Business Context and Reporting Period
This Form 8-K is a supplemental filing by Upland Software, Inc. dated December 13, 2018. The filing provides updated unaudited pro forma condensed consolidated financial information for the year ended December 31, 2017, related to the company's acquisition of Qvidian Corporation, which closed on November 16, 2017. The update extends the historical data period to include 61 days of Qvidian results (October 1, 2017, through November 30, 2017) and two fiscal quarters of Upland results (July 1, 2017, through December 31, 2017).
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It serves as a cover document referencing the detailed financial data contained in Exhibit 99.1. The document explicitly states that the pro forma information is for informational purposes only and does not represent actual consolidated results or future expectations.
Material Changes
The material change reported is the extension of the pro forma financial reporting period. The initial filing covered periods ending September 30, 2017, and December 31, 2016. This supplemental filing updates the pro forma information to cover the full year ended December 31, 2017, incorporating additional historical results for both Upland and Qvidian to comply with SEC rules regarding the lapse of time.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclaimer. The document emphasizes that the pro forma financial information is not indicative of future consolidated results of operations or financial position. It advises investors to read the information in conjunction with the notes to the pro forma statements and Upland's audited consolidated financial statements in its Form 10-K for the year ended December 31, 2017.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific unaudited pro forma condensed consolidated financial statements for the year ended December 31, 2017.
- Compare the updated pro forma data with the initial filing made on January 26, 2018, to understand the impact of the additional 61 days of Qvidian results.
- Consult Upland's Form 10-K for the year ended December 31, 2017, for audited historical financial statements and comprehensive notes.
- Verify the assumptions used in the pro forma adjustments, as the filing states these do not represent actual results had the merger occurred on the assumed dates.