Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2018 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Pluralsight, Inc. |
Entity Central Index Key | 1,725,579 |
Document Type | S1 |
Document Period End Date | Dec. 31, 2018 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Small Business | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 194,306 | $ 28,267 |
Accounts receivable, net of allowances of $1,552 and $2,501 as of December 31, 2017 and 2018, respectively | 63,436 | 38,229 |
Prepaid expenses and other current assets | 8,323 | 5,125 |
Total current assets | 266,065 | 71,621 |
Property and equipment, net | 31,641 | 22,457 |
Content library, net | 7,050 | 13,441 |
Intangible assets, net | 1,759 | 2,854 |
Goodwill | 123,119 | 123,119 |
Restricted cash | 16,765 | 210 |
Other assets | 1,064 | 2,718 |
Total assets | 447,463 | 236,420 |
Current liabilities: | ||
Accounts payable | 7,160 | 6,029 |
Accrued expenses | 32,047 | 26,514 |
Accrued author fees | 10,002 | 7,879 |
Deferred revenue | 157,695 | 103,107 |
Total current liabilities | 206,904 | 143,529 |
Deferred revenue, net of current portion | 14,886 | 8,194 |
Long-term debt, less current portion, net | 0 | 116,037 |
Facility financing obligation | 15,777 | 7,513 |
Other liabilities | 1,303 | 458 |
Total liabilities | 238,870 | 275,731 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred units: | ||
Redeemable convertible preferred units, no par value; 48,447,880 units authorized, issued and outstanding as of December 31, 2017 | 0 | 405,766 |
Stockholders’ equity/members’ deficit: | ||
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2018 | 0 | 0 |
Additional paid-in capital | 452,576 | 0 |
Accumulated other comprehensive income (loss) | (41) | 25 |
Accumulated deficit | (351,123) | (445,102) |
Total stockholders’ equity attributable to Pluralsight, Inc./members’ deficit | 101,426 | (445,077) |
Non-controlling interests | 107,167 | 0 |
Total stockholders’ equity/members’ deficit | 208,593 | (445,077) |
Total liabilities, redeemable convertible preferred units, and stockholders’ equity/members’ deficit | 447,463 | 236,420 |
Class A Common Stock | ||
Stockholders’ equity/members’ deficit: | ||
Common stock | 7 | 0 |
Class B Common Stock | ||
Stockholders’ equity/members’ deficit: | ||
Common stock | 6 | 0 |
Class C Common Stock | ||
Stockholders’ equity/members’ deficit: | ||
Common stock | $ 1 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Allowance for doubtful accounts | $ 2,501 | $ 1,552 |
Redeemable convertible preferred units, shares authorized (in shares) | 48,447,880 | |
Redeemable convertible preferred units, shares issued (in shares) | 48,447,880 | |
Redeemable convertible preferred units, shares outstanding (in shares) | 0 | 48,447,880 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized (in shares) | 100,000,000 | |
Preferred stock, shares issued (in shares) | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000 |
Common stock, shares issued (in shares) | 65,191,907 | 1,000 |
Common stock, shares outstanding (in shares) | 65,191,907 | 1,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 200,000,000 | |
Common stock, shares issued (in shares) | 57,490,881 | |
Common stock, shares outstanding (in shares) | 57,490,881 | |
Class C Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 50,000,000 | |
Common stock, shares issued (in shares) | 14,586,173 | |
Common stock, shares outstanding (in shares) | 14,586,173 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 232,029 | $ 166,824 | $ 131,841 |
Cost of revenue | 62,550 | 49,828 | 40,161 |
Gross profit | 169,479 | 116,996 | 91,680 |
Operating expenses: | |||
Sales and marketing | 153,643 | 103,478 | 51,234 |
Technology and content | 65,998 | 49,293 | 36,159 |
General and administrative | 68,351 | 46,971 | 18,130 |
Total operating expenses | 287,992 | 199,742 | 105,523 |
Loss from operations | (118,513) | (82,746) | (13,843) |
Other (expense) income: | |||
Interest expense | (6,826) | (11,665) | (6,320) |
Loss on debt extinguishment | (4,085) | (1,882) | 0 |
Other income, net | 1,504 | 81 | 45 |
Loss before income taxes | (127,920) | (96,212) | (20,118) |
Provision for income taxes | (664) | (324) | (494) |
Net loss | (128,584) | (96,536) | (20,612) |
Less: Net loss attributable to non-controlling interests | (44,917) | 0 | 0 |
Net loss attributable to Pluralsight, Inc. | (83,667) | (96,536) | (20,612) |
Less: Accretion of Series A redeemable convertible preferred units | (176,275) | (63,800) | (6,325) |
Net loss attributable to common shares | $ (259,942) | $ (160,336) | $ (26,937) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (128,584) | $ (96,536) | $ (20,612) |
Other comprehensive (loss) income: | |||
Foreign currency translation (losses) gains, net | (112) | 33 | (7) |
Comprehensive loss | (128,696) | (96,503) | (20,619) |
Less: Comprehensive loss attributable to non-controlling interests | (44,967) | 0 | 0 |
Comprehensive loss attributable to Pluralsight, Inc. | $ (83,729) | $ (96,503) | $ (20,619) |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Units, Members’ Deficit and Stockholders' Equity - USD ($) $ in Thousands | Total | Members’ Capital | Common StockClass A Common Stock | Common StockClass B Common Stock | Common StockClass C Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non-Controlling Interests |
Beginning balance (in shares) at Dec. 31, 2015 | 45,216,286 | ||||||||
Beginning balance at Dec. 31, 2015 | $ 305,294 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Issuance of Series C redeemable convertible preferred units, net of issuance costs (in shares) | 3,231,594 | ||||||||
Issuance of Series C redeemable convertible preferred units, net of issuance costs | $ 30,347 | ||||||||
Accretion of Series A redeemable convertible preferred units | 6,325 | ||||||||
Effect of the Reorganization Transactions and initial public offering: | $ 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2016 | 48,447,880 | ||||||||
Ending balance at Dec. 31, 2016 | $ 341,966 | ||||||||
Beginning balance (in shares) at Dec. 31, 2015 | 47,428,921 | 0 | 0 | 0 | |||||
Beginning balance at Dec. 31, 2015 | (286,134) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (1) | $ (286,133) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Redemption of incentive units | (1,972) | $ (1,972) | |||||||
New issues (in shares) | 353,351 | ||||||||
New issues | 2,082 | $ 2,082 | |||||||
Equity-based compensation | 5,738 | 5,738 | |||||||
Accretion of Series A redeemable convertible preferred units | (6,325) | $ (5,848) | (477) | ||||||
Foreign currency translation losses, net | (7) | (7) | |||||||
Net loss | (20,612) | (20,612) | |||||||
Ending balance (in shares) at Dec. 31, 2016 | 47,782,272 | 0 | 0 | 0 | |||||
Ending balance at Dec. 31, 2016 | (307,230) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (8) | (307,222) | 0 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Accretion of Series A redeemable convertible preferred units | 63,800 | ||||||||
Effect of the Reorganization Transactions and initial public offering: | $ 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2017 | 48,447,880 | ||||||||
Ending balance at Dec. 31, 2017 | $ 405,766 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Redemption of incentive units | (3,724) | $ (3,724) | |||||||
New issues (in shares) | 625,373 | ||||||||
New issues | 4,399 | $ 4,399 | |||||||
Effect of exchanges | 2,074 | 2,074 | |||||||
Equity-based compensation | 19,707 | 19,707 | |||||||
Accretion of Series A redeemable convertible preferred units | (63,800) | $ (22,456) | (41,344) | ||||||
Foreign currency translation losses, net | 33 | 33 | |||||||
Net loss | (96,536) | (96,536) | |||||||
Ending balance (in shares) at Dec. 31, 2017 | 48,407,645 | 0 | 0 | 0 | |||||
Ending balance at Dec. 31, 2017 | (445,077) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 25 | (445,102) | 0 |
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Accretion of Series A redeemable convertible preferred units | 176,275 | ||||||||
Effect of the Reorganization Transactions and initial public offering: | $ (582,041) | ||||||||
Ending balance (in shares) at Dec. 31, 2018 | 0 | ||||||||
Ending balance at Dec. 31, 2018 | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Exercise of common stock options (in shares) | 81,833 | ||||||||
Foreign currency translation losses, net | $ (112) | ||||||||
Ending balance (in shares) at Dec. 31, 2018 | 0 | 65,191,907 | 57,490,881 | 14,586,173 | |||||
Ending balance at Dec. 31, 2018 | $ 208,593 | $ 0 | $ 7 | $ 6 | $ 1 | $ 452,576 | $ (41) | $ (351,123) | $ 107,167 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net loss | $ (128,584,000) | $ (96,536,000) | $ (20,612,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 8,318,000 | 6,675,000 | 4,274,000 |
Amortization of acquired intangible assets | 8,681,000 | 8,526,000 | 8,034,000 |
Amortization of course creation costs | 1,993,000 | 1,462,000 | 1,337,000 |
Equity-based compensation | 54,303,000 | 21,781,000 | 5,738,000 |
Provision for doubtful accounts | 675,000 | 479,000 | 89,000 |
Amortization of debt discount and debt issuance costs | 1,215,000 | 1,847,000 | 469,000 |
Debt extinguishment costs | 4,197,000 | 931,000 | 6,000 |
Deferred tax benefit | (252,000) | (83,000) | 0 |
Other | 161,000 | 63,000 | 0 |
Changes in assets and liabilities, net of effects of acquisition: | |||
Accounts receivable | (26,156,000) | (16,123,000) | (12,862,000) |
Prepaid expenses and other assets | (3,482,000) | (2,796,000) | (701,000) |
Accounts payable | 1,385,000 | 2,561,000 | 677,000 |
Accrued expenses and other liabilities | 7,973,000 | 17,960,000 | 1,290,000 |
Accrued author fees | 2,123,000 | 2,131,000 | 894,000 |
Deferred revenue | 61,554,000 | 38,983,000 | 17,390,000 |
Related party note payable | 0 | 0 | (1,555,000) |
Net cash provided by (used in) operating activities | (5,896,000) | (12,139,000) | 4,468,000 |
Investing activities | |||
Purchases of property and equipment | (8,796,000) | (5,951,000) | (10,142,000) |
Purchases of content library | (3,340,000) | (2,382,000) | (2,253,000) |
Purchases of business, net of cash acquired | 0 | 0 | (649,000) |
Net cash used in investing activities | (12,136,000) | (8,333,000) | (13,044,000) |
Financing activities | |||
Proceeds from initial public offering, net of underwriting discounts and commissions | 332,080,000 | 0 | 0 |
Payments of costs related to initial public offering | (7,083,000) | (307,000) | 0 |
Taxes paid related to net share settlement of equity awards | (16,905,000) | 0 | 0 |
Proceeds from issuance of common stock from employee equity plans | 13,378,000 | 0 | 0 |
Borrowings of long-term debt | 20,000,000 | 115,000,000 | 0 |
Repayments of long-term debt | (137,710,000) | (85,000,000) | (8,125,000) |
Payments of debt extinguishment costs | (2,179,000) | 0 | 0 |
Payments of debt issuance costs | (450,000) | (854,000) | (136,000) |
Payments to settle equity appreciation rights | (325,000) | 0 | 0 |
Proceeds from the issuance of Series C redeemable convertible preferred units, net of issuance costs | 0 | 0 | 30,347,000 |
Proceeds from the issuance of common units, net of issuance costs | 0 | 4,399,000 | 1,986,000 |
Redemption of incentive units | 0 | (3,724,000) | (1,876,000) |
Repayments of related-party note payable | 0 | 0 | (4,782,000) |
Deemed landlord financing proceeds | 0 | 0 | 2,213,000 |
Other | (17,000) | (16,000) | (6,000) |
Net cash provided by financing activities | 200,789,000 | 29,498,000 | 19,621,000 |
Net cash provided by financing activities | (163,000) | 54,000 | (37,000) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 182,594,000 | 9,080,000 | 11,008,000 |
Cash, cash equivalents, and restricted cash, beginning of period | 28,477,000 | 19,397,000 | 8,389,000 |
Cash, cash equivalents, and restricted cash, end of period | 211,071,000 | 28,477,000 | 19,397,000 |
Supplemental cash flow disclosure: | |||
Cash paid for interest | 4,271,000 | 6,858,000 | 5,506,000 |
Cash paid for income taxes, net | 452,000 | 425,000 | 462,000 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Conversion of redeemable convertible preferred units | 582,041,000 | 0 | 0 |
Redeemable convertible preferred unit accretion | 176,275,000 | 63,800,000 | 6,325,000 |
Property acquired under build-to-suit lease agreements | 8,281,000 | 0 | 0 |
Issuance of warrants to purchase shares of Class A common stock | 984,000 | 0 | 0 |
Unpaid capital expenditures | 519,000 | 555,000 | 20,000 |
Equity-based compensation capitalized as internal-use software | 461,000 | 0 | 0 |
Offering costs, accrued but not yet paid | 0 | 1,699,000 | 0 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows: | |||
Cash and cash equivalents | 194,306,000 | 28,267,000 | 19,397,000 |
Restricted cash | 16,765,000 | 210,000 | 0 |
Total cash, cash equivalents, and restricted cash | $ 28,477,000 | $ 19,397,000 | $ 8,389,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Organization and Description of Business Pluralsight, Inc. was incorporated as a Delaware corporation on December 4, 2017 as a holding company for the purpose of facilitating an initial public offering (“IPO”) and other related transactions in order to carry on the business of Pluralsight Holdings, LLC (“Pluralsight Holdings”) and its subsidiaries (together with Pluralsight, Inc., the “Company” or “Pluralsight”). Pluralsight Holdings is a limited liability company (“LLC”) and was organized on August 29, 2014 in the state of Delaware and is the parent company of Pluralsight, LLC, and its directly and indirectly wholly-owned subsidiaries. Pluralsight, LLC was organized on June 17, 2004 in the state of Nevada. Pluralsight operates a cloud-based technology skills platform that provides a broad range of tools for businesses and individuals, including skill and role assessments, a curated library of courses, learning paths, and business analytics. As the sole managing member of Pluralsight Holdings, Pluralsight, Inc. operates and controls all the business operations and affairs of Pluralsight. Initial Public Offering In May 2018, Pluralsight, Inc. completed an IPO, in which it sold 23,805,000 shares of Class A common stock at a public offering price of $15.00 per share for net proceeds of $332.1 million , after deducting underwriters’ discounts and commissions, which Pluralsight, Inc. used to purchase newly-issued common limited liability company units (“LLC Units”) from Pluralsight Holdings. As of December 31, 2018 , the Company has reclassified $7.4 million of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. Reorganization Transactions In connection with the IPO, the Company completed the following transactions (“Reorganization Transactions”): • The amended and restated limited liability company agreement of Pluralsight Holdings (“LLC Agreement”) was amended and restated to, among other things: (i) appoint Pluralsight, Inc. as its sole managing member and (ii) effectuate the conversion of all outstanding redeemable convertible preferred limited liability company units, incentive units, and Class B incentive units into a single class of LLC Units. See Note 9—Stockholders’ Equity for additional details. • Certain members of Pluralsight Holdings that were corporations merged with and into Pluralsight, Inc. and certain members of Pluralsight Holdings contributed certain of their LLC Units to Pluralsight, Inc., in each case in exchange for shares of Class A common stock. • The certificate of incorporation of Pluralsight, Inc. was amended and restated to authorize three classes of common stock, Class A common stock, Class B common stock, Class C common stock, and one class of preferred stock. Class B and Class C common stock were issued on a one -for-one basis to the members of Pluralsight Holdings who retained LLC Units (“Continuing Members”). Class B and Class C common stock have voting rights but no economic rights. See Note 9—Stockholders’ Equity for additional details. As the sole managing member of Pluralsight Holdings, Pluralsight, Inc. has the sole voting interest in Pluralsight Holdings and controls all of the business operations, affairs, and management of Pluralsight Holdings. Accordingly, Pluralsight, Inc. consolidates the financial results of Pluralsight Holdings and reports the non-controlling interests of the Continuing Members’ LLC Units on its consolidated financial statements. As of December 31, 2018 , Pluralsight, Inc. owned 48.6% of Pluralsight Holdings and the non-controlling interests owned the remaining 51.4% of the vested LLC Units of Pluralsight Holdings. As the Reorganization Transactions are considered transactions between entities under common control, the financial statements for periods prior to the IPO and Reorganization Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Reorganization Transactions, Pluralsight, Inc. had no operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of Pluralsight, Inc. and its directly and indirectly wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Pluralsight, Inc. consolidates the financial results of Pluralsight Holdings as a Variable Interest Entity (“VIE”). The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than a voting interest, in accordance with the VIE accounting model. A VIE is an entity in which the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the determination of fair value of equity awards, the fair value of warrants to purchase common stock, useful lives of property and equipment, content library and intangible assets, provisions for doubtful accounts receivable and deferred revenue, accounting for business combinations, and impairment of long-lived and intangible assets, including goodwill, and certain accrued expenses, including author fees. These estimates and assumptions are based on the Company’s historical results and management’s future expectations. Actual results could differ from those estimates. Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. The Company has not experienced any losses on its deposits. The Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. No customer accounted for 10% or more of the net accounts receivable balance for the years ended December 31, 2017 or 2018. For the years ended December 31, 2016, 2017, and 2018 no customer accounted for 10% or more of total revenue. Cash, Cash Equivalents, and Restricted Cash Cash consists of deposits with financial institutions, and cash equivalents consist of money market funds. The Company considers all highly-liquid investments with a maturity at the time of purchase of 90 days or less to be cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or usage are presented as restricted cash on the consolidated balance sheets. Accounts Receivable Accounts receivable represent amounts owed to the Company for subscriptions to the Company’s platform. Accounts receivable balances are recorded at the invoiced amount and are non-interest-bearing. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. Allowances are made based upon a specific review of all significant outstanding invoices. For those invoices not specifically reserved, allowances may be provided based upon a percentage of aged outstanding invoices. In determining these percentages, the Company analyzes its historical collection experience and current economic trends. For invoice amounts that are determined to be uncollectible that have not been recognized as revenue, the Company records an allowance for doubtful accounts and a corresponding allowance for deferred revenue. Included in this allowance for doubtful accounts was $0.5 million , $0.9 million , and $1.2 million as of December 31, 2016, 2017, and 2018, respectively, that was also recorded in the allowance for deferred revenue. The Company writes off accounts receivable balances to the allowance for doubtful accounts when the Company has exhausted collection efforts without success. Accounts receivable balances are considered past due when not paid in accordance with the contractual terms of the related arrangement. The Company does not have any off-balance sheet credit exposure relating to its customers. The following is a roll-forward of the Company’s allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2017 2018 Balance, beginning of period $ 167 $ 708 $ 1,552 Provision for doubtful accounts 89 479 675 Provision for accounts in deferred revenue 842 767 1,510 Accounts written-off, net of recoveries (390 ) (402 ) (1,236 ) Balance, end of period $ 708 $ 1,552 $ 2,501 Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Repairs and maintenance costs are expensed as incurred as repairs and maintenance do not extend the useful life or improve the related assets. Depreciation and amortization, including amortization of leasehold improvements, is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Estimated Useful Life Computer equipment 3-5 years Purchased software 1-5 years Internal-use software 1-3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of remaining lease term or estimated useful life Buildings 27-30 years The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets (or asset group) may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. There was no impairment of property and equipment during the years ended December 31, 2016, 2017, and 2018. Capitalized Software Development Costs The Company capitalizes certain development costs incurred in connection with the development of its platform and software used in operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs of application development are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. The Company capitalized costs of $3.2 million , $3.4 million , and $5.9 million for the years ended December 31, 2016, 2017, and 2018, respectively, which were included in property and equipment. Maintenance and training costs are expensed as incurred. Leases The Company categorizes leases at their inception as either operating or capital leases. On certain of the Company’s lease agreements, the Company may receive tenant improvement allowances, rent holidays, and other incentives. Rent expense is recorded on a straight-line basis over the term of the lease and is included in operating expenses. The difference between rent expense recognized and amounts paid under the lease agreement is recorded as deferred rent and is included in other liabilities on the consolidated balance sheets. For build-to-suit lease arrangements, the Company evaluates the extent of its financial and operational involvement during the construction period to determine whether it is considered the owner of the construction project for accounting purposes. When the Company is considered the owner of a construction project under lease accounting guidance, the Company records the fair value of the building as the building is constructed with a corresponding facility financing obligation. Improvements to the facility during the construction project are capitalized. Lessor-afforded incentives are classified as deemed landlord financing proceeds and are included in the facility financing obligation. During the construction period, the Company estimates and records ground rent expense based on the estimated fair value of the land and an estimated incremental borrowing rate. At the end of the construction period, the Company evaluates whether it remains the owner of the building based on its ongoing involvement in the leased property. If deemed the owner of the facility following construction completion, the Company allocates rent payments to ground rent expense, reductions of the facility financing obligation, and interest expense recognized on the outstanding obligation. To the extent gross future payments do not equal the recorded liability, the liability is settled upon return of the facility to the lessor. Content Library, Intangible Assets, and Goodwill The content library assets have been acquired from the Company’s network of independent authors (course creation costs) and through various business combinations. The Company amortizes the content library and other intangible assets acquired in business combinations on a straight-line basis over their estimated useful lives, which is generally five years . Periodically the Company assesses potential impairment of its long-lived assets, which include the content library and intangible assets. The Company performs an impairment review whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future results of operations, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. When the Company determines that the carrying value of a long-lived asset (or asset group) may not be recoverable based upon the existence of one or more of the above indicators, the Company determines the recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows that the asset is expected to generate and recognizes an impairment charge equal to the amount by which the carrying amount exceeds the fair value of the asset. Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The Company tests goodwill for impairment annually as of October 1, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of its sole reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then the Company performs a quantitative analysis by comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value, an impairment charge is recorded. In assessing the qualitative factors, the Company considers the impact of certain key factors including macroeconomic conditions, industry and market considerations, management turnover, changes in regulation, litigation matters, changes in enterprise value and overall financial performance. As a result of its most recent annual qualitative assessment, the Company concluded that it is more-likely-than-not that the fair value of the Company’s sole reporting unit is greater than its carrying amount. There were no impairments of goodwill or intangible assets, including the content library, during the years ended December 31, 2016, 2017, and 2018. Deferred Offering Costs Deferred offering costs are capitalized, and consist of legal, consulting, banking, and accounting fees directly attributable to the IPO. As of December 31, 2018 , the Company reclassified $7.4 million of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. As of December 31, 2017, the Company had capitalized deferred offering costs of $2.0 million , which were included in other assets within the consolidated balance sheets. No amounts were capitalized as of December 31, 2018. Business Combinations The Company includes the results of operations of the businesses that it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. The determination of the value and useful lives of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital. Revenue Recognition The Company derives substantially all of its revenue from subscription services (which include support services) from providing customers access to its platform. A small portion of the Company’s revenue is derived from providing professional services, which generally consist of content creation or other consulting services. The Company commences revenue recognition when all of the following conditions are met: (i) persuasive evidence of an arrangement exists; (ii) services are provided to the customer; (iii) the amount of fees to be paid by the customer are fixed or determinable; and (iv) collection is reasonably assured. