Coupa Software Reports Financial Results for the Third Quarter of Fiscal 2020

SAN MATEO, Calif., Dec. 2, 2019 /PRNewswire/ -- Coupa Software (NASDAQ: COUP) today announced financial results for its third fiscal quarter ended October 31, 2019.

"We delivered strong business and financial results for the third quarter, as we continue executing on our vision and extending our leadership position in Business Spend Management (BSM). We reported $102 million of total revenues, up 51% year-over-year, and were profitable on a non-GAAP basis for the sixth consecutive quarter," said Rob Bernshteyn, chairman and chief executive officer at Coupa. "We're excited about the continued development of the BSM category, our Coupa community, and Coupa as a global brand."

Coupa defines calculated billings as the change in deferred revenue on the balance sheet for the period, plus revenue recognized during the period. See the section titled "Non-GAAP Financial Measures" and the reconciliation tables below for important details regarding Coupa's non-GAAP measures. Coupa defines free cash flows as operating cash flows less purchases of property and equipment.

Third Quarter Results

    --  Total revenues were $101.8 million, an increase of 51% compared to the
        same period last year. Subscription revenues were $90.2 million, an
        increase of 49% compared to the same period last year.
    --  GAAP operating loss was $16.9 million, compared to a loss of $9.9
        million for the same period last year. Non-GAAP operating income was
        $11.6 million, compared to non-GAAP operating income of $5.8 million for
        the same period last year.
    --  GAAP net loss was $26.3 million, compared to a net loss of $9.6 million
        for the same period last year. GAAP net loss per basic and diluted share
        was $0.42, compared to a net loss of $0.17 for the same period last
        year. Non-GAAP net income was $14.2 million, compared to non-GAAP net
        income of $5.5 million for the same period last year. Non-GAAP net
        income per diluted share was $0.20, compared to non-GAAP net income per
        diluted share of $0.08 for the same period last year.
    --  Operating cash flows and free cash flows were positive $25.8 million and
        $22.1 million, respectively, for the quarter ended October 31, 2019.

Business Outlook:

The following forward-looking statements reflect Coupa's expectations as of December 2, 2019.

Fourth quarter of fiscal 2020:

    --  Total revenues are expected to be between $101.5 and $102.5 million.
    --  Subscription revenues are expected to be between $91.5 and $92.5
        million.
    --  Professional services and other revenues are expected to be
        approximately $10.0 million.
    --  Non-GAAP income from operations is expected to be between $3.0 and $4.5
        million.
    --  Non-GAAP net income per diluted share is expected to be between $0.03
        and $0.06 per share.
    --  Diluted weighted average share count is expected to be 72.0 million
        shares.

Full year fiscal 2020:

    --  Total revenues are expected to be between $379.8 and $380.8 million.
    --  Non-GAAP income from operations is expected to be between $21.6 and
        $23.1 million.
    --  Non-GAAP net income per diluted share is expected to be between $0.34
        and $0.37 per share.
    --  Diluted weighted average share count is expected to be 70.0 million
        shares.

Coupa has not reconciled its expectations for non-GAAP income from operations to GAAP loss from operations or non-GAAP net income per share to GAAP net loss per share because certain items excluded from non-GAAP income from operations and non-GAAP net income, such as charges related to share-based compensation expenses, amortization of acquired intangible assets, amortization of debt discount and issuance costs from our convertible notes, and related tax effects, including non-recurring income tax adjustments, cannot be reasonably calculated or predicted at this time. In addition, the effect of the anti-dilutive impact of the capped call transactions entered into in connection with the convertible notes cannot be reasonably calculated or predicted at this time. The effect of these items may be significant.

