Document
 
 
 

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
 
Date of Report (date of earliest event reported)
August 1, 2018
___________________________________
PLURALSIGHT, INC.
(Exact name of registrant as specified in its charter)
___________________________________
 
 
 
 
 
 
 
 
Delaware
(State or other jurisdiction of incorporation or organization)
001-38498
(Commission File Number)
82-3605465
(I.R.S. Employer Identification Number)
182 North Union Avenue
 Farmington, Utah 84025
(Address of principal executive offices and zip code)
(801) 784-9007 
(Registrant's telephone number, including area code)
___________________________________
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ý
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 
 
 



Item 2.02 Results of Operations and Financial Condition.

On August 1, 2018, Pluralsight, Inc. (“Pluralsight”) issued a press release announcing its financial results for the quarter ended June 30, 2018. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference.

The information contained in this Item 2.02 and Item 9.01 in this Form 8-K, including the accompanying Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 
 
Exhibit No.
Description of Exhibit
99.1






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
Pluralsight, Inc.
 
 
 
August 1, 2018
/s/
James Budge
 
 
James Budge
 
 
Chief Financial Officer



Exhibit

Pluralsight Announces Second Quarter 2018 Results

Billings grew 42 percent period over period to $65.3 million in Q2 2018
Revenue grew 38 percent period over period to $53.6 million in Q2 2018

Silicon Slopes, Utah  August 1, 2018 — Pluralsight, the enterprise technology learning company, today announced financial results for the second quarter ended June 30, 2018.
“We completed our IPO process early in the quarter and went on to deliver strong topline growth, as well as year over year improvement in operating performance,” said Aaron Skonnard, co-founder and CEO of Pluralsight. “We continue to disrupt the technology skills development market with a platform that enables industry leaders and their teams to keep up with the rapid pace of technology change and deliver key innovations on time and on budget.”
Financial Highlights for the Second Quarter 2018
Billings - Q2 2018 billings were $65.3 million, an increase of 42% period over period. Q2 2018 billings from business customers were $54.6 million, an increase of 52% period over period.
Revenue - Q2 2018 revenue was $53.6 million, an increase of 38% period over period.
Gross margin - Q2 2018 gross margin was 70%, compared to 69% in Q2 2017. Q2 2018 non-GAAP gross margin was 76%, compared to 74% in Q2 2017.
Adjusted pro forma net loss per share - Adjusted pro forma net loss per share for Q2 2018 was $0.21, compared to $0.29 in Q2 2017.
Cash Flows - Cash used in operations was $5.8 million, a 35% improvement over cash used in operations in Q2 2017. Free cash flow improved by $1.7 million in Q2 2018 compared to Q2 2017.
Cash - Cash and cash equivalents were $213.6 million as of June 30, 2018.
For information regarding the non-GAAP financial measures discussed in this press release, please see the section titled “Non-GAAP Financial Measures.” Reconciliations between GAAP and non-GAAP financial measures are provided in the tables of this press release. GAAP net loss per share is excluded above as it is only presented for the period following the initial public offering and is not indicative of the results for the entire quarter.
Financial Outlook
Pluralsight is providing the following financial guidance for the third quarter and full year 2018:
Third Quarter 2018 guidance:
Revenue is expected to be in the range of $57 million to $58 million.
Adjusted pro forma net loss per share is expected to be in the range of $0.14 to $0.13, assuming weighted average shares outstanding of approximately 130.9 million.



