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Delaware
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82-3605465
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, $0.0001 par value per share
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PS
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Nasdaq Global Select Market
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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ý
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Smaller reporting company
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☐
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Emerging growth company
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ý
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II. OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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||
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•
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our ability to attract new customers and retain and expand our relationships with existing customers;
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•
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our ability to expand our course library and develop new platform features;
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•
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our future financial performance, including trends in billings, revenue, costs of revenue, gross margin, operating expenses, and free cash flow;
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•
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the demand for, and market acceptance of, our platform or for cloud-based technology learning solutions in general;
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•
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our ability to compete successfully in competitive markets;
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•
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our ability to respond to rapid technological changes;
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•
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our expectations and management of future growth;
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•
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our ability to enter new markets and manage our expansion efforts, particularly internationally;
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•
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our ability to attract and retain key employees and qualified technical and sales personnel;
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•
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our ability to improve sales management and execution;
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•
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our ability to effectively and efficiently protect our brand;
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•
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our ability to timely scale and adapt our infrastructure;
|
•
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our ability to maintain, protect, and enhance our intellectual property and not infringe upon others’ intellectual property;
|
•
|
our ability to successfully identify, acquire, and integrate companies and assets;
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•
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our ability to successfully defend ourselves in legal proceedings;
|
•
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the amount and timing of any payments we make under the fourth amended and restated limited liability company agreement of Pluralsight Holdings, or the Fourth LLC Agreement, and our Tax Receivable Agreement, or TRA, with the members of Pluralsight Holdings;
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•
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our use of net proceeds from our convertible note offering in March 2019;
|
•
|
our ability to satisfy our obligations under the convertible senior notes;
|
•
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our ability to successfully integrate GitPrime, Inc.'s ("GitPrime") operations;
|
•
|
our ability to implement our plans, forecasts and other expectations with respect to GitPrime's business; and
|
•
|
our ability to realize the anticipated benefits of the acquisition of GitPrime, including the possibility that the expected benefits from the acquisition will not be realized within the expected time period.
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
120,871
|
|
|
$
|
194,306
|
|
Short-term investments
|
|
328,602
|
|
|
—
|
|
||
Accounts receivable, net of allowances of $2,909 and $2,501 as of September 30, 2019 and December 31, 2018, respectively
|
|
63,001
|
|
|
63,436
|
|
||
Deferred contract acquisition costs, net
|
|
17,128
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
|
12,664
|
|
|
8,323
|
|
||
Total current assets
|
|
542,266
|
|
|
266,065
|
|
||
Restricted cash
|
|
27,748
|
|
|
16,765
|
|
||
Long-term investments
|
|
84,210
|
|
|
—
|
|
||
Property and equipment, net
|
|
56,471
|
|
|
31,641
|
|
||
Content library, net
|
|
8,207
|
|
|
7,050
|
|
||
Intangible assets, net
|
|
24,057
|
|
|
1,759
|
|
||
Goodwill
|
|
261,622
|
|
|
123,119
|
|
||
Deferred contract acquisition costs, noncurrent, net
|
|
4,435
|
|
|
—
|
|
||
Other assets
|
|
1,530
|
|
|
1,064
|
|
||
Total assets
|
|
$
|
1,010,546
|
|
|
$
|
447,463
|
|
Liabilities and stockholders' equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
4,664
|
|
|
$
|
7,160
|
|
Accrued expenses
|
|
37,635
|
|
|
32,047
|
|
||
Accrued author fees
|
|
11,294
|
|
|
10,002
|
|
||
Deferred revenue
|
|
177,523
|
|
|
157,695
|
|
||
Total current liabilities
|
|
231,116
|
|
|
206,904
|
|
||
Deferred revenue, noncurrent
|
|
17,586
|
|
|
14,886
|
|
||
Convertible senior notes, net
|
|
463,656
|
|
|
—
|
|
||
Facility financing obligations
|
|
38,225
|
|
|
15,777
|
|
||
Other liabilities
|
|
2,157
|
|
|
1,303
|
|
||
Total liabilities
|
|
752,740
|
|
|
238,870
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.0001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Class A common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, 101,638,179 shares issued and outstanding as of September 30, 2019; 65,191,907 shares issued and outstanding as of December 31, 2018
|
|
10
|
|
|
7
|
|
||
Class B common stock, $0.0001 par value per share, 200,000,000 shares authorized, 24,442,952 shares issued and outstanding as of September 30, 2019; 57,490,881 shares issued and outstanding as of December 31, 2018
|
|
2
|
|
|
6
|
|
||
Class C common stock, $0.0001 par value per share, 50,000,000 shares authorized, 14,289,762 shares issued and outstanding as of September 30, 2019; 14,586,173 shares issued and outstanding as of December 31, 2018
|
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
|
615,713
|
|
|
456,899
|
|
||
Accumulated other comprehensive income (loss)
|
|
185
|
|
|
(41
|
)
|
||
Accumulated deficit
|
|
(426,777
|
)
|
|
(355,446
|
)
|
||
Total stockholders’ equity attributable to Pluralsight, Inc.
|
|
189,134
|
|
|
101,426
|
|
||
Non-controlling interests
|
|
68,672
|
|
|
107,167
|
|
||
Total stockholders’ equity
|
|
257,806
|
|
|
208,593
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
1,010,546
|
|
|
$
|
447,463
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
82,620
|
|
|
$
|
61,553
|
|
|
$
|
228,099
|
|
|
$
|
164,769
|
|
Cost of revenue
|
|
17,825
|
|
|
15,347
|
|
|
52,336
|
|
|
46,166
|
|
||||
Gross profit
|
|
64,795
|
|
|
46,206
|
|
|
175,763
|
|
|
118,603
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
55,727
|
|
|
42,632
|
|
|
149,852
|
|
|
113,956
|
|
||||
Technology and content
|
|
27,799
|
|
|
18,137
|
|
|
72,829
|
|
|
49,858
|
|
||||
General and administrative
|
|
20,817
|
|
|
19,818
|
|
|
63,591
|
|
|
57,112
|
|
||||
Total operating expenses
|
|
104,343
|
|
|
80,587
|
|
|
286,272
|
|
|
220,926
|
|
||||
Loss from operations
|
|
(39,548
|
)
|
|
(34,381
|
)
|
|
(110,509
|
)
|
|
(102,323
|
)
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(7,778
|
)
|
|
(342
|
)
|
|
(17,499
|
)
|
|
(6,476
|
)
|
||||
Loss on debt extinguishment
|
|
(950
|
)
|
|
—
|
|
|
(950
|
)
|
|
(4,085
|
)
|
||||
Other income, net
|
|
2,878
|
|
|
654
|
|
|
8,532
|
|
|
689
|
|
||||
Loss before income taxes
|
|
(45,398
|
)
|
|
(34,069
|
)
|
|
(120,426
|
)
|
|
(112,195
|
)
|
||||
Provision for income taxes
|
|
(404
|
)
|
|
(254
|
)
|
|
(701
|
)
|
|
(506
|
)
|
||||
Net loss
|
|
$
|
(45,802
|
)
|
|
$
|
(34,323
|
)
|
|
$
|
(121,127
|
)
|
|
$
|
(112,701
|
)
|
Less: Net loss attributable to non-controlling interests
|
|
(13,073
|
)
|
|
(17,980
|
)
|
|
(39,763
|
)
|
|
(31,890
|
)
|
||||
Net loss attributable to Pluralsight, Inc.
|
|
$
|
(32,729
|
)
|
|
$
|
(16,343
|
)
|
|
$
|
(81,364
|
)
|
|
$
|
(80,811
|
)
|
Less: Accretion of Series A redeemable convertible preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,275
|
)
|
||||
Net loss attributable to shares of Class A common stock
|
|
$
|
(32,729
|
)
|
|
$
|
(16,343
|
)
|
|
$
|
(81,364
|
)
|
|
$
|
(257,086
|
)
|
Net loss per share, basic and diluted(1)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.47
|
)
|
Weighted-average shares of Class A common stock used in computing basic and diluted net loss per share(1)
|
|
101,407
|
|
|
62,472
|
|
|
91,741
|
|
|
62,400
|
|
(1)
|
Net loss per share, basic and diluted and weighted-average common shares used in computing basic and diluted net loss per share for the nine months ended September 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.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(45,802
|
)
|
|
$
|
(34,323
|
)
|
|
$
|
(121,127
|
)
|
|
$
|
(112,701
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gains on investments
|
|
19
|
|
|
—
|
|
|
398
|
|
|
—
|
|
||||
Foreign currency translation losses, net
|
|
(90
|
)
|
|
(39
|
)
|
|
(79
|
)
|
|
(97
|
)
|
||||
Comprehensive loss
|
|
$
|
(45,873
|
)
|
|
$
|
(34,362
|
)
|
|
$
|
(120,808
|
)
|
|
$
|
(112,798
|
)
|
Less: Comprehensive loss attributable to non-controlling interests
|
|
(13,092
|
)
|
|
(18,001
|
)
|
|
(39,670
|
)
|
|
(31,932
|
)
|
||||
Comprehensive loss attributable to Pluralsight, Inc.