Recent Business Highlights:

    --  Welcomed many new customers into the Coupa community in Q3, including
        the following: Affinity Education Group, Alexion Pharmaceuticals, Care
        Vet Health, Cloudflare, ContextLogic, Crawford & Company, CVC Capital
        Partners, Deloitte Services, DFS Venture Singapore, Dimension Data,
        Distell, Enterprise Holdings, Esperion, Falconi, Ferrovial Services
        U.S., Fieldwood Energy, Fortitude Group Services, Grupo NC, Heritage
        Crystal Clean, Immunomedics, Indigo Agriculture, International Flavors &
        Fragrances, Lowell Financial Services, Luminus, Maersk Drilling, Molex,
        OSOTSPA Company, Pivot Bio, Priority Ambulance, Relay Therapeutics,
        Saga, SambaNova Systems, Segment, Stonemor Partners, T3 Expo, TSVC,
        Virgin Hyperloop One, Wilson Sons, and Wirecard.
    --  Recognized as a Gartner 2019 Peer Insights Customers' Choice for
        Procure-to-Pay Suites and listed in the Deloitte Fast 500 for the
        seventh consecutive year.
    --  At Inspire'19 EMEA in London, unveiled new community-powered
        capabilities for Coupa Source Together and Coupa Supplier Insights, as
        well as expanded capabilities for Coupa Pay, including support for
        Expense Payments.
    --  Announced the availability of Coupa CLM Advanced following the rapid
        integration of Exari's technology with the Coupa BSM platform.

Conference Call Information:

Coupa will host a conference call and live webcast for analysts and investors at 5:00 p.m. Eastern time today.

    --  Parties in the U.S. and Canada can access the call by dialing (855)
        302-8830, using conference code 2858988.
    --  International parties can access the call by dialing +1 (330) 871-6073,
        using conference code 2858988.

A live webcast will be accessible on Coupa's investor relations website at http://investors.coupa.com. A replay will be available through the same link. A telephonic replay of the conference call will be available through Monday, December 9, 2019. To access the replay, parties in the U.S. and Canada should call (855) 859-2056 and enter conference code 2858988. International parties should call +1 (404) 537-3406 and enter conference code 2858988.

Non-GAAP Financial Measures:

In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain certain non-GAAP financial measures that exclude certain items, including share-based compensation expenses, amortization of acquired intangible assets, amortization of debt discount and issuance costs from convertible notes, and related tax effects, including non-recurring income tax adjustments. In addition, the weighted average diluted shares used to calculate non-GAAP net income per share reflect the anti-dilutive impact of the capped call transactions entered into in connection with the convertible notes. Coupa believes these non-GAAP measures are useful in evaluating its operating performance and regularly reviews these measures as it evaluates its business.

Coupa believes these non-GAAP measures provide investors and other users of its financial information consistency and comparability with its past financial performance and facilitate period to period comparisons of operations. Coupa believes these non-GAAP measures are useful in evaluating its operating performance compared to that of other companies in its industry, as they generally eliminate the effects of certain items that may vary for different companies for reasons unrelated to overall operating performance.

Coupa uses these non-GAAP measures in conjunction with GAAP measures as part of its overall assessment of its performance, including the preparation of its annual operating budget and quarterly forecasts, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning its financial performance. The definitions of its non-GAAP measures may differ from the definitions used by other companies and therefore comparability may be limited. In addition, other companies may not publish these or similar metrics. Thus, Coupa's non-GAAP measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with GAAP.

Coupa compensates for these limitations by providing investors and other users of its financial information a reconciliation of non-GAAP measures to the related GAAP financial measures. Coupa encourages investors and others to review its financial information in its entirety, not to rely on any single financial measure and to view its non-GAAP measures in conjunction with GAAP financial measures. Please see the reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures attached to this release.

Forward-Looking Statements:

This release includes forward-looking statements. All statements other than statements of historical facts, including the statements of management and statements in "Business Outlook" are forward-looking statements. These forward-looking statements are based on Coupa's current expectations and projections about future events and trends that Coupa believes may affect its financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs.

These forward-looking statements are subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially, including Coupa has a limited operating history at its current scale, which makes it difficult to predict its future operating results; if Coupa is unable to attract new customers, the growth of its revenues will be adversely affected; because its platform is sold to large enterprises with complex operating environments, Coupa encounters long and unpredictable sales cycles; risks and liabilities related to breach of its security measures or unauthorized access to customer data; the markets in which Coupa participates are intensely competitive; Coupa's business depends substantially on its customers renewing their subscriptions and purchasing additional subscriptions; if Coupa fails to develop widespread brand awareness cost-effectively, its business may suffer; if Coupa fails to manage its recent rapid growth effectively, Coupa may be unable to execute its business plan, maintain high levels of service, or adequately address competitive challenges; the impact of acquisitions on its business, such as integration issues, assumption of unknown or unforeseen liabilities and ability to retain customers; and the impact of foreign currency exchange rates and global economic conditions.