Full Year guidance:
Revenue is expected to be in the range of $222 million to $225 million.
Adjusted pro forma net loss per share is expected to be in the range of $0.68 to $0.65, assuming weighted average shares outstanding of approximately 100.5 million.
Guidance for non-GAAP financial measures excludes equity-based compensation, amortization of acquired intangible assets, and loss on debt extinguishment. Pluralsight has not reconciled its expectations as to adjusted pro forma net loss and adjusted pro forma net loss per share to their most directly comparable GAAP measures because certain items cannot be reasonably predicted. Accordingly, a reconciliation for adjusted pro forma net loss and adjusted pro forma net loss per share is not available without unreasonable effort.
Conference Call Information
Pluralsight will host a conference call for analysts and investors to discuss its second quarter 2018 results and outlook for its third quarter and full year 2018 today at 2:30 p.m., Mountain time (4:30 p.m. Eastern time).
Date:
Wednesday, August 1
Time:
2:30 p.m. MT (4:30 p.m. ET)
Webcast:
https://investors.pluralsight.com/
Dial-in number:
(877) 350-6732 or (629) 228-0693, conference ID: 8170746
A live audio webcast of the conference call will also be accessible from the Pluralsight website at investors.pluralsight.com. A telephonic replay of the call will be available three hours after the call, will run for seven days, and may be accessed by dialing (855) 859-2056 or (404) 537-3406 and entering the passcode 8170746.
About Pluralsight
Pluralsight is an enterprise technology learning platform that delivers a unified, end-to-end learning experience for businesses across the globe. Through its subscription service, companies are empowered to move at the speed of technology, increasing proficiency, innovation and efficiency. Founded in 2004, brought online in 2011, and trusted by Fortune 500 companies, Pluralsight provides subscribers with on-demand access to a digital ecosystem of learning tools, including adaptive skill tests, directed learning paths, expert-authored courses, interactive labs and live mentoring.
Pluralsight and the Pluralsight logo are trademarks of Pluralsight, LLC in the United States and in jurisdictions throughout the world.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws that involve risks and uncertainties, including statements regarding our future financial and operating performance, including our financial outlook for the third quarter and the full year 2018. There are a significant number of factors that could cause actual results to differ materially from statements made in this press release, including: the pace of market adoption of cloud-based learning solutions; our ability to expand our course library and develop new platform features; competition; our ability to attract and retain customers; our ability to increase sales of subscriptions to our platform



to customers; our ability to expand our sales and marketing capabilities; and general market, political, economic, and business conditions.
Additional risks and uncertainties that could affect our financial results are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our final prospectus filed with the SEC on May 17, 2018 (File No. 333-224301), which is available on our website at investors.pluralsight.com and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
Key Business Metrics
Billings. Billings represent total revenue plus the change in deferred revenue in the period, as presented in our condensed consolidated statements of cash flows. Billings in any particular period represent amounts invoiced to customers and reflects subscription renewals and upsells to existing customers plus sales to new customers. We use billings to measure our ability to sell subscriptions to our platform to both existing and new customers. We use billings from business customers and our percentage of billings from business customers to measure and monitor our ability to sell subscriptions to our platform to business customers.
Non-GAAP Financial Measures
Pluralsight has provided in this press release financial information that has not been prepared in accordance with generally accepted accounting principles in the United States (GAAP). Pluralsight uses the non-GAAP financial measures of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating loss, adjusted pro forma net loss, adjusted pro forma net loss per share and free cash flow in analyzing its financial results and believes that the use of these metrics is useful to investors as an additional tool to evaluate ongoing operating results and trends and in comparing Pluralsight’s financial results with other companies in its industry, many of which present similar non-GAAP financial measures.
The presentation of these non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. A reconciliation of our historical non-GAAP financial measures to their most directly comparable GAAP measures have been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.
Non-GAAP gross profit. We define non-GAAP gross profit as gross profit plus equity-based compensation and amortization related to acquired intangible assets.
Non-GAAP gross margin. We define non-GAAP gross margin as non-GAAP gross profit divided by our revenue.
Non-GAAP operating loss. We define non-GAAP operating loss as loss from operations plus equity-based compensation and amortization of acquired intangible assets.



Adjusted pro forma net loss and adjusted pro forma net loss per share. We define adjusted pro forma net loss as net loss attributable to common shares adjusted for the accretion of redeemable convertible preferred units and the reallocation of loss attributable to non-controlling interests from the assumed exchange of LLC Units of Pluralsight Holdings for newly issued shares of Class A common stock of Pluralsight, Inc. and further adjusted for non-cash or one-time charges, including equity-based compensation, amortization of acquired intangible assets, and loss on debt extinguishment. We define adjusted pro forma net loss per share as adjusted pro forma net loss divided by the weighted-average shares of Class A common stock outstanding, assuming the full exchange of all outstanding LLC Units of Pluralsight Holdings for newly issued shares of Class A common stock of Pluralsight, Inc.
Free cash flow. We define free cash flow as cash used in operating activities less purchases of property and equipment and purchases of our content library.