|
|
$
|
(32,781
|
)
|
|
$
|
(16,361
|
)
|
|
$
|
(81,138
|
)
|
|
$
|
(80,866
|
)
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated Other Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Non-Controlling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||||
|
Units
|
|
Amount
|
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at June 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
101,096,472
|
|
|
$
|
10
|
|
|
24,664,113
|
|
|
$
|
2
|
|
|
14,186,856
|
|
|
$
|
1
|
|
|
$
|
599,558
|
|
|
$
|
237
|
|
|
$
|
(394,048
|
)
|
|
$
|
74,346
|
|
|
$
|
280,106
|
|
Effect of exchanges of LLC Units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
116,709
|
|
|
—
|
|
|
(116,709
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
—
|
|
||||||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
399,052
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
102,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
25,946
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245
|
|
||||||||||
Forfeiture of unvested LLC Units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,452
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Repurchases of equity component of convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,965
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,965
|
)
|
||||||||||
Settlement of capped calls related to repurchases of convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,009
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,009
|
|
||||||||||
Adjustments to non-controlling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,656
|
)
|
|
—
|
|
|
—
|
|
|
7,656
|
|
|
—
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(19
|
)
|
|
(71
|
)
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,729
|
)
|
|
(13,073
|
)
|
|
(45,802
|
)
|
||||||||||
Balance at September 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
101,638,179
|
|
|
$
|
10
|
|
|
24,442,952
|
|
|
$
|
2
|
|
|
14,289,762
|
|
|
$
|
1
|
|
|
$
|
615,713
|
|
|
$
|
185
|
|
|
$
|
(426,777
|
)
|
|
$
|
68,672
|
|
|
$
|
257,806
|
|
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Non-Controlling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||||
|
|
Units
|
|
Amount
|
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at June 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
62,915,660
|
|
|
$
|
6
|
|
|
58,111,572
|
|
|
$
|
6
|
|
|
14,048,138
|
|
|
$
|
1
|
|
|
$
|
437,274
|
|
|
$
|
(16
|
)
|
|
$
|
(322,801
|
)
|
|
$
|
125,395
|
|
|
$
|
239,865
|
|
Effect of the Rescission Transactions
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(605,390
|
)
|
|
—
|
|
|
455,217
|
|
|
—
|
|
|
150,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity-based compensation, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,744
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,744
|
|
||||||||||
Adjustments to non-controlling interests, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,582
|
)
|
|
—
|
|
|
—
|
|
|
11,582
|
|
|
—
|
|
||||||||||
Foreign currency translation losses
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(21
|
)
|
|
(39
|
)
|
||||||||||
Other
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||||||
Net loss, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,343
|
)
|
|
(17,980
|
)
|
|
(34,323
|
)
|
||||||||||
Balance at September 30, 2018, as restated
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
62,310,270
|
|
|
$
|
6
|
|
|
58,566,789
|
|
|
$
|
6
|
|
|
14,198,311
|
|
|
$
|
1
|
|
|
$
|
446,463
|
|
|
$
|
(34
|
)
|
|
$
|
(339,144
|
)
|
|
$
|
118,976
|
|
|
$
|
226,274
|
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated Other Comprehensive (Loss) Income
|
|
Accumulated
Deficit |
|
Non-Controlling Interests
|
|
Total
|
|||||||||||||||||||||||||||||||||||
|
Units
|
|
Amount
|
|
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
65,191,907
|
|
|
$
|
7
|
|
|
57,490,881
|
|
|
$
|
6
|
|
|
14,586,173
|
|
|
$
|
1
|
|
|
$
|
456,899
|
|
|
$
|
(41
|
)
|
|
$
|
(355,446
|
)
|
|
$
|
107,167
|
|
|
$
|
208,593
|
|
Impact of the adoption of ASC 606
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,033
|
|
|
10,601
|
|
|
20,634
|
|
||||||||||
Effect of exchanges of LLC Units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
33,536,262
|
|
|
3
|
|
|
(32,926,084
|
)
|
|
(4
|
)
|
|
(610,178
|
)
|
|
—
|
|
|
59,158
|
|
|
—
|
|
|
—
|
|
|
(59,157
|
)
|
|
—
|
|
||||||||||
Issuance of common stock under employee stock purchase plans
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
621,463
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,257
|
|
||||||||||
Vesting of restricted stock units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,835,633
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313,767
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
452,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,619
|
|
||||||||||
Forfeiture of unvested LLC Units
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(121,845
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity component of convertible senior notes, net of issuance costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,033
|
|
||||||||||
Purchase of capped calls related to issuance of convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,432
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,432
|
)
|
||||||||||
Repurchases of equity component of convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,965
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,965
|
)
|
||||||||||
Settlement of capped calls related to repurchases of convertible senior notes
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,284
|
|
||||||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68,591
|
|
||||||||||
Adjustments to non-controlling interests
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,731
|
)
|
|
—
|
|
|
—
|
|
|
49,731
|
|
|
—
|
|
||||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
93
|
|
|
319
|
|
||||||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,364
|
)
|
|
(39,763
|
)
|
|
(121,127
|
)
|
||||||||||
Balance at September 30, 2019
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
101,638,179
|
|
|
$
|
10
|
|
|
24,442,952
|
|
|
$
|
2
|
|
|
14,289,762
|
|
|
$
|
1
|
|
|
$
|
615,713
|
|
|
$
|
185
|
|
|
$
|
(426,777
|
)
|
|
$
|
68,672
|
|
|
$
|
257,806
|
|
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,706
|
|
||||||||||
Allocation of equity to non-controlling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(474,007
|
)
|
|
(4
|
)
|
|
339,782
|
|
|
134,229
|
|
|
—
|
|
||||||||||
Activity subsequent to the Reorganization Transactions and initial public offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Effect of the Rescission Transactions
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(605,390
|
)
|
|
—
|
|
|
455,217
|
|
|
—
|
|
|
150,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Settlement of equity appreciation rights
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
||||||||||
Equity-based compensation, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,818
|
|
||||||||||
Adjustments to non-controlling interests, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,679
|
)
|
|
—
|
|
|
—
|
|
|
16,679
|
|
|
—
|
|
||||||||||
Foreign currency translation losses
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(42
|
)
|
|
(79
|
)
|
||||||||||
Net loss, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,028
|
)
|
|
(31,890
|
)
|
|
(60,918
|
)
|
||||||||||
Balance at September 30, 2018, as restated
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
62,310,270
|
|
|
$
|
6
|
|
|
58,566,789
|
|
|
$
|
6
|
|
|
14,198,311
|
|
|
$
|
1
|
|
|
$
|
446,463
|
|
|
$
|
(34
|
)
|
|
$
|
(339,144
|
)
|
|
$
|
118,976
|
|
|
$
|
226,274
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
(Restated)
|
||||
|
|
|
|
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(121,127
|
)
|
|
$
|
(112,701
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation of property and equipment
|
|
6,471
|
|
|
6,331
|
|
||
Amortization of acquired intangible assets
|
|
3,044
|
|
|
7,721
|
|
||
Amortization of course creation costs
|
|
1,841
|
|
|
1,437
|
|
||
Equity-based compensation
|
|
67,657
|
|
|
52,982
|
|
||
Amortization of deferred contract acquisition costs
|
|
17,317
|
|
|
—
|
|
||
Amortization of debt discount and issuance costs
|
|
15,120
|
|
|
1,215
|
|
||
Investment discount and premium amortization, net
|
|
(1,771
|
)
|
|
—
|
|
||
Loss on debt extinguishment
|
|
950
|
|
|
4,085
|
|
||
Other
|
|
(178
|
)
|
|
507
|
|
||
Changes in assets and liabilities, net of acquired assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
1,858
|
|
|
(10,352
|
)
|
||
Deferred contract acquisition costs
|
|
(18,668
|
)
|
|
—
|
|
||
Prepaid expenses and other assets
|
|
(3,660
|
)
|
|
(2,990
|
)
|
||
Accounts payable
|
|
(2,486
|
)
|
|
928
|
|
||
Accrued expenses and other liabilities
|
|
6,067
|
|
|
6,912
|
|
||
Accrued author fees
|
|
1,292
|
|
|
1,452
|
|
||
Deferred revenue
|
|
22,461
|
|
|
28,190
|
|
||
Net cash used in operating activities
|
|
(3,812
|
)
|
|
(14,283
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(7,619
|
)
|
|
(6,576
|
)
|
||
Purchases of content library
|
|
(3,822
|
)
|
|
(2,345
|
)
|
||
Cash paid for acquisition, net of cash acquired
|
|
(163,771
|
)
|
|
—
|
|
||
Purchases of investments
|
|
(529,653
|
)
|
|
—
|
|
||
Proceeds from sales of investments
|
|
4,967
|
|
|
—
|
|
||
Proceeds from maturities of short-term investments
|
|
112,995
|
|
|
—
|
|
||
Net cash used in investing activities
|
|
(586,903
|
)
|
|
(8,921
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of convertible senior notes, net of discount and issuance costs
|
|
616,654
|
|
|
—
|
|
||
Purchase of capped calls related to issuance of convertible senior notes
|
|
(69,432
|
)
|
|
—
|
|
||
Repurchases of convertible senior notes
|
|
(35,000
|
)
|
|
—
|
|
||
Proceeds from terminations of capped calls related to repurchases of convertible senior notes
|
|
1,284
|
|
|
—
|
|
||
Proceeds from issuance of common stock from employee equity plans
|
|
14,876
|
|
|
—
|
|
||
Proceeds from initial public offering, net of underwriting discounts and commissions
|
|
—
|
|
|
332,080
|
|
||
Payments of costs related to initial public offering
|
|
—
|
|
|
(7,083
|
)
|
||
Borrowings of long-term debt
|
|
—
|
|
|
20,000
|
|
||
Repayments of long-term debt
|
|
—
|
|
|
(137,710
|
)
|
||
Payments of debt extinguishment costs
|
|
—
|
|
|
(2,179
|
)
|
||
Payments of debt issuance costs
|
|
—
|
|
|
(450
|
)
|
||
Payments to settle equity appreciation rights
|
|
—
|
|
|
(325
|
)
|
||
Taxes paid related to net share settlement
|
|
—
|
|
|
(78
|
)
|
||
Other
|
|
(10
|
)
|
|
(13
|
)
|
||
Net cash provided by financing activities
|
|
528,372
|
|
|
204,242
|
|
||
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
|
|
(109
|
)
|
|
(136
|
)
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
|
(62,452
|
)
|
|
180,902
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
|
211,071
|
|
|
28,477
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
|
$
|
148,619
|
|
|
$
|
209,379
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
(Restated)
|
||||
|
|
|
|
|
||||
Supplemental cash flow disclosure:
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
1,126
|
|
|
$
|
4,271
|
|
Cash paid for income taxes, net
|
|
$
|
539
|
|
|
$
|
338
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
||||
Property acquired under build-to-suit agreements
|
|
$
|
22,461
|
|
|
$
|
—
|
|
Unpaid capital expenditures
|
|
$
|
752
|
|
|
$
|
252
|
|
Equity-based compensation capitalized as internal-use software
|
|
$
|
934
|
|
|
$
|
114
|
|
Unrealized gains on investments
|
|
$
|
398
|
|
|
$
|
—
|
|
Conversion of redeemable convertible preferred units
|
|
$
|
—
|
|
|
$
|
582,041
|
|
Redeemable convertible preferred unit accretion
|
|
$
|
—
|
|
|
$
|
176,275
|
|
Costs related to initial public offering, accrued but not yet paid
|
|
$
|
—
|
|
|
$
|
607
|
|
Issuance of warrants to purchase shares of Class A common stock
|
|
$
|
—
|
|
|
$
|
984
|
|
Reconciliation of cash, cash equivalents and restricted cash as shown in the statement of cash flows:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
120,871
|
|
|
$
|
208,626
|
|
Restricted cash
|
|
27,748
|
|
|
753
|
|
||
Total cash, cash equivalents, and restricted cash
|
|
$
|
148,619
|
|
|
$
|
209,379
|
|
•
|
The 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 of Pluralsight Holdings into a single class of common units. See Note 13—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 13—Stockholders' Equity for additional details.
