CASTLIGHT HEALTH, INC., 10-Q filed on 11/2/2016
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 30, 2016
Oct. 28, 2016
Class A [Member]
Oct. 28, 2016
Class B [Member]
Class of Stock [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Sep. 30, 2016 
 
 
Document Fiscal Year Focus
2016 
 
 
Document Fiscal Period Focus
Q3 
 
 
Trading Symbol
CSLT 
 
 
Entity Registrant Name
CASTLIGHT HEALTH, INC. 
 
 
Entity Central Index Key
0001433714 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
54,297,355 
49,407,439 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 55,108 
$ 19,150 
Marketable securities
61,326 
101,274 
Accounts receivable, net
15,888 
12,751 
Deferred commissions
7,746 
5,438 
Prepaid expenses and other current assets
3,884 
3,772 
Total current assets
143,952 
142,385 
Property and equipment, net
5,912 
6,896 
Marketable securities, noncurrent
13,335 
Restricted cash, noncurrent
1,000 
1,000 
Deferred commissions, noncurrent
3,861 
4,923 
Other assets
4,691 
4,735 
Total assets
159,416 
173,274 
Current liabilities:
 
 
Accounts payable
3,603 
3,384 
Accrued expenses and other current liabilities
4,894 
4,550 
Accrued compensation
7,146 
11,477 
Deferred revenue
30,730 
26,590 
Total current liabilities
46,373 
46,001 
Deferred revenue, noncurrent
6,700 
7,522 
Other liabilities, noncurrent
1,255 
1,397 
Total liabilities
54,328 
54,920 
Commitments and contingencies
   
   
Stockholders’ equity (deficit):
 
 
Additional paid-in capital
451,586 
415,519 
Accumulated other comprehensive income
38 
(79)
Accumulated deficit
(346,546)
(297,096)
Total stockholders’ equity (deficit)
105,088 
118,354 
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
159,416 
173,274 
Class A [Member]
 
 
Stockholders’ equity (deficit):
 
 
Common stock value issued
$ 10 
$ 10 
Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Revenue:
 
 
 
 
Subscription
$ 23,867 
$ 18,233 
$ 66,859 
$ 50,417 
Professional services
1,634 
1,306 
4,944 
3,583 
Total revenue
25,501 
19,539 
71,803 
54,000 
Cost of revenue:
 
 
 
 
Cost of subscription
3,988 1
3,081 1
12,218 1
8,532 1
Cost of professional services
3,978 1
5,606 1
13,941 1
15,581 1
Total cost of revenue
7,966 
8,687 
26,159 
24,113 
Gross profit
17,535 
10,852 
45,644 
29,887 
Operating expenses:
 
 
 
 
Sales and marketing
13,143 1
16,731 1
44,877 1
50,835 1
Research and development
10,573 1
7,868 1
30,619 1
21,853 1
General and administrative
5,338 1
6,311 1
19,902 1
18,291 1
Total operating expenses
29,054 
30,910 
95,398 
90,979 
Operating loss
(11,519)
(20,058)
(49,754)
(61,092)
Other income, net
116 
51 
304 
230 
Net loss
$ (11,403)
$ (20,007)
$ (49,450)
$ (60,862)
Net loss per Class A and B share, basic and diluted
$ (0.11)
$ (0.21)
$ 0 
$ 0 
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
103,147 
94,409 
99,734 
93,343 
Consolidated Statements of Operations Parenthetical (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Cost of subscription [Member]
 
 
 
 
Allocated Share-based Compensation Expense
$ 139 
$ 96 
$ 367 
$ 196 
Cost of professional services [Member]
 
 
 
 
Allocated Share-based Compensation Expense
456 
647 
1,468 
1,522 
Sales and marketing [Member]
 
 
 
 
Allocated Share-based Compensation Expense
2,190 
2,058 
6,644 
5,883 
Research and development [Member]
 
 
 
 
Allocated Share-based Compensation Expense
1,631 
981 
4,300 
2,344 
General and administrative [Member]
 
 
 
 
Allocated Share-based Compensation Expense
$ 1,236 
$ 1,177 
$ 3,476 
$ 3,100 
Consolidated Statements of Comprehensive Loss (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Statement of Comprehensive Income [Abstract]
 
 
 
 
Net loss
$ (11,403)
$ (20,007)
$ (49,450)
$ (60,862)
Other comprehensive income:
 
 
 
 
Net change in unrealized gain on available-for-sale marketable securities
(16)
19 
117 
69 
Reclassification adjustments for net realized gains on available-for-sale marketable securities
Other comprehensive income
(16)
19 
117 
69 
Comprehensive loss
$ (11,419)
$ (19,988)
$ (49,333)
$ (60,793)
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Operating activities:
 
 
Net loss
$ (49,450)
$ (60,862)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Depreciation and amortization
2,407 
1,378 
Stock-based compensation
16,255 
13,045 
Amortization of deferred commissions
3,157 
2,576 
Accretion and amortization of marketable securities
406 
1,126 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(3,137)
(2,548)
Deferred commissions
(4,403)
(3,346)
Prepaid expenses and other assets
(68)
(1,026)
Accounts payable
300 
716 
Accrued expenses and other liabilities
(4,046)
(1,740)
Deferred revenue
3,318 
5,770 
Net cash used in operating activities
(35,261)
(44,911)
Investing activities:
 
 
Restricted cash
(1,000)
Investment in related party
(4,125)
Purchase of property and equipment
(1,587)
(3,499)
Purchase of marketable securities
(73,163)
(86,324)
Sales of marketable securities
5,000 
Maturities of marketable securities
126,157 
140,019 
Net cash provided by investing activities
51,407 
50,071 
Financing activities:
 
