CASTLIGHT HEALTH, INC., 10-Q filed on 8/5/2015
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 30, 2015
Jul. 31, 2015
Class A [Member]
Jul. 31, 2015
Class B [Member]
Class of Stock [Line Items]
 
 
 
Document Type
10-Q 
 
 
Amendment Flag
false 
 
 
Document Period End Date
Jun. 30, 2015 
 
 
Document Fiscal Year Focus
2015 
 
 
Document Fiscal Period Focus
Q2 
 
 
Trading Symbol
CSLT 
 
 
Entity Registrant Name
CASTLIGHT HEALTH, INC. 
 
 
Entity Central Index Key
0001433714 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Non-accelerated Filer 
 
 
Entity Common Stock, Shares Outstanding
 
54,681,184 
39,635,427 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2015
Dec. 31, 2014
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 
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 (deficit):
 
 
Additional paid-in capital
404,412 
393,397 
Accumulated other comprehensive income
10 
(40)
Accumulated deficit
(258,031)
(217,176)
Total stockholders’ equity (deficit)
146,400 
176,190 
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
196,983 
223,274 
Class A [Member]
 
 
Stockholders’ equity (deficit):
 
 
Common stock value issued
Class B [Member]
 
 
Stockholders’ equity (deficit):
 
 
Common stock value issued
$ 4 
$ 3 
Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 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
2,932 1
2,915 1
5,451 1
5,627 1
Cost of professional services
5,322 1
4,502 1
9,975 1
8,373 1
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
17,641 1
14,947 1
34,104 1
31,507 1
Research and development
7,391 1
5,476 1
13,985 1
11,003 1
General and administrative
6,517 1
4,519 1
11,980 1
8,529 1
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 Class A and B share, basic and diluted
$ (0.23)
$ (0.24)
$ 0 
$ 0 
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
93,804 
89,520 
92,801 
53,284 
Consolidated Statements of Operations Parenthetical (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Cost of subscription [Member]
 
 
 
 
Allocated Share-based Compensation Expense
$ 67 
$ 35 
$ 100 
$ 39 
Cost of professional services [Member]
 
 
 
 
Allocated Share-based Compensation Expense
450 
280 
875 
420 
Sales and marketing [Member]
 
 
 
 
Allocated Share-based Compensation Expense
2,074 
1,152 
3,825 
2,326 
Research and development [Member]
 
 
 
 
Allocated Share-based Compensation Expense
730 
493 
1,363 
914 
General and administrative [Member]
 
 
 
 
Allocated Share-based Compensation Expense
$ 896 
$ 980 
$ 1,923 
$ 1,794 
Consolidated Statements of Comprehensive Loss (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Consolidated Statement of Comprehensive Loss:
 
 
 
 
Net loss
$ (21,212)
$ (21,776)
$ (40,855)
$ (46,057)
Other comprehensive income (loss):
 
 
 
 
Net change in unrealized gain (loss) on available-for-sale marketable securities
(41)
50 
(40)
Reclassification adjustments for net realized gains on available-for-sale marketable securities
Other comprehensive income (loss)
(41)
50 
(40)
Comprehensive loss
$ (21,204)
$ (21,817)
$ (40,805)
$ (46,097)
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Operating activities:
 
 
Net loss
$ (40,855)
$ (46,057)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
Depreciation and amortization
910 
604 
Stock-based compensation
8,086 
5,493 
Amortization of deferred commissions
1,659 
2,244 
Accretion and amortization of marketable securities
827 
497 
Expense related to warrant
2,499 
Changes in operating assets and liabilities:
 
 
Accounts receivable
49 
(5,327)
Deferred commissions
(1,751)
(1,369)
Prepaid expenses and other assets
(1,818)
(1,677)
Accounts payable
1,258 
384 
Accrued expenses and other liabilities
(3,169)
(1,203)
Deferred revenue
4,403 
8,277 
Net cash used in operating activities
(30,401)
(35,635)
Investing activities:
 