|
•
|
Identification of the contract, or contracts, with a customer
|
•
|
Identification of the performance obligations in a contract
|
•
|
Determination of the transaction price
|
•
|
Allocation of the transaction price to the performance obligations in the contract
|
•
|
Recognition of revenue when, or as, performance obligations are satisfied
|
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||||||
|
|
December 31, 2018
|
|
Revenue Recognition
|
|
Incremental Costs of Obtaining a Contract
|
|
January 1, 2019
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
|
$
|
63,436
|
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
63,469
|
|
Deferred contract acquisition costs, net
|
|
—
|
|
|
—
|
|
|
16,461
|
|
|
16,461
|
|
||||
Deferred contract acquisition costs, noncurrent, net
|
|
—
|
|
|
—
|
|
|
3,751
|
|
|
3,751
|
|
||||
Deferred revenue
|
|
157,695
|
|
|
(389
|
)
|
|
—
|
|
|
157,306
|
|
||||
Deferred revenue, noncurrent
|
|
14,886
|
|
|
—
|
|
|
—
|
|
|
14,886
|
|
||||
Accumulated deficit
|
|
(355,446
|
)
|
|
205
|
|
|
9,828
|
|
|
(345,413
|
)
|
||||
Non-controlling interests
|
|
107,167
|
|
|
217
|
|
|
10,384
|
|
|
117,768
|
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
61,553
|
|
|
$
|
—
|
|
|
$
|
61,553
|
|
|
$
|
164,769
|
|
|
$
|
—
|
|
|
$
|
164,769
|
|
Cost of revenue
|
15,331
|
|
|
16
|
|
|
15,347
|
|
|
46,107
|
|
|
59
|
|
|
46,166
|
|
||||||
Gross profit
|
46,222
|
|
|
(16
|
)
|
|
46,206
|
|
|
118,662
|
|
|
(59
|
)
|
|
118,603
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sales and marketing
|
41,392
|
|
|
1,240
|
|
|
42,632
|
|
|
109,792
|
|
|
4,164
|
|
|
113,956
|
|
||||||
Technology and content
|
17,227
|
|
|
910
|
|
|
18,137
|
|
|
47,045
|
|
|
2,813
|
|
|
49,858
|
|
||||||
General and administrative
|
17,398
|
|
|
2,420
|
|
|
19,818
|
|
|
48,138
|
|
|
8,974
|
|
|
57,112
|
|
||||||
Total operating expenses
|
76,017
|
|
|
4,570
|
|
|
80,587
|
|
|
204,975
|
|
|
15,951
|
|
|
220,926
|
|
||||||
Loss from operations
|
(29,795
|
)
|
|
(4,586
|
)
|
|
(34,381
|
)
|
|
(86,313
|
)
|
|
(16,010
|
)
|
|
(102,323
|
)
|
||||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
(342
|
)
|
|
—
|
|
|
(342
|
)
|
|
(6,476
|
)
|
|
—
|
|
|
(6,476
|
)
|
||||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,085
|
)
|
|
—
|
|
|
(4,085
|
)
|
||||||
Other income, net
|
654
|
|
|
—
|
|
|
654
|
|
|
689
|
|
|
—
|
|
|
689
|
|
||||||
Loss before income taxes
|
(29,483
|
)
|
|
(4,586
|
)
|
|
(34,069
|
)
|
|
(96,185
|
)
|
|
(16,010
|
)
|
|
(112,195
|
)
|
||||||
Provision for income taxes
|
(254
|
)
|
|
—
|
|
|
(254
|
)
|
|
(506
|
)
|
|
—
|
|
|
(506
|
)
|
||||||
Net loss
|
$
|
(29,737
|
)
|
|
$
|
(4,586
|
)
|
|
$
|
(34,323
|
)
|
|
$
|
(96,691
|
)
|
|
$
|
(16,010
|
)
|
|
$
|
(112,701
|
)
|
Less: Net loss attributable to non-controlling interests
|
(15,578
|
)
|
|
(2,402
|
)
|
|
(17,980
|
)
|
|
(28,284
|
)
|
|
(3,606
|
)
|
|
(31,890
|
)
|
||||||
Net loss attributable to Pluralsight, Inc.
|
$
|
(14,159
|
)
|
|
$
|
(2,184
|
)
|
|
$
|
(16,343
|
)
|
|
$
|
(68,407
|
)
|
|
$
|
(12,404
|
)
|
|
$
|
(80,811
|
)
|
Less: Accretion of Series A redeemable convertible preferred units
|
—
|
|
|
—
|
|
|
—
|
|
|
(176,275
|
)
|
|
—
|
|
|
(176,275
|
)
|
||||||
Net loss attributable to shares of Class A common stock
|
$
|
(14,159
|
)
|
|
$
|
(2,184
|
)
|
|
$
|
(16,343
|
)
|
|
$
|
(244,682
|
)
|
|
$
|
(12,404
|
)
|
|
$
|
(257,086
|
)
|
Net loss per share, basic and diluted(1)
|
$
|
(0.23
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.41
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.47
|
)
|
Weighted-average shares of Class A common stock used in computing basic and diluted net loss per share(1)
|
62,472
|
|
|
|
|
62,472
|
|
|
62,400
|
|
|
|
|
62,400
|
|
(1)
|
Net loss per share, basic and diluted and weighted-average common shares used in computing basic and diluted net loss per share for the nine months ended September 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.
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss
|
$
|
(29,737
|
)
|
|
$
|
(4,586
|
)
|
|
$
|
(34,323
|
)
|
|
$
|
(96,691
|
)
|
|
$
|
(16,010
|
)
|
|
$
|
(112,701
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation losses, net
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|
(97
|
)
|
|
—
|
|
|
(97
|
)
|
||||||
Comprehensive loss
|
$
|
(29,776
|
)
|
|
$
|
(4,586
|
)
|
|
$
|
(34,362
|
)
|
|
$
|
(96,788
|
)
|
|
$
|
(16,010
|
)
|
|
$
|
(112,798
|
)
|
Less: Comprehensive loss attributable to non-controlling interests
|
(15,599
|
)
|
|
(2,402
|
)
|
|
(18,001
|
)
|
|
(28,326
|
)
|
|
(3,606
|
)
|
|
(31,932
|
)
|
||||||
Comprehensive loss attributable to Pluralsight, Inc.
