EX-99.2 4 ps8ka071819-ex992.htm EXHIBIT 99.2 Exhibit


Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On May 9, 2019, Pluralsight, Inc., a Delaware corporation ("Pluralsight" or the "Company") completed the acquisition of GitPrime, Inc., a Delaware corporation ("GitPrime") pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 30, 2019, by and among the Company, Sundance Merger Sub, Inc., an indirect subsidiary of the Company, GitPrime, and Fortis Advisors LLC solely in its capacity as the representative of GitPrime's securityholders.

The following unaudited pro forma condensed combined balance sheet for the year ended December 31, 2018 is based on the historical financial statements of the Company and GitPrime after giving effect to the Company’s acquisition of GitPrime and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018, combines the Company’s historical results with GitPrime’s historical results for the calendar year ended December 31, 2018 after giving effect to the Company’s acquisition of GitPrime and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
 
The unaudited pro forma condensed combined balance sheet is presented as if the acquisition of GitPrime had occurred on December 31, 2018. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 is presented as if the acquisition of GitPrime had occurred on January 1, 2018.
 
The preliminary allocation of the consideration transferred used in the unaudited pro forma condensed combined financial statements is based upon preliminary estimates. The preliminary allocation of consideration transferred is subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition.
 
The unaudited pro forma condensed combined financial statements, including the notes thereto, do not reflect any potential cost savings or other synergies that could result from the acquisition. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the combined financial position or results of operations for future periods or the results that would have been achieved if the acquisition had been consummated on the dates indicated. The pro forma adjustments are based upon information and assumptions available at the time of filing this Current Report on Form 8-K/A.
 
The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company and other financial information pertaining to the Company contained in its Annual Report on Form 10-K/A for the year ended December 31, 2018 and the Cautionary Note Regarding Forward-Looking Statements provided therein, and GitPrime’s historical financial statements and notes thereto as of and for the year ended December 31, 2018, included as Exhibit 99.1 in this Current Report on Form 8–K/A.






PLURALSIGHT, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 31, 2018

(in thousands)
 
Historical
 
Pro Forma Adjustments
 
Adjustment Reference
 
Pro Forma Combined
 
Pluralsight
 
GitPrime
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
194,306

 
$
8,460

 
$
(169,161
)
 
(1)
 
$
33,605

Accounts receivable, net
63,436

 
869

 

 
 
 
64,305

Prepaid expenses and other current assets
8,323

 
107

 
(63
)
 
(2)
 
8,367

Total current assets
266,065

 
9,436

 
(169,224
)
 
 
 
106,277

Property and equipment, net
31,641

 
1,367

 

 
 
 
33,008

Content library, net
7,050

 

 

 
 
 
7,050

Intangible assets, net
1,759

 

 
24,800

 
(3)
 
26,559

Goodwill
123,119

 

 
135,643

 
(4)
 
258,762

Restricted cash
16,765

 

 

 
 
 
16,765

Other assets
1,064

 
7

 

 
 
 
1,071

Total assets
$
447,463

 
$
10,810

 
$
(8,781
)
 
 
 
$
449,492

Liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)
 
 
 
 
 
 
 
 

Current liabilities:
 
 
 
 
 
 
 
 

Accounts payable
$
7,160

 
$
322

 
$

 
 
 
$
7,482

Accrued expenses
32,047

 
581

 
835

 
(5)
 
33,463

Accrued author fees
10,002

 

 

 
 
 
10,002

Deferred revenue
157,695

 
2,484

 
(1,358
)
 
(2),(6)
 
158,821

Current portion of long-term debt

 
284

 
(284
)
 
(7)
 

Total current liabilities
206,904

 
3,671

 
(807
)
 
 
 
209,768

Deferred revenue, net of current portion
14,886

 

 
 
 
 
 
14,886

Long-term debt, less current portion, net

 
245

 
(245
)
 
(7)
 

Facility financing obligation
15,777

 

 

 
 
 
15,777

Other liabilities
1,303

 
220

 
(220
)
 
(7)
 
1,303

Total liabilities
238,870

 
4,136

 
(1,272
)
 
 
 
241,734

Commitments and contingencies
 
 
 
 
 
 
 
 

Redeemable convertible preferred stock

 
14,105

 
(14,105
)
 
(8)
 

Stockholders’ equity (deficit):
 
 
 
 
 
 
 
