sum payment equal to $11,140.35 (the "Severance Payment"). Regardless of whether the Separation Date is on July 17, 2020 or an earlier date, Employee acknowledges and agrees that the Company is only obligated to pay the Severance Payment.
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iii.
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The Severance Payment shall be paid to Employee on the first available payday following the Separation Date, less applicable federal and state income taxes, employee taxes, and other appropriate withholdings. The Company will deposit the Severance Payment into to the bank account where the Company had been transmitting Employee’s pay immediately prior to the Separation Date.
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iv.
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Employee shall resign from all positions with the Company, including any of its parent, subsidiary, or affiliate companies, effective as of the Separation Date.
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Dated:
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July 9, 2020
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/s/ Nate Walkingshaw
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Nate Walkingshaw
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Pluralsight, LLC
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Dated:
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July 9, 2020
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By:
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/s/ Aaron Skonnard
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Name:
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Aaron Skonnard
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Its:
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Chief Executive Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Pluralsight, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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
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c.
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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;
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5.
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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):
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a.
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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
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b.
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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.
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Date: July 29, 2020
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/s/ Aaron Skonnard
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Aaron Skonnard
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Pluralsight, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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
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c.
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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;
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5.
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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):
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a.
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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
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b.
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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.
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Date: July 29, 2020
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/s/ James Budge
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James Budge
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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1.
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the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: July 29, 2020
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/s/ Aaron Skonnard
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Aaron Skonnard
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: July 29, 2020
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/s/ James Budge
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James Budge
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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