 
Restricted cash
(1,000)
101 
Purchase of property and equipment
(1,693)
(967)
Investment in related party
3,125 
Purchase of marketable securities
(18,958)
(162,175)
Sales of marketable securities
5,000 
13,000 
Maturities of marketable securities
61,553 
8,000 
Net cash provided by (used in) investing activities
41,777 
(142,041)
Financing activities:
 
 
Proceeds from the exercise of stock options
2,826 
1,628 
Payments of deferred offering costs
189,943 
Payments of deferred offering costs
(94)
(3,781)
Net cash provided by financing activities
2,732 
187,790 
Net increase in cash and cash equivalents
14,108 
10,114 
Cash and cash equivalents at beginning of period
17,425 
25,154 
Cash and cash equivalents at end of period
$ 31,533 
$ 35,268 
Organization and Description of Business
Organization and Description of Business
Organization and Description of Business
Description of Business
Castlight Health, Inc. ("Castlight") is a pioneer in a new category of cloud-based software that enables enterprises to understand and manage health care spending as a strategic business investment, and help employees and their families make more informed medical decisions based on factors such as cost, quality and patient experience. Our Enterprise Healthcare Management solutions allow our customers to conquer the complexity of the existing health care system by providing personalized, actionable information to their employees, implementing technology-enabled benefit designs and integrating disparate systems and applications. Our comprehensive technology offering aggregates complex, large-scale data and applies sophisticated analytics to make health care data transparent and useful. We were incorporated in the State of Delaware in January 2008. Our 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, 2014 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 our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires us 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 our services, certain assumptions used in the valuation of our equity awards, 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 our consolidated financial position and results of operations.
Recently Issued and Adopted Accounting Pronouncements
    
In April 2015, the Financial Accounting Standards Board (FASB) issued new accounting guidance Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. This 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 guidance will be effective for us beginning January 1, 2016. Early adoption is permitted. We have elected not to early adopt. The adoption of this guidance is not expected to have a material impact on our condensed consolidated financial statements.
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. The standard 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. The guidance will be effective for us beginning January 1, 2018. Early adoption is not permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.
Marketable Securities
Marketable Securities
Marketable Securities
At June 30, 2015 and December 31, 2014, respectively, marketable securities consisted of the following (in thousands):
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
June 30, 2015
 
 
 
 
 
 
 
U.S. agency obligations
$
145,414

 
$
16

 
$
(5
)
 
$
145,425

Money market mutual funds
8,015

 

 

 
8,015

 
153,429

 
16

 
(5
)
 
153,440

Included in cash and cash equivalents
20,535

 

 

 
20,535

Included in marketable securities
$
132,894

 
$
16

 
$
(5
)
 
$
132,905


 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
December 31, 2014
 
 
 
 
 
 
 
U.S. agency obligations
$
177,297

 
$
4

 
$
(44
)
 
$
177,257

U.S. treasury securities
5,580

 
1

 

 
5,581

Money market mutual funds
1,919

 

 

 
1,919

 
184,796

 
5

 
(44
)
 
184,757

Included in cash and cash equivalents
3,480

 

 

 
3,480

Included in marketable securities
$
175,093

 
$
5

 
$
(41
)
 
$
175,057

Included in marketable securities, noncurrent
$
6,223

 
$

 
$
(3
)
 
$
6,220

Fair Value Measurements
Fair Value Measurements
Fair Value Measurements
We measure our financial assets and liabilities at fair value at each reporting period using a fair value hierarchy that requires that we 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. We have no financial assets or liabilities measured using Level 3 inputs. There were no significant transfers between Levels 1 and 2 assets as of June 30, 2015 and December 31, 2014. The following tables present information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands):
 
 
Level 1
 
Level 2
 
Total
June 30, 2015
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
8,015

 

 
8,015

U.S. agency obligations

 
12,520

 
12,520

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
132,905

 
132,905

 
$
8,015

 
$
145,425

 
$
153,440

 
 