These and other risks and uncertainties that could affect Coupa's future results are included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Coupa's quarterly report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on September 5, 2019, which is available at investors.coupa.com and on the SEC's website at www.sec.gov. Further information on potential risks that could affect actual results will be included in other periodic filings Coupa makes with the SEC.

The forward-looking statements in this release reflect Coupa's expectations as of December 2, 2019. Coupa undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Coupa Software

Coupa Software (NASDAQ: COUP) is a leading provider of BSM solutions. We offer a comprehensive, cloud-based BSM platform that has connected hundreds of organizations with more than five million suppliers globally. The Coupa BSM platform provides greater visibility into and control over how companies spend money. Using the Coupa BSM platform, businesses are able to achieve real, measurable value and savings that drive their profitability. Learn more at www.coupa.com. Read more on the Coupa Blog or follow @Coupa on Twitter.


                             
            
              COUPA SOFTWARE INCORPORATED


                   
            
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                            
            (in thousands, except per share amounts)


                                          
            (unaudited)




                                                             Three Months Ended                           Nine Months Ended


                                                             October 31,                           October 31,

                                                                                         ---

                                                2019                     2018                 2019                                  2018

                                                                                                                                  ---


     
              Revenues:



     Subscription                           $90,175                  $60,559             $246,614                              $165,899


      Professional services and
       other                                  11,609                    6,896               31,653                                19,559

                                                                                                                                  ---


     Total revenues                         101,784                   67,455              278,267                               185,458



     
              Cost of revenues:



     Subscription                            23,752                   13,990               63,217                                36,937


      Professional services and
       other                                  13,542                    7,674               35,896                                21,492

                                                                                                                                  ---

      Total cost of revenues                  37,294                   21,664               99,113                                58,429

                                                                                                                                  ---


     Gross profit                            64,490                   45,791              179,154                               127,029

                                                                                                                                  ---


     
              Operating expenses:


      Research and development                23,460                   16,077               67,838                                42,693


      Sales and marketing                     39,145                   25,622              112,575                                76,862


      General and
       administrative                         18,830                   14,010               56,297                                40,085

                                                                                                                                  ---

      Total operating expenses                81,435                   55,709              236,710                               159,640

                                                                                                                                  ---

      Loss from operations                  (16,945)                 (9,918)            (57,556)                             (32,611)



     Interest expense                      (13,188)                 (3,181)            (24,874)                              (9,276)


      Interest income and
       other, net                              4,076                    1,112                6,479                                 1,562

                                                                                                                                  ---

      Loss before provision for
       (benefit from) income
       taxes                                (26,057)                (11,987)            (75,951)                             (40,325)


      Provision for (benefit
       from) income taxes                        260                  (2,342)             (9,172)                              (1,372)

                                                                                                                                  ---

                 Net loss                  $(26,317)                $(9,645)           $(66,779)                            $(38,953)

                                                                                                                                  ===

      Net loss per share
       attributable to common
       stockholders, basic and
       diluted                               $(0.42)                 $(0.17)             $(1.08)                              $(0.68)



      Weighted-average number
       of shares used in
       computing net loss per
       share attributable to
       common stockholders,
       basic and diluted                      63,057                   58,212               61,973                                57,030

                                                                                                                                  ===


                                
              
                COUPA SOFTWARE INCORPORATED


                           
              
                CONDENSED CONSOLIDATED BALANCE SHEETS


                                
              (in thousands, except per share amounts)


                                              
              (unaudited)




                                                                    October 31,          January 31,


                                                                           2019                  2019




     
                Assets



     Current assets:


      Cash and
       cash
       equivalents                                                     $587,029              $141,250


      Marketable
       securities                                                       255,327               180,169


      Accounts
       receivable,
       net of
       allowances                                                        79,658                95,274


      Prepaid
       expenses
       and other
       current
       assets                                                            24,017                10,343


