Restatement of Condensed Consolidated Financial Statements | Restatement of Condensed Consolidated Financial Statements The Company's condensed consolidated financial statements as of and for the three and six months ended June 30, 2018, along with the accompanying footnotes, have been restated herein to correct a material error. As described in the Company's Annual Report on Form 10-K/A, the Board of Directors of Pluralsight, Inc., in consultation with the Audit Committee of the Board, reached a determination on June 13, 2019 that the Company's consolidated financial statements and related disclosures for the year ended December 31, 2018, and the condensed consolidated financial statements for each of the quarterly and year-to-date periods ended June 30 and September 30, 2018, contained a material error in recognizing non-cash equity-based compensation resulting in an understatement of net loss. This non-cash equity-based compensation error related to the incorrect timing of recognition of expense for certain RSUs, which expense was initially recognized on a straight-line attribution basis. Upon further review, management determined that the non-cash equity-based compensation expense for such RSUs should have been recognized on a tranche-by-tranche basis ("accelerated attribution method") because the RSUs have a graded-vesting schedule and contain a performance condition. The impact of correcting the attribution shifts the non-cash equity-based compensation expense to earlier reporting periods, while the total cumulative expense expected to be recognized over the service period will remain the same. The Company previously restated the financial statements for the year ended December 31, 2018 in its Annual Report on Form 10-K/A as filed on June 27, 2019, and included detailed disclosure of the restatement impact on the consolidated financial statements for the quarterly and year-to-date periods ended June 30, 2018 and September 30, 2018. However, because the Company did not amend its Quarterly Reports on Form 10-Q for the period ended June 30, 2018, the effects of the restatement on the condensed consolidated financial statements for such interim period are reflected in the comparative interim financial statements contained herein. The following tables present the effects of the restatement on the Company's unaudited condensed consolidated statements of operations and comprehensive loss for the three and six month periods ended June 30, 2018, and on the unaudited condensed consolidated statements of redeemable convertible preferred units, members’ deficit, and stockholders’ equity, and cash flows for the six months ended June 30, 2018. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Revenue $ 53,572 $ — $ 53,572 $ 103,216 $ — $ 103,216 Cost of revenue 15,890 43 15,933 30,776 43 30,819 Gross profit 37,682 (43 ) 37,639 72,440 (43 ) 72,397 Operating expenses: Sales and marketing 38,933 2,924 41,857 68,400 2,924 71,324 Technology and content 16,493 1,903 18,396 29,818 1,903 31,721 General and administrative 19,448 6,554 26,002 30,740 6,554 37,294 Total operating expenses 74,874 11,381 86,255 128,958 11,381 140,339 Loss from operations (37,192 ) (11,424 ) (48,616 ) (56,518 ) (11,424 ) (67,942 ) Other (expense) income: Interest expense (2,424 ) — (2,424 ) (6,134 ) — (6,134 ) Loss on debt extinguishment (4,085 ) — (4,085 ) (4,085 ) — (4,085 ) Other income, net 48 — 48 35 — 35 Loss before income taxes (43,653 ) (11,424 ) (55,077 ) (66,702 ) (11,424 ) (78,126 ) Provision for income taxes (143 ) — (143 ) (252 ) — (252 ) Net loss $ (43,796 ) $ (11,424 ) $ (55,220 ) $ (66,954 ) $ (11,424 ) $ (78,378 ) Less: Net loss attributable to non-controlling interests (12,706 ) (1,204 ) (13,910 ) (12,706 ) (1,204 ) (13,910 ) Net loss attributable to Pluralsight, Inc. $ (31,090 ) $ (10,220 ) $ (41,310 ) $ (54,248 ) $ (10,220 ) $ (64,468 ) Less: Accretion of Series A redeemable convertible preferred units (156,750 ) — (156,750 ) (176,275 ) — (176,275 ) Net loss attributable to common shares $ (187,840 ) $ (10,220 ) $ (198,060 ) $ (230,523 ) $ (10,220 ) $ (240,743 ) Net loss per share, basic and diluted (1) $ (0.19 ) $ (0.01 ) $ (0.20 ) $ (0.19 ) $ (0.01 ) $ (0.20 ) Weighted-average common shares used in computing basic and diluted net loss per share (1) 62,252 62,252 62,252 62,252 ________________________ (1) N et loss per share, basic and diluted and weighted-average common shares used in computing basic and diluted net loss per share for the three and six months ended June 30, 2018 reflect only the activity for the portion of the period following Pluralsight, Inc.'s initial public offering and the Reorganization Transactions described in