Level 1
 
Level 2
 
Total
December 31, 2014
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
$
1,919

 
$

 
$
1,919

U.S. agency obligations

 
1,561

 
1,561

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
175,696

 
175,696

U.S. treasury securities

 
5,581

 
5,581

 
$
1,919


$
182,838


$
184,757


Gross unrealized gains and losses for cash equivalents and marketable securities as of June 30, 2015 and December 31, 2014 were not material. We do not believe the unrealized losses represent other-than-temporary impairments based on our evaluation of available evidence as of June 30, 2015.
There were no realized gains or losses during the three months ended June 30, 2015. All of our marketable securities at June 30, 2015 mature within one year. As of December 31, 2014 those securities with maturities greater than one year are reflected in the noncurrent portion of our 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
 
June 30, 2015
 
December 31, 2014
Leasehold improvements
$
1,058

 
$
1,058

Computer equipment
3,641

 
3,247

Software
874

 
874

Capitalization of internal-use software
1,155

 
291

Furniture and equipment
301

 
301

Construction in process
537

 

Total
7,566

 
5,771

Accumulated depreciation
(3,051
)
 
(2,141
)
Property and equipment, net
$
4,515

 
$
3,630


Depreciation and amortization expense for the three months ended June 30, 2015 and 2014, was $0.5 million and $0.3 million, respectively, and $0.9 million and $0.6 million for the six months ended June 30, 2015 and 2014, respectively. Depreciation is 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, we 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 a $3.1 million preferred stock investment in Lyra. Lyra is considered a related party to us because two of Lyra’s co-founders serve on our board of directors, and Castlight's Chief Executive Officer, serves on Lyra's board. An independent committee of Castlight's board of directors, comprising of directors with no involvement in any external behavioral health business initiatives, approved the strategic alliance with and investment in Lyra.
Lyra Health was founded in 2015 to work with employers, health plans, and providers to improve behavioral health outcomes and plans to offer a complementary behavioral health service that combines technology with active care management to improve patient outcomes. As part of the strategic alliance Lyra's product will be integrated with Castlight Elevate for those customers who purchase the integrated solution. Castlight Elevate is an extension of the Castlight enterprise healthcare management platform which enables employees to research behavioral health services, make educated treatment choices, and commence care.
We have evaluated these transactions, including their related party aspects, and have determined that Lyra is a variable interest entity (“VIE”) for Castlight. In determining that we are not the VIE's primary beneficiary, we 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 our involvement; and the obligation or likelihood for us to provide incremental financial support. Based on our evaluation, we determined that Castlight and our related parties collectively have power and benefits of the operations of  VIE but that we are not the party most closely associated to the VIE. Accordingly, we are not required to consolidate the operations of the VIE. Our maximum exposure to loss as a result of our involvement with this unconsolidated VIE is limited to our investment of $3.1 million and we are 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 our condensed consolidated financial statements. We have not estimated the fair value of our 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. We will assess our investment for impairment on a quarterly basis or based on facts or circumstances that may require us to reassess the fair value of our investment.
Deferred Revenue
Deferred Revenue
Deferred Revenue
Deferred revenue consisted of the following (in thousands):
 
