Restatement of Previously Issued Financial Statements | Restatement of Previously Issued Financial Statements Background to Restatement The accompanying unaudited condensed consolidated financial statements have been restated as a result of the following accounting errors, all of which are further described below: (i) accounting for revenue recognition, specifically the allocation of standalone selling price on sales of software through term-based license agreements; (ii) the amortization pattern in accounting for incremental costs to obtain a contract with a customer; and (iii) equity-based compensation expense. Appgate, Inc. (“Appgate”, the “Company”, “we”, “us”, or “our”) announced its decision to restate these financial statements on November 8, 2022. • Revenue Recognition – Allocation of Standalone Selling Price – We recognize revenue under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606, Accounting from Contracts with Customers (“ASC 606”) . Under ASC 606, we recognize revenue when our customers obtain control of goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. We primarily sell our software through on-premise term-based license agreements, perpetual license agreements and software as a service (“SaaS”) subscriptions, which allow our customers to use our SaaS services without taking possession of the software. Our agreements with customers for software licenses may include maintenance contracts and may also include professional services contracts. We have determined that our sales contracts for term-based license agreements contain multiple distinct performance obligations (i.e., obligation to deliver the software license and the obligation to provide support and maintenance over the term of the agreement). In accounting for those arrangements, we allocate the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). We determine the transaction price with reference to the SSP of the various performance obligations inherent within a contract. We corrected our accounting estimate for SSP as it relates to term-based license arrangements, specifically the estimate used to allocate the transaction price between the license and the support and maintenance obligations in term-based license agreements (the “Revenue Recognition Error”). The change in the allocation estimate results in more transaction price being allocated to the support and maintenance portion of multi-year term-based license agreements, which changes our periodic recognition of revenue under these agreements. The effect of the Revenue Recognition Error was as follows: – overstatement of revenue of $0.4 million for the three months ended June 30, 2022; – overstatement of contract assets of $4.0 million as of June 30, 2022; – understatement of deferred revenue of $0.3 million as of June 30, 2022; and – understatement of accumulated deficit of $3.8 million as of June 30, 2022. • Incremental Costs to Obtain a Contract with a Customer – Amortization Pattern – We capitalize incremental costs associated with obtaining customer contracts, specifically certain commission payments, and incur commission expense on an ongoing basis. We corrected the pattern of amortization of these deferred costs to allocate the combined commission asset to the individual performance obligations and amortize each respective portion based on the pattern of performance for the underlying performance obligation (the “Amortization Error”). Prior to the change, commission expense was expensed ratably over five years. The change in the pattern of amortization of deferred contract acquisition costs accelerates the recognition of commission expense. The effect of the Amortization Error was as follows: – understatement of sales and marketing expenses of $0.8 million for the three months ended June 30, 2022; – overstatement of deferred contract acquisition costs of $9.3 million as of June 30, 2022; – understatement of accumulated deficit of $9.9 million as of June 30, 2022; and – understatement of accumulated other comprehensive loss of $30 thousand as of June 30, 2022. • Equity-based Compensation – In 2022, our Board of Directors (or a designee thereof) granted certain long-term incentive awards to executives, employees, officers and consultants of the Company (or a subsidiary thereof), which are subject to vesting criteria. Generally, we concluded that the awards were performance-based awards and that the vesting criteria was not probable and therefore, no expense had been incurred on these grants. However, the award to our Executive Chairman and Chairman of our Board (the “Chairman Award”) contained different vesting criteria, and upon further review, we concluded that the Chairman Award was a time-based award (rather than a performance-based award), for which we should have recognized compensation expense throughout 2022 (the “Equity Compensation Error”). The effect of the Equity Compensation Error was as follows: – understatement of general and administrative expenses by $3.6 million for the three-months ended June 30, 2022; – overstatement of additional paid-in capital by $7.2 million as of June 30, 2022; and – understatement of accumulated deficit of $7.2 million as of June 30, 2022. The errors did not have an impact on the Company’s net cash or liquidity. As a result of the corrections reflected in the restatement, our income tax expense for the three months ended June 30, 2022 was increased by approximately $0.1 million, primarily from changes in deferred taxes. See Note 16, Income Taxes, for additional details regarding income taxes. Following are the reconciliations of previously