Note 1—Organization and Description of Business. See Note 17—Net Loss Per Share for additional details. Condensed Consolidated Statements of Comprehensive Loss (in thousands) Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Net loss $ (43,796 ) $ (11,424 ) $ (55,220 ) $ (66,954 ) $ (11,424 ) $ (78,378 ) Other comprehensive loss: Foreign currency translation losses, net (63 ) — (63 ) (58 ) — (58 ) Comprehensive loss $ (43,859 ) $ (11,424 ) $ (55,283 ) $ (67,012 ) $ (11,424 ) $ (78,436 ) Less: Comprehensive loss attributable to non-controlling interests (12,727 ) (1,204 ) (13,931 ) (12,727 ) (1,204 ) (13,931 ) Comprehensive loss attributable to Pluralsight, Inc. $ (31,132 ) $ (10,220 ) $ (41,352 ) $ (54,285 ) $ (10,220 ) $ (64,505 ) Condensed Consolidated Statement of Redeemable Convertible Preferred Units, Members’ Deficit As Previously Reported for the Six Months Ended June 30, 2018 (in thousands, except share/unit amounts) Redeemable Members’ Capital Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Accumulated Non-Controlling Interests Total Units Amount Units Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2017 48,447,880 $ 405,766 48,407,645 $ — — $ — — $ — — $ — $ — $ 25 $ (445,102 ) $ — $ (445,077 ) Activity prior to the Reorganization Transactions: Issuance of warrants to purchase Class A common units — — — 984 — — — — — — — — — — 984 Equity-based compensation — — — 13,155 — — — — — — — — — — 13,155 Accretion of Series A redeemable convertible preferred units — 176,275 — (14,139 ) — — — — — — — — (162,136 ) — (176,275 ) Foreign currency translation losses — — — — — — — — — — — (18 ) — — (18 ) Net loss — — — — — — — — — — — — (42,660 ) — (42,660 ) Effect of the Reorganization Transactions and initial public offering: Effect of the reorganization transactions (48,447,880 ) (582,041 ) (48,407,645 ) — 39,110,660 4 58,111,572 6 14,048,138 1 581,952 — — — 581,963 Initial public offering, net of offering costs — — — — 23,805,000 2 — — — — 324,677 — — — 324,679 Allocation of equity to non-controlling interests — — — — — — — — — — (474,007 ) (4 ) 339,782 134,229 — Activity subsequent to the Reorganization Transactions and initial public offering: Settlement of equity appreciation rights — — — — — — — — — — (325 ) — — — (325 ) Equity-based compensation — — — — — — — — — — 7,773 — — — 7,773 Adjustment to non-controlling interests — — — — — — — — — — (3,893 ) — — 3,893 — Foreign currency translation losses — — — — — — — — — — — (19 ) — (21 ) (40 ) Net loss — — — — — — — — — — — — (11,588 ) (12,706 ) (24,294 ) Balance at June 30, 2018 — $ — — $ — 62,915,660 $ 6 58,111,572 $ 6 14,048,138 $ 1 $ 436,177 $ (16 ) $ (321,704 ) $ 125,395 $ 239,865 Condensed Consolidated Statement of Redeemable Convertible Preferred Units, Members’ Deficit, and Stockholders’ Equity (Continued) Restatement Adjustments for the Six Months Ended June 30, 2018 (in thousands, except share/unit amounts) Redeemable Members’ Capital Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Accumulated Non-Controlling Interests Total Units Amount Units Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2017 — $ — — $ — — $ — — $ — — $ — $ — $ — $ — $ — $ — Activity prior to the Reorganization Transactions: Issuance of warrants to purchase Class A common units — — — — — — — — — — — — — — — Equity-based compensation — — — 9,123 — — — — — — — — — — 9,123 Accretion of Series A redeemable convertible preferred units — — — (9,123 ) — — — — — — — — 9,123 — — Foreign currency translation losses — — — — — — — — — — — — — — — Net loss — — — — — — — — — — — — (9,123 ) — (9,123 ) Effect of the Reorganization Transactions and initial public offering: — Effect of the reorganization transactions — — — — — — — — — — — — — — — Initial public offering, net of offering costs — — — — — — — — — — — — — — — Allocation of equity to non-controlling interests — — — — — — — — — — — — — — — Activity subsequent to the Reorganization Transactions and initial public offering: Settlement of equity appreciation rights — — — — — — — — — — — — — — — Equity-based compensation — — — — — — — — — — 2,301 — — — 2,301 Adjustment to non-controlling interests — — — — — — — — — — (1,204 ) — — 1,204 — Foreign currency translation losses — — — — — — — — — — — — — — — Net loss — — — — — — — — — — — — (1,097 ) (1,204 ) (2,301 ) Balance at June 30, 2018 — $ — — $ — — $ — — $ — — $ — $ 1,097 $ — $ (1,097 ) $ — $ — Condensed Consolidated Statement of Redeemable Convertible Preferred Units, Members’ Deficit, and Stockholders’ Equity (Continued) As Restated for the Six Months Ended June 30, 2018 (in thousands, except share/unit amounts) Redeemable Members’ Capital Class A Common Stock Class B Common Stock