|
$
|
(14,177
|
)
|
|
$
|
(2,184
|
)
|
|
$
|
(16,361
|
)
|
|
$
|
(68,462
|
)
|
|
$
|
(12,404
|
)
|
|
$
|
(80,866
|
)
|
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Accumulated
Deficit |
|
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,706
|
|
||||||||||
Allocation of equity to non-controlling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(474,007
|
)
|
|
(4
|
)
|
|
339,782
|
|
|
134,229
|
|
|
—
|
|
||||||||||
Activity subsequent to the Reorganization Transactions and initial public offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Effect of the Rescission Transactions
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(605,390
|
)
|
|
—
|
|
|
455,217
|
|
|
—
|
|
|
150,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Settlement of equity appreciation rights
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,931
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,931
|
|
||||||||||
Adjustment to non-controlling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,073
|
)
|
|
—
|
|
|
—
|
|
|
13,073
|
|
|
—
|
|
||||||||||
Foreign currency translation losses
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(42
|
)
|
|
(79
|
)
|
||||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,747
|
)
|
|
(28,284
|
)
|
|
(54,031
|
)
|
||||||||||
Balance at September 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
62,310,270
|
|
|
$
|
6
|
|
|
58,566,789
|
|
|
$
|
6
|
|
|
14,198,311
|
|
|
$
|
1
|
|
|
$
|
443,182
|
|
|
$
|
(34
|
)
|
|
$
|
(335,863
|
)
|
|
$
|
118,976
|
|
|
$
|
226,274
|
|
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Accumulated
Deficit |
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Effect of the Rescission Transactions
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Settlement of equity appreciation rights
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Equity-based compensation
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,887
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,887
|
|
||||||||||
Adjustment to non-controlling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,606
|
)
|
|
—
|
|
|
—
|
|
|
3,606
|
|
|
—
|
|
||||||||||
Foreign currency translation losses
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,281
|
)
|
|
(3,606
|
)
|
|
(6,887
|
)
|
||||||||||
Balance at September 30, 2018
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
3,281
|
|
|
$
|
—
|
|
|
$
|
(3,281
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Redeemable
Convertible Preferred Units |
|
|
Members’ Capital
|
|
Class A Common Stock
|
|
Class B Common Stock
|
|
Class C Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive (Loss) Income |
|
Accumulated
Deficit |
|
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,706
|
|
||||||||||
Allocation of equity to non-controlling interests
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(474,007
|
)
|
|
(4
|
)
|
|
339,782
|
|
|
134,229
|
|
|
—
|
|
||||||||||
Activity subsequent to the Reorganization Transactions and initial public offering:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Effect of the Rescission Transactions
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(605,390
|
)
|
|
—
|
|
|
455,217
|
|
|
—
|
|
|
150,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Settlement of equity appreciation rights
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
||||||||||
Equity-based compensation, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,818
|
|
||||||||||
Adjustment to non-controlling interests, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,679
|
)
|
|
—
|
|
|
—
|
|
|
16,679
|
|
|
—
|
|
||||||||||
Foreign currency translation losses
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
—
|
|
|
(42
|
)
|
|
(79
|
)
|
||||||||||
Net loss, as restated
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,028
|
)
|
|
(31,890
|
)
|
|
(60,918
|
)
|
||||||||||
Balance at September 30, 2018, as restated
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
62,310,270
|
|
|
$
|
6
|
|
|
58,566,789
|
|
|
$
|
6
|
|
|
14,198,311
|
|
|
$
|
1
|
|
|
$
|
446,463
|
|
|
$
|
(34
|
)
|
|
$
|
(339,144
|
)
|
|
$
|
118,976
|
|
|
$
|
226,274
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||
|
|
|
|
|
|
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(96,691
|
)
|
|
$
|
(16,010
|
)
|
|
$
|
(112,701
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation of property and equipment
|
|
6,331
|
|
|
—
|
|
|
6,331
|
|
|||
Amortization of acquired intangible assets
|
|
7,721
|
|
|
—
|
|
|
7,721
|
|
|||
Amortization of course creation costs
|
|
1,437
|
|
|
—
|
|
|
1,437
|
|
|||
Equity-based compensation
|
|
36,972
|
|
|
16,010
|
|
|
52,982
|
|
|||
Amortization of debt discount and debt issuance costs
|
|
1,215
|
|
|
—
|
|
|
1,215
|
|
|||
Debt extinguishment costs
|
|
4,085
|
|
|
—
|
|
|
4,085
|
|
|||
Other
|
|
507
|
|
|
—
|
|
|
507
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
(10,352
|
)
|
|
—
|
|
|
(10,352
|
)
|
|||
Prepaid expenses and other assets
|
|
(2,990
|
)
|
|
—
|
|
|
(2,990
|
)
|
|||
Accounts payable
|
|
928
|
|
|
—
|
|
|
928
|
|
|||
Accrued expenses and other liabilities
|
|
6,912
|
|
|
—
|
|
|
6,912
|
|
|||
Accrued author fees
|
|
1,452
|
|
|
—
|
|
|
1,452
|
|
|||
Deferred revenue
|
|
28,190
|
|
|
—
|
|
|
28,190
|
|
|||
Net cash used in operating activities
|
|
(14,283
|
)
|
|
—
|
|
|
(14,283
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
|
(6,576
|
)
|
|
—
|
|
|
(6,576
|
)
|
|||
Purchases of content library
|
|
(2,345
|
)
|
|
—
|
|
|
(2,345
|
)
|
|||
Net cash used in investing activities
|
|
(8,921
|
)
|
|
—
|
|
|
(8,921
|
)
|
|||
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
|
|
(7,083
|
)
|
|
—
|
|
|
(7,083
|
)
|
|||
Borrowings of long-term debt
|
|
20,000
|
|
|
—
|
|
|
20,000
|
|
|||
Repayments of long-term debt
|
|
(137,710
|
)
|
|
—
|
|
|
(137,710
|
)
|
|||
Payments of debt extinguishment costs
|
|
(2,179
|
)
|
|
—
|
|
|
(2,179
|
)
|
|||
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
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||
Net cash provided by financing activities
|
|
204,242
|
|
|
—
|
|
|
204,242
|
|
|||
Effect of exchange rate change on cash, cash equivalents, and restricted cash
|
|
(136
|
)
|
|
—
|
|
|
(136
|
)
|
|||
Net increase in cash, cash equivalents, and restricted cash
|
|
180,902
|
|
|
—
|
|
|
180,902
|
|
|||
Cash, cash equivalents, and restricted cash, beginning of period
|
|
28,477
|
|
|
—
|
|
|
28,477
|
|
|||
Cash, cash equivalents, and restricted cash, end of period
|
|
$
|
209,379
|
|
|
$
|
—
|
|
|
$
|
209,379
|
|
|
Three Months Ended
September 30, 2018
|
|
Nine Months Ended
September 30, 2018
|
||||||||||||||||||||
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
|
As Previously Reported
|
|
Adjustments
|
|
As Restated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenue
|
$
|
40
|
|
|
$
|
16
|
|
|
$
|
56
|
|
|
$
|
86
|
|
|
$
|
59
|
|
|
$
|
145
|
|
Sales and marketing
|
4,372
|
|
|
1,240
|
|
|
5,612
|
|
|
9,343
|
|
|
4,164
|
|
|
13,507
|
|
||||||
Technology and content
|
2,790
|
|
|
910
|
|
|
3,700
|
|
|
5,839
|
|
|
2,813
|
|
|
8,652
|
|
||||||
General and administrative
|
8,842
|
|
|
2,420
|
|
|
11,262
|
|
|
21,704
|
|
|
8,974
|
|
|
30,678
|
|
||||||
Total equity-based compensation
|
$
|
16,044
|
|
|
$
|
4,586
|
|
|
$
|
20,630
|
|
|
$
|
36,972
|
|
|
$
|
16,010
|
|
|
$
|
52,982
|
|
|
|
September 30, 2019
|
||||||||||
|
|
As Reported
|
|
Balance without Adoption of
ASC 606
|
|
Effect of Adoption Increase/(Decrease)
|
||||||
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
$
|
63,001
|
|
|
$
|
62,311
|
|
|
$
|
690
|
|
Goodwill(1)
|
|
261,622
|
|
|
262,845
|
|
|
(1,223
|
)
|
|||
Deferred contract acquisition costs, net
|
|
17,128
|
|
|
—
|
|
|
17,128
|
|
|||
Deferred contract acquisition costs, noncurrent, net
|
|
4,435
|
|
|
—
|
|
|
4,435
|
|
|||
Deferred revenue
|
|
177,523
|
|
|
179,480
|
|
|
(1,957
|
)
|
|||
Deferred revenue, noncurrent
|
|
17,586
|
|
|
17,586
|
|
|
—
|
|
|||
Accumulated deficit
|
|
(426,777
|
)
|
|
(443,649
|
)
|
|
16,872
|
|
|||
Non-controlling interest
|
|
68,672
|
|
|
62,557
|
|
|
6,115
|
|
(1)
|
Reflects the difference in Goodwill from applying ASC 606 to the deferred revenue balance acquired from GitPrime, Inc. See Note 9—Acquisition of GitPrime, Inc. for additional details. The difference in deferred revenue under ASC 606 is primarily due to the timing of recognition for subscriptions that allow the customer to install the software on premise without significant penalty.
|
|
|
Three Months Ended September 30, 2019
|
||||||||||
|
|
As Reported
|
|
Amount without Adoption of
ASC 606
|
|
Effect of Adoption Increase/(Decrease)
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
82,620
|
|
|
$
|
82,017
|
|
|
$
|
603
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
55,727
|
|
|
56,959
|
|
|
(1,232
|
)
|
|||
Loss from operations
|
|
(39,548
|
)
|
|
(41,383
|
)
|
|
1,835
|
|
|||
Net loss
|
|
(45,802
|
)
|
|
(47,637
|
)
|
|
1,835
|
|
|||
Less: Net loss attributable to non-controlling interests
|
|
(13,073
|
)
|
|
(13,597
|
)
|
|
524
|
|
|||
Net loss attributable to Pluralsight, Inc.
|
|
(32,729
|
)
|
|
(34,040
|
)
|
|
1,311
|
|
|||
Net loss per share, basic and diluted
|
|
$
|
(0.32
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.02
|
)
|
Weighted-average common shares used in computing basic and diluted net loss per share
|
|
101,407
|
|
|
101,407
|
|
|
—
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||
|
|
As Reported
|
|
Amount without Adoption of
ASC 606
|
|
Effect of Adoption Increase/(Decrease)
|
||||||
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
228,099
|
|
|
$
|
227,097
|
|
|
$
|
1,002
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
149,852
|
|
|
151,203
|
|
|
(1,351
|
)
|
|||
Loss from operations
|
|
(110,509
|
)
|
|
(112,862
|
)
|
|
2,353
|
|
|||
Net loss
|
|
(121,127
|
)
|
|
(123,480
|
)
|
|
2,353
|
|
|||
Less: Net loss attributable to non-controlling interests
|
|
(39,763
|
)
|
|
(40,475
|
)
|
|
712
|
|
|||
Net loss attributable to Pluralsight, Inc.