As of
 
June 30, 2015
 
December 31, 2014
Subscription
$
17,373

 
$
14,826

Professional services—implementation
3,622

 
2,974

Professional services—communications
3,130

 
2,908

Total current
24,125

 
20,708

Subscription
2,090

 
1,950

Professional services—implementation
4,816

 
4,327

Professional services—communications
732

 
375

Total noncurrent
7,638

 
6,652

Total
$
31,763

 
$
27,360

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 us, certain of our current and former directors, executive officers, significant stockholders and underwriters associated with our IPO. The lawsuits, which were consolidated on July 22, 2015, were brought by purported stockholders of our company seeking to represent a class consisting of all those who purchased our stock pursuant and/or traceable to the Registration Statement and Prospectus issued in connection with our IPO. The lawsuits assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and seek unspecified damages and other relief. We believe that the claims are without merit and intend to defend the lawsuits vigorously.
From time to time, we may become subject to other legal proceedings, claims or litigation arising in the ordinary course of business. In addition, we may receive letters alleging infringement of patents or other intellectual property rights. We do not believe that any liability from any reasonably foreseeable disposition of these legal actions and claims, individually or in the aggregate, would have a material effect on our business, operating results, cash flows or financial condition. The lawsuits described above are still in their early stages and the final outcome, including our liability, if any, with respect to the claims in the lawsuits, are uncertain. If an unfavorable outcome were to occur in the litigation, the impact could be material to our business, financial condition, cash flow or results of operations, depending on the specific circumstances of the outcome. We cannot make a reasonable estimate of the potential loss or range of loss, if any, arising from these matters. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. If we determine that a loss is reasonably possible and can reasonably estimate the range of the loss, then we disclose the range of the loss.
    
Leases and Contractual Obligations

We lease office space under noncancelable operating leases in San Francisco, California. On May 21, 2015, we entered into a new office space lease in San Francisco, California, in order to expand our office facilities. The lease extends to June 30, 2021, with a five year renewal option. The total rent obligation under the lease is $12.8 million. There were no other material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. Please see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report on Form 10-K for a description of our contractual obligations.
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit)
Stockholders’ Equity
Common Stock
As of June 30, 2015, we had 54,678,735 shares of Class A common stock and 39,574,120 shares of Class B common stock outstanding.
Stock Options Activity
A summary of stock option activity for the six months ended June 30, 2015 is as follows (in thousands, except share and per share amounts): 
 
Options
Outstanding
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
Balance at December 31, 2014
16,392,539

 
$
4.40

 
$
128,541

Stock option grants
491,900

 
$
8.95

 
 
Stock options exercised
(3,107,786
)
 
$
1.02

 
 
Stock options canceled
(1,766,650
)
 
$
6.80

 
 
Balance at June 30, 2015
12,010,003

 
$
5.11

 
$
53,906


The total grant-date fair value of stock options granted during the six months ended June 30, 2015 and 2014 was $2.3 million and $28.4 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:
 
Six Months Ended June 30,
 
2015
 
2014
Volatility
53%
 
60%
Expected life (in years)
6.17
 
5.0-6.2
Risk-free interest rate
1.38%-1.91%
 
1.53%-1.99%
Dividend yield
—%
 
—%

As of June 30, 2015, we had $27.7 million in unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted-average period of approximately 2.8 years.

Restricted Stock Units

A summary of restricted stock unit activity for the six months ended June 30, 2015 is as follows :
 
Number of
Shares
Outstanding
 
Weighted-
Average
Grant Date Fair Value
Balance at December 31, 2014
1,398,893

 
$
11.06

Restricted Stock Units granted
3,318,000

 
$
8.73

Restricted Stock Units vested

 
$

Restricted Stock Units forfeited
(316,900
)
 
$
10.26

Balance at June 30, 2015
4,399,993

 
$
9.36


As of June 30, 2015, there was a total of $38.3 million in unrecognized compensation cost related to restricted stock units, which is expected to be recognized over a weighted-average period of approximately 3.6 years.
In June 2015, we awarded performance stock units (PSUs) to certain employees. The number of shares that will eventually vest depends on achievement of performance targets for 2015, as determined by the compensation committee of our board of directors, and may range from 0 percent to 150 percent of the targeted award amount. The PSUs will vest over the period of two years in quarterly installments subject to recipients' continued service through the vesting date of November 15, 2017 in order to earn the shares. The compensation expense associated with the PSUs is expensed using the accelerated method.
Income Taxes
Income Taxes
Income Taxes
The effective tax rate for the three and six months ended June 30, 2015 and 2014 was zero percent, primarily as a result of the estimated tax loss for the year and the change in valuation allowance.
There were no material changes to unrecognized tax benefits in the three and six months ended June 30, 2015, and we do not anticipate that unrecognized tax benefits will significantly increase or decrease in the next 12 months. At June 30, 2015, 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 our common stock (in thousands, except per share data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
Net loss
$
(13,086
)
 