      Deferred
       commissions,
       current
       portion                                                           10,043                 7,324



      Total
       current
       assets                                                           956,074               434,360


      Property
       and
       equipment,
       net                                                               17,807                10,549


      Deferred
       commissions,
       net of
       current
       portion                                                           25,001                18,904


      Goodwill                                                          370,869               209,560


      Intangible
       assets,
       net                                                               96,848                55,925


      Operating
       lease
       right-of-
       use assets                                                        31,657                     -


      Other
       assets                                                            13,325                10,766


      Total
       assets                                                        $1,511,581              $740,064



                   Liabilities and Stockholders' Equity



     Current liabilities:


      Accounts
       payable                                                           $3,008                $5,485


      Accrued
       expenses
       and other
       current
       liabilities                                                       68,432                41,792


      Deferred
       revenue,
       current
       portion                                                          189,490               179,967


      Operating
       lease
       liabilities,
       current
       portion                                                            7,395                     -


      Current
       portion of
       convertible
       senior
       notes, net                                                       183,875               174,615



      Total
       current
       liabilities                                                      452,200               401,859


      Convertible
       senior
       notes, net                                                       553,280                     -


      Deferred
       revenue,
       net of
       current
       portion                                                            3,026                 2,620


      Operating
       lease
       liabilities,
       net of
       current
       portion                                                           26,024                     -


      Other
       liabilities                                                       17,555                22,304


      Total
       liabilities                                                    1,052,085               426,783




     Stockholders' equity:


      Preferred
       stock,
       $0.0001
       par value
       per share                                                              -


      Common
       stock,
       $0.0001
       par value
       per share                                                              7                     6


      Additional
       paid-in
       capital                                                          782,043               567,797


      Accumulated
       other
       comprehensive
       income
       (loss)                                                             (918)                  335


      Accumulated
       deficit                                                        (321,636)            (254,857)



      Total
       stockholders'
       equity                                                           459,496               313,281


      Total
       liabilities
       and
       stockholders'
       equity                                                        $1,511,581              $740,064


                           
              
                COUPA SOFTWARE INCORPORATED


                 
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                        
              (in thousands)


                                         
              (unaudited)




                                                                                                   Nine Months Ended


                                                                                                   October 31,



                                                                                              2019           2018

                                                                                                             ---


     
                Cash flows from operating activities



     Net loss                                                                           $(66,779)     $(38,953)


      Adjustments to reconcile net loss to net cash provided by operating
       activities:



     Depreciation and amortization                                                         19,165          6,720


      Accretion of discounts on marketable
       securities, net                                                                         374          (956)


      Amortization of deferred commissions                                                   6,675          4,127


      Amortization of debt discount and issuance
       costs                                                                                23,350          8,595



     Stock-based compensation                                                              60,068         38,690



     Other                                                                                  (637)         (374)


      Changes in operating assets and liabilities net of effects from
       acquisitions:



     Accounts receivable                                                                   23,855         12,391


      Prepaid expenses and other current assets                                            (9,839)       (3,304)



     Other assets                                                                         (2,998)         (542)



     Deferred commissions                                                                (15,491)       (8,467)



     Accounts payable                                                                     (4,126)         2,458


      Accrued expenses and other liabilities                                                 6,895          6,362



     Deferred revenue                                                                       5,365          1,216


                   Net cash provided by operating activities                                45,877         27,963

                                                                                                             ---


     
                Cash flows from investing activities



     Purchases of marketable securities                                                 (318,759)     (209,331)


      Maturities of marketable securities                                                   44,796         31,834



     Sales of marketable securities                                                       199,314



     Acquisitions, net of cash acquired                                                 (208,505)      (49,211)


      Purchases of property and equipment                                                  (9,862)       (4,870)


                   Net cash used in investing activities                                 (293,016)     (231,578)

                                                                                                             ---


     
                Cash flows from financing activities


      Proceeds from issuance of convertible senior
       notes, net of issuance costs                                                        786,157          (639)



     Purchase of capped calls                                                           (118,738)


      Proceeds from the exercise of common stock
       options                                                                              14,095         10,174


      Proceeds from issuance of common stock for
       employee stock purchase plan                                                         11,455          8,778