Class C Common Stock Additional Accumulated Accumulated Non-Controlling Interests Total Units Amount Units Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2017 48,447,880 $ 405,766 48,407,645 $ — — $ — — $ — — $ — $ — $ 25 $ (445,102 ) $ — $ (445,077 ) Activity prior to the Reorganization Transactions: Issuance of warrants to purchase Class A common units — — — 984 — — — — — — — — — — 984 Equity-based compensation, as restated — — — 22,278 — — — — — — — — — — 22,278 Accretion of Series A redeemable convertible preferred units, as restated — 176,275 — (23,262 ) — — — — — — — — (153,013 ) — (176,275 ) Foreign currency translation losses — — — — — — — — — — — (18 ) — — (18 ) Net loss, as restated — — — — — — — — — — — — (51,783 ) — (51,783 ) Effect of the Reorganization Transactions and initial public offering: Effect of the reorganization transactions (48,447,880 ) (582,041 ) (48,407,645 ) — 39,110,660 4 58,111,572 6 14,048,138 1 581,952 — — — 581,963 Initial public offering, net of offering costs — — — — 23,805,000 2 — — — — 324,677 — — — 324,679 Allocation of equity to non-controlling interests — — — — — — — — — — (474,007 ) (4 ) 339,782 134,229 — Activity subsequent to the Reorganization Transactions and initial public offering: Settlement of equity appreciation rights — — — — — — — — — — (325 ) — — — (325 ) Equity-based compensation, as restated — — — — — — — — — — 10,074 — — — 10,074 Adjustment to non-controlling interests, as restated — — — — — — — — — — (5,097 ) — — 5,097 — Foreign currency translation losses — — — — — — — — — — — (19 ) — (21 ) (40 ) Net loss, as restated — — — — — — — — — — — — (12,685 ) (13,910 ) (26,595 ) Balance at June 30, 2018, as restated — $ — — $ — 62,915,660 $ 6 58,111,572 $ 6 14,048,138 $ 1 $ 437,274 $ (16 ) $ (322,801 ) $ 125,395 $ 239,865 Condensed Consolidated Statements of Cash Flows (in thousands) Six Months Ended June 30, 2018 As Previously Reported Adjustments As Restated Operating activities Net loss $ (66,954 ) $ (11,424 ) $ (78,378 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation of property and equipment 4,358 — 4,358 Amortization of acquired intangible assets 6,665 — 6,665 Amortization of course creation costs 930 — 930 Equity-based compensation 20,928 11,424 32,352 Provision for doubtful accounts 358 — 358 Amortization of debt discount and debt issuance costs 1,215 — 1,215 Debt extinguishment costs 4,180 — 4,180 Deferred tax benefit (64 ) — (64 ) Changes in assets and liabilities: Accounts receivable 1,335 — 1,335 Prepaid expenses and other assets (3,858 ) — (3,858 ) Accounts payable (588 ) — (588 ) Accrued expenses and other liabilities (2,839 ) — (2,839 ) Accrued author fees 617 — 617 Deferred revenue 17,500 — 17,500 Net cash used in operating activities (16,217 ) — (16,217 ) Investing activities Purchases of property and equipment (4,574 ) — (4,574 ) Purchases of content library (1,504 ) — (1,504 ) Net cash used in investing activities (6,078 ) — (6,078 ) Financing activities Proceeds from initial public offering, net of underwriting discounts and commissions 332,080 — 332,080 Payments of costs related to initial public offering (3,085 ) — (3,085 ) Borrowings of long-term debt 20,000 — 20,000 Repayments of long-term debt (137,710 ) — (137,710 ) Payments of debt extinguishment costs (2,162 ) — (2,162 ) Payments of debt issuance costs (450 ) — (450 ) Payments to settle equity appreciation rights (325 ) — (325 ) Taxes paid related to net share settlement (78 ) — (78 ) Payments of facility financing obligation (8 ) — (8 ) Net cash provided by financing activities 208,262 — 208,262 Effect of exchange rate change on cash, cash equivalents, and restricted cash (86 ) — (86 ) Net increase in cash, cash equivalents, and restricted cash 185,881 — 185,881 Cash, cash equivalents, and restricted cash, beginning of period 28,477 — 28,477 Cash, cash equivalents, and restricted cash, end of period $ 214,358 $ — $ 214,358 Description of Adjustments The adjustments in the tables above reflect an increase in equity-based compensation expense due to the correction of an error in attribution of equity-based compensation from the straight-line method to the accelerated attribution method. The following table outlines the classification of the equity-based compensation adjustments in the statements of operations: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated Cost of revenue $ 46 $ 43 $ 89 $ 46 $ 43 $ 89 Sales and marketing 4,432 2,924 7,356 4,971 2,924 7,895 Technology and content 2,668 1,903 4,571 3,049 1,903 4,952 General and administrative 10,409 6,554 16,963 12,862 6,554 19,416 Total equity-based compensation $ 17,555 $ 11,424 $ 28,979 $ 20,928 $ 11,424 $ 32,352 |