$
(8,126
)
 
$
(18,671
)
 
$
(3,105
)
 
$
(25,658
)
 
$
(15,197
)
 
$
(43,850
)
 
$
(2,207
)
Weighted-average shares used to compute basic and diluted net loss per share
57,870

 
35,934

 
76,755

 
12,765

 
58,282

 
34,519

 
50,731

 
2,553

Basic and diluted net loss per share
$
(0.23
)
 
$
(0.23
)
 
$
(0.24
)
 
$
(0.24
)
 
$
(0.44
)
 
$
(0.44
)
 
$
(0.86
)
 
$
(0.86
)

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 June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Stock options and restricted common stock
16,410

 
17,908

 
16,410

 
17,908

Warrants
115

 
115

 
115

 
115

Total
16,525

 
18,023

 
16,525

 
18,023

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, 2014 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 our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K that have had a material impact on our condensed consolidated financial statements and related notes.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with GAAP requires us 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 our services, certain assumptions used in the valuation of our equity awards, 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 our consolidated financial position and results of operations.
Recently Issued and Adopted Accounting Pronouncements
    
In April 2015, the Financial Accounting Standards Board (FASB) issued new accounting guidance Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. This 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 guidance will be effective for us beginning January 1, 2016. Early adoption is permitted. We have elected not to early adopt. The adoption of this guidance is not expected to have a material impact on our condensed consolidated financial statements.
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09 regarding ASC Topic 606, Revenue from Contracts with Customers. The standard 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. The guidance will be effective for us beginning January 1, 2018. Early adoption is not permitted. We are evaluating the accounting, transition and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption.
Marketable Securities (Tables)
Available-for-sale Securities
At June 30, 2015 and December 31, 2014, respectively, marketable securities consisted of the following (in thousands):
 
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
June 30, 2015
 
 
 
 
 
 
 
U.S. agency obligations
$
145,414

 
$
16

 
$
(5
)
 
$
145,425

Money market mutual funds
8,015

 

 

 
8,015

 
153,429

 
16

 
(5
)
 
153,440

Included in cash and cash equivalents
20,535

 

 

 
20,535

Included in marketable securities
$
132,894

 
$
16

 
$
(5
)
 
$
132,905


 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
December 31, 2014
 
 
 
 
 
 
 
U.S. agency obligations
$
177,297

 
$
4

 
$
(44
)
 
$
177,257

U.S. treasury securities
5,580

 
1

 

 
5,581

Money market mutual funds
1,919

 

 

 
1,919

 
184,796

 
5

 
(44
)
 
184,757

Included in cash and cash equivalents
3,480

 

 

 
3,480

Included in marketable securities
$
175,093

 
$
5

 
$
(41
)
 
$
175,057

Included in marketable securities, noncurrent
$
6,223

 
$

 
$
(3
)
 
$
6,220

Fair Value Measurements (Tables)
Fair Value, Assets Measured on Recurring Basis
The following tables present information about our assets that are measured at fair value on a recurring basis using the above input categories (in thousands):
 
 
Level 1
 
Level 2
 
Total
June 30, 2015
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
8,015

 

 
8,015

U.S. agency obligations

 
12,520

 
12,520

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
132,905

 
132,905

 
$
8,015

 
$
145,425

 
$
153,440

 
 
Level 1
 
Level 2
 
Total
December 31, 2014
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
Money market mutual funds
$
1,919

 
$

 
$
1,919

U.S. agency obligations

 
1,561

 
1,561

Marketable securities:
 
 
 
 
 
U.S. agency obligations

 
175,696

 
175,696

U.S. treasury securities

 
5,581

 
5,581

 
$
1,919


$
182,838


$
184,757

Property and equipment, net (Tables)
Property, Plant and Equipment
Property and equipment consisted of the following (in thousands):
 