                   Net cash provided by financing activities                               692,969         18,313

                                                                                                             ---

      Net increase (decrease) in cash, cash
       equivalents, and restricted cash                                                    445,830      (185,302)


      Cash, cash equivalents, and restricted cash
       at beginning of year                                                                141,319        412,976


      Cash, cash equivalents, and restricted cash
       at end of period                                                                   $587,149       $227,674

                                                                                                             ===



                   Reconciliation of cash, cash equivalents, and restricted cash to the
                    condensed consolidated balance sheets



     Cash and cash equivalents                                                            587,029        227,606


      Restricted cash included in other assets                                                 120             68


                   Total cash, cash equivalents, and restricted
                    cash                                                                  $587,149       $227,674

                                                                                                             ===


                                                              
              
                 COUPA SOFTWARE INCORPORATED


                                                 
              
                 Reconciliation of GAAP to Non-GAAP Financial Measures


                                                          
              
                 Three Months Ended October 31, 2019


                                                      
               (in thousands, except percentages and per share amounts)


                                                                        
               (unaudited)




                               
     
        GAAP  
      
                 Share-Based                                              Amortization   
     
                 Amortization of    Non-GAAP
                                              Compensation                                              of Acquired                     Debt Discount
                                                Expenses                                                 Intangible                      and Issuance
                                                                                                           Assets                           Costs

                                                                                                                                                                             ---


     Costs and expenses:


      Costs of subscription         $23,752                       $(1,886)                                                 $(4,654)                     
              $ -    $17,212


      Costs of professional
       services and other            13,542                        (2,113)                                                    (200)                                        11,229



     Gross profit                    63.4%                          3.9%                                                     4.8%                               0.0%      72.1%




      Research and development       23,460                        (5,517)                                                                                                 17,943


      Sales and marketing            39,145                        (6,135)                                                  (1,686)                                        31,324


      General and
       administrative                18,830                        (6,304)                                                                                                 12,526


      Income (loss) from
       operations                  (16,945)                        21,955                                                     6,540                                         11,550


      Operating margin               -16.6%                         21.6%                                                     6.4%                               0.0%      11.3%




      Interest expense             (13,188)                                                                                                                    12,352       (836)


      Interest income and
       other, net                     4,076                                                                                                                                 4,076


      Income (loss) before
       provision for (benefit
       from) income taxes          (26,057)                        21,955                                                     6,540                              12,352      14,790


      Provision for (benefit
       from) income taxes               260                            489                                                     (123)                                           626


      Net income (loss)            (26,317)                        21,466                                                     6,663                              12,352      14,164




      Net income (loss) per
       share attributable to
       common stockholders,
       basic (1)                    $(0.42)                                                                                                                                $0.22


      Net income (loss) per
       share attributable to
       common stockholders,
       diluted (1)                  $(0.42)                                                                                                                                $0.20



               (1) GAAP net loss per share is
                calculated based upon 63,057
                basic and diluted weighted-
                average shares of common
                stock. Non-GAAP net income
                per share is calculated based
                upon 63,057 basic and 71,687
                diluted weighted-average
                shares of common stock. The
                Company uses the treasury
                stock method to calculate the
                non-GAAP diluted shares
                related to the convertible
                notes which reflects any anti-
                dilutive impact of the capped
                call transactions entered into
                in connection with the
                convertible notes.


                                                                                
            
                 COUPA SOFTWARE INCORPORATED


                                                                        
         
               Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                            
            
                 Three Months Ended October 31, 2018


                                                                          
           (in thousands, except percentages and per share amounts)


                                                                                        
               (unaudited)




                               
     
        GAAP  
      
               Share-Based                                       Amortization                    
      
                 Amortization of    
         
            Other      Non-GAAP
                                              Compensation                                     of Acquired                                       Debt Discount                     Expenses (2)
                                                Expenses                                        Intangible                                        and Issuance
                                                                                                  Assets                                             Costs

                                                                                                                                                                                                                ---


     Costs and expenses:


      Costs of subscription         $13,990                     $(1,152)                                          $(1,408)                                       
              $ -               
          $ -     $11,430