 
Proceeds from the exercise of stock options
2,576 
3,180 
Proceeds from issuance of common stock and warrants
17,358 
Payments of issuance costs
(122)
(94)
Net cash provided by financing activities
19,812 
3,086 
Net increase in cash and cash equivalents
35,958 
8,246 
Cash and cash equivalents at beginning of period
19,150 
17,425 
Cash and cash equivalents at end of period
$ 55,108 
$ 25,671 
Organization and Description of Business
Organization and Description of Business
Organization and Description of Business
Description of Business
Castlight Health Inc. (the “Company”) offers a health benefits platform that engages employees to make better health care decisions and enables employers to communicate and measure their benefit programs. The Company provides a simple, personalized, and powerful way for employees to shop for and manage their health care. At the same time, the Company enables employers to understand their employees’ needs and guide them to the right care, right providers and right programs at the right time. The Company’s comprehensive technology offering aggregates complex, large-scale data and applies sophisticated analytics to make health care data transparent and useful. The Company was incorporated in the State of Delaware in January 2008. The Company’s principal executive offices are located in San Francisco, California.
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”), Regulation S-X. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations, financial position and cash flows. The condensed consolidated financial statements include the results of Castlight and its wholly owned U.S. subsidiary. The results for the interim periods presented are not necessarily indicative of the results expected for any future period.
The condensed consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. There have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to, the determination of the relative selling prices for the Company’s products and services, certain assumptions used in the valuation of the Company’s equity awards, annual bonus attainment and the capitalization and estimated useful life of internal-use software development costs. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.
Recently Issued and Adopted Accounting Pronouncements

Classification of Certain Cash Receipts and Cash Payments

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-1, “Classification of Certain Cash Receipts and Cash Payments.” The guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows and how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This guidance will be effective for the Company beginning January 1, 2018 and earlier adoption is permitted in any interim period. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” The guidance changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. This guidance will be effective for the Company beginning January 1, 2020 and earlier adoption is permitted beginning 2019. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.
Stock-based Compensation
In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment.” The guidance will change how companies account for certain aspects of share-based payments to employees. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted in any interim or annual period. Accordingly, the standard is effective for the Company beginning January 1, 2017, and the Company has elected not to early adopt. Based on the Company’s evaluation, the standard will not have a material impact on its consolidated financial statements.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases.” The guidance will require lessees to put all leases on their balance sheets, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to current practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The guidance will be effective for the Company beginning January 1, 2019 and early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.

Financial Instruments

In January 2016, the FASB issued ASU 2016-1, “Financial Instruments.” The guidance provides a new measurement alternative for equity investments that don’t have readily determinable fair values and don’t qualify for the net asset value practical expedient. Under this alternative, these investments can be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment if the same issuer. This guidance will be effective for the Company beginning January 1, 2018 and earlier adoption is not permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption at this point in time.

Cloud Computing Arrangements

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance is intended to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, primarily to determine whether the arrangement includes a sale or license of software. The Company adopted this guidance on January 1, 2016 and it does not impact the Company’s financial statements.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The guidance provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of the standard for all entities by one year. The standard will become effective for the annual reporting period (including interim reporting periods) beginning after December 15, 2017, and early adoption is permitted as of annual reporting periods (including interim periods) beginning after December 15, 2016. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.
Marketable Securities
Marketable Securities
Marketable Securities

All of the Company’s cash equivalents and marketable securities are classified as “available-for-sale” securities. These securities are reported at fair value, with the related unrealized gains and losses included in accumulated other comprehensive income, a component of shareholders’ equity.

At September 30, 2016 and December 31, 2015, respectively, marketable securities consisted of the following (in thousands):
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
September 30, 2016
 
 
 
 
 
 
 
U.S. agency obligations
$
34,481

 
$
24

 
$

 
$
34,505

U.S. treasury securities
26,807

 
15

 
(1
)
 
26,821

Money market mutual funds
32,468

 

 

 
32,468

 
93,756

 
39

 
(1
)
 
93,794

Included in cash and cash equivalents
32,468

 

 

 
32,468

Included in marketable securities
$
61,288

 
$
39

 
$
(1
)
 
$
61,326


 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
December 31, 2015
 
 
 
 
 
 
 
U.S. agency obligations
$
83,763

 
$

 
$
(48
)
 
$
83,715

U.S. treasury securities
33,924

 

 
(31
)
 
33,893

Money market mutual funds
1,038

 

 

 
1,038

 
118,725

 

 
(79
)
 
118,646

Included in cash and cash equivalents
4,038

 

 
(1
)
 
4,037

Included in marketable securities
$
101,334

 
$

 
$
(60
)
 
$
101,274

Included in marketable securities, noncurrent
$
13,353

 
$

 
$
(18
)
 
$
13,335

Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires that the Company maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—Unobservable inputs that are supported by little or no market activity.
The fair value of marketable securities included in the Level 2 category is based on observable inputs, such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. These values were obtained from a third-party pricing service and were evaluated using pricing models that vary by asset class and may incorporate available trade, bid and other market information and price quotes from well-established third party pricing vendors and broker-dealers. There have been no changes in valuation techniques in the periods presented. The Company has no financial assets or liabilities measured using Level 3 inputs. There were no significant transfers between Levels 1 and 2 assets as of September 30, 2016 and December 31, 2015. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis using the above input categories (in thousands):
 
 
Level 1
 
Level 2
 
Total
September 30, 2016
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
$
32,468

 
$

 
$
32,468

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
34,505

 
34,505

U.S. treasury securities

 
26,821

 
26,821

 
$
32,468

 
$
61,326

 
$
93,794

 
 
Level 1
 
Level 2
 
Total
December 31, 2015
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
$
1,038