As of
 
June 30, 2015
 
December 31, 2014
Leasehold improvements
$
1,058

 
$
1,058

Computer equipment
3,641

 
3,247

Software
874

 
874

Capitalization of internal-use software
1,155

 
291

Furniture and equipment
301

 
301

Construction in process
537

 

Total
7,566

 
5,771

Accumulated depreciation
(3,051
)
 
(2,141
)
Property and equipment, net
$
4,515

 
$
3,630

Deferred Revenue (Tables)
Deferred Revenue, by Arrangement, Disclosure
Deferred revenue consisted of the following (in thousands):
 
As of
 
June 30, 2015
 
December 31, 2014
Subscription
$
17,373

 
$
14,826

Professional services—implementation
3,622

 
2,974

Professional services—communications
3,130

 
2,908

Total current
24,125

 
20,708

Subscription
2,090

 
1,950

Professional services—implementation
4,816

 
4,327

Professional services—communications
732

 
375

Total noncurrent
7,638

 
6,652

Total
$
31,763

 
$
27,360

Stockholders' Equity (Deficit) (Tables)
A summary of restricted stock unit activity for the six months ended June 30, 2015 is as follows :
 
Number of
Shares
Outstanding
 
Weighted-
Average
Grant Date Fair Value
Balance at December 31, 2014
1,398,893

 
$
11.06

Restricted Stock Units granted
3,318,000

 
$
8.73

Restricted Stock Units vested

 
$

Restricted Stock Units forfeited
(316,900
)
 
$
10.26

Balance at June 30, 2015
4,399,993

 
$
9.36

A summary of stock option activity for the six months ended June 30, 2015 is as follows (in thousands, except share and per share amounts): 
 
Options
Outstanding
 
Weighted-
Average
Exercise
Price
 
Aggregate
Intrinsic
Value
Balance at December 31, 2014
16,392,539

 
$
4.40

 
$
128,541

Stock option grants
491,900

 
$
8.95

 
 
Stock options exercised
(3,107,786
)
 
$
1.02

 
 
Stock options canceled
(1,766,650
)
 
$
6.80

 
 
Balance at June 30, 2015
12,010,003

 
$
5.11

 
$
53,906

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:
 
Six Months Ended June 30,
 
2015
 
2014
Volatility
53%
 
60%
Expected life (in years)
6.17
 
5.0-6.2
Risk-free interest rate
1.38%-1.91%
 
1.53%-1.99%
Dividend yield
—%
 
—%
Net Loss per Share (Tables)
The following table presents the calculation of basic and diluted net loss per share for our common stock (in thousands, except per share data):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
 
Class A
 
Class B
Net loss
$
(13,086
)
 
$
(8,126
)
 
$
(18,671
)
 
$
(3,105
)
 
$
(25,658
)
 
$
(15,197
)
 
$
(43,850
)
 
$
(2,207
)
Weighted-average shares used to compute basic and diluted net loss per share
57,870

 
35,934

 
76,755

 
12,765

 
58,282

 
34,519

 
50,731

 
2,553

Basic and diluted net loss per share
$
(0.23
)
 
$
(0.23
)
 
$
(0.24
)
 
$
(0.24
)
 
$
(0.44
)
 
$
(0.44
)
 
$
(0.86
)
 
$
(0.86
)
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 June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Stock options and restricted common stock
16,410

 
17,908

 
16,410

 
17,908

Warrants
115

 
115

 
115

 
115

Total
16,525

 
18,023

 
16,525

 
18,023

Marketable Securities (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2015
Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
$ 153,429 
$ 184,796 
Unrealized Gains
16 
Unrealized Losses
(5)
(44)
Fair Value
153,440 
184,757 
Included in cash and cash equivalents [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
20,535 
3,480 
Unrealized Gains
Unrealized Losses
Fair Value
20,535 
3,480 
Included in marketable securities [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
132,894 
175,093 
Unrealized Gains
16 
Unrealized Losses
(5)
(41)
Fair Value
132,905 
175,057 
Included in marketable securities, noncurrent [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
 