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform and, as a result, are accounted for as service arrangements. Revenue for subscription fees are recognized ratably over the subscription term, which typically varies from one month to three years , and begins on the date access to the platform is made available to the customer. Professional services are generally billed on a fixed-fee basis and are recognized as services are completed, provided the other revenue recognition criteria are met. The Company’s arrangements are generally noncancellable and nonrefundable. Taxes collected from customers are excluded from revenue. For arrangements with multiple deliverables, the Company evaluates whether the individual deliverables qualify as separate units of accounting. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the deliverables must have standalone value upon delivery and, in situations in which a general right of return exists for the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the control of the Company. The Company’s professional services have standalone value because the Company has routinely sold these services separately. The Company’s subscription services have standalone value as the Company routinely sells subscriptions separately. Customers have no general rights of return for delivered items. If the deliverables have stand-alone value upon delivery, the Company accounts for each deliverable separately, and revenue is recognized for the respective deliverables as they are delivered based on the relative selling price, which the Company determines by using the best estimate of selling price, as neither vendor-specific objective evidence nor third-party evidence is available. The Company has determined its best estimate of selling price for its deliverables based on customer size, the size and volume of its transactions, overarching pricing objectives and strategies, market and industry conditions, product-specific factors, historical sales of the deliverables, and discounting practices. Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above, including amounts billed to customers in accordance with the terms of the underlying contracts where the service period has not yet commenced but will commence in the near future. Deferred revenue is released to revenue as the recognition criteria are met. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as non-current deferred revenue. Cost of Revenue Cost of revenue includes certain direct costs associated with delivering the Company’s platform and includes costs for author fees, amortization of the Company’s content library, hosting and delivery fees, merchant processing fees, depreciation of capitalized software development costs for internal-use software, employee-related costs, including equity-based compensation expense associated with the Company’s customer support organization, and third-party transcription costs. Technology and Content Technology costs consist principally of research and development activities including personnel costs, consulting services, and other costs associated with product development efforts. Content costs consist principally of personnel costs and other activities directly related to content acquisition, course production, and curriculum direction. Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software, including software used to upgrade and enhance the Company’s platform and applications supporting its business, which are capitalized and amortized over the estimated useful lives of one to three years . Advertising Costs Advertising costs are expensed as incurred. The Company recorded advertising costs of $12.0 million , $14.5 million , and $12.4 million , for the years ended December 31, 2016, 2017, and 2018, respectively. Equity-Based Compensation The Company incurs equity-based compensation expense primarily from restricted stock units (“RSUs”), stock options, purchase rights issued under the Employee Stock Purchase Plan (“ESPP”), and unvested LLC Units of Pluralsight Holdings. Equity awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. For time-based awards, the fair value of the award on the grant date is expensed on a straight-line basis over the requisite service period of the award. For awards subject to performance conditions, the Company records expense when the performance condition becomes probable. The Company records forfeitures related to equity-based compensation for its awards based on actual forfeitures as they occur. The grant date fair value of RSUs is determined using the market closing price of Pluralsight, Inc.’s Class A common stock on the date of grant. RSUs granted prior to the IPO vest upon the satisfaction of both a service condition and a liquidity condition. The liquidity condition was satisfied by the IPO, following the expiration of the lock-up period, which occurred in November 2018. Awards granted subsequent to the IPO are not subject to the liquidity condition. Prior to the IPO, the Company had not recorded any equity-based compensation expense associated with the RSUs as the liquidity condition was not deemed probable. Following the completion of the IPO, the Company recorded a cumulative adjustment to equity-based compensation expense totaling $7.8 million . The remaining unrecognized equity-based compensation expense related to RSUs will be recognized over the remaining requisite service period, using the straight-line attribution method. In connection with the IPO, the Company granted stock options to purchase shares of Class A common stock to certain employees. Equity-based compensation expense for Class A common stock options granted to employees is recognized based on the fair value of the awards granted, determined using the Black-Scholes option pricing model. Equity-based compensation expense is recognized as expense on a straight-line basis over the requisite service period. Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes option pricing model fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized following the straight-line attribution method over the offering period. The Black-Scholes option pricing model is affected by the share price and a number of assumptions, including the award’s expected life, risk-free interest rate, the expected volatility of the underlying stock, and expected dividends. The assumptions used in the Black Scholes pricing model are estimated as follows: • Fair Value of Common Stock: The Company determines the fair value of common stock as of each grant date using the market closing price of Pluralsight, Inc.’s Class A common stock on the date of grant. • Risk-free Interest Rate: The risk-free interest rate is derived from the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options. • Expected Term: The expected term is estimated using the simplified method due to a lack of historical exercise activity for the Company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the ESPP, the Company uses the period from the beginning of the offering period to the end of each purchase period. • Volatility: The price volatility factor is based on the historical volatilities of comparable companies as the Company does not have sufficient trading history for its common stock. To determine comparable companies, the Company considers public enterprise cloud-based application providers and selects those that are similar in size, stage of life cycle, and financial leverage. The Company will continue to use this process until a sufficient amount of historical information regarding volatility becomes available, or until circumstances change such that the identified companies are no longer relevant, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. • Dividend Yield: The Company has not and does not expect to pay dividends for the foreseeable future. The Company also records equity-based compensation expense when the Company or a holder of an economic interest in the Company purchases shares from an employee for an amount in excess of the fair value of the shares at the time of purchase. The Company recognizes any excess value transferred in these transactions as equity-based compensation expense in the consolidated statement of operations. Non-Controlling Interests The non-controlling interests balance represents the economic interests of LLC Units of Pluralsight Holdings held by Continuing Members, based on the portion of LLC Units owned by Continuing Members. Income or loss is attributed to the non-controlling interests based on the weighted-average LLC Units outstanding during the period, excluding LLC Units that are subject to time-based vesting requirements. As of December 31, 2018 , the non-controlling interests owned 51.4% of the vested LLC Units outstanding. The non-controlling interests’ ownership percentage can fluctuate over time as LLC Units vest and as Continuing Members elect to exchange LLC Units for Class A common stock of Pluralsight, Inc. Foreign Currency The functional currency of the Company’s international subsidiaries is the local currency. For those subsidiaries, expenses denominated in the functional currency are translated into U.S. dollars using average exchange rates in effect during the period, and assets and liabilities are translated using period-end exchange rates. The foreign currency translation adjustments are included in accumulated other comprehensive (loss) income as a component of members’ deficit. Foreign currency transaction gains or losses are recorded in other income, net. Income Taxes As a result of the Reorganization Transactions, Pluralsight, Inc. became the sole managing member of Pluralsight Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Pluralsight Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pluralsight Holdings is passed through to and included in the taxable income or loss of its members, including Pluralsight, Inc. following the Reorganization Transactions, on a pro rata basis. Pluralsight, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of Pluralsight Holdings following the Reorganization Transactions. The Company is also subject to taxes in foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax of its reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying the enacted tax rates expected to be in effect in future years to the differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating losses and tax credit carryforwards. The measurement of deferred tax assets is reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company does not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. A tax benefit is recognized only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. For such positions, the largest benefit that has a greater than 50% likelihood of being realized upon settlement is recognized in the financial statements. Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to Pluralsight, Inc. for the period following the Reorganization Transactions by the weighted-average number of shares of Class A common shares outstanding during the same period after giving effect to weighted-average shares of Class A common stock that remain subject to time-based vesting requirements. Diluted net loss per share is computed giving effect to all potential weighted-average dilutive shares for the period following the Reorganization Transactions including LLC Units held by Continuing Members that are convertible into Class A common stock, stock options, RSUs, warrants to purchase Class A common stock, and shares issuable under the ESPP for the period after the Reorganization Transactions. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company meets the definition of an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in the ASU. The ASU is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. During the first quarter of 2018, the Company adopted the ASU prospectively. The adoption of the ASU had no material effect on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. For public business entities that are SEC filers, the ASU is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. For public business entities that are not SEC filers, the ASU is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. For all other entities, the ASU is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. The Company early adopted this ASU for its annual goodwill impairment test as of October 1, 2018. The adoption had no material effect on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new guidance is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company early adopted this standard as of January 1, 2018. The adoption had no impact on the consolidated financial statements as of the date of adoption or for the year ended December 31, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This update clarifies how certain cash flows should be classified with the objective of reducing the existing diversity in practice. This update is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. Among other provisions, the ASU requires that cash payments for certain debt prepayment or debt extinguishment costs be classified as cash outflows for financing activities. The Company early adopted the standard during the second quarter of 2018. As a result of the adoption, the Company recorded $2.2 million in payments of debt extinguishment costs within financing activities on the consolidated statements of cash flows for the year e |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures and records certain financial assets at fair value on a recurring basis. Fair value is based on the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company’s financial instruments that are measured at fair value on a recurring basis consist of money market funds. The following three levels of inputs are used to measure the fair value of financial instruments: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The fair value of the Company’s financial instruments were as follows (in thousands): As of December 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 25,146 $ — $ — $ 25,146 As of December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 185,405 $ — $ — $ 185,405 Fair Value of Other Financial Instruments The carrying amounts of the Company’s accounts receivable, accounts payable, accrued expenses, and other liabilities approximate their fair values due to the short maturities of these assets and liabilities. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid expenses and other current assets Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2017 2018 Prepaid expenses $ 4,586 $ 7,931 Other current assets 539 392 Prepaid expenses and other current assets $ 5,125 $ 8,323 Property and equipment Property and equipment, net consisted of the following (in thousands): As of December 31, 2017 2018 Computer equipment $ 7,482 $ 9,369 Software 1,982 2,031 Capitalized internal-use software costs 8,631 13,880 Furniture and fixtures 5,234 5,478 Buildings 11,251 11,251 Leasehold improvements 1,324 1,490 Construction in progress 587 1,671 Build-to-suit lease asset under construction — 8,281 Total property and equipment 36,491 53,451 Less: Accumulated depreciation (14,034 ) (21,810 ) Property and equipment, net $ 22,457 $ 31,641 Depreciation expense for property and equipment totaled $4.3 million , $6.7 million , and $8.3 million for the years ended December 31, 2016, 2017, and 2018, respectively. In August 2018, the Company entered into lease agreements for its future corporate headquarters to be constructed in Draper, Utah. Due to various forms of involvement in the design and construction of the building, the Company is deemed to be the owner of the building during the construction period for accounting purposes. As of December 31, 2018, the Company recorded a construction in progress asset of $8.3 million for the building with a corresponding facility financing obligation. Accrued expenses Accrued expenses consisted of the following (in thousands): As of December 31, 2017 2018 Accrued compensation $ 18,568 $ 22,285 Accrued income and other taxes payable 3,492 5,408 Accrued other current liabilities 4,454 4,354 Accrued expenses $ 26,514 $ 32,047 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition A Train Simple Company On July 19, 2016, the Company completed its purchase of substantially all assets of A Train Simple Company (“Train Simple”) for total cash consideration of $0.7 million , which was accounted for as a business combination. Train Simple was a provider of video tutorials for professional developers and designers related to Adobe software and products and had a library of over 170 courses. These courses were merged into the Company’s existing course library on its platform. Of the consideration transferred, $0.2 million was recorded as the acquired content library. The excess of the purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill. The goodwill is attributable to Train Simple’s assembled workforce and synergies acquired, and is deductible for income tax purposes. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets are summarized as follows (dollars in thousands): As of December 31, 2017 Weighted Average Gross Accumulated Net Book Content library: Acquired content library 2.4 $ 32,835 $ 24,643 $ 8,192 Course creation costs 3.8 10,640 5,391 5,249 Total $ 43,475 $ 30,034 $ 13,441 Intangible assets: Technology 4.5 $ 4,500 $ 2,080 $ 2,420 Trademarks 4.8 1,162 773 389 Noncompetition agreements 0.8 390 390 — Customer relationships 0.8 2,750 2,750 — Database — 40 40 — Domain names Indefinite 45 — 45 Total $ 8,887 $ 6,033 $ 2,854 As of December 31, 2018 Weighted Average Gross Accumulated Net Book Content library: Acquired content library 0.5 $ 32,835 $ 32,229 $ 606 Course creation costs 3.5 13,552 7,108 6,444 Total $ 46,387 $ 39,337 $ 7,050 Intangible assets: Technology 2.6 $ 4,500 $ 2,786 $ 1,714 Trademarks — 162 162 — Noncompetition agreements — 390 390 — Customer relationships — 2,750 2,750 — Database — 40 40 — Domain names Indefinite 45 — 45 Total $ 7,887 $ 6,128 $ 1,759 Intangible assets are amortized using the straight-line method over the estimated useful lives. Amortization expense of acquired intangible assets was $8.0 million , $8.5 million , and $8.7 million for the years ended December 31, 2016, 2017, and 2018, respectively. Amortization expense of course creation costs was $1.3 million , $1.5 million , and $2.0 million for the years ended December 31, 2016, 2017, and 2018, respectively. Based on the recorded intangible assets at December 31, 2018, estimated amortization expense is expected to be as follows (in thousands): Year Ending December 31, Amortization Expense 2019 $ 3,371 2020 2,358 2021 1,781 2022 894 2023 360 Total $ 8,764 |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities Silicon Valley Bank Credit Agreement On November 17, 2014, Pluralsight, LLC and PL Studios, LLC entered into the amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) with a lending syndicate, which was led by Silicon Valley Bank. The agreement provided for a total term loan of $100.0 million and a revolving line of credit of up to $10.0 million , which was used to finance the acquisitions of Code School LLC and Smarterer, Inc. (“Smarterer”). Under the terms of the Second Amended and Restated Credit Agreement, Pluralsight, LLC and PL Studios, LLC were required to maintain compliance with certain negative and affirmative covenants, including financial covenants and covenants relating to the incurrence of other indebtedness, the occurrence of a material adverse change, the maintenance of depository accounts, the disposition of assets, mergers, acquisitions, investments, the granting of liens, and the payment of dividends. On March 1, 2017, the Company entered into a waiver and amendment to the Second Amended and Restated Credit Agreement with its lenders, which provided a waiver on certain events of default that occurred in fiscal quarter ended September 30, 2016, for failure to comply with the consolidated total leverage ratio covenant. The Second Amended and Restated Credit Agreement was secured with a lien against substantially all of the assets of the Company. The outstanding borrowings under the Second Amended and Restated Credit Agreement of $82.5 million were repaid in full in June 2017. The repayment of the borrowings was deemed an extinguishment of the debt. The difference between the amounts paid to extinguish the debt and the net carrying amount on the date of extinguishment was recorded as a loss on extinguishment of $1.9 million in the consolidated statement of operations for the year ended December 31, 2017. Guggenheim Credit Agreement In June 2017, the Company entered into a new long-term debt facility with Guggenheim Corporate Funding, LLC pursuant to a credit agreement (the “Guggenheim Credit Agreement”), consisting of a term loan facility of $115.0 million and a revolving credit facility of $5.0 million from Guggenheim Corporate Funding, LLC. Upon signing the Guggenheim Credit Agreement, the Company borrowed the $115.0 million term loan capacity available and used the majority of the proceeds to repay the full outstanding borrowings of $82.5 million under the Second Amended and Restated Credit Agreement with Silicon Valley Bank. In February 2018, the Company entered into a first amendment to the Guggenheim Credit Agreement and increased its term loan facility and its borrowings thereunder by an additional $20.0 million . In connection with the amendment, the Company issued warrants to the lenders to purchase 424,242 Class A common units at a per unit exercise price of $8.25 (see Note 9—Stockholders’ Equity). The warrants were measured at the estimated fair value of $1.0 million on the date of issuance and were recorded as debt issuance costs, which will be amortized to interest expense over the remaining term of the debt facility. Under the terms of the Guggenheim Credit Agreement, the Company was required to maintain compliance with certain negative and affirmative covenants, including financial covenants and covenants relating to the incurrence of other indebtedness, the occurrence of a material adverse change, the disposition of assets, mergers, acquisitions and investments, the granting of liens, and the payment of dividends. In addition, on a quarterly basis, the Company was required to maintain a maximum ratio of indebtedness to total recurring revenue for the most recent trailing twelve-month period ranging from 0.55 to 1 to 0.65 to 1. The Company was also required to maintain $10.0 million in liquidity, including amounts available under revolving loan commitments as of the last day of any calendar month. The Guggenheim Credit Agreement was secured with a lien against substantially all of the assets of the Company. Interest accrued under the credit agreement at an adjusted LIBOR rate plus 8.50% . Adjusted LIBOR was defined as greater LIBOR rate in effect for each interest period divided by 1 minus the Statutory Reserves (if any) for such Eurodollar borrowing for such interest period, and with respect to the term loan only, a minimum LIBOR floor of 1.00% . Under these borrowings, the Company elected to pay 2.50% of the interest due on each interest payment date in-kind rather than in cash. The borrowings were subject to a prepayment premium of 3.00% if repaid within the first year of the credit agreement, provided that the prepayment premium was reduced by 50% if repayment occurred in connection with an IPO or upon a change of control on or after the first anniversary of the Guggenheim Credit Agreement. The interest rate on the term loan at December 31, 2017 was 10.20% . The Company was required to pay an unused revolving loan fee of 0.50% per annum. As of December 31, 2017, the Company had no outstanding revolving loans. The principal borrowings under the term loan facility were due in full on the maturity date of June 12, 2023. The maturity date of the revolving loan was June 12, 2022. A portion of the net proceeds from the IPO were used to repay the outstanding principal balance of $137.7 million and extinguish the Guggenheim Credit Agreement in May 2018. The Company incurred a loss on debt extinguishment of $4.1 million in connection with the repayment. The Company’s debt consisted of the following (in thousands): As of December 31, 2017 Principal borrowings outstanding $ 116,620 Less: Debt issuance costs, net of amortization (583 ) Net carrying amount $ 116,037 Related Party Notes Payable In connection with the acquisition of Smarterer on November 17, 2014, Pluralsight, LLC issued notes payable of $25.0 million to Smarterer equity holders, who as a result of the acquisition became employees of the Company. The notes accrued interest at 5.00% per annum computed on the basis of a 365-day year for actual days elapsed. During the year ended December 31, 2016, the Company incurred interest of $0.1 million in connection with the notes. Of the total notes payable of $25.0 million , $5.6 million was contingent upon the continued service of certain of the Company’s employees. This contingent consideration in which payments are automatically forfeited if employment terminates were for post-combination services. As a result, the amount contingent upon continued service was recorded as compensation over the service period, which was $0.4 million during the year ended December 31, 2016. The final payments of these notes were made during 2016. The portion of the related party notes payable that relates to post-combination services is reflected within operating activities within the consolidated statements of cash flows. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of December 31, 2017 and 2018, the Company had a total of $0.2 million and $0.7 million , respectively, in letters of credit outstanding with a financial institution. These outstanding letters of credit were issued for purposes of securing certain of the Company’s obligations under facility leases. The letters of credit were collateralized by $0.2 million and $0.7 million of the Company’s cash, which is reflected as restricted cash on the consolidated balance sheets as of December 31, 2017 and 2018, respectively. Lease Commitments The Company is committed under certain operating leases with third parties for office space. These leases expire at various times through 2035 . The Company recognizes rent expense on a straight-line basis over the lease period. Payments made under the Company’s lease for its corporate headquarters in Farmington, Utah are not recorded as rent expense in the consolidated statements of operations. These payments are effectively recorded as repayments of the financing obligation and interest expense in the consolidated statements of operations and comprehensive loss as the Company did not qualify for sale-leaseback accounting upon completion of the facilities build-out and is considered to be the owner of the buildings for accounting purposes. In August 2018, the Company entered into a new non-cancellable lease agreement to rent office space for the Company's future headquarters to be constructed in Draper, Utah for a period of 15 years beginning on the earlier to occur of the date that the Company opens for business in the leased premises or the commencement date of June 24, 2020 (which date may be extended by construction delays). The Company will pay basic annual rent in monthly installments beginning on the rent commencement date, which are reflected in the table of future minimum lease payments below. The annual rent amount will be determined based on the cost of construction of the premises. Based on the current estimate of the cost of construction, the basic rent amount for the first year is expected to be $7.9 million , and the annual rent amount will increase by two percent each year following the rent commencement date. In the event the costs incurred by the landlord exceed the agreed upon cost of construction of $90.0 million , the landlord may elect to pay such amounts and add such amounts to the cost of construction and increase the basic rent amount or require the Company to pay such amounts. The landlord has agreed to an abatement of basic rent payments at the commencement of the initial lease term of up to approximately $3.2 million . Based on the Company's involvement in the design and construction of the building, the Company is deemed the owner of the construction project for accounting purposes during the construction period. As a result, the Company recorded a construction in progress asset of $8.3 million and a corresponding facility financing obligation as of December 31, 2018 . In connection with the lease agreement, the Company is required to maintain a deposit of $16.0 million with a financial institution for the benefit of the landlord to secure the Company’s obligations under the lease. The deposit is recorded within restricted cash on the consolidated balance sheet. The lease agreement provides for both a partial and full release of the deposit funds to the Company, provided the Company meets certain liquidity and other financial conditions. Future Minimum Lease Payments At December 31, 2018 , future minimum lease payments, including lease payments for the Company’s facilities in Farmington, Utah, and lease payments for the Company’s future headquarters in Draper, Utah were as follows (in thousands): Year Ending December 31, 2019 $ 5,948 2020 7,466 2021 9,879 2022 9,871 2023 9,861 Thereafter 99,324 Less: Sublease rental income (238 ) Total future minimum lease payments $ 142,111 Rent expense under operating leases for the years ended December 31, 2016, 2017, and 2018 was $1.5 million , $2.0 million , and $4.8 million , respectively. Other Commitments The Company has also entered into certain non-cancellable agreements primarily related to cloud infrastructure and software subscriptions in the ordinary course of business. As of December 31, 2017 and 2018, the Company had non-cancellable purchase obligations outstanding with a term of 12 months or longer of $3.6 million and $12.8 million , respectively. Legal Proceedings The Company is involved in legal proceedings from time to time arising in the normal course of business. Management believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity. Warranties and Indemnification The performance of the Company’s cloud-based technology skills platform is typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable. The Company’s contractual arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third-party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Amendment and Restatement of Certificate of Incorporation In connection with the Reorganization Transactions, the certificate of incorporation of Pluralsight, Inc. was amended and restated to, among other things, provide for the (i) authorization of 1,000,000,000 shares of Class A common stock with a par value of $0.0001 per share; (ii) authorization of 200,000,000 shares of Class B common stock with a par value of $0.0001 per share; (iii) authorization of 50,000,000 shares of Class C common stock with a par value of $0.0001 per share; (iv) authorization of 100,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share that may be issued from time to time; and (v) establishment of a classified board of directors, divided into three classes, each of whose members will serve for staggered three -year terms. Holders of Class A and Class B common stock are entitled to one vote per share and holders of Class C common stock are entitled to ten votes per share. Except as otherwise required by applicable law, holders of Class A common stock, Class B common stock, and Class C common stock vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B and Class C common stock may only be issued to the extent necessary to maintain the one -to-one ratio between the number of LLC Units held by the Continuing Members and the number of Class B or Class C common shares held by the Continuing Members. Shares of Class B and Class C common stock are transferable only together with an equal number of LLC Units. Subject to certain limitations and exceptions, Continuing Members may exchange or redeem LLC Units and shares of Class B or Class C common stock, as applicable, for, at the option of Pluralsight, Inc., cash or shares of Class A common stock, on a one -for-one basis. Pluralsight, Inc. must at all times maintain a ratio of one LLC Unit for each share of Class A common stock issued, and Pluralsight Holdings must at all times maintain a one -to-one ratio between the number of shares of Class B or Class C common stock owned by the Continuing Members and the number of LLC Units owned by the Continuing Members. Recapitalization of Pluralsight Holdings In connection with the Reorganization Transactions and the amendment and restatement of the LLC Agreement, all membership interests in Pluralsight Holdings were converted into a single-class of common LLC Units and certain holders of LLC Units elected to exchange LLC Units for Class A common stock of Pluralsight, Inc. The following is a summary of the shares converted or exchanged in connection with the Reorganization Transactions: • 48,407,645 common units of Pluralsight Holdings outstanding prior to the Reorganization Transactions were converted on a one -for-one basis into LLC Units. • 48,447,880 redeemable convertible preferred units of Pluralsight Holdings outstanding prior to the Reorganization Transactions were converted on a one -for-one basis into LLC Units. • 15,783,689 incentive units of Pluralsight Holdings outstanding prior to the Reorganization Transactions were converted into 12,667,778 LLC Units after giving effect to the threshold price and catch-up price per unit. • 3,000,000 Class B incentive units of Pluralsight Holdings outstanding prior to the Reorganization Transactions were converted into 1,747,067 LLC Units after giving effect to the threshold price and catch-up price per unit. In connection with the recapitalization, a total of 39,110,660 LLC Units were exchanged for shares of Class A common stock of Pluralsight, Inc. In addition, the Company issued 58,111,572 shares of Class B common stock and 14,048,138 shares of Class C common stock to the Continuing Members on a one -for-one basis to the corresponding LLC Units held by the Continuing Members. The amended and restated LLC Agreement requires that Pluralsight Holdings at all times maintain (i) a one -to-one ratio between the number of outstanding shares of Class A common stock of Pluralsight, Inc. and the number of LLC Units and (ii) a one -to-one ratio between the number of shares of Class B or Class C common stock owned by the Continuing Members and the number of LLC Units held by the Continuing Members. Rescission Transactions In September 2018, the Company entered into agreements of rescission (“Rescission Transactions”) with certain stockholders of the Company (the “Rescinding Holders”) holding an aggregate of 605,390 shares of Class A common stock, pursuant to which the Company agreed to rescind the individuals' prior exchange of unvested LLC Units of Pluralsight Holdings for unvested shares of Class A common stock in connection with the Reorganization Transactions. As a result of the Rescission Transactions, a total of 605,390 LLC Units of Pluralsight Holdings and a corresponding 455,217 shares of Class B common stock and 150,173 shares of Class C common stock were issued to Rescinding Holders. In addition, the issuance of 605,390 shares of Class A common stock was rescinded. The LLC Units and corresponding shares of Class B and Class C common stock, where applicable, are subject to the same vesting conditions that existed prior to the Rescission Transactions, and the Rescinding Holders are eligible to participate in the TRA. All Rescinding Holders are employees of the Company, including employees and officers who are related parties to the Company. Redeemable Convertible Preferred Units Conversion As described in Note 1—Organization and Description of Business, in connection with the Reorganization Transactions, the LLC Agreement of Pluralsight Holdings was amended and restated to, among other things, effectuate the conversion of 48,447,880 redeemable convertible preferred units into LLC Units of Pluralsight Holdings. Prior to the Reorganization Transactions, Series A redeemable convertible preferred units were redeemable at the option of the holder at an amount equal to the greater of the original issuance price or the aggregate fair value of the Series A redeemable convertible preferred units. Accordingly, prior to the Reorganization Transactions, the Series A redeemable convertible preferred units were accreted to the fair value on the date of conversion of the IPO price of $15.00 per share, or $412.5 million . As the redeemable convertible preferred units were converted into common LLC Units of Pluralsight Holdings, and are no longer redeemable at the option of the holder, the Company reclassified the carrying value of the redeemable convertible preferred units of $582.0 million on the date of the Reorganization Transactions to stockholders’ equity. Initial Public Offering In May 2018, Pluralsight, Inc. completed an IPO of 23,805,000 shares of Class A common stock at a public offering price of $15.00 per share. Pluralsight, Inc. received proceeds of $332.1 million , net of underwriting discounts and commissions, which Pluralsight, Inc. used to purchase newly-issued LLC Units of Pluralsight Holdings at a price per unit equal to the IPO price per share. Exchanges of LLC Units During the year ended December 31, 2018, certain Continuing Members exchanged 1,107,448 LLC Units of Pluralsight Holdings along with their corresponding shares of Class B common stock for an equal number of shares of Class A common stock. Simultaneously, and in connection with these exchanges, the Company cancelled the exchanged shares of Class B common stock. Warrants to Purchase Shares of Class A Common Stock In connection with the first amendment of the Guggenheim Credit Agreement, the Company issued warrants to the lenders to purchase 424,242 shares of Class A common stock of Pluralsight, Inc. at an exercise price of $8.25 per share. See Note 7—Credit Facilities for additional details. The warrants were measured at the fair value on the date of issuance, which was determined to be $1.0 million using a Black-Scholes option pricing model and a probability-weighted expected return methodology. As the warrants are exercisable for shares of the Company’s Class A common stock, the Company recorded the warrants within stockholders’ equity. The warrants were cashless-exercised in October 2018 resulting in the issuance of 267,918 shares of Class A common stock. Preferred Units Prior to the Reorganization Transactions, Pluralsight Holdings had authorized multiple series of redeemable convertible preferred units (collectively, the “Preferred Units”), in addition to common units. The number of authorized and outstanding Preferred Units of Pluralsight Holdings was as follows: As of December 31, 2017 Authorized Outstanding Series A 27,500,000 27,500,000 Series B 17,716,286 17,716,286 Series C 3,231,594 3,231,594 Total 48,447,880 48,447,880 The net carrying value of Preferred Units consisted of the following (in thousands): As of December 31, 2017 Series A $ 236,225 Series B 139,194 Series C 30,347 Total $ 405,766 During the year ended December 31, 2016, Pluralsight Holdings entered into unit purchase agreements to issue in aggregate 3,231,594 Series C redeemable convertible preferred units in exchange for $30.4 million in cash. In conjunction with the issuance of the Series C redeemable convertible preferred units, the Company recorded $0.1 million of offering costs, which has been recorded as a reduction to proceeds from the Preferred Units. The liquidation preference (in thousands), original issue price per unit, and conversion rates of the Preferred Units, in order of liquidation preference, as of December 31, 2017, was: Liquidation Preference Original Issue Price Conversion Ratio Series A $ 27,500 $ 1.00 1:1 Series B 139,250 7.86 1:1 Series C 30,442 9.42 1:1 Total liquidation preference $ 197,192 Common Units Prior to the Reorganization Transactions, the number of authorized and outstanding common units of Pluralsight Holdings was as follows: As of December 31, 2017 Authorized Outstanding Class A common units 112,556,982 35,446,574 Class B common units 15,961,071 12,961,071 Total 128,518,053 48,407,645 During the year ended December 31, 2016, Pluralsight Holdings entered into unit purchase agreements to issue an aggregate of 353,351 Class A common units in exchange for $2.0 million . In conjunction with the issuance of the Class A common units, the Company recorded $14,000 of offering costs, which has been recorded as a reduction to proceeds from the sale of common units. During the year ended December 31, 2017, Pluralsight Holdings entered into unit purchase agreements to issue an aggregate of 625,373 Class A common units for an aggregate purchase price of $4.4 million . During the year ended December 31, 2017, an investor of Pluralsight Holdings purchased 6,731,791 Class A common units from a co-founder and former employee of the Company at a price of $8.25 per unit for an aggregate purchase price of $55.5 million . At the close of the transaction, the Company recorded $9.9 million in equity-based compensation expense, included in general and administrative expenses, related to the excess of the selling price per unit paid to the former employee over the then fair value of the purchased units. Class B Common Units Conversion On June 9, 2017, Pluralsight Holdings amended its Operating Agreement to create two separate classes of common units, Class A and Class B common units. Upon creation of Class B common units, 12,961,071 common units beneficially owned by the Company’s co-founder and Chief Executive Officer were converted into Class B common units. The difference in fair value between the Class A common units and Class B common units of $2.1 million on the date of the conversion was recorded as compensation expense, included in general and administrative expenses, during the year ended December 31, 2017. The difference in fair value was calculated by applying an incremental discount in the OPM scenario to reflect the differences in rights and restrictions between Class A and Class B common units. The rights and privileges of Class A and Class B common units were identical with the exception of voting rights and conversion. Class B common units were entitled to 10 votes per unit, whereas Class A common units were entitled to one vote per unit. In addition, Class B common units had certain protective provisions that prevented the Company from issuing or authorizing additional Class B common units or other equity securities having voting rights in excess of one vote per unit. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | Non-Controlling Interests In connection with the Reorganization Transactions, Pluralsight, Inc. became the sole managing member of Pluralsight Holdings and as a result consolidates the results of operations of Pluralsight Holdings. The non-controlling interests balance represents the LLC Units of Pluralsight Holdings held by Continuing Members, based on the portion of LLC Units owned by Continuing Members. Following the Reorganization Transactions, the total adjustments to the non-controlling interests were $19.6 million and were primarily related to the settlement of equity-based awards and equity-based compensation. Income or loss is attributed to the non-controlling interests based on the weighted-average ownership percentages of LLC Units outstanding during the period, excluding LLC Units that are subject to time-based vesting requirements. As of December 31, 2018 , the non-controlling interests of Pluralsight Holdings owned 51.4% of the outstanding LLC Units, with the remaining 48.6% owned by Pluralsight, Inc. The ownership of the LLC Units is summarized as follows: As of December 31, 2018 Units Ownership % Pluralsight, Inc.'s ownership of LLC Units 65,191,907 48.6 % LLC Units owned by the Continuing Members (1) 68,881,732 51.4 % 134,073,639 100.0 % ________________ (1) Excludes 3,195,322 LLC Units still subject to time-based vesting requirements. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Incentive Unit Plan The Company granted incentive units of Pluralsight Holdings to certain employees and directors prior to its IPO pursuant to the Incentive Unit Plan (“2013 Plan”). In connection with the Reorganization Transactions, all outstanding incentive units were converted into LLC Units of Pluralsight Holdings and certain holders elected to exchange LLC Units for shares of Class A common stock of Pluralsight, Inc. Shares of Class A common stock and LLC Units issued as a result of the exchange or conversion of unvested incentive units remain subject to the same time-based vesting requirements that existed prior to the Reorganization Transactions, and as such the Company continues to record equity-based compensation expense for unvested awards. The grant date fair value of incentive units was determined using a hybrid method consisting of both an option-pricing method (“OPM”), and probability-weighted expected return method (“PWERM”). Under the PWERM methodology, the fair value of the Company’s securities were estimated based upon an analysis of future values for the Company, assuming various outcomes. The security values are based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available as well as the rights of each class of security. The future value of the securities under each outcome was discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value for the securities. The outcomes evaluated under the PWERM methodology included (i) an IPO in the near term using an expected pricing and timing of an IPO using revenue multiples of peer companies, and (ii) a liquidity event in the longer term with less visibility into the timing and type of exit event using the OPM methodology using a discounted cash flow analysis and a comparable market analysis. The number of authorized and outstanding incentive units outstanding for periods prior to the IPO was as follows: As of December 31, 2017 Authorized Outstanding Incentive units 16,229,445 15,791,871 Class A incentive units 3,000,000 — Class B incentive units 3,000,000 3,000,000 Total 22,229,445 18,791,871 The following table summarizes the incentive unit activity for the years ended December 31, 2016, 2017 and 2018: Number of Units Weighted- Average Threshold Price Weighted- Average Catch-up Price Aggregate Intrinsic Value (1) (in millions) Incentive units: Incentive units outstanding at January 1, 2016 10,557,437 $ 4.34 $ 2.43 Incentive units granted 4,338,813 9.42 4.06 Incentive units redeemed (353,357 ) 1.00 — Incentive units forfeited or cancelled (543,209 ) 7.43 4.42 Incentive units outstanding at December 31, 2016 13,999,684 5.88 2.92 $ 42.0 Incentive units granted 2,462,220 9.42 3.03 Incentive units redeemed (582,804 ) 3.54 1.78 Incentive units forfeited or cancelled (87,229 ) 7.97 4.75 Incentive units outstanding at December 31, 2017 15,791,871 6.50 2.97 77.0 Incentive units forfeited or cancelled (8,182 ) 7.86 4.81 Incentive units converted or exchanged in connection with the IPO (15,783,689 ) 6.50 2.97 Incentive units outstanding at December 31, 2018 — $ — $ — $ — Incentive units vested—December 31, 2016 8,322,892 $ 4.02 $ 2.39 $ 35.8 Incentive units vested—December 31, 2017 10,181,221 $ 4.98 $ 2.65 $ 61.9 ________________ (1) Aggregate intrinsic value is calculated as the difference between the fair value of the common unit on December 31, 2016 and 2017, respectively, and the threshold price less the catch-up price. The following table summarizes the Class B incentive unit activity for the years ended December 31, 2017 and 2018: Number of Units Weighted- Average Threshold Price Weighted Average Catch-up Price Aggregate Intrinsic Value (1) (in millions) Class B incentive units: Class B incentive units outstanding at December 31, 2016 — $ — $ — Class B incentive units granted 3,000,000 9.42 2.64 Class B incentive units outstanding at December 31, 2017 3,000,000 9.42 2.64 $ 5.2 Class B incentive units converted or exchanged in connection with the IPO (3,000,000 ) 9.42 2.64 Class B incentive units outstanding at December 31, 2018 — $ — $ — $ — ________________ (1) Aggregate intrinsic value is calculated as the difference between the fair value of the common unit on December 31, 2017 and the threshold price less the catch-up price. During the year ended December 31, 2016, Pluralsight Holdings paid $2.0 million to redeem 353,357 outstanding incentive units. All redeemed units were held by current and former employees. The purchase price was in excess of the fair value of the incentive units on the redemption date, which resulted in compensation expense equal to the premium of $0.1 million . During the year ended December 31, 2017, Pluralsight Holdings paid $4.1 million to redeem 582,804 outstanding incentive units. All redeemed units were held by current employees. The purchase price was in excess of the fair value of the incentive units on the redemption date, which resulted in compensation expense equal to the premium of $0.4 million . The number of incentive units outstanding and vested, including Class B incentive units, at the respective threshold price and catch-up price per unit was as follows: As of December 31, 2017 Incentive Units Outstanding Incentive Units Vested Threshold Price Number of Weighted Number of Weighted $1.00 4,400,988 $ — 4,400,988 $ — 1.20 270,593 — 270,593 — 7.86 4,354,669 5.04 3,796,845 5.29 9.42 9,765,621 3.36 1,712,795 4.06 18,791,871 $ 2.92 10,181,221 $ 2.65 The number and weighted-average grant date fair value for unvested incentive units granted and outstanding was as follows: Incentive Units Weighted- Average Grant Date Fair Value Incentive units: Unvested units outstanding at January 1, 2016 4,649,737 $ 2.16 Granted 4,338,813 3.66 Vested (2,768,549 ) 1.93 Forfeited or cancelled (543,209 ) 3.03 Unvested units outstanding at December 31, 2016 5,676,792 3.34 Granted 2,462,220 4.07 Vested (2,441,133 ) 3.11 Forfeited or cancelled (87,229 ) 3.23 Unvested units outstanding at December 31, 2017 5,610,650 3.76 Vested (500,749 ) 3.66 Forfeited or cancelled (8,182 ) 3.20 Incentive units converted or exchanged in connection with the IPO (5,101,719 ) 3.77 Unvested units outstanding at December 31, 2018 — $ — Class B incentive units: Unvested units outstanding at December 31, 2016 — $ — Granted 3,000,000 6.05 Unvested units outstanding at December 31, 2017 3,000,000 6.05 Incentive units converted or exchanged in connection with the IPO (3,000,000 ) 6.05 Unvested units outstanding at December 31, 2018 — $ — The range of assumptions that were used in estimating the grant date fair value of incentive units under the OPM method were as follows: Year Ended December 31, 2016 2017 Dividend yield None None Volatility 55.00%—60.00% 55.00% Risk-free interest rate 0.60%—1.20% 1.20%—1.80% Expected term (years) 1.8—2.0 1.3—1.8 The total fair value of incentive units vested during the years ended December 31, 2016 and 2017 was $13.1 million and $14.0 million , respectively. In connection with the Reorganization Transactions, all outstanding incentive units were converted into LLC Units of Pluralsight Holdings and certain holders of incentive units elected to exchange LLC Units for shares of Class A common stock of Pluralsight, Inc. Shares of Class A common stock and LLC Units issued as a result of the exchange or conversion of unvested incentive units remain subject to the same time-based vesting requirements that existed prior to the Reorganization Transactions. In connection with the IPO, the 2013 Plan was terminated. As discussed in Note 9—Stockholders' Equity, in September 2018, the Company entered into the Rescission Transactions with the Rescinding Holders. In connection with the Rescission Transactions, the Company issued LLC Units and corresponding shares of Class B or Class C common stock, as applicable, to the Rescinding Holders in exchange for the rescission of an equivalent number of shares of Class A common stock. The