 
$

 
$
1,038

U.S. agency obligations

 
3,000

 
3,000

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
80,715

 
80,715

U.S. treasury securities

 
33,893

 
33,893

 
$
1,038


$
117,608


$
118,646


Gross unrealized gains and losses for cash equivalents and marketable securities as of September 30, 2016 and December 31, 2015 were not material. The Company does not believe the unrealized losses represent other-than-temporary impairments based on the Company’s evaluation of available evidence as of September 30, 2016 and December 31, 2015.
There were no realized gains or losses during the nine months ended September 30, 2016. All of the Company’s marketable securities at September 30, 2016 mature within one year. As of December 31, 2015, those securities with maturities greater than one year are reflected in the noncurrent portion of the Company’s condensed consolidated balance sheets. Marketable securities on the balance sheets consist of securities with original or remaining maturities at the time of purchase of greater than three months, and the remainder of the securities is reflected in cash and cash equivalents.
Property and equipment, net
Property and equipment
Property and Equipment
Property and equipment consisted of the following (in thousands):
 
As of
 
September 30, 2016
 
December 31, 2015
Leasehold improvements
$
2,061

 
$
2,046

Computer equipment
5,369

 
4,345

Software
1,136

 
885

Capitalization of internal-use software
2,925

 
2,925

Furniture and equipment
931

 
853

Total
12,422

 
11,054

Accumulated depreciation
(6,510
)
 
(4,158
)
Property and equipment, net
$
5,912

 
$
6,896


Depreciation and amortization expense for the three months ended September 30, 2016 and 2015, was $0.8 million and $0.5 million, respectively. Depreciation and amortization expense for the nine months ended September 30, 2016 and 2015, was $2.4 million and $1.4 million, respectively. Depreciation and amortization are recorded on a straight-line basis.
Related Party Transactions (Notes)
Related Party Transactions and Variable Interest Entity
Note 6. Related Party Transactions and Variable Interest Entity

In the second quarter of 2015, the Company announced a strategic alliance with Lyra Health (”Lyra”), to develop and bring to market an integrated behavioral health solution. In connection with this strategic alliance, the Company made an initial preferred stock investment in Lyra of $3.1 million and its chief executive officer, Dr. Colella, joined the Lyra board. Additionally, the Company made a subsequent preferred stock investment in Lyra of $1.0 million in August 2015. In March 2016, the Company amended the strategic alliance to modify the manner in which the Company collaborates with Lyra on the solution. In connection with this amendment, Dr. Colella ceased service on the Lyra board of directors. Lyra is considered a related party to the Company because two of the Company’s directors, Dr. Roberts and Mr. Ebersman, serve on the Lyra board of directors and Mr. Ebersman is the Lyra chief executive officer. An independent committee of the Company’s board of directors, comprised of directors without any involvement in any external behavioral health business initiatives, approved the strategic alliance with and investment in Lyra.
    
The Company has evaluated all its transactions with Lyra and has determined that Lyra is a variable interest entity (“VIE”) for the Company. In determining that the Company is not the VIE’s primary beneficiary, the Company considered qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the characteristics of the Company’s involvement; and the obligation or likelihood for the Company to provide incremental financial support. Based on the Company’s evaluation, the Company determined it is not required to consolidate the operations of the VIE. The Company’s maximum exposure to loss as a result of its involvement with this unconsolidated VIE is limited to its investment of $4.1 million and it is not obligated to provide incremental financial support to Lyra.

The investment in Lyra is accounted for under the cost method and is included under other assets in the Company’s consolidated financial statements. The Company has not estimated the fair value of its investment because there have been no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment. The Company assesses its investment for impairment on a quarterly basis or based on facts or circumstances that may require it to reassess the fair value of its investment. Based on the facts and circumstances as of September 30, 2016, the Company concluded that its investment was appropriately valued.
Deferred Revenue
Deferred Revenue
Deferred Revenue
Deferred revenue consisted of the following (in thousands):
 
As of
 
September 30, 2016
 
December 31, 2015
Subscription
$
22,152

 
$
18,029

Professional services—implementation
5,540

 
5,254

Professional services—communications
3,038

 
3,307

Total current
30,730

 
26,590

Subscription
370

 
1,163

Professional services—implementation
4,946

 
5,367

Professional services—communications
1,384

 
992

Total noncurrent
6,700

 
7,522

Total
$
37,430

 
$
34,112

Commitments and Contingencies
Commitments and Contingencies
Commitments and Contingencies
Legal Matters
On April 2, April 16, April 29, and May 4, 2015, purported securities class action lawsuits were filed in the Superior Court of the State of California, County of San Mateo, against the Company, certain of its current and former directors, executive officers, significant stockholders and underwriters associated with its initial public offering (“IPO”). The lawsuits, which were consolidated on July 22, 2015, were brought by purported stockholders of the Company seeking to represent a class consisting of all those who purchased the Company’s stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with its IPO. A consolidated complaint (“Complaint”) was filed on July 23, 2015, alleging claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. On September 22, 2015 the Company filed a demurrer to the Complaint. After briefing and argument, the Court overruled the demurrer as to Plaintiffs’ claims under Sections 11 and 15 and granted with leave to amend, the demurrer to Plaintiff’s claims under Section 12(a)(2). Plaintiffs filed an amended consolidated complaint (“Amended Complaint”) on November 10, 2015. On December 10, 2015, the Company filed a demurrer to the Section 12(a)(2) claim in the Amended Complaint. On January 28, 2016, the Court again sustained the demurrer to the Section 12(a)(2) claim in the amended Complaint. The Amended Complaint sought unspecified damages and other relief. On March 28, 2016, the parties to the consolidated actions reached a mutually acceptable resolution by way of a mediated cash settlement. The aggregate amount of the settlement under the agreement in principle is $9.5 million. The Court granted preliminary approval of the settlement on July 13, 2016, and the Court granted final approval of the settlement on October 28, 2016. As a result of the settlement the Company recorded a net charge of $2.9 million to general and administrative expense in 2016. This amount represents the portion of settlement that was not covered by insurance and legal fees incurred in 2016 regarding this matter. Funds representing the Company’s portion of the settlement amount were moved to escrow in the third quarter of 2016 and the Company expects them to be paid in the fourth quarter of 2016. While the Company believes it has meritorious defenses to the litigation, the Company is satisfied with this resolution given the risks and expenses associated with further litigation. The Company accrues for loss contingencies when it is both probable that it will incur the loss and when it can reasonably estimate the amount of the loss or range of loss.
From time to time, the Company may become subject to other legal proceedings, claims or litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patents or other intellectual property rights. If an unfavorable outcome were to occur in litigation, the impact could be material to the Company’s business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome.
    