      Costs of professional
       services and other             7,674                      (1,071)                                                                                                                                       6,603



     Gross profit                    67.9%                        3.3%                                              2.1%                                                 0.0%                     0.0%       73.3%




      Research and development       16,077                      (3,046)                                                                                                                                      13,031


      Sales and marketing            25,622                      (3,899)                                             (453)                                                                                    21,270


      General and
       administrative                14,010                      (4,652)                                                                                                                                       9,358


      Income (loss) from
       operations                   (9,918)                      13,820                                              1,861                                                                                      5,763


      Operating margin               -14.7%                       20.5%                                              2.8%                                                 0.0%                     0.0%        8.5%




      Interest expense              (3,181)                                                                                                                              2,953                                 (228)


      Interest income and
       other, net                     1,112                                                                                                                                                                    1,112


      Income (loss) before
       provision for (benefit
       from) income taxes          (11,987)                      13,820                                              1,861                                                 2,953                                 6,647


      Provision for (benefit
       from) income taxes           (2,342)                         382                                                 20                                                                          3,126        1,186


      Net income (loss)             (9,645)                      13,438                                              1,841                                                 2,953                   (3,126)       5,461




      Net income (loss) per
       share attributable to
       common stockholders,
       basic (1)                    $(0.17)                                                                                                                                                                   $0.09


      Net income (loss) per
       share attributable to
       common stockholders,
       diluted (1)                  $(0.17)                                                                                                                                                                   $0.08



               (1) GAAP net loss per share
                is calculated based upon
                58,212 basic and diluted
                weighted-average shares of
                common stock. Non-GAAP net
                income per share is
                calculated based upon
                58,212 basic and 67,933
                diluted weighted-average
                shares of common stock. The
                Company uses the treasury
                stock method to calculate
                the non-GAAP diluted
                shares related to the
                convertible notes.




               (2) Other expenses consists
                of the release of a
                valuation allowance against
                deferred tax assets.


                                                                             
        
                 COUPA SOFTWARE INCORPORATED


                                                                        
      
           Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                          
        
                 Nine Months Ended October 31, 2019


                                                                             
         (in thousands, except per share amounts)


                                                                                 
               (unaudited)




                               
     
        GAAP  
      
               Share-Based                                Amortization                    
      
                 Amortization of    
         
            Other      Non-GAAP
                                              Compensation                              of Acquired                                       Debt Discount                     Expenses (2)
                                                Expenses                                 Intangible                                        and Issuance
                                                                                           Assets                                             Costs

                                                                                                                                                                                                         ---


     Costs and expenses:


      Costs of subscription         $63,217                     $(5,045)                                  $(11,535)                                       
              $ -               
          $ -     $46,637


      Costs of professional
       services and other            35,896                      (5,581)                                      (200)                                                                                    30,115



     Gross profit                    64.4%                        3.8%                                       4.2%                                                 0.0%                     0.0%       72.4%




      Research and development       67,838                     (14,640)                                                                                                                               53,198


      Sales and marketing           112,575                     (17,034)                                    (4,342)                                                                                    91,199


      General and
       administrative                56,297                     (17,768)                                                                                                                               38,529


      Income (loss) from
       operations                  (57,556)                      60,068                                      16,077                                                                                     18,589


      Operating margin               -20.7%                       21.6%                                       5.8%                                                 0.0%                     0.0%        6.7%




      Interest expense             (24,874)                                                                                                                      23,350                               (1,524)


      Interest income and
       other, net                     6,479                                                                                                                                                             6,479


      Income (loss) before
       provision for (benefit
       from) income taxes          (75,951)                      60,068                                      16,077                                                23,350                                23,544


      Provision for (benefit
       from) income taxes           (9,172)                       1,797                                       (369)                                                                         9,671        1,927


      Net income (loss)            (66,779)                      58,271                                      16,446                                                23,350                   (9,671)      21,617




      Net income (loss) per
       share attributable to
       common stockholders,
       basic (1)                    $(1.08)                                                                                                                                                            $0.35


      Net income (loss) per
       share attributable to
       common stockholders,
       diluted (1)                  $(1.08)                                                                                                                                                            $0.31



               (1) GAAP net loss per share is
                calculated based upon 61,973
                basic and diluted weighted-
                average shares of common
                stock. Non-GAAP net income
                per share is calculated based
                upon 61,973 basic and 69,856
                diluted weighted-average
                shares of common stock. The
                Company uses the treasury
                stock method to calculate the
                non-GAAP diluted shares
                related to the convertible
                notes which reflects any anti-
                dilutive impact of the capped
                call transactions entered into
                in connection with the
                convertible notes.




