UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

August 5, 2015
Date of Report (Date of earliest event reported)

CASTLIGHT HEALTH, INC.
(Exact name of registrant as specified in its charter)
______________________________________

			
Delaware
(State or other jurisdiction of
incorporation or organization)	001-36330
(Commission File Number)	26-1989091
(I.R.S. Employer
Identification Number)	
 
______________________________________
Two Rincon Center
121 Spear Street, Suite 300
San Francisco, CA 94105
(Address of principal executive offices)

(415) 829-1400
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 5, 2015, Castlight Health, Inc. (the “Company”) issued a press release announcing its results for the three and six months ended June 30, 2015. The press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

	
		
Exhibit	Description	
99.1	Press Release, dated August 5, 2015, entitled "Castlight Health Announces Second Quarter 2015 Results"	

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Castlight Health Inc.
Date: August 5, 2015
By: /s/ John C. Doyle
John C. Doyle
Chief Financial Officer 

EXHIBIT INDEX

		
Exhibit	Description	
99.1	Press Release, dated August 5, 2015, entitled "Castlight Health Announces Second Quarter 2015 Results"

Castlight Health Announces Second Quarter 2015 Results

Total Revenue of $18.5 Million, Up 76% Year Over Year
  
SAN FRANCISCO - August 5, 2015 - Castlight Health, Inc. (NYSE:CSLT), the leader in enterprise healthcare management (EHM), today announced results for its second quarter ended June 30, 2015.

“Castlight continues to gain momentum among large enterprises and we are pleased to now count 10% of the Fortune 500 as our customers. Importantly, we are also seeing our customers expand their relationship with Castlight as we build out our platform,” said Giovanni Colella, M.D., co-founder and chief executive officer of Castlight Health. “This quarter we continued to further our leadership position with the introductions of Castlight Elevate, which enables employees to access behavioral health resources, and Castlight Pulse, our first employer-facing analytics solution.”
    
Financial Performance for the Three Months Ended June 30, 2015

•	Total revenue for the second quarter of 2015 was $18.5 million, an increase of 76% from the second quarter of 2014. Subscription revenue was $17.3 million, an increase of 80% on a year-over-year basis.	

•	Gross margin for the second quarter of 2015 was 55.4%, compared to a gross margin of 29.6% in the second quarter of 2014. Non-GAAP gross margin for the second quarter of 2015 was 58.3% compared to a non-GAAP gross margin of 32.6% in the second quarter of 2014.	

•	Operating loss for the second quarter of 2015 was $21.3 million, compared to an operating loss of $21.8 million in the second quarter of 2014. Non-GAAP operating loss for the second quarter of 2015 was $17.6 million, compared to a non-GAAP operating loss of $18.8 million in the second quarter of 2014.	

		
•	Net loss per basic and diluted share was $0.23 in the second quarter of 2015, compared to a net loss per basic and diluted share of $0.24 in the second quarter of 2014. The non-GAAP net loss per basic and diluted share for the second quarter of 2015 was $0.19, compared to a net loss per basic and diluted share of $0.21 in the second quarter of 2014. For both GAAP and non-GAAP purposes, the weighted average basic and diluted share count for the second quarter of 2015 was 93.8 million compared to 89.5 million in the second quarter of 2014.	

•	Total cash, cash equivalents and marketable securities were $164.4 million at the end of the second quarter of 2015. Cash used in operations for the second quarter of 2015 was $17.2 million, compared to $19.6 million used in operations in the second quarter of 2014.	

A reconciliation of GAAP to non-GAAP results has been provided in this press release in the accompanying tables. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures”.

Business Outlook

Q3 2015 Guidance : Revenue for the company’s third quarter is expected to be $19.2 million to $19.5 million, representing growth of 57% to 60% on a year-over-year basis. We expect to generate a non-GAAP operating loss in the range of $16.0 million to $17.0 million and a non-GAAP net loss per share of $0.17 to $0.18 based on 95 million weighted average basic and diluted shares outstanding.

Full Year 2015 Guidance: Revenue for the company’s full year 2015 is expected to be in the range of $74.0 million to $77 . 0 million, an increase of 62% to 69% year-over-year. Non-GAAP operating loss is expected to be in the range of $64.0 million to $67.0 million. Non-GAAP basic and diluted loss per share is expected to be in the range of $0.66 to $0.71 based on 95 million to 97 million weighted average basic and diluted common shares outstanding.