LLC Units and corresponding shares of Class B and Class C common stock are subject to the same time-based vesting requirements that existed prior to the Rescission Transactions. The shares of unvested Class A common stock following the exchange of unvested incentive units are summarized as follows: Unvested Shares Weighted- Average Grant Date Fair Value Unvested Class A common shares outstanding following the Reorganization Transactions 605,390 $ 6.55 Vested (237,530 ) 8.40 Effect of the Rescission Transactions (367,860 ) 5.35 Unvested Class A common shares outstanding—December 31, 2018 — $ — The shares of unvested LLC Units following the conversion of unvested incentive units are summarized as follows: Unvested Units Weighted- Average Grant Date Fair Value Unvested LLC Units outstanding following the Reorganization Transactions 3,942,674 $ 7.73 Effect of the Rescission Transactions 605,390 6.55 Cancelled (4,460 ) 3.68 Vested (1,348,282 ) 7.47 Unvested LLC Units outstanding—December 31, 2018 3,195,322 $ 7.63 The Company evaluated the conversion and exchange of incentive units as part of the Reorganization Transactions and the effect of the Rescission Transactions, and concluded the transactions were not a modification of the equity awards. Accordingly, the Company will continue to recognize equity-based compensation using the grant date fair value as measured on the original grant date of the incentive units. As of December 31, 2018, total unrecognized equity-based compensation related to all unvested Class A common shares and unvested LLC Units was $22.0 million , which is expected to be recognized over a weighted-average period of 2.2 years. The total fair value of Class A common shares and LLC Units vested during the period from the date of the Reorganization Transactions to December 31, 2018 was $34.5 million . If a forfeiture of an unvested LLC Unit occurs, the associated shares of Class B common stock or Class C common stock, as applicable, are also forfeited. Equity Incentive Plans In June 2017, Pluralsight Holdings adopted the 2017 Equity Incentive Plan (“2017 Plan”) and issued RSUs to employees. In May 2018, Pluralsight, Inc. adopted the 2018 Equity Incentive Plan (“2018 Plan”). The 2018 Plan provides for the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares to employees, directors, and consultants of the Company. A total of 22,149,995 shares of Class A common stock were initially reserved for issuance under the 2018 Plan. The number of shares available for issuance under the 2018 Plan also includes an annual increase on the first day of each fiscal year beginning in 2019, equal to the lesser of: (i) 14,900,000 shares, (ii) 5.0% of the outstanding shares of capital stock as of the last day of the immediately preceding fiscal year, or (iii) a lower number of shares determined by the 2018 Plan’s administrator. In connection with the IPO, the 2017 Plan was terminated. At the time the 2017 Plan was terminated, a total of 4,508,835 RSUs granted under the 2017 Plan remained outstanding. With the establishment of the 2018 Plan, the Company no longer grants equity-based awards under the 2017 Plan and any shares that expire, terminate, are forfeited or repurchased by the Company, or are withheld by the Company to cover tax withholding obligations, under the 2017 Plan, are automatically transferred to the 2018 Plan up to 4,508,835 shares. Stock Options In connection with the IPO, the Company granted to employees stock options under the 2018 Plan to purchase shares of Class A common stock at an exercise price equal to the IPO price of $15.00 per share. The stock options vest ratably in equal six -month periods over a period of two years from the IPO date. The following table summarizes the stock option activity for the year ended December 31, 2018: Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2017 — Granted 5,236,155 $ 15.00 Exercised (81,833 ) 15.00 Forfeited or cancelled (10,610 ) 15.00 Outstanding as of December 31, 2018 5,143,712 $ 15.00 9.4 $ 44.0 Vested and exercisable as of December 31, 2018 1,224,563 $ 15.00 9.4 $ 10.5 The total intrinsic value of options exercised during fiscal 2018 was $0.5 million . The total unrecognized equity-based compensation costs related to the stock options was $28.5 million , which is expected to be recognized over a weighted-average period of 1.4 years. The grant date fair value of the stock options was determined using the Black Scholes model with the following assumptions: Dividend yield None Volatility 55.00% Risk-free interest rate 2.97% Expected term (years) 5.63 RSUs The Company has granted RSUs to employees under the 2018 Plan and previously under the 2017 Plan. RSUs represent the right to receive shares of Pluralsight Inc.’s Class A common stock at a specified future date. Restricted share units of Pluralsight Holdings under the 2017 Plan are generally subject to both a service condition and a liquidity condition. RSUs under the 2018 Plan are generally subject to a service condition. The service condition is generally satisfied over four years , whereby 25% of the share units satisfy this condition on the first anniversary of the grant date and then ratably on a quarterly basis thereafter through the end of the vesting period. The liquidity condition is satisfied upon the occurrence of a qualifying event, which has been satisfied upon expiration of a lock-up period following the IPO. Prior to the IPO, the Company had not recorded any equity-based compensation expense associated with the RSUs as the liquidity condition was not deemed probable. Following the completion of the IPO, the Company recorded a cumulative adjustment to equity-based compensation expense totaling $7.8 million . The remaining unrecognized equity-based compensation expense related to RSUs will be recognized over the remaining requisite service period, using the straight-line attribution method. Prior to the IPO, the fair value of RSUs was calculated using the same hybrid method used to value incentive units, as described above. Under the 2017 Plan, all restricted share units granted were initially restricted share units of Pluralsight Holdings. In connection with the IPO, all restricted share units were converted into RSUs of Pluralsight, Inc., except for restricted share units of Pluralsight Holdings that convey the right to receive LLC Units and corresponding shares of Class C common stock of Pluralsight, Inc. upon vesting. The activity for RSUs of Pluralsight, Inc. and restricted share units of Pluralsight Holdings for the years ended December 31, 2017 and 2018 was as follows: Number of RSUs or Units Weighted-Average Grant Date Fair Value RSUs of Pluralsight, Inc.: Balance at December 31, 2016 — $ — Granted 2,413,300 7.04 Forfeited or cancelled (234,850 ) 6.80 Balance at December 31, 2017 2,178,450 7.06 Granted 3,657,656 12.52 Forfeited or cancelled (289,370 ) 8.19 Vested (745,200 ) 7.29 Balance at December 31, 2018 4,801,536 $ 11.11 Restricted Share Units of Pluralsight Holdings: Balance at December 31, 2016 — $ — Granted 3,000,000 8.24 Balance at December 31, 2017 3,000,000 8.24 Vested (937,500 ) 8.24 Balance at December 31, 2018 2,062,500 $ 8.24 As of December 31, 2018, the total unrecognized equity-based compensation cost related to the RSUs, including the restricted share units of Pluralsight Holdings, was $60.0 million . The unrecognized compensation costs as of December 31, 2018 is expected to be recognized over a weighted-average period of 2.9 years. Employee Stock Purchase Plan In May 2018, Pluralsight Inc.’s board of directors adopted the ESPP. A total of 2,970,000 shares of Class A common stock were initially reserved for issuance under the ESPP. The number of shares of Class A common stock available for issuance under the ESPP will be increased on the first day of each fiscal year beginning in 2019 equal to the lesser of: (i) 2,970,000 shares of Class A common stock, (ii) 1.5% of the outstanding shares of all classes of common stock of the Company on the last day of the immediately preceding fiscal year, or (iii) an amount determined by the plan administrator. The ESPP generally provides for consecutive overlapping 24 -month offering periods comprised of four six -month purchase periods. The offering periods are scheduled to start on the first trading day on or after May 31 and November 30 of each year. The first offering period commenced on the IPO date and is scheduled to end on the first trading day on or after May 31, 2020. The ESPP permits participants to elect to purchase shares of Class A common stock through fixed contributions from eligible compensation paid during each purchase period during an offering period, provided that this fixed contribution amount will not exceed 75.0% of the eligible compensation a participant receives during a purchase period or $12,500 . A participant may purchase a maximum of 5,000 shares during each purchase period. Amounts deducted and accumulated by the participant will be used to purchase shares of Class A common stock at the end of each purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of Class A common stock on the first trading day of each offering period or on the purchase date, except for the first offering period, during which the purchase price of the shares will be 85% of the lower of (i) the IPO price or (ii) the fair market value of common stock on the purchase date. If the fair market value of the common stock on any purchase date within an offering period is lower than the stock price as of the beginning of the offering period, the offering period will immediately reset after the purchase of shares on such purchase date and participants will automatically be re-enrolled in a new offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment. The initial offering period began on the IPO date. As of December 31, 2018, a total of 2,039,276 shares were issuable to employees based on contribution elections made under the ESPP. As of December 31, 2018, total unrecognized equity-based compensation costs was $13.8 million , which is expected to be recognized over a weighted-average period of 1.5 years. During the year ended December 31, 2018, the Company issued 836,365 shares under the ESPP at a weighted-average purchase price per share of $12.75 , and a total of 148,837 shares were withheld to cover employee tax withholding obligations. Total proceeds received for shares issued under the ESPP were $12.5 million . The fair value of the purchase right for the ESPP is estimated on the date of grant using the Black-Scholes model with the following assumptions for the year ended December 31, 2018: Dividend yield None Volatility 55.00%—65.00% Risk-free interest rate 2.05%—2.80% Expected term (years) 0.5—2.0 Equity Appreciation Rights In April 2015, one of the Company’s subsidiaries granted 42,735 non-transferable equity appreciation rights (“EARs”) at a weighted-average threshold amount of $4.68 per EAR. The EARs were subject to a four -year vesting period, whereby they become 25% vested on the first anniversary of the grant date and then ratably vest on a quarterly basis thereafter, provided that the employee remains in continuous service with the Company through each such vesting date. The EARs were also subject to a liquidity condition whereby the awards vest upon the earlier of a sale of the Company or an IPO. In connection with the IPO, the Company elected to settle all vested EARs for a cash payment of $0.3 million . The remaining unvested EARs were cancelled on the date of the IPO. Prior to the IPO, the vesting of EARs was not probable and no equity-based compensation related to the EARs had been recognized. The Company recognized $0.1 million in compensation cost on the date of the IPO measured using the grant date fair value of the award using a Black-Scholes model. Equity-based compensation expense Equity-based compensation expense was classified as follows in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2016 2017 2018 Cost of revenue $ 20 $ 20 $ 140 Sales and marketing 1,462 2,624 14,330 Technology and content 2,050 1,966 8,747 General and administrative 2,206 17,171 31,086 Total equity-based compensation $ 5,738 $ 21,781 $ 54,303 Equity-based compensation costs capitalized as internal-use software was $0.5 million for the year ended December 31, 2018. The amounts qualifying for capitalization during the years ended December 31, 2016 and 2017 were not material. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision for Income Taxes Loss before income taxes was as follows (in thousands): Year Ended December 31, 2016 2017 2018 Domestic $ (20,466 ) $ (96,814 ) $ (130,144 ) Foreign 348 602 2,224 Total $ (20,118 ) $ (96,212 ) $ (127,920 ) Provision for income taxes consisted of the following components (in thousands): Year Ended December 31, 2016 2017 2018 Current: State $ 15 $ 10 $ 26 Foreign 479 397 890 Total current tax expense $ 494 $ 407 $ 916 Deferred: State $ — $ — $ — Foreign — (83 ) (252 ) Total deferred tax benefit $ — $ (83 ) $ (252 ) Provision for income taxes $ 494 $ 324 $ 664 The following reconciles the differences between the federal statutory income tax rate in effect in each year to the Company’s effective tax rate: Year Ended December 31, 2016 2017 2018 Statutory federal tax rate 34.0 % 34.0 % 21.0 % Rate benefit from flow-through entity (33.6 ) (33.8 ) — Loss attributable to non-controlling interests — — (10.9 ) Effect of income tax rate change — (1.8 ) — Change in valuation allowance (3.3 ) 1.4 (10.7 ) Foreign taxes (2.4 ) (0.3 ) (0.1 ) Effect of excess tax benefits relating to equity-based compensation 2.5 — — Research and development credit 0.4 — 0.2 State tax, net of federal tax effect (0.1 ) — 0.9 Other — 0.2 (0.9 ) Effective tax rate (2.5 )% (0.3 )% (0.5 )% Deferred Tax Assets and Liabilities Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2017 2018 Deferred tax assets: Net operating loss carryforwards $ 3,189 $ 18,591 Partnership outside basis difference 164 39,133 Research and development credits 151 573 Compensation and benefits — 324 Other 84 — Less valuation allowance (3,044 ) (57,957 ) Total deferred tax assets 544 664 Deferred tax liabilities: Content library and intangible assets (461 ) (343 ) Total deferred tax liabilities (461 ) (343 ) Net deferred tax assets $ 83 $ 321 As described in Note 1—Organization and Description of Business and Note 9—Stockholders’ Equity, the Company purchased 23,805,000 newly-issued LLC Units of Pluralsight Holdings with the IPO proceeds. As part of the Reorganization Transactions, the Company acquired an additional 38,505,270 LLC Units from certain members of Pluralsight Holdings (“Former Members”) who exchanged LLC Units for shares of Class A common stock of Pluralsight, Inc. and from Former Members who merged with Pluralsight, Inc. at the time of the IPO. The Company recorded a gross deferred tax asset of $32.7 million , offset by an increase in the valuation allowance, for the difference between the financial reporting basis and tax basis of this investment. Also, as part of the Reorganization Transactions, the Company acquired certain tax attributes, including net operating loss and credit carryforwards, of approximately $6.3 million , net of tax, and offest in full by an increase in the valuation allowance. The Company has not recorded a deferred tax asset of $28.3 million the portion of the basis difference that will only reverse upon the sale of the Company’s interest in Pluralsight Holdings. As described in Note 9—Stockholders’ Equity, the Company acquired 1,107,448 LLC units during the year ended December 31, 2018 in connection with exchanges with certain Continuing Members. The Company recorded a gross deferred tax asset of $5.2 million associated the basis difference in its investment in Pluralsight Holdings, LLC related to these unit exchanges, offset by an increase in the valuation allowance. The Company evaluated its ability to realize its net deferred tax assets considering all available positive and negative evidence including past results of operation, forecasted earnings, tax planning strategies, and all sources of future taxable income. A full valuation allowance was maintained on its domestic deferred tax assets as of December 31, 2018 and 2017, including those arising from the IPO and Reorganization Transactions, primarily due to historical losses. The valuation allowance increased by $54.9 million for the year ended December 31, 2018 as a result of the transactions described above and due to increased deferred tax assets related to an increase in NOL and changes in the basis difference in the Company’s investment in Pluralsight Holdings related to current-year operations. The valuation allowance decreased by $1.3 million for the year ended December 31, 2017, largely due to the remeasurement of deferred tax assets and liabilities at a lower enacted corporate tax rate. The valuation allowance increased by $0.2 million for the year ended December 31, 2016, as a result of increased deferred tax assets primarily related to an increase in NOLs. As of December 31, 2017 and 2018, for tax return purposes, the Company had federal NOLs of $14.2 million and $81.1 million , and state NOLs of $5.5 million and $73.0 million , respectively. The federal and state NOLs begin to expire in 2030 if not utilized. NOLs generated in a tax year beginning after December 31, 2017 do not expire. The Company also had federal research and development tax credit carryforwards for tax return purposes of $0.8 million , which begin to expire in 2034 if not utilized. Federal and state tax laws may impose substantial restrictions on the utilization of the net operating loss and credit carryforward attributes in the event of an ownership change as defined in Section 382 of the Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of such ownership change. Such a limitation could result in the expiration of carryforwards before they are utilized. Tax Reform Legislation On December 22, 2017, tax reform legislation referred to as the Tax Cuts and Jobs Act (the “Tax Act”) was enacted in the United States. The Tax Act significantly revised U.S. federal income tax law, including by lowering the corporate income tax rate to 21%, limiting the deductibility of interest expense, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated untaxed earnings and profits of U.S.-owned foreign subsidiaries (the “Toll Charge”). The Tax Act also enacted provisions for the taxation of Global Intangible Low-Taxed Income (“GILTI”). In 2018, the Company adopted an accounting policy to recognize GILTI as an expense in the period incurred. As such, the Company will not provide for any deferred tax assets or liabilities related to GILTI. As a result of the enactment of the Tax Act, in December 2017, the Company recorded a reduction to its net U.S. deferred tax assets of approximately $1.7 million to reflect the revised federal statutory rate expected to be in effect at the time the deferred tax assets are expected to be realized. The Securities and Exchange Commission staff issued Staff Accounting Bulletin (“SAB”) 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for entities to complete the accounting under Accounting Standards Codification (“ASC”) 740, Income Taxes . The Company included a provisional estimate of the impact of the Tax Act in its income tax provision for the year ended December 31, 2017 , in accordance with its understanding of the Tax Act and guidance available on the date the financial statements were available to be issued. During the fourth quarter of 2018, the Company completed its assessment of the effects of the Tax Act, and no material changes to the provisional estimates were recorded during the year ended December 31, 2017. As a result of the Toll Charge, all previously unremitted earnings have now been subject to federal tax in the United States; however, the Company plans to, and has the ability to, indefinitely reinvest such earnings in their respective foreign jurisdictions; therefore, no additional tax liability such as state or withholding tax has been provided for on such earnings. Cumulative undistributed foreign earnings were approximately $1.3 million and $2.8 million as of December 31, 2018 and 2017, respectively. Tax Receivable Agreement and Reorganization Transactions As a result of the Reorganization Transactions, Pluralsight, Inc. became the sole managing member of Pluralsight Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Pluralsight Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pluralsight Holdings is passed through to and included in the taxable income or loss of its members, including Pluralsight, Inc. following the Reorganization Transactions, on a pro rata basis. In connection with the Reorganization Transactions, certain members of Pluralsight Holdings (“Former Members”) exchanged LLC Units for shares of Class A common stock of Pluralsight, Inc. As a result of this exchange, the Company acquired certain tax attributes held by the Former Members. Additionally, the Company could obtain future increases in its tax basis of the assets of Pluralsight Holdings when LLC Units are redeemed or exchanged by the Continuing Members. This increase in tax basis may have the effect of reducing the amounts paid in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On the date of the IPO, the Company entered into a Tax Receivable Agreement (“TRA”) with Continuing Members that provides for a payment to the Continuing Members of 85% of the amount of tax benefits, if any, that Pluralsight, Inc. realizes, or is deemed to realize as a result of redemptions or exchanges of LLC Units. The TRA provides that if (i) certain mergers or other forms of business combinations or changes of control occur or a plan of liquidation or sale of substantially all assets occurs; (ii) there is a material breach of any material obligations under the TRA; or (iii) the Company elects an early termination of the TRA, the TRA will terminate and the obligations under the TRA will accelerate and become due and payable, based on certain assumptions, including the assumption that the Company has sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any LLC units that have not been exchanged are deemed exchanged for the fair market value of the Company’s Class A common stock at the time of termination. During the year ended December 31, 2018, Continuing Members had exchanged 1,107,448 LLC Units for shares of Class A common stock. The Company has concluded that, based on applicable accounting standards, it is more-likely-than-not that its deferred tax assets subject to the TRA will not be realized; therefore, the Company has not recorded a TRA liability related to the tax savings it may realize from the utilization of deferred tax assets arising from the exchanges that have occurred through December 31, 2018. The total unrecorded TRA liability as of December 31, 2018 is approximately $5.5 million . As discussed in Note 9—Stockholders' Equity, the Company entered into the Rescission Transactions in September 2018, whereby the Rescinding Holders rescinded their exchange of LLC Units of Pluralsight Holdings for shares of Class A common stock. As a result of the Rescission Transactions, the Rescinding Holders are eligible to participate in the TRA. The TRA liability, if any, that may be owed to new TRA members as a result of the Rescission Transactions is not expected to be recorded until the tax benefits derived from future exchanges are more-likely-than-not to be realized. Uncertain Tax Positions The Company accounts for uncertainty in income taxes using a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination by the tax authority, including resolutions of any related appeals or litigation processes, based on technical merit. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position recognized is the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The following summarizes activity related to unrecognized tax benefits (in thousands): Year Ended December 31, 2016 2017 2018 Unrecognized benefit—beginning of the year $ 57 $ 568 $ 853 Gross increases—prior period positions 186 — — Gross increases—current period positions 325 285 424 Unrecognized benefit—end of period $ 568 $ 853 $ 1,277 Included in the balance of unrecognized tax benefits are $1.3 million of tax benefits that, if recognized, would affect the effective tax rate. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as a component of interest expense where applicable. As of December 31, 2017 and 2018, the Company had not accrued any interest related to unrecognized tax benefits. The reserves related to unrecognized tax benefits have been recorded as a reduction to the applicable deferred tax assets. The Company believes it is reasonably possible that foreign tax positions related to $1.1 million in unrecognized tax benefits may be resolved within the coming year, which could result in a decrease of up to $1.1 million in unrecognized tax benefits in the coming year. The Company files tax returns in the United States and in various foreign and state jurisdictions. Other than in one non-U.S. jurisdiction, the Company is not currently under audit by any taxing jurisdiction and with limited exception, the Company is no longer subject to income tax audits by federal, state, and foreign taxing authorities for years prior to 2012. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions (in thousands, except per share amounts): May 16, 2018 through December 31, 2018 Numerator: Net loss $ (85,924 ) Less: Net loss attributable to non-controlling interests (44,917 ) Net loss attributable to Pluralsight, Inc. $ (41,007 ) Denominator: Weighted-average common shares outstanding 63,119 Less: Weighted-average common shares subject to time-based vesting (279 ) Weighted-average common shares outstanding, basic and diluted 62,840 Net loss per share, basic and diluted $ (0.65 ) During the period from May 16, 2018 through December 31, 2018 , the Company incurred net losses and, therefore, the effect of the Company’s potentially dilutive securities were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share/unit totals with a potentially dilutive impact (in thousands): As of December 31, 2018 LLC Units held by Continuing Members 72,077 Stock options 5,144 RSUs of Pluralsight, Inc. 4,802 Restricted share units of Pluralsight Holdings 2,063 Shares issuable under ESPP 2,039 Total 86,125 |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company operates in a single operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the chief operating decision makers, who in the Company’s case are the Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assess performance. The chief operating decision makers evaluate the Company’s financial information and resources and assess the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenue by geographic region, based on the physical location of the customer, was as follows (dollars in thousands): Year Ended December 31, 2016 2017 2018 United States $ 85,159 $ 108,257 $ 148,439 United Kingdom 13,508 18,047 24,301 Other foreign locations 33,174 40,520 59,289 Total revenue $ 131,841 $ 166,824 $ 232,029 Percentage of revenue generated outside of the United States 35 % 35 % 36 % With the exception of the United Kingdom, no other foreign country accounted for 10% or more of revenue during the years ended December 31, 2016, 2017, and 2018. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan The Company sponsors a qualified 401(k) defined contribution plan, available to all qualified employees. This plan allows employees to contribute a portion of their pretax salary up to the legally mandated limit based on their jurisdiction. The Company made matching contributions to the plan totaling $1.2 million , $2.3 million , and $3.5 million for the years ended December 31, 2016, 2017, and 2018, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company utilizes an aircraft owned by the Company’s Chief Executive Officer on an as-needed basis. The Company has agreed to reimburse the Chief Executive Officer for use of the private aircraft for business purposes at an agreed upon hourly rate per flight hour. The Company accrued a total of $0.2 million during the year ended December 31, 2018 included within accrued expenses on the consolidated balance sheets. No amounts have been paid under the arrangement as of December 31, 2018. Tax Receivable Agreement On the date of the IPO, the Company entered into a TRA with Continuing Members that provides for a payment to the Continuing Members of 85% of the amount of tax benefits, if any, that Pluralsight, Inc. realizes, or is deemed to realize as a result of redemptions or exchanges of LLC Units. As discussed in Note 12—Income Taxes, no amounts were paid or payable to Continuing Members under the TRA as it is more-likely-than-not that the Company’s tax benefits obtained from exchanges subject to the TRA will not be realized. |