 

Preferred stock

 

 

 
 
 

Common stock

 
1

 
(1
)
 
(8)
 

Class A common stock
7

 

 

 
 
 
7

Class B common stock
6

 

 

 
 
 
6

Class C common stock
1

 

 

 
 
 
1

Additional paid-in capital
456,899

 
108

 
(108
)
 
(8)
 
456,899

Accumulated other comprehensive loss
(41
)
 

 

 
 
 
(41
)
Accumulated deficit
(355,446
)
 
(7,540
)
 
7,134

 
(8)
 
(355,852
)
Total stockholders’ equity (deficit) attributable to Pluralsight, Inc.
101,426

 
(7,431
)
 
7,025

 
 
 
101,020

Non-controlling interests
107,167

 

 
(429
)
 
(9)
 
106,738

Total stockholders’ equity (deficit)
208,593

 
(7,431
)
 
6,596

 
 
 
207,758

Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)
$
447,463

 
$
10,810

 
$
(8,781
)
 
 
 
$
449,492


The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.







PLURALSIGHT, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2018

(in thousands, except share and per share amounts)
 
Historical
 
Pro Forma Adjustments
 
Adjustment Reference
 
Pro Forma Combined
 
Pluralsight
 
GitPrime
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
$
232,029

 
$
3,215

 
$

 
 
 
$
235,244

Cost of revenue
62,615

 
770

 
4,865

 
(10),(11)
 
68,250

Gross profit
169,414

 
2,445

 
(4,865
)
 
 
 
166,994

Operating expenses:
 
 
 
 
 
 
 
 
 
Sales and marketing
158,409

 
2,508

 
3,063

 
(10),(11)
 
163,980

Technology and content
69,289

 
2,129

 
3,846

 
(11)
 
75,264

General and administrative
78,418

 
1,465

 
604

 
(11)
 
80,487

Total operating expenses
306,116

 
6,102

 
7,513

 
 
 
319,731

Loss from operations
(136,702
)
 
(3,657
)
 
(12,378
)
 
 
 
(152,737
)
Other (expense) income:
 
 
 
 
 
 
 
 
 
Interest expense
(6,826
)
 
(117
)
 
117

 
(12)
 
(6,826
)
Loss on debt extinguishment
(4,085
)
 

 

 
 
 
(4,085
)
Change in fair value of financial instruments

 
(1,154
)
 
1,154

 
(12)
 

Other income, net
1,504

 
26

 

 
 
 
1,530

Loss before income taxes
(146,109
)
 
(4,902
)
 
(11,107
)
 
 
 
(162,118
)
Provision for income taxes
(664
)
 
(1
)
 

 
 
 
(665
)
Net loss
$
(146,773
)
 
$
(4,903
)
 
$
(11,107
)
 
 
 
$
(162,783
)
Less: Net loss attributable to non-controlling interests
(49,660
)
 
 
 
(5,251
)
 
(13)
 
(54,911
)
Net loss attributable to Pluralsight, Inc.
$
(97,113
)
 
 
 
$
(5,856
)
 
 
 
$
(107,872
)
Less: Accretion of Series A redeemable convertible preferred units
(176,275
)
 
 
 

 
 
 
(176,275
)
Net loss attributable to common shares
$
(273,388
)
 
 
 
$
(5,856
)
 
 
 
$
(284,147
)
Net loss per share, basic and diluted
$
(0.72
)
 
 
 
 
 
(14)
 
$
(0.80
)
Weighted-average common shares used in computing basic and diluted net loss per share
62,840

 
 
 
 
 
 
 
62,840

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.







PLURALSIGHT, INC.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
 
The Company accounts for business combinations pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. In accordance with ASC 805, the Company recognizes separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date.
 
The Company has made significant assumptions and estimates in determining the consideration transferred and the preliminary allocation of the consideration transferred in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition. These changes could result in material variances between the Company’s future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.
 
The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the GitPrime acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements have been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisitions, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and associated cost savings that the Company may achieve with respect to the combined companies. The unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2018 and GitPrime’s historical financial statements and notes thereto as of and for the year ended December 31, 2018.

Note 2. GitPrime Acquisition

On May 9, 2019, Pluralsight completed its acquisition of GitPrime, pursuant to a Merger Agreement dated as of April 30, 2019 by and among the Company, Sundance Merger Sub, Inc., an indirect subsidiary of the Company, GitPrime, and Fortis Advisors LLC solely in its capacity as the representative of GitPrime's securityholders.