Leases and Contractual Obligations

The Company’s principal commitments primarily consist of obligations under leases for office space and co-location facilities for data center capacity. The Company’s existing lease agreements provide it with the option to renew and generally provide for rental payments on a graduated basis. The Company’s future operating lease obligations would change if it entered into additional operating lease agreements as the Company expands its operations and if it exercised these options.

The Company leases two office spaces in San Francisco, California with expirations dates in 2017 and 2021, respectively. In anticipation of the expiration of the lease in 2017, the Company executed an amendment in September 2016 to extend the term of its other lease to 2022 and add incremental rentable square feet (“RSF”). As a result of the amendment, the Company’s office space increased by 8,247 RSF. As of September 30, 2016, the Company’s future minimum payments for all leases are $18.5 million.

Other than matters discussed above there were no other material changes in the Company’s contractual obligations from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2015. Please see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in the Company’s Annual Report on Form 10-K for a description of its contractual obligations.
Stock Compensation
Stock Compensation
Stock Options Activity
A summary of stock option activity for the nine months ended September 30, 2016 is as follows (in thousands, except share and per share amounts): 
 
Options
Outstanding
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
Balance at December 31, 2015
9,561,713

 
$
5.62

 
$
16,694

Stock option grants
3,854,646

 
$
3.16

 
 
Stock options exercised
(1,804,676
)
 
$
1.43

 
 
Stock options canceled
(3,551,388
)
 
$
9.56

 
 
Balance at September 30, 2016
8,060,295

 
$
3.52

 
$
14,012


The total grant-date fair value of stock options granted during the nine months ended September 30, 2016 and 2015 was $3.6 million and $2.3 million, respectively.
The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-valuation model with the following assumptions and fair value per share:
 
Nine Months Ended September 30,
 
2016
 
2015
Volatility
47%
 
53%
Expected life (in years)
6.12
 
6.17
Risk-free interest rate
1.37%
 
1.38%-1.91%
Dividend yield
—%
 
—%

As of September 30, 2016, the Company had $13.5 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.2 years.

The options granted and canceled in the nine months ended September 30, 2016 in the table above include options that were exchanged under the Company’s stock option exchange program. Pursuant to the stock option exchange program, 108 out of 132 eligible employees tendered options covering an aggregate of 2,685,396 shares of the Company’s Class A and Class B common stock at a weighted average exercise price of $11.03, in exchange for options to purchase 2,685,396 shares of its Class B common stock at an exercise price of $2.99 per share, the closing sale price reported on the New York Stock Exchange on February 24, 2016. Each new grant began a new vesting period commencing on the date of grant over five years in equal monthly installments. As of February 15, 2016 the incremental expense related to this offer was $1.8 million, which will be recognized over five years.

For more information, refer to the Company’s Tender Offer Statement filed with the Securities and Exchange Commission on January 12, 2016, as amended on January 28, 2016 and February 26, 2016.
Restricted Stock Units

A summary of restricted stock unit activity for the nine months ended September 30, 2016 is as follows:
 
Number of
Shares
Outstanding
 
Weighted-
Average
Grant Date Fair Value
Balance at December 31, 2015
6,685,118

 
$
7.63

Restricted Stock Units granted (1)
7,538,265

 
$
3.62

Restricted Stock Units vested
(1,507,255
)
 
$
8.20

Restricted Stock Units forfeited/canceled (2)
(1,507,875
)
 
$
7.19

Balance at September 30, 2016
11,208,253

 
$
4.92

(1) Includes performance stock units (“PSUs”) that were granted in 2016.
(2) Includes PSUs that were granted in the prior year, which were canceled because performance targets were not achieved.
As of September 30, 2016, there was a total of $49.0 million in unrecognized compensation cost related to restricted stock units and performance stock units, which is expected to be recognized over a weighted-average period of approximately 3.1 years.

In February 2016, the Company awarded PSUs to certain employees. The number of shares that will eventually vest depends on achievement of performance targets for 2016, as determined by the compensation committee of the Company's board of directors, and may range from 0 to 150% of the targeted award amount. Once the performance is determined and a targeted award amount is fixed, the target number of PSUs, if any, will vest in eight quarterly installments, subject to recipients' continued service, beginning on February 16, 2017. The compensation expense associated with the PSUs is recognized using the accelerated method. No expense has been recorded through September 30, 2016 as the Company determined the achievement of the performance targets was not probable.
A summary of restricted stock unit activity for the nine months ended September 30, 2016 is as follows:
 
Number of
Shares
Outstanding
 
Weighted-
Average
Grant Date Fair Value
Balance at December 31, 2015
6,685,118

 
$
7.63

Restricted Stock Units granted (1)
7,538,265

 
$
3.62

Restricted Stock Units vested
(1,507,255
)
 
$
8.20

Restricted Stock Units forfeited/canceled (2)
(1,507,875
)
 
$
7.19

Balance at September 30, 2016
11,208,253

 
$
4.92

(1) Includes performance stock units (“PSUs”) that were granted in 2016.
(2) Includes PSUs that were granted in the prior year, which were canceled because performance targets were not achieved.
Stockholders' Equity (Notes)
Stockholders’ Equity
Note 10. Stockholders’ Equity
Common Stock
As of September 30, 2016, the Company had 54,323,980 shares of Class A common stock and 49,368,701 shares of Class B common stock outstanding.
Transactions with SAP Technologies, Inc.