For both the third quarter and the full year 2015, non-GAAP guidance excludes the effects of stock-based compensation expense and capitalization and amortization of internal-use software.

Quarterly Conference Call

Castlight Health will host a conference call to discuss its second quarter 2015 results today at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live audio webcast of the conference call, together with detailed financial information, can be accessed through the company's Investor Relations website at http://ir.castlighthealth.com. In addition, an archive of the webcast can be accessed through the same link. Participants who choose to call in to the conference call can do so by dialing 1-877-201-0168. The conference ID number is 80918941. A replay will be available for one week at 1-855-859-2056 , passcode 80918941 .

About Castlight Health
  
Castlight Health, Inc. (NYSE:CSLT) is a leader in Enterprise Healthcare Management. We believe great healthcare builds great business and U.S. enterprises can gain control over the $620 billion spent annually on healthcare, transforming a crippling cost into a strategic business advantage. Recognized as  a top 2014 software platform  by the HR Technology Conference & Exposition, the Castlight Enterprise Healthcare Cloud enables employers to understand and manage all their healthcare investments while helping employees make the best possible healthcare decisions. Castlight is a great place to work, honored with a  Glassdoor Employees’ Choice award  and recognized by Rock Health for  Diversity in Leadership . For more information visit  www.castlighthealth.com . Follow us on  Twitter  and  LinkedIn  and Like us on  Facebook . Source: Castlight Health.

Non-GAAP Financial Measures

To supplement Castlight Health’s financial statements presented in accordance with generally accepted accounting principles (GAAP), we also use and provide investors and others with non-GAAP measures of certain components of financial performance, including non-GAAP gross margin (loss), non-GAAP operating expense, non-GAAP operating loss, non-GAAP net loss and non-GAAP net loss per share. These non-GAAP financial measures differ from GAAP financial measures in that they exclude stock-based compensation, warrant expense, capitalization and amortization of internal-use software and the associated tax impact of these items, where applicable.

We believe that these non-GAAP financial measures provide useful supplemental information to investors and others, facilitate the analysis of the company’s core operating results and comparison of operating results across reporting periods, and can help enhance overall understanding of the company’s historical financial performance.

We have provided a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure, except that we have not reconciled our non-GAAP operating loss and net loss per share guidance for the third quarter of 2015 to comparable GAAP operating loss and net loss per share guidance because we do not provide guidance for stock-based compensation expense and capitalization and amortization of internal-use software, which are reconciling items between GAAP and non-GAAP operating loss. The factors that may impact our future stock-based compensation expense and capitalization and amortization of internal-use software are out of our control and/or cannot be reasonably predicted, and therefore we are unable to provide such guidance without unreasonable effort.

These non-GAAP financial measures should be considered in addition to, not as a substitute for or in isolation from, measures prepared in accordance with GAAP. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. Castlight Health encourages investors and others to review the company’s financial information in its entirety and not rely on a single financial measure.

Safe Harbor For Forward-Looking Statements

This press release contains forward-looking statements about Castlight Health’s expectations, plans, intentions, and strategies, including, but not limited to, statements regarding Castlight Health’s third quarter and full year projections, our expectations for future performance of our business, market growth and business conditions, future innovation by the company and future developments with respect to the digital healthcare industry. Statements including words such as “anticipate,” “believe,” “estimate,” “will,” “continue,” “expect,” or “future,” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties include those described in Castlight Health’s documents filed with or furnished to the Securities and Exchange Commission. All forward-looking statements in this press release are based on information available to Castlight Health as of the date hereof. Castlight Health assumes no obligation to update these forward-looking statements.

Copyright 2015 Castlight Health, Inc. Castlight Health ® is the registered trademark of Castlight Health, Inc. Other company and product names may be trademarks of the respective companies with which they are associated.