Subsequent Events (unaudited)
Subsequent Events (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events (unaudited) | Subsequent Events (unaudited) In February 2019, the Company funded a deposit account of $11.0 million on behalf of and for the benefit of its landlord to fulfill certain obligations to purchase tenant improvements for the Company’s future headquarters under construction. The deposit account will be classified as restricted cash on the Company’s consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The consolidated financial statements include the accounts of Pluralsight, Inc. and its directly and indirectly wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Consolidation | Pluralsight, Inc. consolidates the financial results of Pluralsight Holdings as a Variable Interest Entity (“VIE”). The Company periodically evaluates entities for consolidation either through ownership of a majority voting interest, or through means other than a voting interest, in accordance with the VIE accounting model. A VIE is an entity in which the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of such entity that most significantly impact such entity’s economic performance or the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to the determination of fair value of equity awards, the fair value of warrants to purchase common stock, useful lives of property and equipment, content library and intangible assets, provisions for doubtful accounts receivable and deferred revenue, accounting for business combinations, and impairment of long-lived and intangible assets, including goodwill, and certain accrued expenses, including author fees. These estimates and assumptions are based on the Company’s historical results and management’s future expectations. Actual results could differ from those estimates. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company deposits cash with high-credit-quality financial institutions, which, at times, may exceed federally insured amounts. The Company invests its cash equivalents in highly-rated money market funds. The Company has not experienced any losses on its deposits. The Company performs ongoing credit evaluations of its customers’ financial condition and will limit the amount of credit as deemed necessary, but currently does not require collateral from customers. No customer accounted for 10% or more of the net accounts receivable balance for the years ended December 31, 2017 or 2018. For the years ended December 31, 2016, 2017, and 2018 no customer accounted for 10% or more of total revenue. |
Cash and Cash Equivalents | Cash, Cash Equivalents, and Restricted Cash Cash consists of deposits with financial institutions, and cash equivalents consist of money market funds. The Company considers all highly-liquid investments with a maturity at the time of purchase of 90 days or less to be cash equivalents. Cash and cash equivalents that are restricted as to withdrawal or usage are presented as restricted cash on the consolidated balance sheets |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts owed to the Company for subscriptions to the Company’s platform. Accounts receivable balances are recorded at the invoiced amount and are non-interest-bearing. The Company maintains an allowance for doubtful accounts to reserve for potential uncollectible receivables. Allowances are made based upon a specific review of all significant outstanding invoices. For those invoices not specifically reserved, allowances may be provided based upon a percentage of aged outstanding invoices. In determining these percentages, the Company analyzes its historical collection experience and current economic trends. For invoice amounts that are determined to be uncollectible that have not been recognized as revenue, the Company records an allowance for doubtful accounts and a corresponding allowance for deferred revenue. Included in this allowance for doubtful accounts was $0.5 million , $0.9 million , and $1.2 million as of December 31, 2016, 2017, and 2018, respectively, that was also recorded in the allowance for deferred revenue. The Company writes off accounts receivable balances to the allowance for doubtful accounts when the Company has exhausted collection efforts without success. Accounts receivable balances are considered past due when not paid in accordance with the contractual terms of the related arrangement. The Company does not have any off-balance sheet credit exposure relating to its customers. The following is a roll-forward of the Company’s allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2017 2018 Balance, beginning of period $ 167 $ 708 $ 1,552 Provision for doubtful accounts 89 479 675 Provision for accounts in deferred revenue 842 767 1,510 Accounts written-off, net of recoveries (390 ) (402 ) (1,236 ) Balance, end of period $ 708 $ 1,552 $ 2,501 |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Repairs and maintenance costs are expensed as incurred as repairs and maintenance do not extend the useful life or improve the related assets. Depreciation and amortization, including amortization of leasehold improvements, is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful life of each asset category is as follows: Estimated Useful Life Computer equipment 3-5 years Purchased software 1-5 years Internal-use software 1-3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of remaining lease term or estimated useful life Buildings 27-30 years The Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets (or asset group) may not be recoverable. An impairment loss is recognized when the total of estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. There was no impairment of property and equipment during the years ended December 31, 2016, 2017, and 2018. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes certain development costs incurred in connection with the development of its platform and software used in operations. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the development stage, internal and external costs of application development are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. The Company capitalized costs of $3.2 million , $3.4 million , and $5.9 million for the years ended December 31, 2016, 2017, and 2018, respectively, which were included in property and equipment. Maintenance and training costs are expensed as incurred. |
Leases | Leases The Company categorizes leases at their inception as either operating or capital leases. On certain of the Company’s lease agreements, the Company may receive tenant improvement allowances, rent holidays, and other incentives. Rent expense is recorded on a straight-line basis over the term of the lease and is included in operating expenses. The difference between rent expense recognized and amounts paid under the lease agreement is recorded as deferred rent and is included in other liabilities on the consolidated balance sheets. For build-to-suit lease arrangements, the Company evaluates the extent of its financial and operational involvement during the construction period to determine whether it is considered the owner of the construction project for accounting purposes. When the Company is considered the owner of a construction project under lease accounting guidance, the Company records the fair value of the building as the building is constructed with a corresponding facility financing obligation. Improvements to the facility during the construction project are capitalized. Lessor-afforded incentives are classified as deemed landlord financing proceeds and are included in the facility financing obligation. During the construction period, the Company estimates and records ground rent expense based on the estimated fair value of the land and an estimated incremental borrowing rate. At the end of the construction period, the Company evaluates whether it remains the owner of the building based on its ongoing involvement in the leased property. If deemed the owner of the facility following construction completion, the Company allocates rent payments to ground rent expense, reductions of the facility financing obligation, and interest expense recognized on the outstanding obligation. To the extent gross future payments do not equal the recorded liability, the liability is settled upon return of the facility to the lessor. |
Content Library, Intangible Assets, and Goodwill | Content Library, Intangible Assets, and Goodwill The content library assets have been acquired from the Company’s network of independent authors (course creation costs) and through various business combinations. The Company amortizes the content library and other intangible assets acquired in business combinations on a straight-line basis over their estimated useful lives, which is generally five years . Periodically the Company assesses potential impairment of its long-lived assets, which include the content library and intangible assets. The Company performs an impairment review whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future results of operations, significant changes in the manner of its use of acquired assets or its overall business strategy, and significant industry or economic trends. When the Company determines that the carrying value of a long-lived asset (or asset group) may not be recoverable based upon the existence of one or more of the above indicators, the Company determines the recoverability by comparing the carrying amount of the asset to the net future undiscounted cash flows that the asset is expected to generate and recognizes an impairment charge equal to the amount by which the carrying amount exceeds the fair value of the asset. Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. The Company tests goodwill for impairment annually as of October 1, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of its sole reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, then the Company performs a quantitative analysis by comparing the book value of net assets to the fair value of the reporting unit. If the fair value is determined to be less than the book value, an impairment charge is recorded. In assessing the qualitative factors, the Company considers the impact of certain key factors including macroeconomic conditions, industry and market considerations, management turnover, changes in regulation, litigation matters, changes in enterprise value and overall financial performance. As a result of its most recent annual qualitative assessment, the Company concluded that it is more-likely-than-not that the fair value of the Company’s sole reporting unit is greater than its carrying amount. There were no impairments of goodwill or intangible assets, including the content library, during the years ended December 31, 2016, 2017, and 2018. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs are capitalized, and consist of legal, consulting, banking, and accounting fees directly attributable to the IPO. As of December 31, 2018 , the Company reclassified $7.4 million of offering costs into stockholders’ equity as a reduction of the net proceeds received from the IPO. As of December 31, 2017, the Company had capitalized deferred offering costs of $2.0 million , which were included in other assets within the consolidated balance sheets. No amounts were capitalized as of December 31, 2018. |
Business Combinations | Business Combinations The Company includes the results of operations of the businesses that it acquires as of the respective dates of acquisition. The Company allocates the fair value of the purchase price of its acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. The determination of the value and useful lives of the intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the appropriate weighted average cost of capital. |
Revenue Recognition | Revenue Recognition The Company derives substantially all of its revenue from subscription services (which include support services) from providing customers access to its platform. A small portion of the Company’s revenue is derived from providing professional services, which generally consist of content creation or other consulting services. The Company commences revenue recognition when all of the following conditions are met: (i) persuasive evidence of an arrangement exists; (ii) services are provided to the customer; (iii) the amount of fees to be paid by the customer are fixed or determinable; and (iv) collection is reasonably assured. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform and, as a result, are accounted for as service arrangements. Revenue for subscription fees are recognized ratably over the subscription term, which typically varies from one month to three years , and begins on the date access to the platform is made available to the customer. Professional services are generally billed on a fixed-fee basis and are recognized as services are completed, provided the other revenue recognition criteria are met. The Company’s arrangements are generally noncancellable and nonrefundable. Taxes collected from customers are excluded from revenue. For arrangements with multiple deliverables, the Company evaluates whether the individual deliverables qualify as separate units of accounting. In order to treat deliverables in a multiple-element arrangement as separate units of accounting, the deliverables must have standalone value upon delivery and, in situations in which a general right of return exists for the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the control of the Company. The Company’s professional services have standalone value because the Company has routinely sold these services separately. The Company’s subscription services have standalone value as the Company routinely sells subscriptions separately. Customers have no general rights of return for delivered items. If the deliverables have stand-alone value upon delivery, the Company accounts for each deliverable separately, and revenue is recognized for the respective deliverables as they are delivered based on the relative selling price, which the Company determines by using the best estimate of selling price, as neither vendor-specific objective evidence nor third-party evidence is available. The Company has determined its best estimate of selling price for its deliverables based on customer size, the size and volume of its transactions, overarching pricing objectives and strategies, market and industry conditions, product-specific factors, historical sales of the deliverables, and discounting practices. |
Deferred Revenue | Deferred Revenue Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above, including amounts billed to customers in accordance with the terms of the underlying contracts where the service period has not yet commenced but will commence in the near future. Deferred revenue is released to revenue as the recognition criteria are met. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as non-current deferred revenue. |
Cost of Revenue | Cost of Revenue Cost of revenue includes certain direct costs associated with delivering the Company’s platform and includes costs for author fees, amortization of the Company’s content library, hosting and delivery fees, merchant processing fees, depreciation of capitalized software development costs for internal-use software, employee-related costs, including equity-based compensation expense associated with the Company’s customer support organization, and third-party transcription costs. |
Technology and Content | Technology and Content Technology costs consist principally of research and development activities including personnel costs, consulting services, and other costs associated with product development efforts. Content costs consist principally of personnel costs and other activities directly related to content acquisition, course production, and curriculum direction. Technology and content costs are expensed as incurred, except for certain costs relating to the development of internal-use software, including software used to upgrade and enhance the Company’s platform and applications supporting its business, which are capitalized and amortized over the estimated useful lives of one to three years . |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. The Company recorded advertising costs of $12.0 million , $14.5 million , and $12.4 million , for the years ended December 31, 2016, 2017, and 2018, respectively. |
Equity-Based Compensation | Equity-Based Compensation The Company incurs equity-based compensation expense primarily from restricted stock units (“RSUs”), stock options, purchase rights issued under the Employee Stock Purchase Plan (“ESPP”), and unvested LLC Units of Pluralsight Holdings. Equity awards to employees are measured and recognized in the consolidated financial statements based on the fair value of the award on the grant date. For time-based awards, the fair value of the award on the grant date is expensed on a straight-line basis over the requisite service period of the award. For awards subject to performance conditions, the Company records expense when the performance condition becomes probable. The Company records forfeitures related to equity-based compensation for its awards based on actual forfeitures as they occur. The grant date fair value of RSUs is determined using the market closing price of Pluralsight, Inc.’s Class A common stock on the date of grant. RSUs granted prior to the IPO vest upon the satisfaction of both a service condition and a liquidity condition. The liquidity condition was satisfied by the IPO, following the expiration of the lock-up period, which occurred in November 2018. Awards granted subsequent to the IPO are not subject to the liquidity condition. Prior to the IPO, the Company had not recorded any equity-based compensation expense associated with the RSUs as the liquidity condition was not deemed probable. Following the completion of the IPO, the Company recorded a cumulative adjustment to equity-based compensation expense totaling $7.8 million . The remaining unrecognized equity-based compensation expense related to RSUs will be recognized over the remaining requisite service period, using the straight-line attribution method. In connection with the IPO, the Company granted stock options to purchase shares of Class A common stock to certain employees. Equity-based compensation expense for Class A common stock options granted to employees is recognized based on the fair value of the awards granted, determined using the Black-Scholes option pricing model. Equity-based compensation expense is recognized as expense on a straight-line basis over the requisite service period. Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes option pricing model fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized following the straight-line attribution method over the offering period. The Black-Scholes option pricing model is affected by the share price and a number of assumptions, including the award’s expected life, risk-free interest rate, the expected volatility of the underlying stock, and expected dividends. The assumptions used in the Black Scholes pricing model are estimated as follows: • Fair Value of Common Stock: The Company determines the fair value of common stock as of each grant date using the market closing price of Pluralsight, Inc.’s Class A common stock on the date of grant. • Risk-free Interest Rate: The risk-free interest rate is derived from the implied yield available on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options. • Expected Term: The expected term is estimated using the simplified method due to a lack of historical exercise activity for the Company. The simplified method calculates the expected term as the mid-point between the vesting date and the contractual expiration date of the award. For the ESPP, the Company uses the period from the beginning of the offering period to the end of each purchase period. • Volatility: The price volatility factor is based on the historical volatilities of comparable companies as the Company does not have sufficient trading history for its common stock. To determine comparable companies, the Company considers public enterprise cloud-based application providers and selects those that are similar in size, stage of life cycle, and financial leverage. The Company will continue to use this process until a sufficient amount of historical information regarding volatility becomes available, or until circumstances change such that the identified companies are no longer relevant, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation. • Dividend Yield: The Company has not and does not expect to pay dividends for the foreseeable future. The Company also records equity-based compensation expense when the Company or a holder of an economic interest in the Company purchases shares from an employee for an amount in excess of the fair value of the shares at the time of purchase. The Company recognizes any excess value transferred in these transactions as equity-based compensation expense in the consolidated statement of operations. |
Non-Controlling Interests | Non-Controlling Interests The non-controlling interests balance represents the economic interests of LLC Units of Pluralsight Holdings held by Continuing Members, based on the portion of LLC Units owned by Continuing Members. Income or loss is attributed to the non-controlling interests based on the weighted-average LLC Units outstanding during the period, excluding LLC Units that are subject to time-based vesting requirements. As of December 31, 2018 , the non-controlling interests owned 51.4% of the vested LLC Units outstanding. The non-controlling interests’ ownership percentage can fluctuate over time as LLC Units vest and as Continuing Members elect to exchange LLC Units for Class A common stock of Pluralsight, Inc. |
Foreign Currency | Foreign Currency The functional currency of the Company’s international subsidiaries is the local currency. For those subsidiaries, expenses denominated in the functional currency are translated into U.S. dollars using average exchange rates in effect during the period, and assets and liabilities are translated using period-end exchange rates. The foreign currency translation adjustments are included in accumulated other comprehensive (loss) income as a component of members’ deficit. Foreign currency transaction gains or losses are recorded in other income, net. |