PLURALSIGHT, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
(unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Revenue
 
$
53,572

 
$
38,891

 
$
103,216

 
$
76,130

Cost of revenue(1)(2)
 
15,890

 
11,887

 
30,776

 
23,096

Gross profit
 
37,682

 
27,004

 
72,440

 
53,034

Operating expenses(1)(2):
 
 
 
 
 
 
 
 
Sales and marketing
 
38,933

 
23,018

 
68,400

 
40,844

Technology and content
 
16,493

 
11,326

 
29,818

 
21,531

General and administrative
 
19,448

 
9,412

 
30,740

 
15,679

Total operating expenses
 
74,874

 
43,756

 
128,958

 
78,054

Loss from operations
 
(37,192
)
 
(16,752
)
 
(56,518
)
 
(25,020
)
Other (expense) income:
 
 
 
 
 
 
 
 
Interest expense
 
(2,424
)
 
(3,597
)
 
(6,134
)
 
(5,124
)
Loss on debt extinguishment
 
(4,085
)
 
(1,882
)
 
(4,085
)
 
(1,882
)
Other income, net
 
48

 
21

 
35

 
69

Loss before income taxes
 
(43,653
)
 
(22,210
)
 
(66,702
)
 
(31,957
)
Provision for income taxes
 
(143
)
 
(68
)
 
(252
)
 
(126
)
Net loss
 
$
(43,796
)
 
$
(22,278
)
 
$
(66,954
)
 
$
(32,083
)
Less: Net loss attributable to non-controlling interests
 
(12,706
)
 

 
(12,706
)
 

Net loss attributable to Pluralsight, Inc.
 
$
(31,090
)
 
$
(22,278
)
 
$
(54,248
)
 
$
(32,083
)
Less: Accretion of Series A redeemable convertible preferred units
 
(156,750
)
 
(21,175
)
 
(176,275
)
 
(22,825
)
Net loss attributable to common shares
 
$
(187,840
)
 
$
(43,453
)
 
$
(230,523
)
 
$
(54,908
)
Net loss per share, basic and diluted(3)
 
$
(0.19
)
 


 
$
(0.19
)
 


Weighted-average common shares used in computing basic and diluted net loss per share(3)
 
62,252

 


 
62,252

 



(1) Includes equity-based compensation expense as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Cost of revenue
 
$
46

 
$
5

 
$
46

 
$
10

Sales and marketing
 
4,432

 
715

 
4,971

 
1,379

Technology and content
 
2,668

 
526

 
3,049

 
990

General and administrative
 
10,409

 
3,133

 
12,862

 
3,712

Total equity-based compensation
 
$
17,555

 
$
4,379

 
$
20,928

 
$
6,091







PLURALSIGHT, INC.
Condensed Consolidated Statements of Operations (cont.)
(in thousands)
(unaudited)

(2) Includes amortization of acquired intangible assets as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Cost of revenue
 
$
2,961

 
$
1,642

 
$
5,923

 
$
3,284

Sales and marketing
 
194

 
161

 
389

 
322

Technology and content
 
177

 
176

 
353

 
352

General and administrative
 

 
27

 

 
54

Total amortization of acquired intangible assets
 
$
3,332

 
$
2,006

 
$
6,665

 
$
4,012


(3) Represents net loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from May 16, 2018 through June 30, 2018, the period following the reorganization transactions and Pluralsight, Inc.'s initial public offering.
