|
|
(81,364
|
)
|
|
(83,005
|
)
|
|
1,641
|
|
|||
Net loss per share, basic and diluted
|
|
$
|
(0.89
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(0.01
|
)
|
Weighted-average common shares used in computing basic and diluted net loss per share
|
|
91,741
|
|
|
91,741
|
|
|
—
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||
|
|
As Reported
|
|
Amount without Adoption of
ASC 606
|
|
Effect of Adoption Increase/(Decrease)
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(121,127
|
)
|
|
$
|
(123,480
|
)
|
|
$
|
2,353
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Amortization of deferred contract acquisition costs
|
|
17,317
|
|
|
—
|
|
|
17,317
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
1,858
|
|
|
1,815
|
|
|
43
|
|
|||
Deferred contract acquisition costs
|
|
(18,668
|
)
|
|
—
|
|
|
(18,668
|
)
|
|||
Deferred revenue
|
|
22,461
|
|
|
23,506
|
|
|
(1,045
|
)
|
|||
Cash used in operating activities
|
|
(3,812
|
)
|
|
(3,812
|
)
|
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Growth
|
|||||||||||||
|
|
2019
|
|
2018
|
|
Rate
|
|||||||||||
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
51,869
|
|
|
63
|
%
|
|
$
|
39,368
|
|
|
64
|
%
|
|
32
|
%
|
Europe, Middle East and Africa(1)
|
|
22,314
|
|
|
27
|
%
|
|
16,182
|
|
|
26
|
%
|
|
38
|
%
|
||
Other foreign locations
|
|
8,437
|
|
|
10
|
%
|
|
6,003
|
|
|
10
|
%
|
|
41
|
%
|
||
Total revenue
|
|
$
|
82,620
|
|
|
100
|
%
|
|
$
|
61,553
|
|
|
100
|
%
|
|
|
|
|
Nine Months Ended September 30,
|
|
Growth
|
|||||||||||||
|
|
2019
|
|
2018
|
|
Rate
|
|||||||||||
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
United States
|
|
$
|
142,705
|
|
|
63
|
%
|
|
$
|
104,901
|
|
|
64
|
%
|
|
36
|
%
|
Europe, Middle East and Africa(1)
|
|
62,204
|
|
|
27
|
%
|
|
44,302
|
|
|
27
|
%
|
|
40
|
%
|
||
Other foreign locations
|
|
23,190
|
|
|
10
|
%
|
|
15,566
|
|
|
9
|
%
|
|
49
|
%
|
||
Total revenue
|
|
$
|
228,099
|
|
|
100
|
%
|
|
$
|
164,769
|
|
|
100
|
%
|
|
|
(1)
|
Revenue from the United Kingdom represented 11% of revenue for the three and nine months ended September 30, 2019 and the nine months ended September 30, 2018. Revenue from the United Kingdom represented 10% of revenue for the three months ended September 30, 2018.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Business customers
|
|
$
|
71,278
|
|
|
$
|
50,423
|
|
|
$
|
194,373
|
|
|
$
|
132,160
|
|
Individual customers
|
|
11,342
|
|
|
11,130
|
|
|
33,726
|
|
|
32,609
|
|
||||
Total revenue
|
|
$
|
82,620
|
|
|
$
|
61,553
|
|
|
$
|
228,099
|
|
|
$
|
164,769
|
|
Balance as of January 1, 2019
|
$
|
20,212
|
|
Capitalization of contract acquisition costs
|
18,668
|
|
|
Amortization of deferred contract acquisition costs
|
(17,317
|
)
|
|
Balance as of September 30, 2019
|
$
|
21,563
|
|
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
64,380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,380
|
|
Commercial paper
|
|
13,995
|
|
|
—
|
|
|
—
|
|
|
13,995
|
|
||||
U.S. treasury securities
|
|
19,985
|
|
|
1
|
|
|
—
|
|
|
19,986
|
|
||||
Total cash equivalents
|
|
$
|
98,360
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
98,361
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
53,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,787
|
|
U.S. treasury securities
|
|
129,329
|
|
|
51
|
|
|
—
|
|
|
129,380
|
|
||||
Corporate notes and obligations
|
|
125,236
|
|
|
234
|
|
|
(5
|
)
|
|
125,465
|
|
||||
U.S. agency obligations
|
|
19,971
|
|
|
1
|
|
|
(2
|
)
|
|
19,970
|
|
||||
Total short-term investments
|
|
$
|
328,323
|
|
|
$
|
286
|
|
|
$
|
(7
|
)
|
|
$
|
328,602
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
|
$
|
60,903
|
|
|
$
|
127
|
|
|
$
|
(10
|
)
|
|
$
|
61,020
|
|
U.S. agency obligations
|
|
22,740
|
|
|
3
|
|
|
(1
|
)
|
|
22,742
|
|
||||
Certificates of deposit
|
|
$
|
448
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
448
|
|
Total long-term investments
|
|
$
|
84,091
|
|
|
$
|
130
|
|
|
$
|
(11
|
)
|
|
$
|
84,210
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total cash equivalents and investments
|
|
$
|
510,774
|
|
|
$
|
417
|
|
|
$
|
(18
|
)
|
|
$
|
511,173
|
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
|
|
|
|
||||
Due within one year
|
|
$
|
328,323
|
|
|
$
|
328,602
|
|
Due between one and two years
|
|
84,091
|
|
|
84,210
|
|
||
Total investments
|
|
$
|
412,414
|
|
|
$
|
412,812
|
|
|
|
As of September 30, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
64,380
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
64,380
|
|
Commercial paper
|
|
—
|
|
|
13,995
|
|
|
—
|
|
|
13,995
|
|
||||
U.S. treasury securities
|
|
—
|
|
|
19,986
|
|
|
—
|
|
|
19,986
|
|
||||
Total cash equivalents
|
|
$
|
64,380
|
|
|
$
|
33,981
|
|
|
$
|
—
|
|
|
$
|
98,361
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
|
$
|
—
|
|
|
$
|
53,787
|
|
|
$
|
—
|
|
|
$
|
53,787
|
|
U.S. treasury securities
|
|
—
|
|
|
129,380
|
|
|
—
|
|
|
129,380
|
|
||||
Corporate notes and obligations
|
|
—
|
|
|
125,465
|
|
|
—
|
|
|
125,465
|
|
||||
U.S. agency obligations
|
|
—
|
|
|
19,970
|
|
|
—
|
|
|
19,970
|
|
||||
Total short-term investments
|
|
$
|
—
|
|
|
$
|
328,602
|
|
|
$
|
—
|
|
|
$
|
328,602
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
|
$
|
—
|
|
|
$
|
61,020
|
|
|
$
|
—
|
|
|
$
|
61,020
|
|
U.S. agency obligations
|
|
—
|
|
|
22,742
|
|
|
—
|
|
|
22,742
|
|
||||
Certificates of deposit
|
|
—
|
|
|
448
|
|
|
—
|
|
|
448
|
|
||||
Total long-term investments
|
|
$
|
—
|
|
|
$
|
84,210
|
|
|
$
|
—
|
|
|
$
|
84,210
|
|
|
|
As of December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
185,405
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,405
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
|
||||
Prepaid expenses
|
|
$
|
10,788
|
|
|
$
|
7,931
|
|
Other current assets
|
|
1,876
|
|
|
392
|
|
||
Prepaid expenses and other current assets
|
|
$
|
12,664
|
|
|
$
|
8,323
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
|
||||
Accrued compensation
|
|
$
|
21,462
|
|
|
$
|
22,285
|
|
Accrued income and other taxes payable
|
|
6,534
|
|
|
5,408
|
|
||
Accrued other current liabilities
|
|
9,639
|
|
|
4,354
|
|
||
Accrued expenses
|
|
$
|
37,635
|
|
|
$
|
32,047
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
|
||||
Computer equipment
|
|
$
|
11,221
|
|
|
$
|
9,369
|
|
Software
|
|
2,034
|
|
|
2,031
|
|
||
Capitalized internal-use software costs
|
|
20,705
|
|
|
13,880
|
|
||
Furniture and fixtures
|
|
5,737
|
|
|
5,478
|
|
||
Buildings
|
|
11,251
|
|
|
11,251
|
|
||
Leasehold improvements
|
|
1,606
|
|
|
1,490
|
|
||
Construction in progress
|
|
1,456
|
|
|
1,671
|
|
||
Build-to-suit lease asset under construction
|
|
30,742
|
|
|
8,281
|
|
||
Total property and equipment
|
|
84,752
|
|
|
53,451
|
|
||
Less: Accumulated depreciation
|
|
(28,281
|
)
|
|
(21,810
|
)
|
||
Property and equipment, net
|
|
$
|
56,471
|
|
|
$
|
31,641
|
|
|
|
Fair Value
|
||
|
|
|
||
Cash and cash equivalents
|
|
$
|
5,290
|
|
Accounts receivable
|
|
1,798
|
|
|
Other assets acquired
|
|
207
|
|
|
Property and equipment
|
|
223
|
|
|
Goodwill
|
|
138,503
|
|
|
Intangible assets
|
|
24,800
|
|
|
Other liabilities assumed
|
|
(393
|
)
|
|
Deferred revenue
|
|
(1,367
|
)
|
|
Total fair value of net assets acquired
|
|
$
|
169,061
|
|
|
|
Fair Value of Intangible Assets Acquired
|
|
Useful Lives
|
||
|
|
|
|
|
||
|
|
(in thousands)
|
|
(in years)
|
||
Technology
|
|
$
|
24,000
|
|
|
5 years
|
Customer relationships
|
|
800
|
|
|
4 years
|
|
Total fair value of intangible assets acquired
|
|
$
|
24,800
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
82,620
|
|
|
$
|
62,421
|
|
|
$
|
231,989
|
|
|
$
|
166,773
|
|
Net loss
|
|
(45,802
|
)
|
|
(37,558
|
)
|
|
(126,535
|
)
|
|
(123,145
|
)
|
||||
Net loss per share, basic and diluted
|
|
$
|
(0.32
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(0.51
|
)
|
|
|
As of September 30, 2019
|
||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
|
|
|
|
|
|
||||||
Content library:
|
|
|
|
|
|
|
||||||
Acquired content library
|
|
$
|
32,835
|
|
|
$
|
32,771
|
|
|
$
|
64
|
|
Course creation costs
|
|
16,380
|
|
|
8,237
|
|
|
8,143
|
|
|||
Total
|
|
$
|
49,215
|
|
|
$
|
41,008
|
|
|
$
|
8,207
|
|
Intangible assets:
|
|
|
|
|
|
|
||||||
Technology
|
|
$
|
28,500
|
|
|
$
|
5,209
|
|
|
$
|
23,291
|
|
Trademarks
|
|
162
|
|
|
162
|
|
|
—
|
|
|||
Noncompetition agreements
|
|
390
|
|
|
390
|
|
|
—
|
|
|||
Customer relationships
|
|
3,550
|
|
|
2,829
|
|
|
721
|
|
|||
Database
|
|
40
|
|
|
40
|
|
|
—
|
|
|||
Domain names
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Total
|
|
$
|
32,687
|
|
|
$
|
8,630
|
|
|
$
|
24,057
|
|
|
|
As of December 31, 2018
|
||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
|
|
|
|
|
|
||||||
Content library:
|
|
|
|
|
|
|
||||||
Acquired content library
|
|
$
|
32,835
|
|
|
$
|
32,229
|
|
|
$
|
606
|
|
Course creation costs
|
|
13,552
|
|
|
7,108
|
|
|
6,444
|
|
|||
Total
|
|
$
|
46,387
|
|
|
$
|
39,337
|
|
|
$
|
7,050
|
|
Intangible assets:
|
|
|
|
|
|
|
||||||
Technology
|
|
$
|
4,500
|
|
|
$
|
2,786
|
|
|
$
|
1,714
|
|
Trademarks
|
|
162
|
|
|
162
|
|
|
—
|
|
|||
Noncompetition agreements
|
|
390
|
|
|
390
|
|
|
—
|
|
|||
Customer relationships
|
|
2,750
|
|
|
2,750
|
|
|
—
|
|
|||
Database
|
|
40
|
|
|
40
|
|
|
—
|
|
|||
Domain names
|
|
45
|
|
|
—
|
|
|
45
|
|
|||
Total
|
|
$
|
7,887
|
|
|
$
|
6,128
|
|
|
$
|
1,759
|
|
Year Ended December 31,
|
|
Amortization
|
||
|
|
|
||
2019 (remaining three months)
|
$
|
2,106
|
|
|
2020
|
8,057
|
|
||
2021
|
7,494
|
|
||
2022
|
6,611
|
|
||
2023
|
5,946
|
|
||
2024
|
2,005
|
|
||
Total
|
$
|
32,219
|
|
Goodwill at December 31, 2018
|
$
|
123,119
|
|
Goodwill recorded in connection with acquisition
|
138,603
|
|
|
Reduction in goodwill due to working capital adjustments
|
(100
|
)
|
|
Goodwill as of September 30, 2019
|
$
|
261,622
|
|
•
|
During any calendar quarter commencing after the calendar quarter ended on June 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Company's Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
|
•
|
During the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price as defined in the Indenture per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's Class A common stock and the conversion rate on each such trading day; or
|
•
|
Upon the occurrence of specified corporate events described in the Indenture.