CASTLIGHT HEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	
								
 	As of	
 	June 30, 2015	 	December 31, 2014	
 	 (unaudited)	 	 	
Assets	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	31,533		 	$	17,425		
Marketable securities	132,905		 	175,057		
Accounts receivable, net	11,048		 	11,097		
Deferred commissions	3,956		 	3,675		
Prepaid expenses and other current assets	5,960		 	3,476		
Total current assets	185,402		 	210,730		
Property and equipment, net	4,515		 	3,630		
Marketable securities, noncurrent	—		 	6,220		
Restricted cash, noncurrent	1,000		 	—		
Deferred commissions, noncurrent	2,374		 	2,563		
Other assets	3,692		 	131		
Total assets	$	196,983		 	$	223,274		
Liabilities and stockholders’ equity	 	 	 	
Current liabilities:	 	 	 	
Accounts payable	$	4,180		 	$	3,217		
Accrued expenses and other current liabilities	4,702		 	5,791		
Accrued compensation	8,730		 	10,455		
Deferred revenue	24,125		 	20,708		
Total current liabilities	41,737		 	40,171		
Deferred revenue, noncurrent	7,638		 	6,652		
Other liabilities, noncurrent	1,208		 	261		
Total liabilities	50,583		 	47,084		
Commitments and contingencies	 	 	 	
Stockholders’ equity	146,400		 	176,190		
Total liabilities and stockholders’ equity	$	196,983		 	$	223,274		

CASTLIGHT HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

	
																
 	Three Months Ended June 30,	 	Six Months Ended June 30,	
 	2015	 	2014	 	2015	 	2014	
Revenue:	 	 	 	 	 	 	 	
Subscription	$	17,278		 	$	9,576		 	$	32,184		 	$	17,039		
Professional services	1,232		 	957		 	2,277		 	1,870		
Total revenue	18,510		 	10,533		 	34,461		 	18,909		
Cost of revenue:	 	 	 	 	 	 	 	
Cost of subscription (1)	2,932		 	2,915		 	5,451		 	5,627		
Cost of professional services (1)	5,322		 	4,502		 	9,975		 	8,373		
Total cost of revenue	8,254		 	7,417		 	15,426		 	14,000		
Gross profit	10,256		 	3,116		 	19,035		 	4,909		
Operating expenses:	 	 	 	 	 	 	 	
Sales and marketing (1)	17,641		 	14,947		 	34,104		 	31,507		
Research and development (1)	7,391		 	5,476		 	13,985		 	11,003		
General and administrative (1)	6,517		 	4,519		 	11,980		 	8,529		
Total operating expenses	31,549		 	24,942		 	60,069		 	51,039		
Operating loss	(21,293	)	 	(21,826	)	 	(41,034	)	 	(46,130	)	
Other income, net	81		 	50		 	179		 	73		
Net loss	$	(21,212	)	 	$	(21,776	)	 	$	(40,855	)	 	$	(46,057	)	
Net loss per share, basic and diluted	$	(0.23	)	 	$	(0.24	)	 	$	(0.44	)	 	$	(0.86	)	
Weighted-average shares used to compute basic and diluted net loss per share	93,804		 	89,520		 	92,801		 	53,284		
_______________________
		
(1)	Includes stock-based compensation expense as follows:	

	
																
 	Three Months Ended June 30,	 	Six Months Ended June 30,	
 	2015	 	2014	 	2015	 	2014	
Cost of revenue:	 	 	 	 	 	 	 	
Cost of subscription	$	67		 	$	35		 	$	100		 	$	39		
Cost of professional services	450		 	280		 	875		 	420		
Sales and marketing	2,074		 	1,152		 	3,825		 	2,326		
Research and development	730		 	493		 	1,363		 	914		
General and administrative	896		 	980		 	1,923		 	1,794		

CASTLIGHT HEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

	
																