PLURALSIGHT, INC.
Key Business Metrics and Non-GAAP Financial Measures
(dollars in thousands)
(unaudited)


Key Business Metrics
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Billings
 
$
65,297

 
$
46,029

 
$
120,716

 
$
84,912

Billings from business customers
 
$
54,623

 
$
35,845

 
$
99,875

 
$
65,172

% of billings from business customers
 
84
%
 
78
%
 
83
%
 
77
%

Non-GAAP Financial Measures
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Reconciliation of gross profit to non-GAAP gross profit:
 
 
 
 
 
 
 
 
Gross profit
 
$
37,682

 
$
27,004

 
$
72,440

 
$
53,034

Equity-based compensation
 
46

 
5

 
46

 
10

Amortization of acquired intangible assets
 
2,961

 
1,642

 
5,923

 
3,284

Non-GAAP gross profit
 
$
40,689

 
$
28,651

 
$
78,409

 
$
56,328

Gross margin
 
70
%
 
69
%
 
70
%
 
70
%
Non-GAAP gross margin
 
76
%
 
74
%
 
76
%
 
74
%
 
 
 
 
 
 
 
 
 
Reconciliation of loss from operations to non-GAAP operating loss:
 
 
 
 
 
 
 
 
Loss from operations
 
$
(37,192
)
 
$
(16,752
)
 
$
(56,518
)
 
$
(25,020
)
Equity-based compensation
 
17,555

 
4,379

 
20,928

 
6,091

Amortization of acquired intangible assets
 
3,332

 
2,006

 
6,665

 
4,012

Non-GAAP operating loss
 
$
(16,305
)
 
$
(10,367
)
 
$
(28,925
)
 
$
(14,917
)




















PLURALSIGHT, INC.
Key Business Metrics and Non-GAAP Financial Measures
(in thousands, except per share amounts)
(unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2018
 
2017
 
2018
 
2017
Adjusted pro forma net loss per share
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
 
GAAP net loss attributable to common shares
 
$
(187,840
)
 
$
(43,453
)
 
$
(230,523
)
 
$
(54,908
)
Accretion of Series A redeemable convertible preferred units
 
156,750

 
21,175

 
176,275

 
22,825

Reallocation of net loss attributable to non-controlling interests from the assumed exchange of LLC Units of Pluralsight Holdings for Class A common stock
 
(12,706
)
 

 
(12,706
)
 

Equity-based compensation
 
17,555

 
4,379

 
20,928

 
6,091

Amortization of acquired intangibles
 
3,332

 
2,006

 
6,665

 
4,012

Loss on debt extinguishment
 
4,085

 
1,882

 
4,085

 
1,882

Adjusted pro forma net loss
 
$
(18,824
)
 
$
(14,011
)
 
$
(35,276
)
 
$
(20,098
)
Denominator:
 
 
 
 
 
 
 
 
Adjusted pro forma weighted-average common shares outstanding, basic and diluted(1)
 
89,006

 
47,786

 
68,819

 
47,784

 
 
 
 
 
 
 
 
 
Adjusted pro forma net loss per share
 
$
(0.21
)
 
$
(0.29
)
 
$
(0.51
)
 
$
(0.42
)

Reconciliation of net cash used in operating activities to free cash flow:
 
 
 
 
 
 
 
 
Net cash used in operating activities
 
$
(5,793
)
 
$
(8,904
)
 
$
(16,217
)
 
$
(3,950
)
Less: Purchases of property and equipment
 
(2,706
)
 
(1,457
)
 
(4,574
)
 
(3,025
)
Less: Purchases of content library
 
(735
)
 
(606
)
 
(1,504
)
 
(1,229
)
Free cash flow
 
$
(9,234
)
 
$
(10,967
)
 
$
(22,295
)
 
$
(8,204
)










(1) Reflects the weighted-average shares of Class A common stock outstanding for each period presented, assuming the full exchange of LLC Units of Pluralsight Holdings into shares of Class A common stock.




PLURALSIGHT, INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

 
 
June 30, 2018
 
December 31, 2017
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
213,645

 
$
28,267

Accounts receivable, net
 
36,268

 
38,229

Prepaid expenses and other current assets
 
8,907

 
5,125

Total current assets
 
258,820

 
71,621

Property and equipment, net
 
22,683

 
22,457

Content library, net
 
8,093

 
13,441

Intangible assets, net
 
2,111

 
2,854

Goodwill
 
123,119

 
123,119

Other assets
 
1,396

 
2,928

Total assets
 
$
416,222

 
$
236,420

Liabilities, redeemable convertible preferred units, and stockholders' equity/members’ deficit
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
6,836

