Item 7.01. | Regulation FD Disclosure. |
On March 17, 2020, Talend S.A. (the “Company”) filed its Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”) with the Securities and Exchange Commission (the “SEC”).
On March 2, 2019, the Company had previously filed a Form 12b-25, Notification of Late Filing, with the SEC, which extended the filing deadline for the 2019 Form 10-K to March 17, 2020 (the “Form 12b-25”). As disclosed in the Form 12b-25, the 2019 Form 10-K was delayed because the Company was in the process of resolving comments it had received from the SEC on its Form 10-K for the fiscal year ended December 31, 2018 regarding the method of allocating the transaction price for its on-premise subscription agreements between its software license performance obligation and its support and maintenance performance obligation for purposes of recognizing revenue under the ASC 606 accounting standard that was adopted on January 1, 2018. The SEC has now completed its review of the 2018 Form 10-K filing. The Company, as a result of discussions with the SEC, determined to revise an assumption in the Company’s method of allocating the transaction price for on-premise term licenses. This adjustment resulted in a higher allocation of the transaction price to the initial performance obligation to provide the license.
As a result of the adjustment to the allocation of the transaction price, in the 2019 Form 10-K, the Company revised its financial statements for the fiscal year ended December 31, 2018 and the financial results disclosed for the fiscal year ended December 31, 2019 in the Company’s earnings release dated February 13, 2020 (the “2019 Earnings Release”) to correct errors related to the revised assumption. The adjustments were immaterial and did not warrant a restatement of previously filed financial statements. In addition to revisions to the financial statements, in the 2019 Form 10-K, the Company revised certain historical key business metrics that were impacted by the revisions to the financial statements and which had been previously reported in its filings with the SEC and the 2019 Earnings Release. These key business metrics include constant currency subscription revenue growth rate and dollar-based net expansion rate.
The Company has posted a file on its investor relations page of its website, https://investor.talend.com, which provides a summary of the revisions made to its previously reported financial results and key business metrics.
The information in this Item 7.01 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