In May 2016, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with SAP Technologies, Inc. (“SAP”) pursuant to which it sold and issued to SAP 4.7 million shares (“Shares”) of its Class B Common Stock and a warrant (“Warrant”) to purchase up to 1.9 million shares of its Class B Common Stock. The net proceeds from this transaction were $17.8 million and will be used for working capital and other general corporate purposes.
The exercise price of the Warrant is $4.91 per share and will expire four years from the date the Company enters into agreements with SAP related to both SAP’s Connected Health platform (the “Platform Agreement”) and SAP’s distribution of the Company’s solutions (the “Distribution Agreement”, and together, with the Platform Agreement, the “Alliance Agreements”). The Alliance Agreements will be focused on a strategic, multi-pronged business relationship aimed at delivering integrated healthcare technologies that can help lower healthcare costs, improve outcomes and increase benefits satisfaction for customers. If the Company does not enter into the Alliance Agreements with SAP by May 17, 2017, then the Warrant will become void.
The Shares and Warrant are considered freestanding instruments from each other and are classified within stockholders’ equity. The Company preliminarily allocated the net proceeds to the Shares and Warrant and also to a customer prepayment liability classified within accrued expenses and other current liabilities that represents the future benefits of the Alliance Agreements. Additional accounting for the Warrants and the customer prepayment liability is dependent on, if and when, the Alliance Agreements are executed.
Income Taxes
Income Taxes
Income Taxes
The effective tax rate for the three and nine months ended September 30, 2016 and 2015 was zero percent, primarily as a result of the estimated tax loss for the year and the change in valuation allowance. At September 30, 2016, all unrecognized tax benefits are subject to a full valuation allowance and, if recognized, will not affect the effective tax rate.
Net Loss per Share
Net Loss per Share
Net Loss per Share
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including Preferred Stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
Net loss is allocated based on the contractual participation rights of the Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical, the net loss is allocated on a proportionate basis.
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
Net loss
$
(6,011
)
 
$
(5,392
)
 
$
(11,584
)
 
$
(8,423
)
 
$
(27,002
)
 
$
(22,448
)
 
$
(37,207
)
 
$
(23,655
)
Weighted-average shares used to compute basic and diluted net loss per share
54,376

 
48,771

 
54,664

 
39,745

 
54,460

 
45,274

 
57,063

 
36,280

Basic and diluted net loss per share
$
(0.11
)
 
$
(0.11
)
 
$
(0.21
)
 
$
(0.21
)
 
$
(0.50
)
 
$
(0.50
)
 
$
(0.65
)
 
$
(0.65
)

The following securities were excluded from the calculation of diluted net loss per share for common stock because their effect would have been anti-dilutive for the periods presented (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Stock options and restricted stock units
21,538

 
17,776

 
21,538

 
17,776

Warrants*
2,020

 
115

 
2,020

 
115

Total
23,558

 
17,891

 
23,558

 
17,891


*includes 1.9 million warrants issued to SAP that are exercisable upon execution of the Alliance Agreements.
Reduction in Workforce (Notes)
Reduction in Workforce

On May 10, 2016, the Company’s Board of Directors committed to a program to reduce the Company’s workforce in order to reduce expenses, align its operations with evolving business needs and improve efficiencies. Under this program, the Company undertook an initiative to reduce its workforce by approximately fourteen percent. For the three and nine months ended September 30, 2016, the Company incurred charges of $0.1 million and $0.8 million, respectively, all of which were related to severance costs. As of September 30, 2016, the total has been fully paid out.
Summary of Significant Accounting Policies (Policies)
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”), Regulation S-X. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations, financial position and cash flows. The condensed consolidated financial statements include the results of Castlight and its wholly owned U.S. subsidiary. The results for the interim periods presented are not necessarily indicative of the results expected for any future period.
The condensed consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. There have been no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. These estimates include, but are not limited to, the determination of the relative selling prices for the Company’s products and services, certain assumptions used in the valuation of the Company’s equity awards, annual bonus attainment and the capitalization and estimated useful life of internal-use software development costs. Actual results could differ from those estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.
Recently Issued and Adopted Accounting Pronouncements

Classification of Certain Cash Receipts and Cash Payments

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-1, “Classification of Certain Cash Receipts and Cash Payments.” The guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows and how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This guidance will be effective for the Company beginning January 1, 2018 and earlier adoption is permitted in any interim period. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.

Credit Losses

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments.” The guidance changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a new forward-looking expected loss model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to what they do today, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. This guidance will be effective for the Company beginning January 1, 2020 and earlier adoption is permitted beginning 2019. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.
Stock-based Compensation
In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation: Improvements to Employee Share-Based Payment.” The guidance will change how companies account for certain aspects of share-based payments to employees. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. The standard is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted in any interim or annual period. Accordingly, the standard is effective for the Company beginning January 1, 2017, and the Company has elected not to early adopt. Based on the Company’s evaluation, the standard will not have a material impact on its consolidated financial statements.

Leases

In February 2016, the FASB issued ASU 2016-02, “Leases.” The guidance will require lessees to put all leases on their balance sheets, whether operating or financing, while continuing to recognize the expenses on their income statements in a manner similar to current practice. The guidance states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The guidance will be effective for the Company beginning January 1, 2019 and early adoption is permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.

Financial Instruments

In January 2016, the FASB issued ASU 2016-1, “Financial Instruments.” The guidance provides a new measurement alternative for equity investments that don’t have readily determinable fair values and don’t qualify for the net asset value practical expedient. Under this alternative, these investments can be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment if the same issuer. This guidance will be effective for the Company beginning January 1, 2018 and earlier adoption is not permitted. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption at this point in time.