6,223 
Unrealized Gains
 
Unrealized Losses
 
(3)
Fair Value
 
6,220 
U.S. agency obligations [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
145,414 
177,297 
Unrealized Gains
16 
Unrealized Losses
(5)
(44)
Fair Value
145,425 
177,257 
U.S. treasury securities [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
 
5,580 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
 
5,581 
Money market mutual funds [Member]
 
 
Schedule of Available-for-sale Securities [Line Items]
 
 
Amortized Cost
8,015 
1,919 
Unrealized Gains
Unrealized Losses
Fair Value
$ 8,015 
$ 1,919 
Fair Value Measurements (Details) (USD $)
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2015
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
Jun. 30, 2015
Dec. 31, 2014
Marketable securities:
 
 
Marketable securities
$ 153,440 
$ 184,757 
Money market mutual funds [Member]
 
 
Marketable securities:
 
 
Marketable securities
8,015 
1,919 
U.S. agency obligations [Member]
 
 
Marketable securities:
 
 
Marketable securities
145,425 
177,257 
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
 
5,581 
Fair Value, Measurements, Recurring
 
 
Marketable securities:
 
 
Assets, Fair Value Disclosure
153,440 
184,757 
Fair Value, Measurements, Recurring |
Money market mutual funds [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
8,015 
1,919 
Fair Value, Measurements, Recurring |
U.S. agency obligations [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
12,520 
1,561 
Marketable securities:
 
 
Marketable securities
132,905 
175,696 
Fair Value, Measurements, Recurring |
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
 
5,581 
Fair Value, Measurements, Recurring |
Level 1 [Member]
 
 
Marketable securities:
 
 
Assets, Fair Value Disclosure
8,015 
1,919 
Fair Value, Measurements, Recurring |
Level 1 [Member] |
Money market mutual funds [Member]
 
 
Cash equivalents:
 
 
Cash equivalents
 
1,919 
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
145,425 
182,838 
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
12,520 
1,561 
Marketable securities:
 
 
Marketable securities
132,905 
175,696 
Fair Value, Measurements, Recurring |
Level 2 [Member] |
U.S. treasury securities [Member]
 
 
Marketable securities:
 
 
Marketable securities
 
$ 5,581 
Property and equipment, net (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Property, Plant and Equipment [Abstract]
 
 
 
 
Depreciation Expense
$ 0.5 
$ 0.3 
$ 0.9 
$ 0.6 
Property and equipment, net - Schedule of Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2015
Dec. 31, 2014
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
$ 7,566 
$ 5,771 
Capitalization of internal-use software
1,155 
291 
Accumulated depreciation
(3,051)
(2,141)
Property and equipment, net
4,515 
3,630 
Leasehold Improvements [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
1,058 
1,058 
Computer Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
3,641 
3,247 
Software [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
874 
874 
Furniture and Equipment [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
301 
301 
Asset under Construction [Member]
 
 
Property, Plant and Equipment [Line Items]
 
 
Property and Equipment
$ 537 
$ 0 
Related Party Transactions (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended 3 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Lyra Health [Member]
Related Party Transaction [Line Items]
 
 
 
Payments to acquire interest in related party
$ 3,125 
$ 0 
$ 3,100 
Deferred Revenue - Components of Deferred Revenue (Details) (USD $)
In Thousands, unless otherwise specified
Jun. 30, 2015
Dec. 31, 2014
Deferred Revenue Arrangement [Line Items]
 
 
Total current
$ 24,125 
$ 20,708 
Total noncurrent
7,638 
6,652 
Total
31,763 
27,360 
Subscription [Member]
 
 
Deferred Revenue Arrangement [Line Items]
 
 
Total current
17,373 
14,826 
Total noncurrent
2,090 
1,950 
Professional Services - Implementation [Member]
 
 
Deferred Revenue Arrangement [Line Items]
 
 
Total current
3,622 
2,974 
Total noncurrent
4,816 
4,327 
Professional Services - Communications [Member]
 
 
Deferred Revenue Arrangement [Line Items]
 
 
Total current
3,130 
2,908 
Total noncurrent
$ 732 
$ 375 
Commitments and Contingencies Commitments and Contingencies (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
 
Operating leases, renewal term
5 years 
Future minimum payments due
$ 12.8 
Stockholders' Equity (Deficit) - Summary of Stock by Class (Details)
Jun. 30, 2015
Class A [Member]
 
Class of Stock [Line Items]
 
Common Stock, Shares, Issued
54,678,735 
Class B [Member]
 
Class of Stock [Line Items]
 
Common Stock, Shares, Issued
39,574,120 
Stockholders' Equity (Deficit) - Summary of Stock Option Activity (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
6 Months Ended
Jun. 30, 2015
Options Outstanding
 
Beginning Balance
16,392,539,000 
Stock option grants
491,900,000 
Stock options exercised
(3,107,786,000)
Stock options canceled
(1,766,650,000)
Ending Balance
12,010,003,000 
Weighted- Average Exercise Price
 
Beginning Balance
$ 5.11 
Stock option grants
$ 8.95 
Stock options exercised
$ 1.02 
Stock options canceled
$ 6.80 
Ending Balance
$ 4.40 
Aggregate Intrinsic Value
 
Beginning Balance
$ 128,541 
Ending Balance
$ 53,906 
Stockholders' Equity (Deficit) - Stock Options Activity and Stock-based Compensation (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Equity and Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
 
 
Stock Granted, Value, Share-based Compensation, Gross
$ 2.3 
$ 28.4 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options
$ 27.7 
 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
2 years 9 months 18 days 
 
Stockholders' Equity (Deficit) - Summary of Restricted Stock Unit Activity (Details) (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2015
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 9 months 18 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, 2014
 
1,398,893 
Restricted Stock Units granted (1)
3,318,000 
 
Restricted Stock Units vested
 
Restricted Stock Units forfeited
(316,900)
 
Balance at June 30, 2015
4,399,993 
4,399,993 
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, 2014
 
$ 11.06 
Restricted Stock Units granted (1)
$ 8.73 
 
Restricted Stock Units vested
$ 0.00 
 
Restricted Stock Units forfeited
$ 10.26 
 
Balance at June 30, 2015
$ 9.36 
$ 9.36 
Unrecognized compensation cost
$ 38.3 
$ 38.3 
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition
 
3 years 7 months 17 days 
Income Taxes (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
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 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Table] [Line Items]
 
 
 
 
Net loss
$ (21,212)
$ (21,776)
$ (40,855)
$ (46,057)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
93,804 
89,520 
92,801 
53,284 
Basic and diluted net loss per share (in usd per share)
$ (0.23)
$ (0.24)
$ 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
(13,086)
(18,671)
(25,658)
(43,850)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
57,870 
76,755 
58,282 
50,731 
Basic and diluted net loss per share (in usd per share)
$ (0.23)
$ (0.24)
$ (0.44)
$ (0.86)
Class B [Member]
 
 
 
 
Schedule of Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Table] [Line Items]
 
 
 
 
Net loss
$ (8,126)
$ (3,105)
$ (15,197)
$ (2,207)
Weighted-average shares used to compute basic and diluted net loss per Class A and B share
35,934 
12,765 
34,519 
2,553 
Basic and diluted net loss per share (in usd per share)
$ (0.23)
$ (0.24)
$ (0.44)
$ (0.86)
Net Loss per Share - Summary of Antidilutive Securities (Details) (Class A [Member])
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 30, 2015
Jun. 30, 2014
Jun. 30, 2015
Jun. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
16,525 
18,023 
16,525 
18,023 
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
16,410 
17,908 
16,410 
17,908 
Warrants [Member]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
 
 
 
 
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
115 
115 
115 
115