|
|
|
September 30, 2019
|
||
|
|
|
||
Principal
|
|
$
|
593,500
|
|
Less: Unamortized debt discount
|
|
(118,788
|
)
|
|
Less: Unamortized issuance costs
|
|
(11,056
|
)
|
|
Net carrying amount
|
|
$
|
463,656
|
|
|
|
September 30, 2019
|
||
|
|
|
||
Proceeds allocated to the conversion option (debt discount)
|
|
$
|
140,776
|
|
Less: Issuance costs
|
|
(3,743
|
)
|
|
Less: Reacquisition of conversion option related to the repurchases of convertible senior notes
|
|
(2,965
|
)
|
|
Net carrying amount
|
|
$
|
134,068
|
|
|
|
Three Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2019
|
||||
|
|
|
|
|
||||
Contractual interest expense
|
|
$
|
585
|
|
|
$
|
1,311
|
|
Amortization of debt issuance costs and discount
|
|
6,826
|
|
|
15,120
|
|
||
Total
|
|
$
|
7,411
|
|
|
$
|
16,431
|
|
Year Ended December 31,
|
|
|
||
|
|
|
||
2019 (remaining three months)
|
1,995
|
|
||
2020
|
9,026
|
|
||
2021
|
10,032
|
|
||
2022
|
10,025
|
|
||
2023
|
9,926
|
|
||
Thereafter
|
99,324
|
|
||
Less: Sublease rental income
|
(763
|
)
|
||
Total future minimum lease payments
|
$
|
139,565
|
|
•
|
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.
|
|
|
As of September 30, 2019
|
|
As of December 31, 2018
|
||||||||
|
|
Units
|
|
Ownership %
|
|
Units
|
|
Ownership %
|
||||
|
|
|
|
|
|
|
|
|
||||
Pluralsight, Inc.'s ownership of LLC Units
|
|
101,638,179
|
|
|
73.4
|
%
|
|
65,191,907
|
|
|
48.6
|
%
|
LLC Units owned by the Continuing Members(1)
|
|
36,904,870
|
|
|
26.6
|
%
|
|
68,881,732
|
|
|
51.4
|
%
|
|
|
138,543,049
|
|
|
100.0
|
%
|
|
134,073,639
|
|
|
100.0
|
%
|
(1) Excludes 1,827,844 and 3,195,322 LLC Units still subject to time-based vesting requirements as of September 30, 2019 and December 31, 2018, respectively
|
|
|
Unvested Units
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||
|
|
|
|
|
|||
Unvested LLC Units outstanding—December 31, 2018
|
|
3,195,322
|
|
|
$
|
7.63
|
|
Forfeited or cancelled
|
|
(121,845
|
)
|
|
5.73
|
|
|
Vested
|
|
(1,245,633
|
)
|
|
7.58
|
|
|
Unvested LLC Units outstanding—September 30, 2019
|
|
1,827,844
|
|
|
$
|
8.58
|
|
|
|
Stock Options Outstanding
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
(in millions)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2018
|
|
5,143,712
|
|
|
$
|
15.00
|
|
|
|
|
|
||
Granted
|
|
169,762
|
|
|
1.47
|
|
|
|
|
|
|||
Exercised
|
|
(452,914
|
)
|
|
14.62
|
|
|
|
|
|
|||
Forfeited or cancelled
|
|
(414,476
|
)
|
|
14.87
|
|
|
|
|
|
|||
Outstanding as of September 30, 2019
|
|
4,446,084
|
|
|
$
|
14.53
|
|
|
8.6
|
|
$
|
10.0
|
|
Vested and exercisable—September 30, 2019
|
|
2,099,314
|
|
|
$
|
14.86
|
|
|
8.6
|
|
$
|
4.1
|
|
|
|
Number of RSUs or Units
|
|
Weighted-Average
Grant Date Fair
Value
|
|||
|
|
|
|
|
|||
RSUs of Pluralsight, Inc.
|
|
|
|
|
|||
Balance at December 31, 2018
|
|
4,801,536
|
|
|
$
|
11.11
|
|
Granted
|
|
5,279,646
|
|
|
30.60
|
|
|
Forfeited or cancelled
|
|
(913,189
|
)
|
|
20.06
|
|
|
Vested
|
|
(1,621,773
|
)
|
|
11.85
|
|
|
Balance at September 30, 2019
|
|
7,546,220
|
|
|
$
|
23.51
|
|
Restricted Share Units of Pluralsight Holdings:
|
|
|
|
|
|||
Balance at December 31, 2018
|
|
2,062,500
|
|
|
$
|
8.24
|
|
Vested
|
|
(562,500
|
)
|
|
8.24
|
|
|
Balance at September 30, 2019
|
|
1,500,000
|
|
|
$
|
8.24
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
|
$
|
138
|
|
|
$
|
56
|
|
|
$
|
355
|
|
|
$
|
145
|
|
Sales and marketing
|
|
8,739
|
|
|
5,612
|
|
|
22,967
|
|
|
13,507
|
|
||||
Technology and content
|
|
6,666
|
|
|
3,700
|
|
|
15,513
|
|
|
8,652
|
|
||||
General and administrative
|
|
9,114
|
|
|
11,262
|
|
|
28,822
|
|
|
30,678
|
|
||||
Total equity-based compensation
|
|
$
|
24,657
|
|
|
$
|
20,630
|
|
|
$
|
67,657
|
|
|
$
|
52,982
|
|
|
|
Three Months Ended September 30, 2019
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2019
|
|
May 16, 2018 through September 30, 2018
|
||||||||
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(45,802
|
)
|
|
$
|
(34,323
|
)
|
|
$
|
(121,127
|
)
|
|
$
|
(60,918
|
)
|
Less: Net loss attributable to non-controlling interests
|
|
(13,073
|
)
|
|
(17,980
|
)
|
|
(39,763
|
)
|
|
(31,890
|
)
|
||||
Net loss attributable to Pluralsight, Inc.
|
|
$
|
(32,729
|
)
|
|
$
|
(16,343
|
)
|
|
$
|
(81,364
|
)
|
|
$
|
(29,028
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock outstanding, basic and diluted
|
|
101,407
|
|
|
62,876
|
|
|
91,741
|
|
|
62,867
|
|
||||
Less: Weighted-average shares of Class A common stock subject to time-based vesting
|
|
—
|
|
|
(404
|
)
|
|
—
|
|
|
(467
|
)
|
||||
Weighted-average shares of Class A common stock outstanding, basic and diluted
|
|
101,407
|
|
|
62,472
|
|
|
91,741
|
|
|
62,400
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share, basic and diluted
|
|
$
|
(0.32
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.47
|
)
|
|
|
As of September 30, 2019
|
|
|
|
|
|
LLC Units held by Continuing Members
|
|
38,733
|
|
Stock options
|
|
4,446
|
|
RSUs of Pluralsight, Inc.
