10-K/A: Paragon 28 Restates Financials, Cites Inventory Errors and Internal Control Weaknesses

• Paragon 28 has filed an amended annual report on Form 10-K/A to restate its consolidated financial statements for the fiscal year ended December 31, 2023, and its unaudited condensed consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, and March 31, 2024.
• The restatement was due to errors in the calculation of excess and obsolete inventory and accounting for inventory variances, which led to an overstatement of inventories and an understatement of cost of goods sold.
• The company identified material weaknesses in its internal control over financial reporting as of December 31, 2023, and determined that its disclosure controls and procedures were not effective at a reasonable assurance level as of December 31, 2023, March 31, 2024 and June 30, 2024.
• The company is implementing changes to strengthen its internal controls and remediate the material weaknesses.
• Net revenue for 2023 was $216.4 million, a 19% increase from $181.4 million in 2022.
• The net loss for 2023 was $57.5 million, a 12% decrease from $65.6 million in 2022.
• Adjusted EBITDA for 2023 was negative $18.1 million, compared to negative $10.3 million in 2022.
• The company had cash and cash equivalents of $75.6 million as of December 31, 2023.

Score: 4

Explanation: The document reveals significant issues with internal controls and financial reporting, which is a major concern for investors. While there is some positive growth in revenue, the negative aspects outweigh the positives, leading to a low sentiment score.

• Net revenue increased by 19% in 2023, indicating strong sales growth.
• Net loss decreased by 12% in 2023, showing improvement in profitability.
• The company has a plan to remediate the identified material weaknesses in internal controls.

• The company had to restate its financial statements due to material accounting errors.
• Material weaknesses in internal control over financial reporting were identified.
• Adjusted EBITDA was negative $18.1 million in 2023, indicating ongoing losses.
• The company's disclosure controls and procedures were not effective as of December 31, 2023, March 31, 2024 and June 30, 2024.

• The restatement of financial statements could lead to potential litigation or investigations.
• The identified material weaknesses could impact the company's ability to accurately report financial results.
• The company's internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, 2023, March 31, 2024 and June 30, 2024.
• Failure to remediate the material weaknesses could lead to further financial misstatements.
• The company's ability to access capital markets could be negatively impacted by the restatement and control weaknesses.

The company expects to continue to focus on long-term revenue growth through investments in research and development, commercial expansion, and medical education. They anticipate continued investment in Smart 28 to improve patient outcomes. The company also plans to expand its sales organization and network in the United States and internationally.

• Management has reassessed its conclusions regarding the effectiveness of our internal control over financial reporting as of December 31, 2023 and has determined that material weaknesses in our internal control over financial reporting existed as of that date.
• Management will be implementing changes to strengthen our internal controls and remediate the material weaknesses.

The foot and ankle market is a relatively new segment of the orthopedic market and is dominated by a handful of incumbents who also operate across the broader medical technology and orthopedic markets. Paragon 28 is focused exclusively on this market, unlike many of its competitors. The company is striving to disrupt and transform the market by focusing exclusively on the foot and ankle to develop and commercialize differentiated, high quality orthopedic solutions, advanced procedural approaches and instrumentation that are collectively designed to enable surgeons to provide consistent, reproducible and effective outcomes.

• The document notes that revision rates for total ankle arthroplasty are 21.8% after 5 years and 43.5% after 10 years, which is significantly higher than revision rates for hip and knee procedures (0.9% and 1.4% after three years, respectively).
• The company's PROMO Triplanar Hallux Valgus Correction System reported a 3% deformity recurrence rate, which is lower than the 3% to 70% recurrence rates reported for conventional bunion treatments.
• The company's Phantom Intramedullary Nail demonstrated improved performance in preventing plantar gapping compared to medial wall plate and crossing screw constructs.
• The company's PRESERVE allografts are processed using an aseptic technique that helps preserve the biomechanical properties of the bone, unlike traditional terminal sterilization techniques that may make bones more brittle.

• Shareholders may experience a decline in stock price due to the restatement and identified weaknesses.
• Employees may be affected by changes in internal controls and potential restructuring.
• Customers may be concerned about the quality and reliability of the company's products due to the identified issues.
• Suppliers may be impacted by changes in the company's supply chain management.

• The company will implement changes to strengthen internal controls and remediate material weaknesses.
• The company will continue to invest in research and development to improve outcomes and expand its addressable market.
• The company will continue to invest in its commercial infrastructure globally to capture market share.
• The company will advance medical education and targeted marketing campaigns.
• The company will actively evaluate and pursue business development opportunities.

• The company has a license agreement with an entity affiliated with one of its directors, requiring royalty payments of 4% of net revenue related to the licensed intellectual property, with a minimum annual payment of $250,000.
• The company paid professional services fees to a related party totaling $327, $405 and $542 for the years ended December 31, 2023, 2022 and 2021, respectively.

• May 28, 2021: Date of the Asset Purchase Agreement with Additive Orthopaedics, LLC.
• October 15, 2021: Paragon 28's common stock began trading on the New York Stock Exchange.
• January 10, 2022: Date of the Securities Purchase Agreement with Disior LTD.
• March 24, 2022: Date of the secured term loan facility with Zions Bancorporation, N.A., dba Vectra Bank Colorado.
• November 9, 2022: Date of the amendment to the MidCap Credit Agreements.
• November 28, 2022: Date of the settlement agreement with Wright Medical.
• January 30, 2023: Date of the public offering of 6,500,000 shares of common stock.
• February 17, 2023: Underwriters exercised their option to purchase additional shares of common stock.
• November 2, 2023: Date of the new credit agreement with Ares Capital Corporation and termination of the MidCap Credit Agreements.
• December 1, 2023: Effective date of the Policy for Recovery of Erroneously Awarded Compensation.
• December 31, 2023: End of the fiscal year for which financial statements were restated.
• February 29, 2024: Date of the original filing of the Annual Report on Form 10-K.
• August 8, 2024: Date of the filing of the Amended Annual Report on Form 10-K/A.