Income Taxes | Income Taxes As a result of the Reorganization Transactions, Pluralsight, Inc. became the sole managing member of Pluralsight Holdings, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Pluralsight Holdings is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Pluralsight Holdings is passed through to and included in the taxable income or loss of its members, including Pluralsight, Inc. following the Reorganization Transactions, on a pro rata basis. Pluralsight, Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of Pluralsight Holdings following the Reorganization Transactions. The Company is also subject to taxes in foreign jurisdictions. The Company records a provision for income taxes for the anticipated tax of its reported results of operations using the asset and liability method. Deferred income taxes are recognized by applying the enacted tax rates expected to be in effect in future years to the differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases as well as net operating losses and tax credit carryforwards. The measurement of deferred tax assets is reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company does not recognize certain tax benefits from uncertain tax positions within the provision for income taxes. A tax benefit is recognized only if it is more likely than not that the tax position will be sustained on examination by taxing authorities based on the technical merits of the position. For such positions, the largest benefit that has a greater than 50% likelihood of being realized upon settlement is recognized in the financial statements. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing net loss attributable to Pluralsight, Inc. for the period following the Reorganization Transactions by the weighted-average number of shares of Class A common shares outstanding during the same period after giving effect to weighted-average shares of Class A common stock that remain subject to time-based vesting requirements. Diluted net loss per share is computed giving effect to all potential weighted-average dilutive shares for the period following the Reorganization Transactions including LLC Units held by Continuing Members that are convertible into Class A common stock, stock options, RSUs, warrants to purchase Class A common stock, and shares issuable under the ESPP for the period after the Reorganization Transactions. The dilutive effect of outstanding awards, if any, is reflected in diluted earnings per share by application of the treasury stock method or if-converted method, as applicable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company meets the definition of an emerging growth company. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period. As a result, the Company’s financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in the ASU. The ASU is effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. During the first quarter of 2018, the Company adopted the ASU prospectively. The adoption of the ASU had no material effect on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. For public business entities that are SEC filers, the ASU is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. For public business entities that are not SEC filers, the ASU is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. For all other entities, the ASU is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. The Company early adopted this ASU for its annual goodwill impairment test as of October 1, 2018. The adoption had no material effect on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The new guidance is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company early adopted this standard as of January 1, 2018. The adoption had no impact on the consolidated financial statements as of the date of adoption or for the year ended December 31, 2018. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This update clarifies how certain cash flows should be classified with the objective of reducing the existing diversity in practice. This update is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The amendments in this ASU should be applied using a retrospective transition method to each period presented. Among other provisions, the ASU requires that cash payments for certain debt prepayment or debt extinguishment costs be classified as cash outflows for financing activities. The Company early adopted the standard during the second quarter of 2018. As a result of the adoption, the Company recorded $2.2 million in payments of debt extinguishment costs within financing activities on the consolidated statements of cash flows for the year ended December 31, 2018 . The retrospective adoption had no material effect on any prior periods. Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the accounting for implementation costs incurred in a hosting arrangement that is a service contract with the accounting for implementation costs incurred to develop or obtain internal-use software under ASC 350-40, in order to determine which costs to capitalize and recognize as an asset. The new guidance is effective for public business entities for annual periods beginning after December 15, 2019, including interim periods within those periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities. The Company is currently in the process of evaluating the impact of new guidance on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities to require that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down. The measurement of credit losses for newly recognized financial assets and subsequent changes in the allowance for credit losses are recorded in the statements of operations. For public business entities that meet the definition of an SEC filer, it is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 15, 2020. The Company is currently evaluating the potential impact of this standard on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. For public business entities, the ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2018. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. As the Company has elected to use the extended transition period available to emerging growth companies, the Company does not anticipate adopting the standard until the fiscal year ended December 31, 2020. The Company is currently evaluating the potential changes from this ASU to its future financial reporting and disclosures. As part of its preliminary assessment, the Company expects to record right-of-use assets and lease liabilities for its operating leases as a result of adopting the standard. While the Company continues to assess all potential impacts under the new standard, including the areas described above, the Company does not know or cannot reasonably estimate quantitative information related to the impact of the adoption of the new standard on its consolidated financial statements at this time. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) , which supersedes nearly all existing revenue recognition guidance. The core principle behind ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. To achieve this core principle, the ASU provides a model, which involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction prices to the performance obligations in the contract, and recognizing revenue when (or as) the entity satisfies the performance obligations. The standard also provides guidance on the recognition of costs related to obtaining customer contracts. The ASU permits adoption either by using a full retrospective approach, in which all comparative periods are presented in accordance with the new standard, or a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. The standard is effective for the Company on January 1, 2019. The Company will adopt the standard using the modified retrospective adoption method applied to those contracts which were not completed as of that date. Upon adoption, the Company will recognize the cumulative effect of adopting this guidance as an adjustment to the opening balance of accumulated deficit. Prior periods will not be retrospectively adjusted. The Company does not expect a material impact on its revenue upon adoption. Under the current revenue recognition guidance, the Company limits the amount of revenue recognition for delivered elements to the amount that is not contingent on the delivery of future services. Under the new standard, this limitation is removed, which will result in an acceleration of revenue for certain contracts. The cumulative effect of the new revenue policy on the Company’s opening balance sheet as of January 1, 2019 is expected to decrease accumulated deficit by approximately $0.4 million , with a corresponding decrease in deferred revenue of approximately $0.4 million . The Company has also considered the impact of the standard’s requirements with respect to the capitalization and amortization of incremental costs of obtaining a contract. Under the Company’s current accounting policy, sales commissions and other incremental costs of obtaining a contract are expensed as incurred. The new standard requires the capitalization of all incremental costs that are incurred to obtain a contract with a customer that would not have been incurred if the contract had not been obtained, provided the Company expects to recover those costs. As a result of this standard, the Company expects to capitalize certain sales commissions and other incremental costs of obtaining a contract and amortize those costs over the expected period of benefit. The expected period of benefit for sales commissions paid upon obtaining initial contracts with customers is four years , while the expected period of benefit for commissions paid related renewal contracts is estimated to be 18 months . The cumulative effect of the new commissions policy on the Company’s opening balance sheet as of January 1, 2019 is expected to decrease accumulated deficit by approximately $20.2 million with a corresponding increase to deferred commissions. In addition, the standard will require additional financial statement disclosures, including additional disclosures for the disaggregation of revenue, contract balances, and performance obligations. The Company is in the process of implementing the necessary changes to its accounting policies, processes, internal controls and information systems that will be required to meet the new revenue standard’s ongoing reporting and disclosure requirements. |
Fair Value Measurements | The Company also records equity-based compensation expense when the Company or a holder of an economic interest in the Company purchases shares from an employee for an amount in excess of the fair value of the shares at the time of purchase. The Company recognizes any excess value transferred in these transactions as equity-based compensation expense in the consolidated statement of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The following is a roll-forward of the Company’s allowance for doubtful accounts (in thousands): Year Ended December 31, 2016 2017 2018 Balance, beginning of period $ 167 $ 708 $ 1,552 Provision for doubtful accounts 89 479 675 Provision for accounts in deferred revenue 842 767 1,510 Accounts written-off, net of recoveries (390 ) (402 ) (1,236 ) Balance, end of period $ 708 $ 1,552 $ 2,501 |
Schedule of Property and Equipment | The estimated useful life of each asset category is as follows: Estimated Useful Life Computer equipment 3-5 years Purchased software 1-5 years Internal-use software 1-3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of remaining lease term or estimated useful life Buildings 27-30 years Property and equipment, net consisted of the following (in thousands): As of December 31, 2017 2018 Computer equipment $ 7,482 $ 9,369 Software 1,982 2,031 Capitalized internal-use software costs 8,631 13,880 Furniture and fixtures 5,234 5,478 Buildings 11,251 11,251 Leasehold improvements 1,324 1,490 Construction in progress 587 1,671 Build-to-suit lease asset under construction — 8,281 Total property and equipment 36,491 53,451 Less: Accumulated depreciation (14,034 ) (21,810 ) Property and equipment, net $ 22,457 $ 31,641 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair value of the Company’s financial instruments were as follows (in thousands): As of December 31, 2017 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 25,146 $ — $ — $ 25,146 As of December 31, 2018 Level 1 Level 2 Level 3 Total Cash and cash equivalents: Money market funds $ 185,405 $ — $ — $ 185,405 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of December 31, 2017 2018 Prepaid expenses $ 4,586 $ 7,931 Other current assets 539 392 Prepaid expenses and other current assets $ 5,125 $ 8,323 |
Schedule of Property and Equipment | The estimated useful life of each asset category is as follows: Estimated Useful Life Computer equipment 3-5 years Purchased software 1-5 years Internal-use software 1-3 years Furniture and fixtures 5-7 years Leasehold improvements Shorter of remaining lease term or estimated useful life Buildings 27-30 years Property and equipment, net consisted of the following (in thousands): As of December 31, 2017 2018 Computer equipment $ 7,482 $ 9,369 Software 1,982 2,031 Capitalized internal-use software costs 8,631 13,880 Furniture and fixtures 5,234 5,478 Buildings 11,251 11,251 Leasehold improvements 1,324 1,490 Construction in progress 587 1,671 Build-to-suit lease asset under construction — 8,281 Total property and equipment 36,491 53,451 Less: Accumulated depreciation (14,034 ) (21,810 ) Property and equipment, net $ 22,457 $ 31,641 |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): As of December 31, 2017 2018 Accrued compensation $ 18,568 $ 22,285 Accrued income and other taxes payable 3,492 5,408 Accrued other current liabilities 4,454 4,354 Accrued expenses $ 26,514 $ 32,047 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are summarized as follows (dollars in thousands): As of December 31, 2017 Weighted Average Gross Accumulated Net Book Content library: Acquired content library 2.4 $ 32,835 $ 24,643 $ 8,192 Course creation costs 3.8 10,640 5,391 5,249 Total $ 43,475 $ 30,034 $ 13,441 Intangible assets: Technology 4.5 $ 4,500 $ 2,080 $ 2,420 Trademarks 4.8 1,162 773 389 Noncompetition agreements 0.8 390 390 — Customer relationships 0.8 2,750 2,750 — Database — 40 40 — Domain names Indefinite 45 — 45 Total $ 8,887 $ 6,033 $ 2,854 As of December 31, 2018 Weighted Average Gross Accumulated Net Book Content library: Acquired content library 0.5 $ 32,835 $ 32,229 $ 606 Course creation costs 3.5 13,552 7,108 6,444 Total $ 46,387 $ 39,337 $ 7,050 Intangible assets: Technology 2.6 $ 4,500 $ 2,786 $ 1,714 Trademarks — 162 162 — Noncompetition agreements — 390 390 — Customer relationships — 2,750 2,750 — Database — 40 40 — Domain names Indefinite 45 — 45 Total $ 7,887 $ 6,128 $ 1,759 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets are summarized as follows (dollars in thousands): As of December 31, 2017 Weighted Average Gross Accumulated Net Book Content library: Acquired content library 2.4 $ 32,835 $ 24,643 $ 8,192 Course creation costs 3.8 10,640 5,391 5,249 Total $ 43,475 $ 30,034 $ 13,441 Intangible assets: Technology 4.5 $ 4,500 $ 2,080 $ 2,420 Trademarks 4.8 1,162 773 389 Noncompetition agreements 0.8 390 390 — Customer relationships 0.8 2,750 2,750 — Database — 40 40 — Domain names Indefinite 45 — 45 Total $ 8,887 $ 6,033 $ 2,854 As of December 31, 2018 Weighted Average Gross Accumulated Net Book Content library: Acquired content library 0.5 $ 32,835 $ 32,229 $ 606 Course creation costs 3.5 13,552 7,108 6,444 Total $ 46,387 $ 39,337 $ 7,050 Intangible assets: Technology 2.6 $ 4,500 $ 2,786 $ 1,714 Trademarks — 162 162 — Noncompetition agreements — 390 390 — Customer relationships — 2,750 2,750 — Database — 40 40 — Domain names Indefinite 45 — 45 Total $ 7,887 $ 6,128 $ 1,759 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on the recorded intangible assets at December 31, 2018, estimated amortization expense is expected to be as follows (in thousands): Year Ending December 31, Amortization Expense 2019 $ 3,371 2020 2,358 2021 1,781 2022 894 2023 360 Total $ 8,764 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt consisted of the following (in thousands): As of December 31, 2017 Principal borrowings outstanding $ 116,620 Less: Debt issuance costs, net of amortization (583 ) Net carrying amount $ 116,037 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | At December 31, 2018 , future minimum lease payments, including lease payments for the Company’s facilities in Farmington, Utah, and lease payments for the Company’s future headquarters in Draper, Utah were as follows (in thousands): Year Ending December 31, 2019 $ 5,948 2020 7,466 2021 9,879 2022 9,871 2023 9,861 Thereafter 99,324 Less: Sublease rental income (238 ) Total future minimum lease payments $ 142,111 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Preferred Units | The number of authorized and outstanding Preferred Units of Pluralsight Holdings was as follows: As of December 31, 2017 Authorized Outstanding Series A 27,500,000 27,500,000 Series B 17,716,286 17,716,286 Series C 3,231,594 3,231,594 Total 48,447,880 48,447,880 The net carrying value of Preferred Units consisted of the following (in thousands): As of December 31, 2017 Series A $ 236,225 Series B 139,194 Series C 30,347 Total $ 405,766 The liquidation preference (in thousands), original issue price per unit, and conversion rates of the Preferred Units, in order of liquidation preference, as of December 31, 2017, was: Liquidation Preference Original Issue Price Conversion Ratio Series A $ 27,500 $ 1.00 1:1 Series B 139,250 7.86 1:1 Series C 30,442 9.42 1:1 Total liquidation preference $ 197,192 |
Schedule of Common Units | Prior to the Reorganization Transactions, the number of authorized and outstanding common units of Pluralsight Holdings was as follows: As of December 31, 2017 Authorized Outstanding Class A common units 112,556,982 35,446,574 Class B common units 15,961,071 12,961,071 Total 128,518,053 48,407,645 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Ownership of the LLC Units | The ownership of the LLC Units is summarized as follows: As of December 31, 2018 Units Ownership % Pluralsight, Inc.'s ownership of LLC Units 65,191,907 48.6 % LLC Units owned by the Continuing Members (1) 68,881,732 51.4 % 134,073,639 100.0 % ________________ (1) Excludes 3,195,322 LLC Units still subject to time-based vesting requirements. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | The number of authorized and outstanding incentive units outstanding for periods prior to the IPO was as follows: As of December 31, 2017 Authorized Outstanding Incentive units 16,229,445 15,791,871 Class A incentive units 3,000,000 — Class B incentive units 3,000,000 3,000,000 Total 22,229,445 18,791,871 |
Schedule of Share-based Compensation, Performance Shares Award Activity | The number and weighted-average grant date fair value for unvested incentive units granted and outstanding was as follows: Incentive Units Weighted- Average Grant Date Fair Value Incentive units: Unvested units outstanding at January 1, 2016 4,649,737 $ 2.16 Granted 4,338,813 3.66 Vested (2,768,549 ) 1.93 Forfeited or cancelled (543,209 ) 3.03 Unvested units outstanding at December 31, 2016 5,676,792 3.34 Granted 2,462,220 4.07 Vested (2,441,133 ) 3.11 Forfeited or cancelled (87,229 ) 3.23 Unvested units outstanding at December 31, 2017 5,610,650 3.76 Vested (500,749 ) 3.66 Forfeited or cancelled (8,182 ) 3.20 Incentive units converted or exchanged in connection with the IPO (5,101,719 ) 3.77 Unvested units outstanding at December 31, 2018 — $ — Class B incentive units: Unvested units outstanding at December 31, 2016 — $ — Granted 3,000,000 6.05 Unvested units outstanding at December 31, 2017 3,000,000 6.05 Incentive units converted or exchanged in connection with the IPO (3,000,000 ) 6.05 Unvested units outstanding at December 31, 2018 — $ — The following table summarizes the Class B incentive unit activity for the years ended December 31, 2017 and 2018: Number of Units Weighted- Average Threshold Price Weighted Average Catch-up Price Aggregate Intrinsic Value (1) (in millions) Class B incentive units: Class B incentive units outstanding at December 31, 2016 — $ — $ — Class B incentive units granted 3,000,000 9.42 2.64 Class B incentive units outstanding at December 31, 2017 3,000,000 9.42 2.64 $ 5.2 Class B incentive units converted or exchanged in connection with the IPO (3,000,000 ) 9.42 2.64 Class B incentive units outstanding at December 31, 2018 — $ — $ — $ — ________________ (1) Aggregate intrinsic value is calculated as the difference between the fair value of the common unit on December 31, 2017 and the threshold price less the catch-up price. The following table summarizes the incentive unit activity for the years ended December 31, 2016, 2017 and 2018: Number of Units Weighted- Average Threshold Price Weighted- Average Catch-up Price Aggregate Intrinsic Value (1) (in millions) Incentive units: Incentive units outstanding at January 1, 2016 10,557,437 $ 4.34 $ 2.43 Incentive units granted 4,338,813 9.42 4.06 Incentive units redeemed (353,357 ) 1.00 — Incentive units forfeited or cancelled (543,209 ) 7.43 4.42 Incentive units outstanding at December 31, 2016 13,999,684 5.88 2.92 $ 42.0 Incentive units granted 2,462,220 9.42 3.03 Incentive units redeemed (582,804 ) 3.54 1.78 Incentive units forfeited or cancelled (87,229 ) 7.97 4.75 Incentive units outstanding at December 31, 2017 15,791,871 6.50 2.97 77.0 Incentive units forfeited or cancelled (8,182 ) 7.86 4.81 Incentive units converted or exchanged in connection with the IPO (15,783,689 ) 6.50 2.97 Incentive units outstanding at December 31, 2018 — $ — $ — $ — Incentive units vested—December 31, 2016 8,322,892 $ 4.02 $ 2.39 $ 35.8 Incentive units vested—December 31, 2017 10,181,221 $ 4.98 $ 2.65 $ 61.9 ________________ (1) Aggregate intrinsic value is calculated as the difference between the fair value of the common unit on December 31, 2016 and 2017, respectively, and the threshold price less the catch-up price. The number of incentive units outstanding and vested, including Class B incentive units, at the respective threshold price and catch-up price per unit was as follows: As of December 31, 2017 Incentive Units Outstanding Incentive Units Vested Threshold Price Number of Weighted Number of Weighted $1.00 4,400,988 $ — 4,400,988 $ — 1.20 270,593 — 270,593 — 7.86 4,354,669 5.04 3,796,845 5.29 9.42 9,765,621 3.36 1,712,795 4.06 18,791,871 $ 2.92 10,181,221 $ 2.65 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The range of assumptions that were used in estimating the grant date fair value of incentive units under the OPM method were as follows: Year Ended December 31, 2016 2017 Dividend yield None None Volatility 55.00%—60.00% 55.00% Risk-free interest rate 0.60%—1.20% 1.20%—1.80% Expected term (years) 1.8—2.0 1.3—1.8 |
Share-based Compensation, Stock Options, Activity | The following table summarizes the stock option activity for the year ended December 31, 2018: Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in millions) Outstanding as of December 31, 2017 — Granted 5,236,155 $ 15.00 Exercised (81,833 ) 15.00 Forfeited or cancelled (10,610 ) 15.00 Outstanding as of December 31, 2018 5,143,712 $ 15.00 9.4 $ 44.0 Vested and exercisable as of December 31, 2018 1,224,563 $ 15.00 9.4 $ 10.5 The shares of unvested Class A common stock following the exchange of unvested incentive units are summarized as follows: Unvested Shares Weighted- Average Grant Date Fair Value Unvested Class A common shares outstanding following the Reorganization Transactions 605,390 $ 6.55 Vested (237,530 ) 8.40 Effect of the Rescission Transactions (367,860 ) 5.35 Unvested Class A common shares outstanding—December 31, 2018 — $ — The shares of unvested LLC Units following the conversion of unvested incentive units are summarized as follows: Unvested Units Weighted- Average Grant Date Fair Value Unvested LLC Units outstanding following the Reorganization Transactions 3,942,674 $ 7.73 Effect of the Rescission Transactions 605,390 6.55 Cancelled (4,460 ) 3.68 Vested (1,348,282 ) 7.47 Unvested LLC Units outstanding—December 31, 2018 3,195,322 $ 7.63 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The grant date fair value of the stock options was determined using the Black Scholes model with the following assumptions: Dividend yield None Volatility 55.00% Risk-free interest rate 2.97% Expected term (years) 5.63 |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The activity for RSUs of Pluralsight, Inc. and restricted share units of Pluralsight Holdings for the years ended December 31, 2017 and 2018 was as follows: Number of RSUs or Units Weighted-Average Grant Date Fair Value RSUs of Pluralsight, Inc.: Balance at December 31, 2016 — $ — Granted 2,413,300 7.04 Forfeited or cancelled (234,850 ) 6.80 Balance at December 31, 2017 2,178,450 7.06 Granted 3,657,656 12.52 Forfeited or cancelled (289,370 ) 8.19 Vested (745,200 ) 7.29 Balance at December 31, 2018 4,801,536 $ 11.11 Restricted Share Units of Pluralsight Holdings: Balance at December 31, 2016 — $ — Granted 3,000,000 8.24 Balance at December 31, 2017 3,000,000 8.24 Vested (937,500 ) 8.24 Balance at December 31, 2018 2,062,500 $ 8.24 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The fair value of the purchase right for the ESPP is estimated on the date of grant using the Black-Scholes model with the following assumptions for the year ended December 31, 2018: Dividend yield None Volatility 55.00%—65.00% Risk-free interest rate 2.05%—2.80% Expected term (years) 0.5—2.0 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Equity-based compensation expense was classified as follows in the accompanying consolidated statements of operations (in thousands): Year Ended December 31, 2016 2017 2018 Cost of revenue $ 20 $ 20 $ 140 Sales and marketing 1,462 2,624 14,330 Technology and content 2,050 1,966 8,747 General and administrative 2,206 17,171 31,086 Total equity-based compensation $ 5,738 $ 21,781 $ 54,303 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Loss before income taxes was as follows (in thousands): Year Ended December 31, 2016 2017 2018 Domestic $ (20,466 ) $ (96,814 ) $ (130,144 ) Foreign 348 602 2,224 Total $ (20,118 ) $ (96,212 ) $ (127,920 ) |
Schedule of Components of Income Tax Expense (Benefit) | Provision for income taxes consisted of the following components (in thousands): Year Ended December 31, 2016 2017 2018 Current: State $ 15 $ 10 $ 26 Foreign 479 397 890 Total current tax expense $ 494 $ 407 $ 916 Deferred: State $ — $ — $ — Foreign — (83 ) (252 ) Total deferred tax benefit $ — $ (83 ) $ (252 ) Provision for income taxes $ 494 $ 324 $ 664 |
Schedule of Effective Income Tax Rate Reconciliation | The following reconciles the differences between the federal statutory income tax rate in effect in each year to the Company’s effective tax rate: Year Ended December 31, 2016 2017 2018 Statutory federal tax rate 34.0 % 34.0 % 21.0 % Rate benefit from flow-through entity (33.6 ) (33.8 ) — Loss attributable to non-controlling interests — — (10.9 ) Effect of income tax rate change — (1.8 ) — Change in valuation allowance (3.3 ) 1.4 (10.7 ) Foreign taxes (2.4 ) (0.3 ) (0.1 ) Effect of excess tax benefits relating to equity-based compensation 2.5 — — Research and development credit 0.4 — 0.2 State tax, net of federal tax effect (0.1 ) — 0.9 Other — 0.2 (0.9 ) Effective tax rate (2.5 )% (0.3 )% (0.5 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of December 31, 2017 2018 Deferred tax assets: Net operating loss carryforwards $ 3,189 $ 18,591 Partnership outside basis difference 164 39,133 Research and development credits 151 573 Compensation and benefits — 324 Other 84 — Less valuation allowance (3,044 ) (57,957 ) Total deferred tax assets 544 664 Deferred tax liabilities: Content library and intangible assets (461 ) (343 ) Total deferred tax liabilities (461 ) (343 ) Net deferred tax assets $ 83 $ 321 |