               (2) Other expenses consists of
                the release of a valuation
                allowance against deferred tax
                assets.


                                                                             
        
                 COUPA SOFTWARE INCORPORATED


                                                                        
      
           Reconciliation of GAAP to Non-GAAP Financial Measures


                                                                          
        
                 Nine Months Ended October 31, 2018


                                                                             
         (in thousands, except per share amounts)


                                                                                 
               (unaudited)




                               
     
        GAAP  
      
               Share-Based                                Amortization                    
      
                 Amortization of    
         
            Other      Non-GAAP
                                              Compensation                              of Acquired                                       Debt Discount                     Expenses (2)
                                                Expenses                                 Intangible                                        and Issuance
                                                                                           Assets                                             Costs

                                                                                                                                                                                                         ---


     Costs and expenses:


      Costs of subscription         $36,937                     $(3,076)                                   $(3,036)                                       
              $ -               
          $ -     $30,825


      Costs of professional
       services and other            21,492                      (3,086)                                                                                                                               18,406



     Gross profit                    68.5%                        3.3%                                       1.6%                                                 0.0%                     0.0%       73.5%




      Research and development       42,693                      (8,551)                                                                                                                               34,142


      Sales and marketing            76,862                     (10,732)                                      (994)                                                                                    65,136


      General and
       administrative                40,085                     (13,245)                                                                                                                               26,840


      Income (loss) from
       operations                  (32,611)                      38,690                                       4,030                                                                                     10,109


      Operating margin               -17.6%                       20.9%                                       2.2%                                                 0.0%                     0.0%        5.5%




      Interest expense              (9,276)                                                                                                                       8,595                                 (681)


      Interest income and
       other, net                     1,562                                                                                                                                                             1,562


      Income (loss) before
       provision for (benefit
       from) income taxes          (40,325)                      38,690                                       4,030                                                 8,595                                10,990


      Provision for (benefit
       from) income taxes           (1,372)                         922                                          93                                                                          3,126        2,769


      Net income (loss)            (38,953)                      37,768                                       3,937                                                 8,595                   (3,126)       8,221




      Net income (loss) per
       share attributable to
       common stockholders,
       basic (1)                    $(0.68)                                                                                                                                                            $0.14


      Net income (loss) per
       share attributable to
       common stockholders,
       diluted (1)                  $(0.68)                                                                                                                                                            $0.13



               (1) GAAP net loss per share
                is calculated based upon
                57,030 basic and diluted
                weighted-average shares of
                common stock. Non-GAAP net
                income per share is
                calculated based upon
                57,030 basic and 65,529
                diluted weighted-average
                shares of common stock. The
                Company uses the treasury
                stock method to calculate
                the non-GAAP diluted
                shares related to the
                convertible notes.




               (2) Other expenses consists
                of the release of a
                valuation allowance against
                deferred tax assets.


                                                 
            
                 COUPA SOFTWARE INCORPORATED


                            
              
               Reconciliation of GAAP Cash Flows from Operations to Free Cash Flows


                                               
            
                 (A Non-GAAP Financial Measure)


                                                            
               (in thousands)


                                                         
               (unaudited)




                                                                                                                    Three Months Ended                     Nine Months Ended


                                                                                                                    October 31,                     October 31,

                                                                                                                                       ---

                                                                                                  2019                   2018               2019       2018

                                                                                                                                                     ---


     Net cash provided by operating activities                                                $25,832                 $4,019            $45,877    $27,963



     Less: purchases of property and equipment                                                (3,689)               (1,454)           (9,862)   (4,870)

                                                                                                                                                     ---


     Free cash flows                                                                          $22,143                 $2,565            $36,015    $23,093

                                                                                                                                                     ===

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