 
$
6,029

Accrued expenses
 
24,208

 
26,514

Accrued author fees
 
8,496

 
7,879

Deferred revenue
 
121,978

 
103,107

Total current liabilities
 
161,518

 
143,529

Deferred revenue, net of current portion
 
6,555

 
8,194

Long-term debt
 

 
116,037

Facility financing obligation
 
7,505

 
7,513

Other liabilities
 
779

 
458

Total liabilities
 
176,357

 
275,731

Redeemable convertible preferred units
 

 
405,766

Stockholders' equity/members’ deficit:
 
 
 
 
Preferred stock
 

 

Class A common stock
 
6

 

Class B common stock
 
6

 

Class C common stock
 
1

 

Additional paid-in capital
 
436,177

 

Members’ capital
 

 

Accumulated other comprehensive (loss) income
 
(16
)
 
25

Accumulated deficit
 
(321,704
)
 
(445,102
)
Total stockholders' equity attributable to Pluralsight, Inc./members' deficit
 
114,470

 
(445,077
)
Non-controlling interests
 
125,395

 

Total stockholders' equity/members' deficit
 
239,865

 
(445,077
)
Total liabilities, redeemable convertible preferred units, and stockholders' equity/members’ deficit
 
$
416,222

 
$
236,420









PLURALSIGHT, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

 
 
Six Months Ended June 30,
 
 
2018
 
2017
Operating activities
 
 
 
 
Net loss
 
$
(66,954
)
 
$
(32,083
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
Depreciation of property and equipment
 
4,358

 
2,626

Amortization of acquired intangible assets
 
6,665

 
4,012

Amortization of course creation costs
 
930

 
671

Equity-based compensation
 
20,928

 
6,091

Provision for doubtful accounts
 
358

 
188

Amortization of debt discount and debt issuance costs
 
1,215

 
306

Debt extinguishment costs
 
4,180

 
931

Deferred tax benefit
 
(64
)
 

Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
1,335

 
1,833

Prepaid expenses and other assets
 
(3,858
)
 
(3,215
)
Accounts payable
 
(588
)
 
1,328

Accrued expenses and other liabilities
 
(2,839
)
 
3,641

Accrued author fees
 
617

 
939

Deferred revenue
 
17,500

 
8,782

Net cash used in operating activities
 
(16,217
)
 
(3,950
)
Investing activities
 
 
 
 
Purchases of property and equipment
 
(4,574
)
 
(3,025
)
Purchases of content library
 
(1,504
)
 
(1,229
)
Net cash used in investing activities
 
(6,078
)
 
(4,254
)
Financing activities
 
 
 
 
Proceeds from initial public offering, net of underwriting discounts and commissions
 
332,080

 

Payments of costs related to initial public offering
 
(3,085
)
 

Borrowings of long-term debt
 
20,000

 
115,000

Repayments of long-term debt
 
(137,710
)
 
(85,000
)
Payments of debt extinguishment costs
 
(2,162
)
 

Payments of debt issuance costs
 
(450
)
 
(809
)
Payments to settle equity appreciation rights
 
(325
)
 

Taxes paid related to net share settlement
 
(78
)
 

Proceeds from the issuance of common units
 

 
22

Payments of facility financing obligation
 
(8
)
 
(8
)
Net cash provided by financing activities
 
208,262

 
29,205

Effect of exchange rate change on cash, cash equivalents, and restricted cash
 
(86
)
 
24

Net increase in cash, cash equivalents, and restricted cash
 
185,881

 
21,025

Cash, cash equivalents, and restricted cash, beginning of period
 
28,477

 
19,397

Cash, cash equivalents, and restricted cash, end of period
 
$
214,358

 
$
40,422

 
 
 
 
 
Reconciliation of cash, cash equivalents, and restricted cash:
 
 
 
 
Cash and cash equivalents
 
$
213,645

 
$
40,212

Restricted cash included in other assets
 
713

 
210

Total cash, cash equivalents, and restricted cash
 
$
214,358

 
$
40,422








Investor Relations Contact:
Mark McReynolds
Investor Relations
Pluralsight
801-784-9007
mark-mcreynolds@pluralsight.com

Media Contact:
DJ Anderson
Communications/Press
Pluralsight
801-784-9007
dj@pluralsight.com