 	Three Months Ended June 30,	 	Six Months Ended June 30,	
 	2015	 	2014	 	2015	 	2014	
Operating activities:	 	 	 	 	 	 	 	
Net loss	$	(21,212	)	 	$	(21,776	)	 	$	(40,855	)	 	$	(46,057	)	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	 	 	
Depreciation	456		 	322		 	910		 	604		
Stock-based compensation	4,217		 	2,940		 	8,086		 	5,493		
Amortization of deferred commissions	802		 	868		 	1,659		 	2,244		
Accretion and amortization of marketable securities	384		 	373		 	827		 	497		
Expense related to warrant	—		 	70		 	—		 	2,499		
Changes in operating assets and liabilities:	 	 	 	 	 	 	 	
Accounts receivable	(560	)	 	(4,077	)	 	49		 	(5,327	)	
Deferred commissions	(1,113	)	 	(1,087	)	 	(1,751	)	 	(1,369	)	
Prepaid expenses and other assets	(1,848	)	 	(596	)	 	(1,818	)	 	(1,677	)	
Accounts payable	(254	)	 	(375	)	 	1,258		 	384		
Accrued expenses and other liabilities	1,234		 	2,173		 	(3,169	)	 	(1,203	)	
Deferred revenue	682		 	1,591		 	4,403		 	8,277		
Net cash used in operating activities	(17,212	)	 	(19,574	)	 	(30,401	)	 	(35,635	)	
Investing activities:	 	 	 	 	 	 	 	
(Increase) decrease in restricted cash	(1,000	)	 	101		 	(1,000	)	 	101		
Investment in related party	(3,125	)	 	—		 	(3,125	)	 	—		
Purchase of property and equipment	(806	)	 	(311	)	 	(1,693	)	 	(967	)	
Purchase of marketable securities	(5,924	)	 	(126,442	)	 	(18,958	)	 	(162,175	)	
Sales of marketable securities	—		 	—		 	5,000		 	13,000		
Maturities of marketable securities	31,373		 	3,000		 	61,553		 	8,000		
Net cash provided by (used in) investing activities	20,518		 	(123,652	)	 	41,777		 	(142,041	)	
Financing activities:	 	 	 	 	 	 	 	
Proceeds from the exercise of stock options	1,186		 	106		 	2,826		 	1,628		
Payments of deferred financing costs	—		 	(1,679	)	 	(94	)	 	(3,781	)	
Net proceeds from initial public offering	—		 	—		 	—		 	189,943		
Net cash provided by (used in) financing activities	1,186		 	(1,573	)	 	2,732		 	187,790		
 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	4,492		 	(144,799	)	 	14,108		 	10,114		
Cash and cash equivalents at beginning of period	27,041		 	180,067		 	17,425		 	25,154		
Cash and cash equivalents at end of period	$	31,533		 	$	35,268		 	$	31,533		 	$	35,268		

CASTLIGHT HEALTH, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data)
(unaudited)

	
																						
 	 	 	Three Months Ended	 	Six Months Ended	
 	 	 	June 30,	 	March 31,	 	June 30,	 	June 30,	 	June 30,	
 	 	 	2015	 	2015	 	2014	 	2015	 	2014	
Gross profit:	 	 	 	 	 	 	 	 	 	
 	GAAP gross profit subscription	$	14,346		 	$	12,387		 	$	6,661		 	$	26,733		 	$	11,412		
 	  GAAP gross margin subscription	83.0	 %	 	83.1	 %	 	69.6	 %	 	83.1	 %	 	67.0	 %	
 	 	Stock-based compensation expense	67		 	33		 	35		 	100		 	39		
 	 	Amortization of internal-use software	24		 	24		 	—		 	48		 	—		
 	Non-GAAP gross profit subscription	$	14,437		 	$	12,444		 	$	6,696		 	$	26,881		 	$	11,451		
 	  Non-GAAP gross margin subscription	83.6	 %	 	83.5	 %	 	69.9	 %	 	83.5	 %	 	67.2	 %	
 	 	 	 	 	 	 	 	 	 	 	 	
 	GAAP gross loss professional services	$	(4,090	)	 	$	(3,608	)	 	$	(3,545	)	 	$	(7,698	)	 	$	(6,503	)	
 	  GAAP gross loss percentage professional services	(332	)%	 	(345	)%	 	(370	)%	 	(338	)%	 	(348	)%	
 	 	Stock-based compensation expense	450		 	425		 	280		 	875		 	420		
 	Non-GAAP gross loss professional services	$	(3,640	)	 	$	(3,183	)	 	$	(3,265	)	 	$	(6,823	)	 	$	(6,083	)	
 	  Non-GAAP gross loss percentage professional services	(295	)%	 	(305	)%	 	(341	)%	 	(300	)%	 	(325	)%	
 	 	 	 	 	 	 	 	 	 	 	 	
 	GAAP gross profit	$	10,256		 	$	8,779		 	$	3,116		 	$	19,035		 	$	4,909		
 	  GAAP gross margin	55.4	 %	 	55.0	 %	 	29.6	 %	 	55.2	 %	 	26.0	 %	
 	 	Impact of non-GAAP adjustments	541		 	482		 	315		 	1,023		 	459		
 	Non-GAAP gross profit	$	10,797		 	$	9,261		 	$	3,431		 	$	20,058		 	$	5,368		
 	  Non-GAAP gross margin	58.3	 %	 	58.1	 %	 	32.6	 %	 	58.2	 %	 	28.4	 %	
 	 	 	 	 	 	 	 	 	 	 	 	
