EXPLANATORY NOTE
This Current Report on Form8-K/A supplements and amends the Current Report on Form8-K filed by Coupa Software Incorporated (the “Company”) on May 7, 2019, to include the financial statements required under Item 9.01 (a) in connection with the Agreement and Plan of Merger (the “Agreement”) by and among the Company, Epic Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), Exari Group, Inc., a Delaware corporation (“Exari”), and Beacon Equity Partners, LLC as stockholder representative (the “Stockholder Representative”). Pursuant to the Agreement, on May 6, 2019, the Company completed its acquisition of Exari and Exari became a wholly-owned subsidiary of the Company (the “Transaction”). The Transaction closed on May 6, 2019 (the “Closing”). The financial statements should be read in conjunction with the Company’s Current Report on Form8-K filed on May 7, 2019.
The Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”) including Subtopic340-40, Other Assets and Deferred Costs – Contracts with Customers (collectively, the “New Revenue Standard”), on February 1, 2018, utilizing the modified retrospective transition method, whereas Exari, as a private company, had not adopted the New Revenue Standard prior to the Closing. The Company adopted Accounting Standards Codification Topic 842, Leases (“ASC 842”) on February 1, 2019, utilizing the modified retrospective transition method, whereas Exari, as a private company, had not adopted the ASC 842 prior to the Closing. The audited consolidated financial statements of Exari as of and for the year ended December 31, 2018, including the notes related thereto, filed hereto as Exhibit 99.1, and the unaudited condensed consolidated interim financial statements of Exari as of March 31, 2019 and for the three months ended March 31, 2019 and 2018, including the notes related thereto, filed hereto as Exhibit 99.2, were not prepared pursuant to the New Revenue Standard and ASC 842, and may not be comparable to the Company’s financial results. Exari’s historical financial position is not necessarily indicative of the future financial position of Exari following the Transaction, and such results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results of operations to be expected of Exari for the full fiscal year or any other period.
Following the Closing, the Company obtained a waiver from the requirements of Article 11 of RegulationS-X to provide certain pro forma financial information relating to the Transaction from the Securities and Exchange Commission, pursuant to its authority under Rule3-13 under RegulationS-X. The waiver was sought because it would be burdensome and costly for Exari and the Company to develop and prepare the pro forma financial information required by Article 11 in a timely manner because Exari, as a private company, had not adopted the New Revenue Standard prior to the Closing. As a result, the Company will not provide such pro forma financial information under Item 9.01(b) of Form8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Exari as of and for the year ended December 31, 2018, including the notes related thereto, are filed as Exhibit 99.1 and incorporated herein by reference.
The unaudited condensed consolidated interim financial statements of Exari as of March 31, 2019 and for the three months ended March 31, 2019 and 2018, including the notes related thereto, are filed as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