Cloud Computing Arrangements

In April 2015, the FASB issued ASU 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” The guidance is intended to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, primarily to determine whether the arrangement includes a sale or license of software. The Company adopted this guidance on January 1, 2016 and it does not impact the Company’s financial statements.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The guidance provides principles for recognizing revenue for the transfer of promised goods or services to customers with the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB deferred the effective date of the standard for all entities by one year. The standard will become effective for the annual reporting period (including interim reporting periods) beginning after December 15, 2017, and early adoption is permitted as of annual reporting periods (including interim periods) beginning after December 15, 2016. The Company is evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. At this point in time, the Company does not intend to adopt the standard early.
Marketable Securities (Tables)
Available-for-sale Securities
At September 30, 2016 and December 31, 2015, respectively, marketable securities consisted of the following (in thousands):
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
September 30, 2016
 
 
 
 
 
 
 
U.S. agency obligations
$
34,481

 
$
24

 
$

 
$
34,505

U.S. treasury securities
26,807

 
15

 
(1
)
 
26,821

Money market mutual funds
32,468

 

 

 
32,468

 
93,756

 
39

 
(1
)
 
93,794

Included in cash and cash equivalents
32,468

 

 

 
32,468

Included in marketable securities
$
61,288

 
$
39

 
$
(1
)
 
$
61,326


 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
December 31, 2015
 
 
 
 
 
 
 
U.S. agency obligations
$
83,763

 
$

 
$
(48
)
 
$
83,715

U.S. treasury securities
33,924

 

 
(31
)
 
33,893

Money market mutual funds
1,038

 

 

 
1,038

 
118,725

 

 
(79
)
 
118,646

Included in cash and cash equivalents
4,038

 

 
(1
)
 
4,037

Included in marketable securities
$
101,334

 
$

 
$
(60
)
 
$
101,274

Included in marketable securities, noncurrent
$
13,353

 
$

 
$
(18
)
 
$
13,335

Fair Value Measurements (Tables)
Fair Value, Assets Measured on Recurring Basis
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis using the above input categories (in thousands):
 
 
Level 1
 
Level 2
 
Total
September 30, 2016
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
$
32,468

 
$

 
$
32,468

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
34,505

 
34,505

U.S. treasury securities

 
26,821

 
26,821

 
$
32,468

 
$
61,326

 
$
93,794

 
 
Level 1
 
Level 2
 
Total
December 31, 2015
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
$
1,038

 
$

 
$
1,038

U.S. agency obligations

 
3,000

 
3,000

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
80,715

 
80,715

U.S. treasury securities

 
33,893

 
33,893

 
$
1,038


$
117,608


$
118,646

Property and equipment, net (Tables)
Property, Plant and Equipment
Property and equipment consisted of the following (in thousands):
 
As of
 
September 30, 2016
 
December 31, 2015
Leasehold improvements
$
2,061

 
$
2,046

Computer equipment
5,369

 
4,345

Software
1,136

 
885

Capitalization of internal-use software
2,925

 
2,925

Furniture and equipment
931

 
853

Total
12,422

 
11,054

Accumulated depreciation
(6,510
)
 
(4,158
)
Property and equipment, net
$
5,912

 
$
6,896

Deferred Revenue (Tables)
Deferred Revenue, by Arrangement, Disclosure
Deferred revenue consisted of the following (in thousands):
 
As of
 
September 30, 2016
 
December 31, 2015
Subscription
$
22,152

 
$
18,029

Professional services—implementation
5,540

 
5,254

Professional services—communications
3,038

 
3,307

Total current
30,730

 
26,590

Subscription
370

 
1,163

Professional services—implementation
4,946

 
5,367

Professional services—communications
1,384

 
992

Total noncurrent
6,700

 
7,522

Total
$
37,430

 
$
34,112

Stock Compensation (Tables)
A summary of stock option activity for the nine months ended September 30, 2016 is as follows (in thousands, except share and per share amounts): 
 
Options
Outstanding
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
Balance at December 31, 2015
9,561,713

 
$
5.62

 
$
16,694

Stock option grants
3,854,646

 
$
3.16

 
 
Stock options exercised
(1,804,676
)
 
$
1.43

 
 
Stock options canceled
(3,551,388
)
 
$
9.56

 
 
Balance at September 30, 2016
8,060,295

 
$
3.52

 
$
14,012

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-valuation model with the following assumptions and fair value per share:
 
Nine Months Ended September 30,
 
2016
 
2015
Volatility
47%
 
53%
Expected life (in years)
6.12
 
6.17
Risk-free interest rate
1.37%
 
1.38%-1.91%
Dividend yield
—%
 
—%
A summary of restricted stock unit activity for the nine months ended September 30, 2016 is as follows:
 
Number of
Shares
Outstanding
 
Weighted-
Average
Grant Date Fair Value
Balance at December 31, 2015
6,685,118

 
$
7.63

Restricted Stock Units granted (1)
7,538,265

 
$
3.62

Restricted Stock Units vested
(1,507,255
)
 
$
8.20

Restricted Stock Units forfeited/canceled (2)
(1,507,875
)
 
$
7.19

Balance at September 30, 2016
11,208,253

 
$
4.92

(1) Includes performance stock units (“PSUs”) that were granted in 2016.
(2) Includes PSUs that were granted in the prior year, which were canceled because performance targets were not achieved.
Net Loss per Share (Tables)
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock (in thousands, except per share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
Net loss
$
(6,011
)
 
$
(5,392
)
 
$
(11,584
)
 
$
(8,423
)
 
$
(27,002
)
 
$
(22,448
)
 
$
(37,207
)
 
$
(23,655
)
Weighted-average shares used to compute basic and diluted net loss per share
54,376

 
48,771

 
54,664

 
39,745

 
54,460

 
45,274

 
57,063

 
36,280

Basic and diluted net loss per share
$
(0.11
)
 
$
(0.11
)
 
$
(0.21
)
 
$
(0.21
)
 
$
(0.50
)
 
$
(0.50
)
 
$
(0.65
)
 