Operating expense:	 	 	 	 	 	 	 	 	 	
 	GAAP sales and marketing	$	17,641		 	$	16,463		 	$	14,947		 	$	34,104		 	$	31,507		
 	 	Expense related to warrant	—		 	—		 	(70	)	 	—		 	(2,499	)	
 	 	Stock-based compensation expense	(2,074	)	 	(1,751	)	 	(1,152	)	 	(3,825	)	 	(2,326	)	
 	Non-GAAP sales and marketing	$	15,567		 	$	14,712		 	$	13,725		 	$	30,279		 	$	26,682		
 	 	 	 	 	 	 	 	 	 	 	 	
 	GAAP research and development	$	7,391		 	$	6,594		 	$	5,476		 	$	13,985		 	$	11,003		
 	 	Stock-based compensation expense	(730	)	 	(633	)	 	(493	)	 	(1,363	)	 	(914	)	
 	 	Capitalization of internal-use software	513		 	282		 	—		 	795		 	—		
 	Non-GAAP research and development	$	7,174		 	$	6,243		 	$	4,983		 	$	13,417		 	$	10,089		
 	 	 	 	 	 	 	 	 	 	 	 	
 	GAAP general and administrative	$	6,517		 	$	5,463		 	$	4,519		 	$	11,980		 	$	8,529		
 	 	Stock-based compensation expense	(896	)	 	(1,027	)	 	(980	)	 	(1,923	)	 	(1,794	)	
 	Non-GAAP general and administrative	$	5,621		 	$	4,436		 	$	3,539		 	$	10,057		 	$	6,735		
 	 	 	 	 	 	 	 	 	 	 	 	
 	GAAP operating expense	$	31,549		 	$	28,520		 	$	24,942		 	$	60,069		 	$	51,039		
 	 	Impact of non-GAAP adjustments	(3,187	)	 	(3,129	)	 	(2,695	)	 	(6,316	)	 	(7,533	)	
 	Non-GAAP operating expense	$	28,362		 	$	25,391		 	$	22,247		 	$	53,753		 	$	43,506		
 	 	 	 	 	 	 	 	 	 	 	 	
Operating loss:	 	 	 	 	 	 	 	 	 	
 	GAAP operating loss	$	(21,293	)	 	$	(19,741	)	 	$	(21,826	)	 	$	(41,034	)	 	$	(46,130	)	
 	 	Impact of non-GAAP adjustments	3,728		 	3,611		 	3,010		 	7,339		 	7,992		
 	Non-GAAP operating loss	$	(17,565	)	 	$	(16,130	)	 	$	(18,816	)	 	$	(33,695	)	 	$	(38,138	)	
Net loss and net loss per share:	 	 	 	 	 	 	 	 	 	
 	GAAP net loss	$	(21,212	)	 	$	(19,643	)	 	$	(21,776	)	 	$	(40,855	)	 	$	(46,057	)	
 	 	Total pre-tax impact of non-GAAP adjustments	3,728		 	3,611		 	3,010		 	7,339		 	7,992		
 	 	Income tax impact of non-GAAP adjustments	—		 	—		 	—		 	—		 	—		
 	Non-GAAP net loss	$	(17,484	)	 	$	(16,032	)	 	$	(18,766	)	 	$	(33,516	)	 	$	(38,065	)	
 	Basic and Diluted net loss per share	 	 	 	 	 	 	 	 	 	
 	 	GAAP	$	(0.23	)	 	$	(0.21	)	 	$	(0.24	)	 	$	(0.44	)	 	$	(0.86	)	
 	 	Non-GAAP	$	(0.19	)	 	$	(0.17	)	 	$	(0.21	)	 	$	(0.36	)	 	$	(0.71	)	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Shares used in basic and diluted net loss per share computation	93,804		 	91,786		 	89,520		 	92,801		 	53,284		

Investor Contact : 
 Charles Butler 
ir@castlighthealth.com 
415-829-1400
Media Contact : 
 Jim Rivas 
press@castlighthealth.com 
415-515-8780