reported to restated figures (in thousands, except share and per share information): (As Reported) (As Restated) June 30, 2022 Adjustments June 30, 2022 ASSETS Current assets: Cash and cash equivalents $ 9,100 $ — $ 9,100 Restricted cash 1,473 — 1,473 Accounts receivable, net of allowance 6,712 — 6,712 Contract assets 1,561 (130) (a) 1,431 Deferred contract acquisition costs, current 3,914 (2,501) (b) 1,413 Prepaid and other current assets 3,583 — 3,583 Total current assets 26,343 (2,631) 23,712 Property and equipment, net 2,113 — 2,113 Operating lease right-of-use assets 2,106 — 2,106 Contract assets, noncurrent 12,972 (3,865) (a) 9,107 Deferred contract acquisition costs, noncurrent 9,965 (6,768) (b) 3,197 Goodwill 71,604 — 71,604 Intangible assets, net 30,605 — 30,605 Deferred income taxes 603 (96) (d) 507 Other assets 447 — 447 Total assets $ 156,758 $ (13,360) $ 143,398 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Current liabilities: Accounts payable $ 3,840 $ — $ 3,840 Accrued expenses 11,852 (39) (d) 11,813 Operating lease liabilities, current 714 — 714 Deferred revenue, current 6,264 (30) (a) 6,234 Revolving credit facility 21,000 — 21,000 Total current liabilities 43,670 (69) 43,601 Deferred revenue, noncurrent 623 285 (a) 908 Operating lease liabilities, noncurrent 1,619 — 1,619 Convertible senior notes, net 73,360 — 73,360 Embedded derivative liability 32,620 — 32,620 Total liabilities 151,892 216 152,108 Stockholders' equity (deficit): Preferred stock — — — Common stock 132 — 132 Additional paid-in capital 509,810 7,164 (c) 516,974 Accumulated other comprehensive loss (2,116) (30) (a) (2,146) Accumulated deficit (502,960) (20,710) (a), (b), (c), (d) (523,670) Total stockholders' equity (deficit) 4,866 (13,576) (8,710) Total liabilities and stockholders' equity (deficit) $ 156,758 $ (13,360) $ 143,398 (As Reported) (As Restated) Three Months Ended Adjustments Three Months Ended Revenue $ 11,512 $ (383) (a) $ 11,129 Cost of revenue, exclusive of amortization shown below 5,294 — 5,294 Amortization expense 954 — 954 Total cost of revenue 6,248 — 6,248 Gross profit 5,264 (383) 4,881 Operating expenses: Sales and marketing 15,143 762 (b) 15,905 Research and development 4,100 — 4,100 General and administrative 5,976 3,619 (c) 9,595 Transaction costs 2,059 — 2,059 Depreciation and amortization 1,377 — 1,377 Loss on abandonment of assets — — — Total operating expenses 28,655 4,381 33,036 Loss from continuing operations (23,391) (4,764) (28,155) Change in fair value of embedded derivative liability 92,020 — 92,020 Interest expense, net (1,343) — (1,343) Other expenses, net (276) — (276) Income (loss) from continuing operations before income taxes 67,010 (4,764) 62,246 Income tax expense of continuing operations (744) (101) (d) (845) Net income (loss) from continuing operations 66,266 (4,865) 61,401 Net income from discontinued operations, net of tax — — — Net income (loss) $ 66,266 $ (4,865) $ 61,401 Income (loss) per share: Net income (loss) from continuing operations per share of common stock - basic $ 0.50 $ (0.03) $ 0.47 Net loss from continuing operations per share of common stock - diluted $ (0.18) $ (0.03) $ (0.21) Weighted-average shares used in computation: Basic 131,793,660 — 131,793,660 Diluted 142,776,465 — 142,776,465 (As Reported) (As Restated) Six Months Ended Adjustments Six Months Ended Cash flows from operating activities: Net income $ 1,672 $ (9,373) $ (7,701) Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 4,654 — 4,654 Loss on abandonment of assets 1,658 — 1,658 Equity-based compensation 224 7,164 (c) 7,388 Amortization of deferred contract acquisition costs 2,101 1,361 (b) 3,462 Change in fair value of embedded derivative liability (45,877) — (45,877) Amortization of debt issuance costs 393 — 393 Operating leases, net 151 — 151 (Reversal of) Provision for allowance for doubtful accounts 368 — 368 Deferred income taxes 180 166 (d) 346 Changes in assets and liabilities: — Accounts receivable (297) — (297) Contract assets (1,094) 644 (a) (450) Prepaid and other current assets 2,537 — 2,537 Due from affiliates, net — — — Deferred contract acquisition costs (3,302) — (3,302) Other assets — — — Accounts payable (655) — (655) Accrued expenses (428) — (428) Deferred revenue 1,191 38 (a) 1,229 Other current liabilities — — — Other liabilities — — — Net cash, cash equivalents and restricted cash used in operating activities (36,524) — (36,524) Cash flows from investing activities: Purchases of property and equipment (504) — (504) Net cash, cash equivalents and restricted cash used in investing activities (504) — (504) Cash flows from financing activities: Proceeds from revolving credit facility 21,000 — 21,000 Net cash, cash equivalents and restricted cash provided by financing activities 21,000 — 21,000 Effect of foreign currency exchange rates on cash (862) — (862) Net decrease in cash, cash equivalents and restricted cash (16,890) — (16,890) Cash, cash equivalents and restricted cash at beginning of period 27,463 — 27,463 Cash, cash equivalents and restricted cash at end of period $ 10,573 $ — $ 10,573 Cash and cash equivalents $ 9,100 — $ 9,100 Restricted cash 1,473 — 1,473 Total cash, cash equivalents and restricted cash at end of period $ 10,573 $ — $ 10,573 Footnotes to tables: (a) Accounting adjustment related to the Revenue Recognition Error. (b) Accounting adjustment related to the Amortization Error. (c) Accounting adjustment related to the Equity Compensation Error. (d) Accounting adjustment resulting from the impact of the corrections of (a), (b) and (c) on our income tax expense. |