$
(0.65
)
The following securities were excluded from the calculation of diluted net loss per share for common stock because their effect would have been anti-dilutive for the periods presented (in thousands):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Stock options and restricted stock units
21,538

 
17,776

 
21,538

 
17,776

Warrants*
2,020

 
115

 
2,020

 
115

Total
23,558

 
17,891

 
23,558

 
17,891

Marketable Securities (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
$ 93,756 
$ 118,725 
Unrealized Gains
39 
Unrealized Losses
(1)
(79)
Fair Value
93,794 
118,646 
Included in cash and cash equivalents [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
32,468 
4,038 
Unrealized Gains
Unrealized Losses
(1)
Fair Value
32,468 
4,037 
Included in marketable securities [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
61,288 
101,334 
Unrealized Gains
39 
Unrealized Losses
(1)
(60)
Fair Value
61,326 
101,274 
Included in marketable securities, noncurrent [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
 
13,353 
Unrealized Gains
 
Unrealized Losses
 
(18)
Fair Value
 
13,335 
U.S. agency obligations [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
34,481 
83,763 
Unrealized Gains
24 
Unrealized Losses
(48)
Fair Value
34,505 
83,715 
U.S. treasury securities [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
26,807 
33,924 
Unrealized Gains
15 
Unrealized Losses
(1)
(31)
Fair Value
26,821 
33,893 
Money market mutual funds [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
32,468 
1,038 
Unrealized Gains
Unrealized Losses
Fair Value
$ 32,468 
$ 1,038 
Fair Value Measurements (Details) (USD $)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Fair Value Disclosures [Abstract]
 
 
Available-for-sale Securities, Gross Realized Gain (Loss)
$ 0 
$ 0 
Available-for-sale Securities, Maturity Period
 
1 year 
Fair Value Measurements - Summary of Assets Measured at Fair Value on a Recurring Basis (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Marketable securities:
 
 
Marketable securities
$ 93,794 
$ 118,646 
Money market mutual funds [Member]
 
 
Marketable securities:
 
 
Marketable securities
32,468 
1,038 
U.S. agency obligations [Member]
 
 
Marketable securities:
 
 
Marketable securities
34,505 
83,715 
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
26,821 
33,893 
Fair Value, Measurements, Recurring
 
 
Marketable securities:
 
 
Assets, Fair Value Disclosure
93,794 
118,646 
Fair Value, Measurements, Recurring |
Money market mutual funds [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
32,468 
1,038 
Fair Value, Measurements, Recurring |
U.S. agency obligations [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
 
3,000 
Marketable securities:
 
 
Marketable securities
34,505 
80,715 
Fair Value, Measurements, Recurring |
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
26,821 
33,893 
Fair Value, Measurements, Recurring |
Level 1 [Member]
 
 
Marketable securities:
 
 
Assets, Fair Value Disclosure
32,468 
1,038 
Fair Value, Measurements, Recurring |
Level 1 [Member] |
Money market mutual funds [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
 
1,038 
Fair Value, Measurements, Recurring |
Level 1 [Member] |
U.S. agency obligations [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
 
Marketable securities:
 
 
Marketable securities
Fair Value, Measurements, Recurring |
Level 1 [Member] |
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
Fair Value, Measurements, Recurring |
Level 2 [Member]
 
 
Marketable securities:
 
 
Assets, Fair Value Disclosure
61,326 
117,608 
Fair Value, Measurements, Recurring |
Level 2 [Member] |
Money market mutual funds [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
Fair Value, Measurements, Recurring |
Level 2 [Member] |
U.S. agency obligations [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
 
3,000 
Marketable securities:
 
 
Marketable securities
34,505 
80,715 
Fair Value, Measurements, Recurring |
Level 2 [Member] |
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
$ 26,821 
$ 33,893 
Property and equipment, net (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Property, Plant and Equipment [Abstract]
 
 
 
 
Depreciation Expense
$ 0.8 
$ 0.5 
$ 2.4 
$ 1.4 
Property and equipment, net - Schedule of Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
$ 12,422 
$ 11,054 
Capitalization of internal-use software
2,925 
2,925 
Accumulated depreciation
(6,510)
(4,158)
Property and equipment, net
5,912 
6,896 
Leasehold Improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
2,061 
2,046 
Computer Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
5,369 
4,345 
Software [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
1,136 
885 
Furniture and Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
$ 931 
$ 853 
Related Party Transactions (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended 3 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Lyra Health [Member]
Sep. 30, 2016
Second Investment [Member]
Sep. 30, 2016
Initial Investment [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
Payments to acquire interest in related party
$ 0 
$ 4,125 
$ 4,100 
$ 1,000 
$ 3,100 
Deferred Revenue - Components of Deferred Revenue (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 30, 2016
Dec. 31, 2015
Deferred Revenue Arrangement [Line Items]
 
 
Total current
$ 30,730 
$ 26,590 
Total noncurrent
6,700 
7,522 
Total
37,430 
34,112 
Subscription [Member]
 
 
Deferred Revenue Arrangement [Line Items]
 
 
Total current
22,152 
18,029 
Total noncurrent
370 
1,163 
Professional Services - Implementation [Member]
 
 
Deferred Revenue Arrangement [Line Items]
 
 
Total current
5,540 
5,254 
Total noncurrent
4,946 
5,367 
Professional Services - Communications [Member]
 
 
Deferred Revenue Arrangement [Line Items]
 
 
Total current
3,038 
3,307 
Total noncurrent
$ 1,384 
$ 992 
Commitments and Contingencies Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 9 Months Ended
Mar. 28, 2016
Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
 
 
Litigation settlement, amount
$ (9.5)
 
Litigation settlement, expense
 
$ 2.9 
Commitments and Contingencies Leases and Contractual Obligations (Details) (USD $)
In Millions, unless otherwise specified
Sep. 30, 2016
Leases and Contractual Obligations [Abstract]
 