The total purchase price for Pluralsight's acquisition was $169.2 million in cash.

Preliminary Allocation of Consideration Transferred

Total consideration transferred was allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary fair values at the acquisition date as set forth below. The Company believes that the acquisition of GitPrime was a technology investment that will enhance its product offering by adding additional capabilities to measure the application of skills, which will further accelerate its leadership as the technology skills development platform. Management estimated the fair values of tangible and intangible assets and liabilities in accordance with the applicable accounting guidance for business combinations. The preliminary amount of consideration transferred is subject to change during the measurement period (up to one year from the acquisition date) as the Company finalizes the valuation of certain tangible and intangible assets acquired and liabilities assumed in connection with the acquisition. The Company expects the allocation of the consideration transferred to be final within the measurement period.






The Company's preliminary allocation of consideration transferred for the GitPrime acquisition to be as follows (in thousands):
 
Estimated Fair Value
Cash
$
5,290

Accounts receivable
1,798

Other assets acquired
207

Property and equipment
223

Intangible assets
24,800

Goodwill
138,603

Total assets acquired
170,921

Deferred revenue
1,367

Other liabilities assumed
393

Total net assets acquired
$
169,161


Note 3. Pro Forma Adjustments

The unaudited pro forma condensed combined financial statements give effect to the following pro forma adjustments:

(1)Adjustment to record the cash consideration transferred in connection with the GitPrime acquisition.
(2)Adjustment to eliminate intercompany balances between Pluralsight and GitPrime.
(3)Adjustment to record the preliminary fair value of the following identifiable intangible assets (in thousands):
 
Estimated Fair Value
Developed technology
$
24,000

Customer relationships
800

Total
$
24,800

(4)Adjustment to record goodwill.
(5)Adjustment to accrue for estimated transaction costs expected to be incurred in closing the transaction.
(6)Adjustment to record acquired deferred revenue at fair value.
(7)Adjustment to remove GitPrime's debt and warrant liabilities that were settled in the acquisition.
(8)Adjustments to remove GitPrime's redeemable convertible preferred stock and stockholders' deficit.
(9)
Adjustments to record the effect of the pro forma adjustments on non-controlling interests. As of December 31, 2018, the non-controlling interests owned a 51.4% interest in the equity of Pluralsight Holdings, LLC ("Pluralsight Holdings").
(10)
Adjustments to record the amortization expense related to the intangible assets acquired as if the acquisition had occurred on January 1, 2018. Estimated amortization expense by intangible asset category and the respective estimated useful life of each intangible asset category are shown below:
 
Estimated Fair Value
 
Estimated Useful Life
 
Estimated Amortization Expense
Developed technology
$
24,000

 
5 years
 
$
4,800

Customer relationships
800

 
4 years
 
200

Total
$
24,800

 
 
 
$
5,000

(11)
Adjustment to record equity-based compensation expense of $7.4 million associated with option and RSU grants issued to continuing employees of GitPrime as part of the Merger Agreement, as if the acquisition had occurred on January 1, 2018.
(12)
Represents the elimination of interest expense from GitPrime's debt and changes in fair value from financial instruments of GitPrime that were settled in connection with the acquisition.






(13)
Represents the allocation of the GitPrime's net loss and the effect of the pro forma adjustments to the non-controlling interests. The Company's non-controlling interests are presented for periods following Pluralsight, Inc.'s initial public offering ("IPO") and associated reorganization transactions ("Reorganization Transactions"). Income or loss is attributed to the non-controlling interests based on the weighted-average ownership percentages of Pluralsight Holdings limited liability company common units ("LLC Units") outstanding during the period. For the period following the Reorganization Transactions, the non-controlling interests owned approximately 52.3% of the weighted-average LLC Units of Pluralsight Holdings. The adjustment to net loss attributable to non-controlling interests was determined by allocating GitPrime's net loss and the pro forma adjustments to the period following the Reorganization Transactions on a ratable, daily basis.
(14)
Net loss per share of Pluralsight, Inc. is only presented for the period following the Reorganization Transactions. The loss from GitPrime and the pro forma adjustments were attributed to the period following the Reorganization Transactions on a ratable, daily basis and allocated between the controlling and non-controlling interests as described above.