Summary of Income Tax Contingencies | The following summarizes activity related to unrecognized tax benefits (in thousands): Year Ended December 31, 2016 2017 2018 Unrecognized benefit—beginning of the year $ 57 $ 568 $ 853 Gross increases—prior period positions 186 — — Gross increases—current period positions 325 285 424 Unrecognized benefit—end of period $ 568 $ 853 $ 1,277 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the calculation of basic and diluted net loss per share for the periods following the Reorganization Transactions (in thousands, except per share amounts): May 16, 2018 through December 31, 2018 Numerator: Net loss $ (85,924 ) Less: Net loss attributable to non-controlling interests (44,917 ) Net loss attributable to Pluralsight, Inc. $ (41,007 ) Denominator: Weighted-average common shares outstanding 63,119 Less: Weighted-average common shares subject to time-based vesting (279 ) Weighted-average common shares outstanding, basic and diluted 62,840 Net loss per share, basic and diluted $ (0.65 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | During the period from May 16, 2018 through December 31, 2018 , the Company incurred net losses and, therefore, the effect of the Company’s potentially dilutive securities were not included in the calculation of diluted loss per share as the effect would be anti-dilutive. The following table contains share/unit totals with a potentially dilutive impact (in thousands): As of December 31, 2018 LLC Units held by Continuing Members 72,077 Stock options 5,144 RSUs of Pluralsight, Inc. 4,802 Restricted share units of Pluralsight Holdings 2,063 Shares issuable under ESPP 2,039 Total 86,125 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | Revenue by geographic region, based on the physical location of the customer, was as follows (dollars in thousands): Year Ended December 31, 2016 2017 2018 United States $ 85,159 $ 108,257 $ 148,439 United Kingdom 13,508 18,047 24,301 Other foreign locations 33,174 40,520 59,289 Total revenue $ 131,841 $ 166,824 $ 232,029 Percentage of revenue generated outside of the United States 35 % 35 % 36 % |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Millions | May 16, 2018USD ($)$ / sharesshares | Jun. 09, 2017class | Dec. 31, 2018USD ($)class |
Subsidiary, Sale of Stock [Line Items] | |||
Payments of costs related to initial public offering | $ 7.4 | ||
Number of classes of stock | class | 2 | 3 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares sold (in shares) | shares | 23,805,000 | ||
Stock price (in dollars per share) | $ / shares | $ 15 | ||
Proceeds from sale of stock, net | $ 332.1 | ||
Payments of costs related to initial public offering | $ 7.4 | ||
LLC Units Converted Into Class B And Class C Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Conversion ratio | 1 | 1 | |
Pluralsight Holdings | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership interest | 100.00% | ||
Pluralsight Holdings | Continuing Members | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership interest | 51.40% | ||
Pluralsight Holdings | Pluralsight, Inc. | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership interest | 48.60% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Narrative (Details) - USD ($) | Jan. 01, 2019 | May 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Allowance for doubtful accounts | $ 1,200,000 | $ 900,000 | $ 500,000 | ||
Impairment of property and equipment | 0 | 0 | |||
Capitalized software development costs | 5,900,000 | 3,400,000 | 3,200,000 | ||
Impairments of goodwill and intangible assets, including the content library | 0 | 0 | |||
Deferred offering costs | 2,000,000 | 0 | |||
Offering costs reclassified into stockholders' equity | 7,400,000 | ||||
Advertising costs | 12,400,000 | 14,500,000 | 12,000,000 | ||
Cumulative adjustment to equity-based compensation expense | 7,800,000 | ||||
Increase (decrease) in valuation allowance | 54,900,000 | (1,300,000) | 200,000 | ||
Payments of debt extinguishment costs | 2,179,000 | 0 | $ 0 | ||
Accumulated deficit | $ (351,123,000) | $ (445,102,000) | |||
Pluralsight Holdings | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Ownership interest | 100.00% | ||||
Pluralsight Holdings | Continuing Members | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Ownership interest | 51.40% | ||||
Restricted Stock Units (RSUs) | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cumulative adjustment to equity-based compensation expense | $ 7,800,000 | ||||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Subscription term | 1 month | ||||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Subscription term | 3 years | ||||
Content library | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life | 5 years | ||||
Capitalized Internal-Use Software Costs | Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life | 1 year | ||||
Capitalized Internal-Use Software Costs | Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life | 3 years | ||||
Scenario, Forecast | Accounting Standards Update 2014-09, New Revenue Policy | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accumulated deficit | $ 400,000 | ||||
Deferred revenue | $ (400,000) | ||||
Scenario, Forecast | Accounting Standards Update 2014-09, New Commissions Policy | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Expected period of initial contracts | 4 years | ||||
Expected period of renewal contracts | 18 months | ||||
Scenario, Forecast | Accounting Standards Update 2014-09, New Commissions Policy | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Accumulated deficit | $ 20,200,000 | ||||
Deferred commissions | $ 20,200,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Schedule of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance, beginning of period | $ 1,552 | $ 708 | $ 167 |
Provision for doubtful accounts | 675 | 479 | 89 |
Provision for accounts in deferred revenue | 1,510 | 767 | 842 |
Accounts written-off, net of recoveries | (1,236) | (402) | (390) |
Balance, end of period | $ 2,501 | $ 1,552 | $ 708 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Recent Accounting Pronouncements - Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Capitalized internal-use software costs | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Capitalized internal-use software costs | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 27 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Money market funds - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 185,405 | $ 25,146 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 185,405 | 25,146 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 7,931 | $ 4,586 |
Other current assets | 392 | 539 |
Prepaid expenses and other current assets | $ 8,323 | $ 5,125 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 53,451 | $ 36,491 | |
Less accumulated depreciation | (21,810) | (14,034) | |
Property and equipment, net | 31,641 | 22,457 | |
Depreciation of property and equipment | 8,318 | 6,675 | $ 4,274 |
Build-To-Suit Lease Asset Under Construction | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 8,281 | 0 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 9,369 | 7,482 | |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,031 | 1,982 | |
Capitalized internal-use software costs | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 13,880 | 8,631 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 5,478 | 5,234 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 11,251 | 11,251 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 1,490 | 1,324 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,671 | $ 587 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued compensation | $ 22,285 | $ 18,568 |
Accrued income and other taxes payable | 5,408 | 3,492 |
Accrued other current liabilities | 4,354 | 4,454 |
Accrued expenses | $ 32,047 | $ 26,514 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - A Train Simple Company $ in Millions | Jul. 19, 2016USD ($)course |
Business Acquisition [Line Items] | |
Cash consideration | $ 0.7 |
Number of courses | course | 170 |
Content library | |
Business Acquisition [Line Items] | |
Acquired content library | $ 0.2 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total finite-lived intangible assets, net | $ 8,764 | |
Content library: | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 46,387 | $ 43,475 |
Accumulated Amortization | 39,337 | 30,034 |
Total finite-lived intangible assets, net | $ 7,050 | $ 13,441 |
Acquired content library | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 6 months | 2 years 4 months 24 days |
Gross Carrying Amount | $ 32,835 | $ 32,835 |
Accumulated Amortization | 32,229 | 24,643 |
Total finite-lived intangible assets, net | $ 606 | $ 8,192 |
Course creation costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 6 months | 3 years 9 months 18 days |
Gross Carrying Amount | $ 13,552 | $ 10,640 |
Accumulated Amortization | 7,108 | 5,391 |
Total finite-lived intangible assets, net | $ 6,444 | $ 5,249 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 7 months 6 days | 4 years 6 months |
Gross Carrying Amount | $ 4,500 | $ 4,500 |
Accumulated Amortization | 2,786 | 2,080 |
Total finite-lived intangible assets, net | $ 1,714 | $ 2,420 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | 4 years 9 months 18 days |
Gross Carrying Amount | $ 162 | $ 1,162 |
Accumulated Amortization | 162 | 773 |
Total finite-lived intangible assets, net | $ 0 | $ 389 |
Noncompetition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | 9 months 18 days |
Gross Carrying Amount | $ 390 | $ 390 |
Accumulated Amortization | 390 | 390 |
Total finite-lived intangible assets, net | $ 0 | $ 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | 9 months 18 days |
Gross Carrying Amount | $ 2,750 | $ 2,750 |
Accumulated Amortization | 2,750 | 2,750 |
Total finite-lived intangible assets, net | $ 0 | $ 0 |
Database | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | 0 years |
Gross Carrying Amount | $ 40 | $ 40 |
Accumulated Amortization | 40 | 40 |
Total finite-lived intangible assets, net | 0 | 0 |
Domain names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 45 | 45 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | 6,128 | 6,033 |
Intangible assets, gross | 7,887 | 8,887 |
Intangible assets, net | $ 1,759 | $ 2,854 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Intangible Assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 8.7 | $ 8.5 | $ 8 |
Course creation costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 2 | $ 1.5 | $ 1.3 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 3,371 |
2,020 | 2,358 |
2,021 | 1,781 |
2,022 | 894 |
2,023 | 360 |
Total finite-lived intangible assets, net | $ 8,764 |
Credit Facilities - Narrative (
Credit Facilities - Narrative (Details) | Nov. 17, 2014USD ($) | May 31, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 28, 2018USD ($)$ / sharesshares |
Debt Instrument [Line Items] | ||||||||
Debt extinguishment costs | $ 4,197,000 | $ 931,000 | $ 6,000 | |||||
Principal borrowings outstanding | $ 116,620,000 | |||||||
Second Amended And Restated Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt extinguished | $ 82,500,000 | |||||||
Debt extinguishment costs | 1,900,000 | |||||||
Repayment of borrowings | 82,500,000 | |||||||
Guggenheim Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt extinguished | $ 137,700,000 | |||||||
Debt extinguishment costs | $ (4,100,000) | |||||||
Liquidity required to be maintained | $ 10,000,000 | |||||||
Interest paid in-kind, percentage | 2.50% | |||||||
Prepayment premium | 3.00% | |||||||
Reduction to prepayment premium | 50.00% | |||||||
Guggenheim Credit Agreement | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum ratio of indebtedness to total recurring revenue | 0.55 | |||||||
Guggenheim Credit Agreement | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum ratio of indebtedness to total recurring revenue | 0.65 | |||||||
Guggenheim Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 8.50% | |||||||
Term Loan | Silicon Valley Bank Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 100,000,000 | |||||||
Term Loan | February 2018 Guggenheim Amendment | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 20,000,000 | |||||||
Term Loan | Guggenheim Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 115,000,000 | |||||||
Principal borrowings outstanding | 115,000,000 | |||||||
Effective interest rate | 10.20% | |||||||
Unused revolving loan fee | 0.50% | |||||||
Term Loan | Guggenheim Credit Agreement | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Variable rate, floor | 1.00% | |||||||
Revolving Credit Facility | Line of Credit | Silicon Valley Bank Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 10,000,000 | |||||||
Revolving Credit Facility | Line of Credit | Guggenheim Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 5,000,000 | |||||||
Outstanding revolving loans | $ 0 | |||||||
Class A Common Stock Warrants | February 2018 Guggenheim Amendment | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of shares purchased from warrants (in shares) | shares | 424,242 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 8.25 | |||||||
Fair value of warrants | $ 1,000,000 | |||||||
Related Party Notes Payable | Employees | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable, related party | $ 25,000,000 | |||||||
Stated interest rate | 5.00% | |||||||
Incurred interest | 100,000 | |||||||
Contingent portion | $ 5,600,000 | |||||||
Compensation recognized from contingent portion | $ 400,000 |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
Principal borrowings outstanding | $ 116,620 |
Less: Debt issuance costs, net of amortization | (583) |
Net carrying amount | $ 116,037 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | ||||
Letters of credit outstanding | $ 700 | $ 200 | ||
Restricted cash | 700 | 200 | ||
Property and equipment | 53,451 | 36,491 | ||
Security deposit | $ 16,000 | |||
Rent expense under operating leases | $ 4,800 | 2,000 | $ 1,500 | |
Purchase obligation, term | 12 months | |||
Purchase obligation | $ 12,800 | 3,600 | ||
Draper, Utah Office Space, 2018 | ||||
Loss Contingencies [Line Items] | ||||
Operating lease period | 15 years | |||
Lease payments | $ 7,900 | |||
Annual payment increase, percent | 2.00% | |||
Agreed upon cost of construction | $ 90,000 | |||
Draper, Utah Office Space, 2018 | Maximum | ||||
Loss Contingencies [Line Items] | ||||
Abatement of basic rent payments | $ 3,200 | |||
Build-To-Suit Lease Asset Under Construction | ||||
Loss Contingencies [Line Items] | ||||
Property and equipment | 8,281 | $ 0 | ||
Build-To-Suit Lease Asset Under Construction | Draper, Utah Office Space, 2018 | ||||
Loss Contingencies [Line Items] | ||||
Property and equipment | $ 8,300 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 5,948 |
2,020 | 7,466 |
2,021 | 9,879 |
2,022 | 9,871 |
2,023 | 9,861 |
Thereafter | 99,324 |
Less: Sublease rental income | (238) |
Total future minimum lease payments | $ 142,111 |
Stockholders' Equity - Amendmen
Stockholders' Equity - Amendment and Restatement of Certificate of Incorporation (Details) | May 16, 2018vote$ / sharesshares | Dec. 31, 2018vote$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |
Board of director, term | 3 years | ||
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | 1,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Votes per share | vote | 1 | ||
Class B Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||
Votes per share | vote | 1 | ||
Class C Common Stock | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Votes per share | vote | 10 | ||
LLC Units Converted Into Class B And Class C Common Stock | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 | 1 | |
Required LLC Unit Ratio For Each Share Of Class A Common Stock Issued | |||
Class of Stock [Line Items] | |||
Conversion ratio | 1 |
Stockholders' Equity - Recapita
Stockholders' Equity - Recapitalization of Pluralsight Holdings (Details) | May 16, 2018shares | Dec. 31, 2018 |
Common Units Of Pluralsight Holdings Converted Into LLC Units | ||
Class of Stock [Line Items] | ||
Conversion ratio | 1 | |
Shares converted (in shares) | 48,407,645 | |
Redeemable Convertible Preferred Units Converted Into LLC Units | ||
Class of Stock [Line Items] | ||
Conversion ratio | 1 | |
Shares converted (in shares) | 48,447,880 | |
Incentive Units Of Pluralsight Holdings Converted Into LLC Units | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 15,783,689 | |
Shares issued from conversion (in shares) | 12,667,778 | |
Class B Incentive Units Of Pluralsight Holdings Converted Into LLC Units | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 3,000,000 | |
Shares issued from conversion (in shares) | 1,747,067 | |
LLC Units Exchanged For Shares Of Class A Common Stock | ||
Class of Stock [Line Items] | ||
Shares converted (in shares) | 39,110,660 | |
LLC Units Converted Into Class B And Class C Common Stock | ||
Class of Stock [Line Items] | ||
Conversion ratio | 1 | 1 |
Required ratio to be maintained | 1 | |
LLC Units Converted Into Class B And Class C Common Stock | Class B Common Stock | ||
Class of Stock [Line Items] | ||
New issues (in shares) | 58,111,572 | |
LLC Units Converted Into Class B And Class C Common Stock | Class C Common Stock | ||
Class of Stock [Line Items] | ||
New issues (in shares) | 14,048,138 | |
Required LLC Unit Ratio For Each Share Of Class A Common Stock Issued | ||
Class of Stock [Line Items] | ||
Conversion ratio | 1 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Convertible Preferred Units Conversion (Details) $ / shares in Units, $ in Millions | May 16, 2018USD ($)$ / sharesshares |
Temporary Equity [Line Items] | |
Fair value of redeemable convertible preferred units | $ 412.5 |
Amount reclassified to stockholders' equity | $ 582 |
IPO | |
Temporary Equity [Line Items] | |
Stock price (in dollars per share) | $ / shares | $ 15 |
Redeemable Convertible Preferred Units Converted Into LLC Units | |
Temporary Equity [Line Items] | |
Shares converted (in shares) | shares | 48,447,880 |
Stockholders' Equity - Initial
Stockholders' Equity - Initial Public Offering (Details) - IPO $ / shares in Units, $ in Millions | May 16, 2018USD ($)$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | |
Stock price (in dollars per share) | $ / shares | $ 15 |
Number of shares sold (in shares) | shares | 23,805,000 |
Proceeds from sale of stock, net | $ | $ 332.1 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants to Purchase Class A Common Stock (Details) - Class A Common Stock Warrants - February 2018 Guggenheim Amendment - USD ($) $ / shares in Units, $ in Millions | 8 Months Ended | |
Dec. 31, 2018 | Feb. 28, 2018 | |
Class of Warrant or Right [Line Items] | ||
Number of shares purchased from warrants (in shares) | 424,242 | |
Exercise price of warrants (in dollars per share) | $ 8.25 | |
Fair value of warrants | $ 1 | |
Exercise of common stock warrants (in shares) | 267,918 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Units (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | |
Preferred Units [Line Items] | ||||
Authorized units (in shares) | shares | 48,447,880 | |||
Outstanding units (in shares) | shares | 48,447,880 | 0 | 48,447,880 | 45,216,286 |
Net carrying value | $ 341,966 | $ 0 | $ 405,766 | $ 305,294 |
Issuance of Series C redeemable convertible preferred units, net of issuance costs (in shares) | shares | 3,231,594 | |||
Issuance of Series C redeemable convertible preferred units, net of issuance costs | $ 30,400 | |||
Offering costs | $ 100 | |||
Series A | ||||
Preferred Units [Line Items] | ||||
Authorized units (in shares) | shares | 27,500,000 | |||
Outstanding units (in shares) | shares | 27,500,000 | |||
Net carrying value | $ 236,225 | |||
Series B | ||||
Preferred Units [Line Items] | ||||
Authorized units (in shares) | shares | 17,716,286 | |||
Outstanding units (in shares) | shares | 17,716,286 | |||
Net carrying value | $ 139,194 | |||
Series C | ||||
Preferred Units [Line Items] | ||||
Authorized units (in shares) | shares | 3,231,594 | |||
Outstanding units (in shares) | shares | 3,231,594 | |||
Net carrying value | $ 30,347 | |||
Pluralsight Holdings | ||||
Preferred Units [Line Items] | ||||
Liquidation Preference | 197,192 | |||
Pluralsight Holdings | Series A | ||||
Preferred Units [Line Items] | ||||
Liquidation Preference | $ 27,500 | |||
Original issue price (in dollars per share) | $ / shares | $ 1 | |||
Conversion Ratio | 1 | |||
Pluralsight Holdings | Series B | ||||
Preferred Units [Line Items] | ||||
Liquidation Preference | $ 139,250 | |||
Original issue price (in dollars per share) | $ / shares | $ 7.86 | |||
Conversion Ratio | 1 | |||
Pluralsight Holdings | Series C | ||||
Preferred Units [Line Items] | ||||
Liquidation Preference | $ 30,442 | |||
Original issue price (in dollars per share) | $ / shares | $ 9.42 | |||
Conversion Ratio | 1 |
Stockholders' Equity - Common U
Stockholders' Equity - Common Units (Details) $ / shares in Units, $ in Thousands | Jun. 09, 2017USD ($)classvoteshares | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)class | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares |
Capital Unit [Line Items] | |||||
New issues | $ | $ 324,706 | $ 4,399 | $ 2,082 | ||
Offering costs | $ | $ 7,083 | $ 307 | $ 0 | ||
Number of classes of units | class | 2 | 3 | |||
Pluralsight Holdings | |||||
Capital Unit [Line Items] | |||||
Authorized units (in shares) | 128,518,053 | ||||
Outstanding units (in shares) | 48,407,645 | ||||
Class A common units | |||||
Capital Unit [Line Items] | |||||
New issues (in shares) | 625,373 | 353,351 | |||
New issues | $ | $ 4,400 | $ 2,000 | |||
Offering costs | $ | $ 14 | ||||
Number of shares sold (in shares) | 6,731,791 | ||||
Stock price (in dollars per share) | $ / shares | $ 8.25 | ||||
Purchase price | $ | $ 55,500 | ||||
Equity-based compensation expense | $ | $ 9,900 | ||||
Votes per share | vote | 1 | ||||
Class A common units | Pluralsight Holdings | |||||
Capital Unit [Line Items] | |||||
Authorized units (in shares) | 112,556,982 | ||||
Outstanding units (in shares) | 35,446,574 | ||||
Class B common units | |||||
Capital Unit [Line Items] | |||||
Shares issued from conversion (in shares) | 12,961,071 | ||||
Difference in fair value | $ | $ 2,100 | ||||
Votes per share | vote | 10 | ||||
Class B common units | Pluralsight Holdings | |||||
Capital Unit [Line Items] | |||||
Authorized units (in shares) | 15,961,071 | ||||
Outstanding units (in shares) | 12,961,071 |
Stockholders' Equity - Rescissi
Stockholders' Equity - Rescission Transactions (Details) | Dec. 31, 2018shares |
Class A Common Stock | |
Class of Stock [Line Items] | |
Number of shares subject to rescission agreement (in shares) | 605,390 |
Number of shares called upon rescission (in shares) | 605,390 |
LLC Units | |
Class of Stock [Line Items] | |
Number of shares issued upon rescission (in shares) | 605,390 |
Class B Common Stock | |
Class of Stock [Line Items] | |
Number of shares issued upon rescission (in shares) | 455,217 |
Class C Common Stock | |
Class of Stock [Line Items] | |
Number of shares issued upon rescission (in shares) | 150,173 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2018 | May 16, 2018 | |
Noncontrolling Interest [Line Items] | |||
Adjustments to non-controlling interests | $ 0 | ||
Pluralsight Holdings | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest | 100.00% | ||
Units outstanding (in shares) | 134,073,639 | 134,073,639 | |
Pluralsight Holdings | Pluralsight, Inc. | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest | 48.60% | ||
Units outstanding (in shares) | 65,191,907 | 65,191,907 | |
Continuing Members | Pluralsight Holdings | |||
Noncontrolling Interest [Line Items] | |||
Ownership interest | 51.40% | ||
Units outstanding (in shares) | 68,881,732 | 68,881,732 | |
LLC Units | |||
Noncontrolling Interest [Line Items] | |||
Units still subject to time-based vesting requirements (in shares) | 3,195,322 | 3,195,322 | 3,942,674 |
Noncontrolling Interest [Member] | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to non-controlling interests | $ 19,628 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Authorized and Outstanding Incentive Units (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized units (in shares) | 22,229,445 | |||
Outstanding units (in shares) | 18,791,871 | |||
Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized units (in shares) | 16,229,445 | |||
Outstanding units (in shares) | 0 | 15,791,871 | 13,999,684 | 10,557,437 |
Class A Common Shares Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized units (in shares) | 3,000,000 | |||
Outstanding units (in shares) | 0 | |||
Class B Incentive Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized units (in shares) | 3,000,000 | |||
Outstanding units (in shares) | 0 | 3,000,000 | 0 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Incentive Unit Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Incentive Units | |||
Number of Units | |||
Beginning balance (in shares) | 15,791,871 | 13,999,684 | 10,557,437 |
Granted (in shares) | 2,462,220 | 4,338,813 | |
Redeemed (in shares) | (582,804) | (353,357) | |
Forfeited or cancelled (in shares) | (8,182) | (87,229) | (543,209) |
Converted or exchanged (in shares) | (15,783,689) | ||
Ending balance (in shares) | 0 | 15,791,871 | 13,999,684 |
Vested (in shares) | 10,181,221 | 8,322,892 | |
Weighted- Average Threshold Price | |||
Beginning balance (in dollars per share) | $ 6.50 | $ 5.88 | $ 4.34 |
Granted (in dollars per share) | 9.42 | 9.42 | |
Redeemed (in dollars per share) | 3.54 | 1 | |
Forfeited or cancelled (in dollars per share) | 7.86 | 7.97 | 7.43 |
Converted or exchanged (in dollars per share) | 6.50 | ||
Ending balance (in dollars per share) | 0 | 6.50 | 5.88 |
Vested, threshold price (in dollars per share) | 4.98 | 4.02 | |
Weighted- Average Catch-up Price | |||
Beginning balance (in dollars per share) | 2.97 | 2.92 | 2.43 |
Granted (in dollars per share) | 3.03 | 4.06 | |
Redeemed (in shares) | 1.78 | 0 | |
Forfeited or cancelled (in dollars per share) | 4.81 | 4.75 | 4.42 |
Converted or exchanged (in dollars per share) | 2.97 | ||
Ending balance (in dollars per share) | $ 0 | 2.97 | 2.92 |
Vested, catch-up price (in dollars per share) | $ 2.65 | $ 2.39 | |
Aggregate intrinsic value, outstanding | $ 0 | $ 77 | $ 42 |
Aggregate intrinsic value, vested | $ 61.9 | $ 35.8 | |
Class B Incentive Units | |||
Number of Units | |||
Beginning balance (in shares) | 3,000,000 | 0 | |