Operating Leases, Future Minimum Payments Due
$ 18.5 
Stockholders' Equity Narrative (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
9 Months Ended 1 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Class A [Member]
Sep. 30, 2016
Class B [Member]
May 31, 2016
SAP Technologies, Inc. [Member]
May 31, 2016
SAP Technologies, Inc. [Member]
Class B [Member]
Class of Stock [Line Items]
 
 
 
 
 
 
Common Stock, Shares, Issued
 
 
54,323,980 
49,368,701 
 
 
Shares issued during the period
 
 
 
 
 
4,700,000 
Number of Securities Called by Warrants or Rights (in shares)
 
 
 
 
 
1,900,000 
Proceeds from Issuance of common stock and warrants
$ 17,358 
$ 0 
 
 
 
 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
 
 
 
$ 4.91 
 
Stock Compensation - Summary of Stock by Class (Details)
Sep. 30, 2016
Class A [Member]
 
Class of Stock [Line Items]
 
Common Stock, Shares, Issued
54,323,980 
Class B [Member]
 
Class of Stock [Line Items]
 
Common Stock, Shares, Issued
49,368,701 
Stock Compensation - Summary of Stock Option Activity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
9 Months Ended
Sep. 30, 2016
Options Outstanding
 
Beginning Balance
9,561,713,000 
Stock option grants
3,854,646,000 
Stock options exercised
(1,804,676,000)
Stock options canceled
(3,551,388,000)
Ending Balance
8,060,295,000 
Weighted- Average Exercise Price
 
Beginning Balance
$ 3.52 
Stock option grants
$ 3.16 
Stock options exercised
$ 1.43 
Stock options canceled
$ 9.56 
Ending Balance
$ 5.62 
Aggregate Intrinsic Value
 
Beginning Balance
$ 16,694 
Ending Balance
$ 14,012 
Stock Compensation - Stock Options Activity and Stock-based Compensation (Details) (USD $)
In Millions, except Share data, unless otherwise specified
9 Months Ended 0 Months Ended 9 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Feb. 15, 2016
Stock Option Exchange Program [Member]
Sep. 30, 2016
Stock Option Exchange Program [Member]
employee
Feb. 15, 2016
Stock Option Exchange Program [Member]
Sep. 30, 2016
Stock Option Exchange Program [Member]
Monthly [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
Stock Granted, Value, Share-based Compensation, Gross
$ 3.6 
$ 2.3 
 
 
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options
$ 13.5 
 
 
 
$ 1.8 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
2 years 2 months 12 days 
 
5 years 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Employees Participating
 
 
 
108 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Number of Eligible Employees
 
 
 
132 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period
3,551,388,000 
 
 
2,685,396 
 
 
Stock options canceled, exercise price
$ 9.56 
 
 
$ 11.03 
 
 
Stock option grants
3,854,646,000 
 
 
2,685,396 
 
 
Stock option grants, exercise price
$ 3.16 
 
 
$ 2.99 
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period
 
 
 
 
 
5 years 
Stock Compensation - Summary of Restricted Stock Unit Activity (Details) (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
2 years 2 months 12 days 
Restricted Stock Units (RSUs) [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
 
 
Balance at December 31, 2015
 
6,685,118 
Restricted Stock Units granted (1)
7,538,265 
 
Restricted Stock Units vested
(1,507,255)
 
Restricted Stock Units forfeited/canceled (2)
(1,507,875)
 
Balance at June 30, 2016
11,208,253 
11,208,253 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
 
 
Balance at December 31, 2015
 
$ 7.63 
Restricted Stock Units granted (1)
$ 3.62 
 
Restricted Stock Units vested
$ 8.20 
 
Restricted Stock Units forfeited/canceled (2)
$ 7.19 
 
Balance at June 30, 2016
$ 4.92 
$ 4.92 
Unrecognized compensation cost
$ 49.0 
$ 49.0 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
3 years 1 month 6 days 
Income Taxes (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Income Tax Disclosure [Abstract]
 
 
 
 
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent
0.00% 
0.00% 
0.00% 
0.00% 
Net Loss per Share - Calculation of Basic and Diluted EPS for Common Stock (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Table] [Line Items]
 
 
 
 
Net loss
$ (11,403)
$ (20,007)
$ (49,450)
$ (60,862)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
103,147 
94,409 
99,734 
93,343 
Basic and diluted net loss per share (in usd per share)
$ (0.11)
$ (0.21)
$ 0 
$ 0 
Class A [Member]
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Table] [Line Items]
 
 
 
 
Net loss
(6,011)
(11,584)
(27,002)
(37,207)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
54,376 
54,664 
54,460 
57,063 
Basic and diluted net loss per share (in usd per share)
$ (0.11)
$ (0.21)
$ (0.50)
$ (0.65)
Class B [Member]
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Table] [Line Items]
 
 
 
 
Net loss
$ (5,392)
$ (8,423)
$ (22,448)
$ (23,655)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
48,771 
39,745 
45,274 
36,280 
Basic and diluted net loss per share (in usd per share)
$ (0.11)
$ (0.21)
$ (0.50)
$ (0.65)
Net Loss per Share - Summary of Antidilutive Securities (Details) (Class A [Member])
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 30, 2016
Sep. 30, 2015
Sep. 30, 2016
Sep. 30, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
23,558 
17,891 
23,558 
17,891 
Stock Options and Restricted Common Stock [Member]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
21,538 
17,776 
21,538 
17,776 
Warrants [Member]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
2,020 
115 
2,020 
115 
Reduction in Workforce (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 3 Months Ended 9 Months Ended
May 10, 2016
Sep. 30, 2016
Sep. 30, 2016
Restructuring and Related Activities [Abstract]
 
 
 
Restructuring and Related Cost, Expected Number of Positions Eliminated, Percent
14.00% 
 
 
Restructuring and Related Cost, Incurred Cost
 
$ 0.1 
$ 0.8