|
|
7,546
|
|
Restricted Share Units of Pluralsight Holdings
|
|
1,500
|
|
Purchase rights committed under the ESPP
|
|
1,493
|
|
Total
|
|
53,718
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Billings
|
|
$
|
92,123
|
|
|
$
|
72,243
|
|
|
$
|
250,603
|
|
|
$
|
192,959
|
|
Billings from business customers
|
|
$
|
80,707
|
|
|
$
|
61,143
|
|
|
$
|
216,967
|
|
|
$
|
161,018
|
|
% of billings from business customers
|
|
88
|
%
|
|
85
|
%
|
|
87
|
%
|
|
83
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Revenue
|
|
$
|
82,620
|
|
|
$
|
61,553
|
|
|
$
|
228,099
|
|
|
$
|
164,769
|
|
Cost of revenue(1)(2)
|
|
17,825
|
|
|
15,347
|
|
|
52,336
|
|
|
46,166
|
|
||||
Gross profit
|
|
64,795
|
|
|
46,206
|
|
|
175,763
|
|
|
118,603
|
|
||||
Operating expenses(1)(2):
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
55,727
|
|
|
42,632
|
|
|
149,852
|
|
|
113,956
|
|
||||
Technology and content
|
|
27,799
|
|
|
18,137
|
|
|
72,829
|
|
|
49,858
|
|
||||
General and administrative
|
|
20,817
|
|
|
19,818
|
|
|
63,591
|
|
|
57,112
|
|
||||
Total operating expenses
|
|
104,343
|
|
|
80,587
|
|
|
286,272
|
|
|
220,926
|
|
||||
Loss from operations
|
|
(39,548
|
)
|
|
(34,381
|
)
|
|
(110,509
|
)
|
|
(102,323
|
)
|
||||
Other (expense) income:
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(7,778
|
)
|
|
(342
|
)
|
|
(17,499
|
)
|
|
(6,476
|
)
|
||||
Loss on debt extinguishment
|
|
(950
|
)
|
|
—
|
|
|
(950
|
)
|
|
(4,085
|
)
|
||||
Other income, net
|
|
2,878
|
|
|
654
|
|
|
8,532
|
|
|
689
|
|
||||
Loss before income taxes
|
|
(45,398
|
)
|
|
(34,069
|
)
|
|
(120,426
|
)
|
|
(112,195
|
)
|
||||
Provision for income taxes
|
|
(404
|
)
|
|
(254
|
)
|
|
(701
|
)
|
|
(506
|
)
|
||||
Net loss
|
|
$
|
(45,802
|
)
|
|
$
|
(34,323
|
)
|
|
$
|
(121,127
|
)
|
|
$
|
(112,701
|
)
|
(1)
|
Includes equity-based compensation as follows:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
|
$
|
138
|
|
|
$
|
56
|
|
|
$
|
355
|
|
|
$
|
145
|
|
Sales and marketing
|
|
8,739
|
|
|
5,612
|
|
|
22,967
|
|
|
13,507
|
|
||||
Technology and content
|
|
6,666
|
|
|
3,700
|
|
|
15,513
|
|
|
8,652
|
|
||||
General and administrative
|
|
9,114
|
|
|
11,262
|
|
|
28,822
|
|
|
30,678
|
|
||||
Total equity-based compensation
|
|
$
|
24,657
|
|
|
$
|
20,630
|
|
|
$
|
67,657
|
|
|
$
|
52,982
|
|
(2)
|
Includes amortization of acquired intangible assets as follows:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cost of revenue
|
|
$
|
1,209
|
|
|
$
|
880
|
|
|
$
|
2,436
|
|
|
$
|
6,803
|
|
Sales and marketing
|
|
50
|
|
|
—
|
|
|
79
|
|
|
389
|
|
||||
Technology and content
|
|
176
|
|
|
176
|
|
|
529
|
|
|
529
|
|
||||
Total amortization of acquired intangible assets
|
|
$
|
1,435
|
|
|
$
|
1,056
|
|
|
$
|
3,044
|
|
|
$
|
7,721
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
|
|
|
(Restated)
|
|
|
|
(Restated)
|
||||
|
|
|
|
|
|
|
|
|
||||
Revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of revenue
|
|
22
|
|
|
25
|
|
|
23
|
|
|
28
|
|
Gross profit
|
|
78
|
|
|
75
|
|
|
77
|
|
|
72
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Sales and marketing
|
|
67
|
|
|
69
|
|
|
66
|
|
|
69
|
|
Technology and content
|
|
34
|
|
|
29
|
|
|
32
|
|
|
30
|
|
General and administrative
|
|
25
|
|
|
32
|
|
|
28
|
|
|
35
|
|
Total operating expenses
|
|
126
|
|
|
130
|
|
|
126
|
|
|
134
|
|
Loss from operations
|
|
(48
|
)
|
|
(55
|
)
|
|
(49
|
)
|
|
(62
|
)
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(9
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
(4
|
)
|
Loss on debt extinguishment
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
Other income (expense), net
|
|
3
|
|
|
1
|
|
|
4
|
|
|
—
|
|
Loss before income taxes
|
|
(55
|
)
|
|
(55
|
)
|
|
(53
|
)
|
|
(68
|
)
|
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net loss
|
|
(55
|
)%
|
|
(55
|
)%
|
|
(53
|
)%
|
|
(68
|
)%
|
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Revenue
|
|
$
|
82,620
|
|
|
$
|
61,553
|
|
|
$
|
21,067
|
|
|
34
|
%
|
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
(Restated)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
17,825
|
|
|
$
|
15,347
|
|
|
$
|
2,478
|
|
|
16
|
%
|
Gross profit
|
|
64,795
|
|
|
46,206
|
|
|
18,589
|
|
|
40
|
%
|
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
(Restated)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
|
$
|
55,727
|
|
|
$
|
42,632
|
|
|
$
|
13,095
|
|
|
31
|
%
|
Technology and content
|
|
27,799
|
|
|
18,137
|
|
|
9,662
|
|
|
53
|
%
|
|||
General and administrative
|
|
20,817
|
|
|
19,818
|
|
|
999
|
|
|
5
|
%
|
|||
Total operating expenses
|
|
$
|
104,343
|
|
|
$
|
80,587
|
|
|
$
|
23,756
|
|
|
29
|
%
|
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
|
$
|
(7,778
|
)
|
|
$
|
(342
|
)
|
|
$
|
(7,436
|
)
|
|
2,174
|
%
|
Loss on debt extinguishment
|
|
(950
|
)
|
|
—
|
|
|
(950
|
)
|
|
NM
|
|
|||
Other income, net
|
|
2,878
|
|
|
654
|
|
|
2,224
|
|
|
340
|
%
|
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
(Restated)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Cost of revenue
|
|
$
|
52,336
|
|
|
$
|
46,166
|
|
|
$
|
6,170
|
|
|
13
|
%
|
Gross profit
|
|
175,763
|
|
|
118,603
|
|
|
57,160
|
|
|
48
|
%
|
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
(Restated)
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Sales and marketing
|
|
$
|
149,852
|
|
|
$
|
113,956
|
|
|
$
|
35,896
|
|
|
31
|
%
|
Technology and content
|
|
72,829
|
|
|
49,858
|
|
|
22,971
|
|
|
46
|
%
|
|||
General and administrative
|
|
63,591
|
|
|
57,112
|
|
|
6,479
|
|
|
11
|
%
|
|||
Total operating expenses
|
|
$
|
286,272
|
|
|
$
|
220,926
|
|
|
$
|
65,346
|
|
|
30
|
%
|
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
Amount
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Interest expense
|
|
$
|
(17,499
|
)
|
|
$
|
(6,476
|
)
|
|
$
|
(11,023
|
)
|
|
170
|
%
|
Loss on debt extinguishment
|
|
(950
|
)
|
|
(4,085
|
)
|
|
3,135
|
|
|
(77
|
)%
|
|||
Other income, net
|
|
8,532
|
|
|
689
|
|
|
7,843
|
|
|
1,138
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Non-GAAP gross profit
|
|
$
|
66,144
|
|
|
$
|
47,142
|
|
|
$
|
178,572
|
|
|
$
|
125,551
|
|
Non-GAAP gross margin
|
|
80
|
%
|
|
77
|
%
|
|
78
|
%
|
|
76
|
%
|
||||
Non-GAAP operating loss
|
|
$
|
(13,123
|
)
|
|
$
|
(12,695
|
)
|
|
$
|
(34,949
|
)
|
|
$
|
(41,620
|
)
|
Free cash flow
|
|
$
|
(6,581
|
)
|
|
$
|
(909
|
)
|
|
$
|
(15,253
|
)
|
|
$
|
(23,204
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(dollars in thousands)
|
||||||||||||||
Gross profit, as restated (2018)
|
|
$
|
64,795
|
|
|
$
|
46,206
|
|
|
$
|
175,763
|
|
|
$
|
118,603
|
|
Equity-based compensation, as restated (2018)
|
|
138
|
|
|
56
|
|
|
355
|
|
|
145
|
|
||||
Amortization of acquired intangible assets
|
|
1,209
|
|
|
880
|
|
|
2,436
|
|
|
6,803
|
|
||||
Employer payroll taxes on employee stock transactions
|
|
2
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Non-GAAP gross profit
|
|
$
|
66,144
|
|
|
$
|
47,142
|
|
|
$
|
178,572
|
|
|
$
|
125,551
|
|
Gross margin
|
|
78
|
%
|
|
75
|
%
|
|
77
|
%
|
|
72
|
%
|
||||
Non-GAAP gross margin
|
|
80
|
%
|
|
77
|
%
|
|
78
|
%
|
|
76
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Loss from operations, as restated (2018)
|
|
$
|
(39,548
|
)
|
|
$
|
(34,381
|
)
|
|
$
|
(110,509
|
)
|
|
$
|
(102,323
|
)
|
Equity-based compensation, as restated (2018)
|
|
24,657
|
|
|
20,630
|
|
|
67,657
|
|
|
52,982
|
|
||||
Amortization of acquired intangible assets
|
|
1,435
|
|
|
1,056
|
|
|
3,044
|
|
|
7,721
|
|
||||
Employer payroll taxes on employee stock transactions
|
|
333
|
|
|
—
|
|
|
3,106
|
|
|
—
|
|
||||
Secondary offering costs
|
|
—
|
|
|
—
|
|
|
918
|
|
|
—
|
|
||||
Acquisition-related costs
|
|
—
|
|
|
—
|
|
|
835
|
|
|
—
|
|
||||
Non-GAAP operating loss
|
|
$
|
(13,123
|
)
|
|
$
|
(12,695
|
)
|
|
$
|
(34,949
|
)
|
|
$
|
(41,620
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(2,171
|
)
|
|
$
|
1,934
|
|
|
$
|
(3,812
|
)
|
|
$
|
(14,283
|
)
|
Less: Purchases of property and equipment
|
|
(3,029
|
)
|
|
(2,002
|
)
|
|
(7,619
|
)
|
|
(6,576
|
)
|
||||
Less: Purchases of content library
|
|
(1,381
|
)
|
|
(841
|
)
|
|
(3,822
|
)
|
|
(2,345
|
)
|
||||
Free cash flow
|
|
$
|
(6,581
|
)
|
|
$
|
(909
|
)
|
|
$
|
(15,253
|
)
|
|
$
|
(23,204
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
(Restated)
|
||||
|
|
|
|
|
||||
|
|
(in thousands)
|
||||||
Net cash used in operating activities
|
|
$
|
(3,812
|
)
|
|
$
|
(14,283
|
)
|
Net cash used in investing activities
|
|
(586,903
|
)
|
|
(8,921
|
)
|
||
Net cash provided by financing activities
|
|
528,372
|
|
|
204,242
|
|
||
Effect of exchange rate change on cash, cash equivalents, and restricted cash
|
|
(109
|
)
|
|
(136
|
)
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
|
$
|
(62,452
|
)
|
|
$
|
180,902
|
|
•
|
actual or anticipated fluctuations in our revenue and other results of operations, including as a result of the addition or loss of any number of customers;
|
•
|
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
|
•
|
the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of us, changes in ratings and financial estimates and the publication of other news by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
|
•
|
changes in operating performance and stock market valuations of SaaS-based software or other technology companies, or those in our industry in particular;
|
•
|
the size of our public float;
|
•
|
price and volume fluctuations in the trading of our Class A common stock and in the overall stock market, including as a result of trends in the economy as a whole;
|
•
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business or industry, including data privacy, data protection, and information security;
|
•
|
lawsuits threatened or filed against us for claims relating to intellectual property, employment issues, or otherwise;
|
•
|
changes in our board of directors or management;
|
•
|
short sales, hedging, and other derivative transactions involving our Class A common stock;
|
•
|
sales of large blocks of our Class A common stock including sales by our executive officers, directors, and significant stockholders; and
|
•
|
other events or factors, including changes in general economic, industry, and market conditions, and trends, as well as any natural disasters, which may affect our operations.