Granted (in shares) | 3,000,000 | ||
Converted or exchanged (in shares) | (3,000,000) | ||
Ending balance (in shares) | 0 | 3,000,000 | 0 |
Weighted- Average Threshold Price | |||
Beginning balance (in dollars per share) | $ 9.42 | $ 0 | |
Granted (in dollars per share) | 9.42 | ||
Converted or exchanged (in dollars per share) | 9.42 | ||
Ending balance (in dollars per share) | 0 | 9.42 | $ 0 |
Weighted- Average Catch-up Price | |||
Beginning balance (in dollars per share) | 2.64 | 0 | |
Granted (in dollars per share) | 2.64 | ||
Converted or exchanged (in dollars per share) | 2.64 | ||
Ending balance (in dollars per share) | $ 0 | $ 2.64 | $ 0 |
Aggregate intrinsic value, outstanding | $ 0 | $ 5.2 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Schedule of Outstanding and Vested Incentive Units (Details) - Incentive Units | Dec. 31, 2017$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding units (in shares) | shares | 18,791,871 |
Outstanding units, catch-up price (in dollars per share) | $ 2.92 |
Vested (in shares) | shares | 10,181,221 |
Vested, catch-up price (in dollars per share) | $ 2.65 |
$ 1 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold price (in dollars per share) | $ 1 |
Outstanding units (in shares) | shares | 4,400,988 |
Outstanding units, catch-up price (in dollars per share) | $ 0 |
Vested (in shares) | shares | 4,400,988 |
Vested, catch-up price (in dollars per share) | $ 0 |
$ 1.20 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold price (in dollars per share) | $ 1.20 |
Outstanding units (in shares) | shares | 270,593 |
Outstanding units, catch-up price (in dollars per share) | $ 0 |
Vested (in shares) | shares | 270,593 |
Vested, catch-up price (in dollars per share) | $ 0 |
$ 7.86 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold price (in dollars per share) | $ 7.86 |
Outstanding units (in shares) | shares | 4,354,669 |
Outstanding units, catch-up price (in dollars per share) | $ 5.04 |
Vested (in shares) | shares | 3,796,845 |
Vested, catch-up price (in dollars per share) | $ 5.29 |
$ 9.42 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Threshold price (in dollars per share) | $ 9.42 |
Outstanding units (in shares) | shares | 9,765,621 |
Outstanding units, catch-up price (in dollars per share) | $ 3.36 |
Vested (in shares) | shares | 1,712,795 |
Vested, catch-up price (in dollars per share) | $ 4.06 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) | May 16, 2018USD ($)$ / sharesshares | May 31, 2018shares | Apr. 30, 2015$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)period$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | May 15, 2018shares | Dec. 31, 2015shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total intrinsic value of options exercised | $ 500,000 | ||||||||
Total unrecognized equity-based compensation of options | $ 28,500,000 | $ 28,500,000 | |||||||
Requisite service period | 1 year 4 months 24 days | ||||||||
Cumulative adjustment to equity-based compensation expense | $ 7,800,000 | ||||||||
Total proceeds received for shares issued under the ESPP | 12,500,000 | ||||||||
Payment for settlement of equity appreciation rights | 325,000 | $ 0 | $ 0 | ||||||
Equity-based compensation capitalized as internal-use software | $ 461,000 | 0 | 0 | ||||||
Incentive Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Amount paid on redemption | $ 4,100,000 | $ 2,000,000 | |||||||
Redeemed (in shares) | shares | 582,804 | 353,357 | |||||||
Compensation expense from redemption | $ 400,000 | $ 100,000 | |||||||
Units outstanding (in shares) | shares | 0 | 0 | 5,610,650 | 5,676,792 | 4,649,737 | ||||
Number of shares granted (in shares) | shares | 2,462,220 | 4,338,813 | |||||||
Weighted-average threshold amount (in dollars per share) | $ / shares | $ 4.07 | $ 3.66 | |||||||
Incentive Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total fair value | $ 14,000,000 | $ 13,100,000 | |||||||
Class A Common Shares Incentive Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units outstanding (in shares) | shares | 605,390 | 0 | 0 | ||||||
LLC Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total fair value | $ 34,500,000 | ||||||||
Total unrecognized equity-based compensation | $ 22,000,000 | $ 22,000,000 | |||||||
Recognition period | 2 years 2 months 12 days | ||||||||
Units outstanding (in shares) | shares | 3,942,674 | 3,195,322 | 3,195,322 | ||||||
Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized equity-based compensation | $ 60,000,000 | $ 60,000,000 | |||||||
Recognition period | 2 years 10 months 24 days | ||||||||
Requisite service period | 4 years | ||||||||
Cumulative adjustment to equity-based compensation expense | $ 7,800,000 | ||||||||
Restricted Stock Units (RSUs) | First Anniversary | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percent of awards vested | 25.00% | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Ratable vesting period | 6 months | ||||||||
Vesting period | 2 years | ||||||||
Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total unrecognized equity-based compensation | $ 13,800,000 | $ 13,800,000 | |||||||
Recognition period | 1 year 6 months | ||||||||
Shares reserved for issuance (in shares) | shares | 2,970,000 | ||||||||
Number of additional shares allowable under the plan (in shares) | shares | 2,970,000 | ||||||||
Percent of outstanding shares of capital stock | 1.50% | ||||||||
Consecutive offering period | 24 months | ||||||||
Number of purchase periods | period | 4 | ||||||||
Purchase period | 6 months | ||||||||
Fixed contribution amount percentage | 75.00% | 75.00% | |||||||
Maximum fixed contribution amount | $ 12,500 | ||||||||
Maximum number of shares able to be purchased (in shares) | shares | 5,000 | ||||||||
Purchase price, percent | 85.00% | ||||||||
Number of shares issuable (in shares) | shares | 2,039,276 | 2,039,276 | |||||||
Number of shares purchased (in shares) | shares | 836,365 | ||||||||
Purchase price (in dollars per share) | $ / shares | $ 12.75 | $ 12.75 | |||||||
Shares paid for tax withholding for share based compensation (in shares) | shares | 148,837 | ||||||||
Equity appreciation rights | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Cumulative adjustment to equity-based compensation expense | $ 100,000 | ||||||||
Number of shares granted (in shares) | shares | 42,735 | ||||||||
Weighted-average threshold amount (in dollars per share) | $ / shares | $ 4.68 | ||||||||
Payment for settlement of equity appreciation rights | $ 300,000 | ||||||||
Equity appreciation rights | First Anniversary | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Percent of awards vested | 25.00% | ||||||||
2018 Equity Incentive Plan | Stock Compensation Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares reserved for issuance (in shares) | shares | 22,149,995 | ||||||||
Number of additional shares allowable under the plan (in shares) | shares | 14,900,000 | ||||||||
Percent of outstanding shares of capital stock | 5.00% | ||||||||
2018 Equity Incentive Plan | Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units outstanding (in shares) | shares | 4,508,835 | ||||||||
2017 Equity Incentive Plan | Restricted Stock Units (RSUs) | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Units outstanding (in shares) | shares | 4,508,835 | ||||||||
IPO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock price (in dollars per share) | $ / shares | $ 15 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Schedule of Equity Award Activity (Details) - $ / shares | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Incentive Units | ||||
Number of Shares | ||||
Beginning balance (in shares) | 5,610,650 | 5,676,792 | 4,649,737 | |
Granted (in shares) | 2,462,220 | 4,338,813 | ||
Forfeited or canceled (in shares) | (8,182) | (87,229) | (543,209) | |
Vested (in shares) | (500,749) | (2,441,133) | (2,768,549) | |
Incentive units converted or exchanged in connection with the IPO (in shares) | (5,101,719) | |||
Ending balance (in shares) | 0 | 0 | 5,610,650 | 5,676,792 |
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 3.76 | $ 3.34 | $ 2.16 | |
Granted (in dollars per share) | 4.07 | 3.66 | ||
Vested (in dollars per share) | 3.66 | 3.11 | 1.93 | |
Forfeited or canceled (in dollars per share) | 3.20 | 3.23 | 3.03 | |
Incentive units converted or exchanged in connection with the IPO (in dollars per share) | 3.77 | |||
Ending balance (in dollars per share) | $ 0 | $ 0 | $ 3.76 | $ 3.34 |
Class B Common Shares Incentive Units | ||||
Number of Shares | ||||
Beginning balance (in shares) | 3,000,000 | 0 | ||
Granted (in shares) | 3,000,000 | |||
Incentive units converted or exchanged in connection with the IPO (in shares) | (3,000,000) | |||
Ending balance (in shares) | 0 | 0 | 3,000,000 | 0 |
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 6.05 | $ 0 | ||
Granted (in dollars per share) | 6.05 | |||
Incentive units converted or exchanged in connection with the IPO (in dollars per share) | 6.05 | |||
Ending balance (in dollars per share) | $ 0 | $ 0 | $ 6.05 | $ 0 |
Class A Common Shares Incentive Units | ||||
Number of Shares | ||||
Beginning balance (in shares) | 605,390 | |||
Effect of the Rescission Transactions (in shares) | 367,860 | |||
Vested (in shares) | (237,530) | |||
Ending balance (in shares) | 0 | 0 | ||
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 6.55 | |||
Vested (in dollars per share) | 8.40 | |||
Effect of the Rescission Transactions (in dollars per share) | 5.35 | |||
Ending balance (in dollars per share) | $ 0 | $ 0 | ||
LLC Units | ||||
Number of Shares | ||||
Beginning balance (in shares) | 3,942,674 | |||
Effect of the Rescission Transactions (in shares) | 605,390 | |||
Forfeited or canceled (in shares) | (4,460) | |||
Vested (in shares) | (1,348,282) | |||
Ending balance (in shares) | 3,195,322 | 3,195,322 | ||
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 7.73 | |||
Vested (in dollars per share) | 7.47 | |||
Effect of the Rescission Transactions (in dollars per share) | 6.55 | |||
Cancelled (in dollars per share) | 3.68 | |||
Ending balance (in dollars per share) | $ 7.63 | $ 7.63 | ||
Restricted Stock Units (RSUs) | Parent Company | ||||
Number of Shares | ||||
Beginning balance (in shares) | 2,178,450 | 0 | ||
Granted (in shares) | 3,657,656 | 2,413,300 | ||
Forfeited or canceled (in shares) | (289,370) | (234,850) | ||
Vested (in shares) | (745,200) | |||
Ending balance (in shares) | 4,801,536 | 4,801,536 | 2,178,450 | 0 |
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 7.06 | $ 0 | ||
Granted (in dollars per share) | 12.52 | 7.04 | ||
Vested (in dollars per share) | 7.29 | |||
Forfeited or canceled (in dollars per share) | 8.19 | 6.80 | ||
Ending balance (in dollars per share) | $ 11.11 | $ 11.11 | $ 7.06 | $ 0 |
Restricted Stock Units (RSUs) | Subsidiaries | ||||
Number of Shares | ||||
Beginning balance (in shares) | 3,000,000 | 0 | ||
Granted (in shares) | 3,000,000 | |||
Vested (in shares) | (937,500) | |||
Ending balance (in shares) | 2,062,500 | 2,062,500 | 3,000,000 | 0 |
Weighted- Average Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 8.24 | $ 0 | ||
Granted (in dollars per share) | 8.24 | |||
Vested (in dollars per share) | 8.24 | |||
Ending balance (in dollars per share) | $ 8.24 | $ 8.24 | $ 8.24 | $ 0 |
Equity-Based Compensation - S_5
Equity-Based Compensation - Schedule of Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options Outstanding | |
Beginning balance (in shares) | 0 |
Granted (in shares) | 5,236,155 |
Exercised (in shares) | (81,833) |
Forfeited or cancelled (in shares) | (10,610) |
Ending balance (in shares) | 5,143,712 |
Vested and exercisable (in shares) | 1,224,563 |
Weighted- Average Exercise Price | |
Granted (in dollars per share) | $ 15 |
Exercised (in dollars per share) | 15 |
Forfeited or cancelled (in dollars per share) | 15 |
Ending balance (in dollars per share) | 15 |
Vested and exercisable (in dollars per share) | $ 15 |
Stock Option Activity, Additional Disclosures | |
Weighted- Average Remaining Contractual Term (in years) | 9 years 4 months 24 days |
Vested and Exercisable, Weighted-Average Remaining Contractual Term (in years) | 9 years 4 months 24 days |
Aggregate Intrinsic Value (in millions) | $ 44 |
Vested and exercisable, Aggregate Intrinsic Value (in millions) | $ 10.5 |
Equity-Based Compensation - S_6
Equity-Based Compensation - Schedule of Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Incentive Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | |
Volatility | 55.00% | ||
Volatility, minimum | 55.00% | ||
Volatility, maximum | 60.00% | ||
Risk-free interest rate, minimum | 1.20% | 0.60% | |
Risk-free interest rate, maximum | 1.80% | 1.20% | |
Incentive Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 1 year 3 months 18 days | 1 year 9 months 18 days | |
Incentive Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 1 year 9 months 18 days | 2 years | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Volatility | 55.00% | ||
Risk-free interest rate | 2.97% | ||
Expected term (years) | 5 years 7 months 17 days | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Volatility, minimum | 55.00% | ||
Volatility, maximum | 65.00% | ||
Risk-free interest rate, minimum | 2.05% | ||
Risk-free interest rate, maximum | 2.80% | ||
Employee Stock Purchase Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 months | ||
Employee Stock Purchase Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 2 years |
Equity-Based Compensation - S_7
Equity-Based Compensation - Schedule of Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Equity-based compensation | $ 54,303 | $ 21,781 | $ 5,738 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Equity-based compensation | 140 | 20 | 20 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Equity-based compensation | 14,330 | 2,624 | 1,462 |
Technology and content | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Equity-based compensation | 8,747 | 1,966 | 2,050 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Equity-based compensation | $ 31,086 | $ 17,171 | $ 2,206 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | May 16, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | ||||
Deferred tax assets, investment in subsidiaries | $ 32,700 | |||
Operating loss and tax credit carryforwards | 6,300 | |||
Deferred tax asset, investment in subsidiaries, not recorded | $ 28,300 | |||
NOL deferred tax asset | $ 18,591 | $ 3,189 | ||
Increase (decrease) in valuation allowance | 54,900 | (1,300) | $ 200 | |
Change in enacted tax rate, amount | (1,700) | |||
Cumulative undistributed foreign earnings | 2,800 | 1,300 | ||
Tax receivable agreement, unrecorded liability | 5,500 | |||
Unrecognized tax benefits that would affect the effective tax rate | 1,300 | |||
Unrecognized tax benefits that may be resolved | 1,100 | |||
Potential decrease in unrecognized tax benefits | 1,100 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating losses | 81,100 | 14,200 | ||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating losses | 73,000 | $ 5,500 | ||
Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | $ 800 | |||
LLC Units Exchanged For Shares Of Class A Common Stock | ||||
Operating Loss Carryforwards [Line Items] | ||||
Shares converted (in shares) | 39,110,660 | |||
LLC Units Exchanged For Shares Of Class B Common Stock | ||||
Operating Loss Carryforwards [Line Items] | ||||
Shares converted (in shares) | 1,107,448 | |||
NOL deferred tax asset | $ 5,200 | |||
IPO [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Number of shares sold (in shares) | 23,805,000 | |||
Continuing Members | LLC Units Exchanged For Shares Of Class A Common Stock | ||||
Operating Loss Carryforwards [Line Items] | ||||
Shares converted (in shares) | 38,505,270 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (130,144) | $ (96,814) | $ (20,466) |
Foreign | 2,224 | 602 | 348 |
Loss before income taxes | $ (127,920) | $ (96,212) | $ (20,118) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
State | $ 26 | $ 10 | $ 15 |
Foreign | 890 | 397 | 479 |
Total current tax expense | 916 | 407 | 494 |
Deferred: | |||
State | 0 | 0 | 0 |
Foreign | (252) | (83) | 0 |
Total deferred tax benefit | (252) | (83) | 0 |
Provision for income taxes | $ 664 | $ 324 | $ 494 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal tax rate | 21.00% | 34.00% | 34.00% |
Rate benefit from flow-through entity | (0.00%) | (33.80%) | (33.60%) |
Loss attributable to non-controlling interests | (10.90%) | 0.00% | 0.00% |
Effect of income tax rate change | 0.00% | (1.80%) | 0.00% |
Change in valuation allowance | (10.70%) | 1.40% | (3.30%) |
Foreign taxes | (0.10%) | (0.30%) | (2.40%) |
Effect of excess tax benefits relating to equity-based compensation | 0.00% | 0.00% | 2.50% |
Research and development credit | 0.20% | (0.00%) | 0.40% |
State tax, net of federal tax effect | 0.90% | 0.00% | (0.10%) |
Other | (0.90%) | 0.20% | 0.00% |
Effective tax rate | (0.50%) | (0.30%) | (2.50%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 18,591 | $ 3,189 |
Partnership outside basis difference | 39,133 | 164 |
Research and development credits | 573 | 151 |
Compensation and benefits | 324 | 0 |
Other | 0 | 84 |
Less valuation allowance | (57,957) | (3,044) |
Total deferred tax assets | 664 | 544 |
Deferred tax liabilities: | ||
Content library and intangible assets | (343) | (461) |
Total deferred tax liabilities | (343) | (461) |
Net deferred tax assets | $ 321 | $ 83 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefit Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized benefit—beginning of the year | $ 853 | $ 568 | $ 57 |
Gross increases—prior period positions | 0 | 0 | 186 |
Gross increases—current period positions | 424 | 285 | 325 |
Unrecognized benefit—end of period | $ 1,277 | $ 853 | $ 568 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | ||||
Net loss | $ (85,924) | $ (128,584) | $ (96,536) | $ (20,612) |
Less: Net loss attributable to non-controlling interests | (44,917) | (44,917) | 0 | 0 |
Net loss attributable to Pluralsight, Inc. | $ (41,007) | $ (83,667) | $ (96,536) | $ (20,612) |
Denominator: | ||||
Weighted-average common shares./units outstanding (in shares) | 63,119 | |||
Less: weighted-average common shares/units subject to time-based vesting (in shares) | (279) | |||
Weighted average common units used in computing basic and diluted net loss per unit (in shares) | 62,840 | |||
Net loss per unit, basic and diluted (in dollars per share) | $ (0.65) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Securities with a Potentially Dilutive Impact (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2018shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 86,125 |
LLC Units held by Continuing Members | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 72,077 |
Stock options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,144 |
Shares issuable under ESPP | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,039 |
Pluralsight Holdings | Restricted Stock Units (RSUs) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,063 |
Parent Company | Restricted Stock Units (RSUs) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,802 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Segment and Geographic Inform_4
Segment and Geographic Information - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 232,029 | $ 166,824 | $ 131,841 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue | 148,439 | 108,257 | 85,159 |
United Kingdom | |||
Segment Reporting Information [Line Items] | |||
Revenue | 24,301 | 18,047 | 13,508 |
Other foreign locations | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 59,289 | $ 40,520 | $ 33,174 |
Revenue | Geographic Concentration Risk | Non-US | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 36.00% | 35.00% | 35.00% |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Matching contributions | $ 3.5 | $ 2.3 | $ 1.2 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Dec. 31, 2018USD ($) |
Chief Executive Officer | |
Related Party Transaction [Line Items] | |
Due to Related Parties | $ 0.2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Feb. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||
Restricted cash | $ 0.7 | $ 0.2 | |
Tenant Improvements Deposit | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Restricted cash | $ 11 |
Uncategorized Items - ps-201809
Label | Element | Value |
Temporary Equity, Elimination as Part of Reorganization, Shares | ps_TemporaryEquityEliminationasPartofReorganizationShares | 48,447,880 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross | $ 0 |
Temporary Equity, Elimination as Part of Reorganization | us-gaap_TemporaryEquityEliminationAsPartofReorganization | 582,041,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (42,660,000) |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (85,924,000) |
Adjustments To Additional Paid In Capital, Settlement Of Equity Appreciation Rights | ps_AdjustmentsToAdditionalPaidInCapitalSettlementOfEquityAppreciationRights | 325,000 |
Stock Issued During Period, Value, Warrants Exercised | ps_StockIssuedDuringPeriodValueWarrantsExercised | 0 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 840,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 0 |
Adjustments Related to Tax Withholding for Share-based Compensation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 16,905,000 |
Temporary Equity, Accretion to Redemption Value | us-gaap_TemporaryEquityAccretionToRedemptionValue | 176,275,000 |
Preferred Stock, Accretion of Redemption Discount | us-gaap_PreferredStockAccretionOfRedemptionDiscount | 176,275,000 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 12,538,000 |
Stock Issued During Period, Value, Rescission Agreement Transaction | ps_StockIssuedDuringPeriodValueRescissionAgreementTransaction | 0 |
Stock Issued During Period, Value, Share-based Compensation, Forfeited | us-gaap_StockIssuedDuringPeriodValueShareBasedCompensationForfeited | 0 |
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest | 0 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | 582,041,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 13,155,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 41,607,000 |
Adjustments to Additional Paid in Capital, Warrant Issued | us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued | 984,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 324,704,000 |
Noncontrolling Interest, Increase From Reorganization | ps_NoncontrollingInterestIncreaseFromReorganization | (19,628,000) |
Adjustments To Additional Paid In Capital, Settlement Of Equity Appreciation Rights | ps_AdjustmentsToAdditionalPaidInCapitalSettlementOfEquityAppreciationRights | 325,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 840,000 |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 1,723,000 |
Adjustments Related to Tax Withholding for Share-based Compensation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 16,905,000 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | 12,537,000 |
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest | (474,007,000) |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | 582,030,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 41,607,000 |
Noncontrolling Interest [Member] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (50,000) |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (44,917,000) |
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (1,723,000) |
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest | 134,229,000 |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (18,000) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (44,000) |
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest | (4,000) |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (42,660,000) |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | us-gaap_NetIncomeLossIncludingPortionAttributableToNonredeemableNoncontrollingInterest | (41,007,000) |
Preferred Stock, Accretion of Redemption Discount | us-gaap_PreferredStockAccretionOfRedemptionDiscount | 162,136,000 |
Noncontrolling Interest, Increase from Sale of Parent Equity Interest | us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest | 339,782,000 |
Member Units [Member] | ||
Preferred Stock, Accretion of Redemption Discount | us-gaap_PreferredStockAccretionOfRedemptionDiscount | $ 14,139,000 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | (48,407,645) |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | $ 13,155,000 |
Adjustments to Additional Paid in Capital, Warrant Issued | us-gaap_AdjustmentsToAdditionalPaidInCapitalWarrantIssued | $ 984,000 |
Common Class A [Member] | Common Stock [Member] | ||
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 23,805,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 2,000 |
Stock Issued During Period, Shares, Warrants Exercised | ps_StockIssuedDuringPeriodSharesWarrantsExercised | 267,918 |
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | 1,107,448 |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans | 836,365 |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross | 608,488 |
Stock Issued During Period, Value, Employee Stock Purchase Plan | us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan | $ 1,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 61,418 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 39,110,660 |
Stock Issued During Period, Shares, Rescission Agreement Transaction | ps_StockIssuedDuringPeriodSharesRescissionAgreementTransaction | (605,390) |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | $ 4,000 |
Common Class C [Member] | Common Stock [Member] | ||
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | (36,000) |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross | 423,862 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 14,048,138 |
Stock Issued During Period, Shares, Rescission Agreement Transaction | ps_StockIssuedDuringPeriodSharesRescissionAgreementTransaction | 150,173 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | $ 1,000 |
Common Class B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | (1,071,448) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod | 4,460 |
Stock Issued During Period, Shares, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities | 58,111,572 |
Stock Issued During Period, Shares, Rescission Agreement Transaction | ps_StockIssuedDuringPeriodSharesRescissionAgreementTransaction | 455,217 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesNetOfAdjustments | $ 6,000 |