Restatement of Previously Issued Condensed Consolidated Financial Statements | NOTE 3. RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Subsequent to the issuance of the Company’s unaudited interim condensed consolidated financial statements as of and for the three months ended March 31, 2024, the Company identified errors in the calculation of its excess and obsolete inventory reserves, as well as its accounting for inventory variances, which resulted in an overstatement of Inventories, net as of March 31, 2023, June 30, 2023, September 30, 2023, December 31, 2023, and March 31, 2024 and a net understatement in Cost of goods sold for the interim periods ended on such dates and for the fiscal year ended December 31, 2023. The interim condensed consolidated financial statements (as restated) reflect the correction of these errors and include adjustments to correct certain other previously identified Misstatements relating to prior periods that the Company had determined to be immaterial both individually and in aggregate. Below, we have presented a reconciliation from the as previously reported to the restated values for our interim condensed financial statements for the quarterly period ended March 31, 2024. The values as previously reported were derived from our Original 2024 Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May 8, 2024. For a reconciliation of the previously reported amounts to the restated values for our quarterly period ended March 31, 2023, see the Consolidated Financial Statements and notes thereto for the year ended December 31, 2023, which are included in the Company’s amended annual filing on Form 10-K/A filed with the SEC on August 8, 2024. A description of the errors and their impacts on the previously issued financial statements are included below. Description of Misstatement Adjustments (a) Inventory Treatment The Company recorded adjustments to correct the calculation of its excess and obsolete inventory reserve and valuation of purchase price variances. The corrections resulted in a decrease in Inventories, net of $ 9,672 , in the Cost of goods sold increasing by $ 1,656 , and an increase in the beginning balance of Accumulated deficit of $ 8,016 , respectively, as of and for the quarter ended March 31, 2024. (b) Trade Receivable Reserve The Company recorded an adjustment to correct a misstatement related to the collectability of identified receivables, resulting in a decrease in Trade receivables, less allowance for doubtful accounts. (c) Income Taxes The Company recorded adjustments to recognize the net impact on current and deferred income taxes associated with all the Misstatements described herein. The adjustments to income taxes were recorded the period corresponding with the respective Misstatements. PARAGON 28, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS March 31, 2024 As Adjustments Ref As Restated ASSETS Current assets: Cash and cash equivalents $ 58,222 $ — $ 58,222 Trade receivables, net of allowance for doubtful accounts of $ 2,268 40,262 ( 567 ) (b) 39,695 Inventories, net 104,298 ( 9,672 ) (a) 94,626 Income taxes receivable 597 — 597 Other current assets 4,013 — 4,013 Total current assets 207,392 ( 10,239 ) 197,153 Property and equipment, net 75,701 — 75,701 Intangible assets, net 21,458 — 21,458 Goodwill 25,465 — 25,465 Deferred income taxes 678 12 690 Other assets 3,900 — 3,900 Total assets $ 334,594 $ ( 10,227 ) $ 324,367 LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 29,224 $ — $ 29,224 Accrued expenses 26,823 — 26,823 Other current liabilities 909 — 909 Current maturities of long-term debt 640 — 640 Income taxes payable 450 ( 46 ) (c) 404 Total current liabilities 58,046 ( 46 ) 58,000 Long-term liabilities: Long-term debt net, less current maturities 109,847 — 109,847 Other long-term liabilities 1,356 — 1,356 Deferred income taxes 231 — 231 Income taxes payable 638 — 638 Total liabilities 170,118 ( 46 ) 170,072 Commitments and contingencies (Note 11) Stockholders' equity: Common stock, $ 0.01 par value, 300,000,000 shares authorized; 83,858,930 shares issued, and 82,945,411 shares outstanding 828 — 828 Additional paid in capital 301,459 — 301,459 Accumulated deficit ( 130,864 ) ( 10,181 ) (a)(b)(c) ( 141,045 ) Accumulated other comprehensive loss ( 965 ) — ( 965 ) Treasury stock, at cost; 913,519 shares as of March 31, 2024 and ( 5,982 ) — ( 5,982 ) Total stockholders' equity 164,476 ( 10,181 ) 154,295 Total liabilities & stockholders' equity $ 334,594 $ ( 10,227 ) $ 324,367 The description of each error is in the Description of Misstatement Adjustments provided herein this Note 3 Restatement of Previously Issued Condensed Consolidated Financial Statements. The impact of each error for the corresponding period in the above table is described below: (a) Inventory Treatment - The correction of the misstatement resulted in a decrease to Inventories, net and an increase to Accumulated deficit of $ 9,672 , including an increase to the beginning balance of Accumulated deficit of $ 8,016 for the three-months ended March 31, 2024. (b) Trade Receivable Reserve - The correction of the misstatement resulted in a decrease to Trade receivables, net of allowance for doubtful accounts and an increase to Accumulated deficit of $ 567 as of March 31, 2024 (c) Income Tax Adjustment - The correction of the misstatement resulted in an increase to Deferred income taxes of $ 12 , a decrease to Income taxes payable of $ 46 , and a decrease to Accumulated deficit of $ 58 as of March 31, 2024. PARAGON 28, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Three Months Ended March 31, 2024 As Adjustments Ref As Restated Net revenue $ 61,082 $ — $ 61,082 Cost of goods sold 12,186 1,656 (a) 13,842 Gross profit 48,896 ( 1,656 ) 47,240 Operating expenses: Research and development costs 7,584 — 7,584 Selling, general, and administrative 54,215 567 (b) 54,782 Total operating expenses 61,799 567 62,366 Operating loss ( 12,903 ) ( 2,223 ) ( 15,126 ) Other income (expense): Other income (expense), net 515 — 515 Interest expense, net ( 2,622 ) — ( 2,622 ) Total other expense, net ( 2,107 ) — ( 2,107 ) Loss before income taxes ( 15,010 ) ( 2,223 ) ( 17,233 ) Income tax expense (benefit) 224 ( 58 ) (c) 166 Net loss $ ( 15,234 ) $ ( 2,165 ) $ ( 17,399 ) Foreign currency translation adjustment ( 1,097 ) — ( 1,097 ) Comprehensive loss $ ( 16,331 ) $ ( 2,165 ) $ ( 18,496 ) Weighted average number of shares of common stock outstanding: Basic 82,854,334 — 82,854,334 Diluted 82,854,334 — 82,854,334 Net loss per share attributable to common stockholders: Basic $ ( 0.18 ) $ ( 0.03 ) $ ( 0.21 ) Diluted $ ( 0.18 ) $ ( 0.03 ) $ ( 0.21 ) The description of each error is in the Description of Misstatement Adjustments provided herein this Note 3 Restatement of Previously Issued Condensed Consolidated Financial Statements. The impact of each error for the corresponding period in the above table is described below: (a) Inventory Treatment - The correction of the misstatement resulted in an increase to Cost of goods sold of $ 1,656 for the three-months ended March 31, 2024. (b) Trade Receivable Reserve - The correction of the misstatement resulted in an increase to Selling, general and administrative of $ 567 for the three-months ended March 31, 2024. (c) Income Tax Adjustment - The correction of the misstatement resulted in a decrease to Income tax expense (benefit) of $ 58 for the three-months ended March 31, 2024. PARAGON 28, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Additional Other Total Common Stock Paid-in- Accumulated Comprehensive Treasury Stockholders' As Previously Reported Ref Shares Amount Capital Deficit Loss Stock Equity Balance, December 31, 2023 82,825,455 $ 827 $ 298,394 $ ( 115,630 ) $ 132 $ ( 5,982 ) $ 177,741 Net Loss — — — ( 15,234 ) — — ( 15,234 ) Options exercised 48,750 — 298 — — — 298 Restricted stock vested 71,206 1 ( 401 ) — — — ( 400 ) Foreign currency translation — — — — ( 1,097 ) — ( 1,097 ) Employee stock purchase plan — — 80 — — — 80 Stock-based compensation — — 3,088 — — — 3,088 Balance March 31, 2024 82,945,411 $ 828 $ 301,459 $ ( 130,864 ) $ ( 965 ) $ ( 5,982 ) $ 164,476 Adjustments Balance, December 31, 2023 (a) — $ — $ — $ ( 8,016 ) $ — $ — $ ( 8,016 ) Net Loss (a)(b)(c) — — — ( 2,165 ) — — ( 2,165 ) Options exercised — — — — — — — Restricted stock vested — — — — — — — Foreign currency translation — — — — — — — Employee stock purchase plan — — — — — — — Stock-based compensation — — — — — — — Balance March 31, 2024 — $ — $ — $ ( 10,181 ) $ — $ — $ ( 10,181 ) As Restated Balance, December 31, 2023 82,825,455 $ 827 $ 298,394 $ ( 123,646 ) $ 132 $ ( 5,982 ) $ 169,725 Net Loss — — — ( 17,399 ) — — ( 17,399 ) Options exercised 48,750 — 298 — — — 298 Restricted stock vested 71,206 1 ( 401 ) — — — ( 400 ) Foreign currency translation — — — — ( 1,097 ) — ( 1,097 ) Employee stock purchase plan — — 80 — — — 80 Stock-based compensation — — 3,088 — — — 3,088 Balance March 31, 2024 82,945,411 $ 828 $ 301,459 $ ( 141,045 ) $ ( 965 ) $ ( 5,982 ) $ 154,295 See descriptions of the Balance, December 31, 2023 impacts in the Condensed Consolidated Balance Sheets. See descriptions of the Net loss impacts in the Condensed Consolidated Statement of Operations and Comprehensive Loss. PARAGON 28, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2024 As Adjustments Ref As Restated Cash flows from operating activities Net loss $ ( 15,234 ) $ ( 2,165 ) (a)(b)(c) $ ( 17,399 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,258 — 4,258 Allowance for doubtful accounts — 567 (b) 567 Provision for excess and obsolete inventories 471 2,411 (a) 2,882 Stock-based compensation 3,088 — 3,088 Change in fair value of financial instruments ( 519 ) — ( 519 ) Other ( 785 ) — ( 785 ) Changes in other assets and liabilities, net of acquisitions: Accounts receivable ( 3,099 ) — ( 3,099 ) Inventories ( 7,044 ) ( 755 ) (a) ( 7,799 ) Accounts payable 7,441 — 7,441 Accrued expenses 194 — 194 Income tax payable 398 ( 58 ) (c) 340 Other assets and liabilities ( 162 ) — ( 162 ) Net cash used in operating activities ( 10,993 ) — ( 10,993 ) Cash flows from investing activities Purchases of property and equipment ( 5,817 ) — ( 5,817 ) Proceeds from sale of property and equipment 292 — 292 Purchases of intangible assets ( 253 ) — ( 253 ) Net cash used in investing activities ( 5,778 ) — ( 5,778 ) Cash flows from financing activities Payments on long-term debt ( 160 ) — ( 160 ) Proceeds from exercise of stock options 298 — 298 RSU vesting, taxes paid ( 400 ) — ( 400 ) Payments on earnout liability ( 1,000 ) — ( 1,000 ) Net cash used in financing activities ( 1,262 ) — ( 1,262 ) Effect of exchange rate changes on cash and cash equivalents 616 — 616 Net (decrease) increase in cash and cash equivalents ( 17,417 ) — ( 17,417 ) Cash and cash equivalents at beginning of period 75,639 — 75,639 Cash and cash equivalents at end of period $ 58,222 $ — $ 58,222 Supplemental disclosures of cash flow information: Cash paid for income taxes $ ― $ ― $ ― Cash paid for interest 2,264 — 2,264 Purchase of property and equipment included in accounts payable 4,952 — 4,952 See descriptions of the Net loss impacts in the Condensed Consolidated Statement of Operations and Comprehensive Loss. |