|
|
|
|
|
Incorporated by Reference
|
|
Filed or Furnished Herewith
|
||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit Number
|
|
Filing Date
with SEC
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.1*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32.2*
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
PLURALSIGHT, INC.
|
|
|
|
|
|
By:
|
/s/ Aaron Skonnard
|
October 30, 2019
|
|
Aaron Skonnard
Chief Executive Officer
|
|
PLURALSIGHT, INC.
|
|
|
|
|
|
By:
|
/s/ James Budge
|
October 30, 2019
|
|
James Budge
Chief Financial Officer
|
a.
|
Compensation. Employee shall be entitled to continued payment of the Base Salary, as that term is defined in the Employment Agreement and Compensation Plan, through the first day of Garden Leave, as that term is defined in Section 1(b), and any commissions earned through July 31, 2019, as commissions are defined in the 2019 Incentive Compensation Plan, the Employment Agreement, and/or the Compensation Plan. Employee agrees that he shall not be eligible for any (i) incentive compensation pursuant to the 2019 Incentive Compensation Plan or the Compensation Plan after July 31, 2019 or (ii) bonuses or accelerators pursuant to the Employment Agreement or the Compensation Plan after July 31, 2019.
|
b.
|
Garden Leave. Contingent upon Employee signing this Agreement and not timely revoking, and subject to Sections 9.2 and 9.2.4 of the Employment Agreement, the Company agrees:
|
i.
|
Beginning on August 2, 2019, Employee shall be placed on paid administrative leave (“Garden Leave”) until the Separation Date, as defined in Section 1(c). During Garden Leave, Employee shall perform such employment duties as may be required by the Company from time to time, which may also include, but not be limited to, altering and/or removing Employee from his current active duties and responsibilities; excluding him from the Company’s workplaces; limiting and/or prohibiting Employee’s contact and communications with the Company’s customers, suppliers, vendors, officers, board members, other employees or representatives; and limiting or terminating Employee’s access to the Company’s computer systems, programs, and email. At all times during Garden Leave, Employee shall make himself available to and shall assist the Company (as the Company may require) in transitioning his role and responsibilities to others and to otherwise answer questions from the Company.
|
ii.
|
During Garden Leave, the Company will continue to pay Employee’s Base Salary (the “Payment”) less applicable withholdings, in accordance with the Company’s regular payroll practices, and Employee will continue to be eligible to participate in the Company’s employee benefit plans in accordance with their terms. The Company will deposit the Payment into to the bank account where the Company has been transmitting Employee’s pay immediately prior to Garden Leave. It shall be the responsibility of Employee to notify the Company of any changes to Employee’s direct deposit banking institution in accordance with Company policy. Employee will not be eligible for or accrue rights to any commissions, bonuses, and/or accelerators during Garden Leave except as provided in Section 1(a).
|
iii.
|
Employee agrees and acknowledges that, except as provided in Section 2, he shall forfeit all right, title, and interest in any unvested equity, including the equity granted in the Equity Agreements. All vesting of such equity awards shall terminate at the end of the day immediately preceding the first day of Garden Leave. Furthermore, Employee agrees and acknowledges that he shall no longer be eligible to participate in the Company’s Employee Stock Purchase Plan (“ESPP”). Any amounts contributed by Employee to ESPP during the purchase period that was open immediately prior to the start of Garden Leave will be returned to Employee. Employee understands that no shares will be purchased by the Company on his behalf at the end of the purchase period.
|
iv.
|
While on Garden Leave, Employee must continue to adhere to the Company’s policies and procedures, including without limitation the Insider Trading Policy, and the terms and conditions of the Employment Agreement and the CINSA that are designed to survive termination of the employment relationship. The parties acknowledge and agree that all restrictive covenants contained in the Employment Agreement or the CINSA intended by their terms to begin upon termination of employment, shall begin to run on the Separation Date.
|
v.
|
The Company reserves the right, in its sole discretion, to terminate Employee’s employment during Garden Leave for any reason not prohibited by law and without prior notice. Notwithstanding and subject to Section 2 of this Agreement, Employee shall continue to receive the Payment through July 31, 2020.
|
vi.
|
The parties intend that the exceptions to 29 U.S.C. § 409A for severance pay and the short-term deferral rule apply, provided however that, in the event the Severance Payment must be deferred under § 409A, Section 9.2.2 of the Employment Agreement shall control the timing of the Severance Payment.
|
c.
|
Separation Date.
|
i.
|
Employee’s employment with the Company and any of its affiliates shall terminate effective the earlier of (1) July 31, 2020 or (2) the date Employee’s employment with the Company terminates (the “Separation Date”). For the purposes of this Agreement, and during Garden Leave, Employee shall be permitted to act in an advisory or consulting role for another company and/or to serve on the board of directors of another company without triggering a termination of employment from the Company so long as such advisory, consulting, or board role: (1) does not violate (a) Sections 7, 8, or 9 of this Agreement, (b) any of Employee’s restrictive covenants or (c) other duties to the Company imposed by law; (2) does not materially interfere with his ability to perform any of the job duties the Company may require of him during Garden Leave; and (3) requires less than 20 hours per week.
|
ii.
|
Subject to the reductions provided for in this Section 1(c)(ii), after the Separation Date, Employee shall continue to receive the Payment through July 31, 2020. In the event Employee secures employment or becomes an independent contractor and works 21 or more hours per week, then the Payment made to Employee shall be reduced in accordance with Section 9.2.4 of the Employment Agreement. Furthermore, after the Separation Date, and in accordance with federal law and the applicable benefit plan, the Company shall timely provide Employee with all necessary and required documents and information to allow Employee to elect continuation coverage as provided for in the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Should Employee elect and qualify for continuation coverage pursuant to COBRA, the Company shall make an additional payment to Employee of $1,395.64 per month to assist with Employee’s transition to a new benefits provider (the “Benefits Payment”). The Company shall pay the Benefits Payment until the earliest of (1) July 31, 2020, (2) the applicable Company plan terminates or discontinues, or (3) Employee obtains other employment and thereby meets the requirements for ceasing coverage under 29 U.S.C. § 1162(2)(D).
|
iii.
|
Employee shall resign from all positions with the Company, including any of its parent, subsidiary, or affiliate companies, effective as of the date Garden Leave commences.
|
a.
|
On the Effective Date, 65,462 Restricted Common Units - Class B shall vest;
|
b.
|
Subject to Employee’s ongoing obligations under this Agreement, the CINSA, and the Employment Agreement, six (6) months after the Effective Date, 32,731 Restricted Common Units - Class B shall vest; and
|
c.
|
Subject to Employee’s ongoing obligations under this Agreement, the CINSA, and the Employment Agreement, on July 31, 2020, 32,731 Restricted Common Units - Class B shall vest.
|
a.
|
Employee’s Obligations. Employee agrees that he shall not do or say anything that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill, good reputation, and/or business opportunities of the Released Parties or their business, products, services, or personal lives. This obligation shall include, but shall not be limited to, refraining from making negative statements about the Released Parties or their methods of doing business, the effectiveness of their business policies, or the quality of any of their products, services or personnel. This section also expressly includes the making or publication of such statements on Facebook, LinkedIn, Twitter, Instagram, Glassdoor or other social media, regardless of whether the statements are accessible to the general public or limited to “friends” or others to whom Employee has expressly granted access. This is a continuing obligation that shall survive this Agreement.
|
b.
|
The Company’s Obligations. The Company agrees that it shall not do or say anything that would be slanderous, libelous or defamatory in nature regarding the Employee. For the purposes of this section 9(b) only, the term “the Company” shall be limited to its executives reporting directly to Aaron Skonnard as of the Effective Date of this Agreement.
|
DATED: 7/31/2019
|
/s/ Joseph DiBartolomeo
|
|
Joseph DiBartolomeo
|
|
|
DATED: 8/1/2019
|
/s/ Aaron Skonnard
|
|
Name: Aaron Skonnard
|
|
Its: Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Pluralsight, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: October 30, 2019
|
|
|
|
|
/s/ Aaron Skonnard
|
|
|
|
|
|
|
Aaron Skonnard
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Pluralsight, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
|
a.
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
c.
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: October 30, 2019
|
|
|
|
|
/s/ James Budge
|
|
|
|
|
|
|
James Budge
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: October 30, 2019
|
|
|
|
|
/s/ Aaron Skonnard
|
|
|
|
|
|
|
Aaron Skonnard
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: October 30, 2019
|
|
|
|
|
/s/ James Budge
|
|
|
|
|
|
|
James Budge
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|